INDEMNITY AGREEMENTIndemnity Agreement • March 14th, 2019 • B. Riley Principal Merger Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of __________, 2019, by and between B. Riley Principal Merger Corp., a Delaware corporation (the “Company”), and __________ (“Indemnitee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 14th, 2019 • B. Riley Principal Merger Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of __________, 2019, is made and entered into by and among B. Riley Principal Merger Corp., a Delaware corporation (the “Company”), B. Riley Principal Sponsor Co., 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”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • March 14th, 2019 • B. Riley Principal Merger Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of __________, 2019 by and between B. Riley Principal Merger Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
New York, NY 10171 As Representative of the several Underwriters named on Schedule A heretoUnderwriting Agreement • March 14th, 2019 • B. Riley Principal Merger Corp. • Blank checks • New York
The undersigned, B. Riley Principal Merger Corp., 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.
FORWARD PURCHASE AGREEMENTForward Purchase Agreement • March 14th, 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 B. Riley Principal Investments, LLC, a Delaware limited liability company (the “Purchaser”).
PRIVATE PLACEMENT UNITS PURCHASE AGREEMENTPrivate Placement Units Purchase Agreement • March 14th, 2019 • B. Riley Principal Merger Corp. • Blank checks • New York
This PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT (this “Agreement”) is made as of the __________ day of __________ 2019, by and between B. Riley Principal Merger Corp.., a Delaware corporation (the “Company”), and B. Riley Principal Sponsor Co., 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.
ContractB. Riley Principal Merger Corp. • March 14th, 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”).
