WARRANT AGREEMENTWarrant Agreement • April 28th, 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”).
FORM OF INDEMNITY AGREEMENTIndemnity Agreement • April 28th, 2020 • B. Riley Principal Merger Corp. II • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [ ], 2020, by and between B. Riley Principal Merger Corp. II, a Delaware corporation (the “Company”), and __________ (“Indemnitee”).
FORM OF REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 28th, 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”).
New York, New York 10017 New York, New York 10017Underwriting Agreement • April 28th, 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).
New York, NY 10171 As Representative of the several Underwriters named on Schedule A heretoUnderwriting Agreement • April 28th, 2020 • B. Riley Principal Merger Corp. II • 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.
FORWARD PURCHASE AGREEMENTForward Purchase Agreement • April 28th, 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”).
FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • April 28th, 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”).
PRIVATE PLACEMENT UNITS PURCHASE AGREEMENTPrivate Placement Units Purchase Agreement • April 28th, 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 April 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.
ContractAdvisory Agreement • April 28th, 2020 • B. Riley Principal Merger Corp. II • Blank checks • New York
This is to confirm our agreement whereby B. Riley Principal Merger Corp. II, 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”).
ContractAdministrative Support Agreement • April 28th, 2020 • B. Riley Principal Merger Corp. II • Blank checks • New York
This letter agreement (this “Agreement”) by and between B. Riley Principal Merger Corp. II (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”):
