Exhibit
10.1 


 





April
8, 2019


 


B.
Riley Principal Merger Corp.


299
Park Avenue, 21st Floor


New
York, New York 10017


 


B.
Riley FBR, Inc.


299
Park Avenue, 21st Floor


New
York, New York 10017


 


Re: Initial
Public Offering


 


Ladies
and Gentlemen:


 


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 sold in the Public Offering pursuant to a registration statement on Form
S-1 and prospectus (the “Prospectus”) filed by the Company with the U.S. Securities and Exchange Commission
(the “Commission”) and the Company has applied to have the Units listed on The New York Stock Exchange.
Certain capitalized terms used herein are defined in paragraph 12 hereof.


 


In
order to induce the Company and the Underwriters to enter into the Underwriting Agreement and to proceed with the Public Offering
and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each of B. Riley
Principal Sponsor Co., LLC (the “Sponsor”) and the undersigned individuals, each of whom is a member
of the Company’s board of directors and/or management team (each, an “Insider” and collectively,
the “Insiders”), hereby agrees with the Company as follows:


 


		1.	The
                                         Sponsor and each Insider agrees that if the Company seeks stockholder approval of a proposed
                                         Business Combination, then in connection with such proposed Business Combination, it,
                                         he or she shall (i) vote any shares of Common Stock owned by it, him or her in favor
                                         of any proposed Business Combination and (ii) not redeem any shares of Common Stock owned
                                         by it, him or her in connection with such stockholder approval. If the Company seeks
                                         to consummate a proposed Business Combination by engaging in a tender offer, the Sponsor
                                         and each Insider agrees that it will not sell any shares of Common Stock owned by it,
                                         him or her in connection therewith.



 


		2.	The
                                         Sponsor and each Insider hereby agrees that in the event that the Company fails to consummate
                                         a Business Combination within 18 months from the closing of the Public Offering, or such
                                         later period approved by the Company’s stockholders in accordance with the Company’s
                                         second amended and restated certificate of incorporation (the “Charter”),
                                         the Sponsor and each Insider shall take all reasonable steps to cause the Company to
                                         (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably
                                         possible but not more than 10 business days thereafter, subject to lawfully available
                                         funds therefor, redeem 100% of the Common Stock sold as part of the Units in the Public
                                         Offering (the “Offering Shares”), at a per-share price, payable
                                         in cash, equal to the aggregate amount then on deposit in the Trust Account (as defined
                                         below), including interest earned on the funds held in the Trust Account and not previously
                                         released to the Company to pay its franchise and income taxes (less up to $100,000 of
                                         interest to pay dissolution expenses), divided by the number of then outstanding Offering
                                         Shares, which redemption will completely extinguish all Public Stockholders’ rights
                                         as stockholders (including the right to receive further liquidating distributions, if
                                         any), subject to applicable law, and (iii) as promptly as reasonably possible following
                                         such redemption, subject to the approval of the Company’s remaining stockholders
                                         and the Company’s board of directors, dissolve and liquidate, subject in each case
                                         to the Company’s obligations under Delaware law to provide for claims of creditors
                                         and other requirements of applicable law. The Sponsor and each Insider agrees to not
                                         propose any amendment to the Charter to modify the substance or timing of the Company’s
                                         obligation to redeem 100% of the Offering Shares if the Company does not complete a Business
                                         Combination within 18 months from the closing of the Public Offering, unless the Company
                                         provides its public stockholders with the opportunity to redeem their shares of Common
                                         Stock upon approval of any such amendment at a per-share price, payable in cash, equal
                                         to the aggregate amount then on deposit in the Trust Account, including interest earned
                                         on the funds held in the Trust Account and not previously released to the Company to
                                         pay its franchise and income taxes, divided by the number of then outstanding Offering
                                         Shares.



 






     


     


    

 


The
Sponsor and each Insider acknowledges that it, he or she has no right, title, interest or claim of any kind in or to any monies
held in the Trust Account or any other asset of the Company as a result of any liquidation of the Company with respect to the
Founder Shares held by it, him or her. The Sponsor and each Insider hereby further waives, with respect to any shares of Common
Stock held by it, him or her, if any, any redemption rights it, he or she may have in connection with the consummation of a Business
Combination, including, without limitation, any such rights available in the context of a stockholder vote to approve such Business
Combination or a stockholder vote to approve an amendment to the Charter to modify the substance or timing of the Company’s
obligation to redeem 100% of the Offering Shares if the Company has not consummated a Business Combination within the time period
set forth in the Charter or in the context of a tender offer made by the Company to purchase shares of Common Stock (although
the Sponsor, the Insiders and their respective affiliates shall be entitled to redemption and liquidation rights with respect
to any Offering Shares it or they hold if the Company fails to consummate a Business Combination within 18 months from the date
of the closing of the Public Offering).


 


		3.	During
                                         the period commencing on the effective date of the Underwriting Agreement and ending
                                         180 days after such date, the Sponsor and each Insider shall not, without the prior written
                                         consent of the Representative, (i) sell, offer to sell, contract or agree to sell, hypothecate,
                                         pledge, grant any option to purchase or otherwise dispose of or agree to dispose of,
                                         directly or indirectly, or establish or increase a put equivalent position or liquidate
                                         or decrease a call equivalent position within the meaning of Section 16 of the Securities
                                         Exchange Act of 1934, as amended (the “Exchange Act”), and
                                         the rules and regulations of the Commission promulgated thereunder, with respect to any
                                         Units, shares of Common Stock (including, but not limited to, Founder Shares), Warrants
                                         or any securities convertible into, or exercisable, or exchangeable for, shares of Common
                                         Stock owned by it, him or her, (ii) enter into any swap or other arrangement that transfers
                                         to another, in whole or in part, any of the economic consequences of ownership of any
                                         Units, shares of Common Stock (including, but not limited to, Founder Shares), Warrants
                                         or any securities convertible into, or exercisable, or exchangeable for, shares of Common
                                         Stock owned by it, him or her, whether any such transaction is to be settled by delivery
                                         of such securities, in cash or otherwise, or (iii) publicly announce any intention to
                                         effect any transaction specified in clause (i) or (ii). Each of the Insiders and the
                                         Sponsor acknowledges and agrees that, prior to the effective date of any release or waiver,
                                         of the restrictions set forth in this paragraph 3 or paragraph 7 below, the Company shall
                                         announce the impending release or waiver by press release through a major news service
                                         at least two business days before the effective date of the release or waiver. Any release
                                         or waiver granted shall only be effective two business days after the publication date
                                         of such press release. The provisions of this paragraph will not apply if the release
                                         or waiver is effected solely to permit a transfer not for consideration and the transferee
                                         has agreed in writing to be bound by the same terms described in this Letter Agreement
                                         to the extent and for the duration that such terms remain in effect at the time of the
                                         transfer.



 






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		4.	In
                                         the event of the liquidation of the Trust Account upon the failure of the Company to
                                         consummate its initial Business Combination within the time period set forth in the Charter,
                                         the Sponsor (the “Indemnitor”) agrees to indemnify and hold
                                         harmless the Company against any and all loss, liability, claim, damage and expense whatsoever
                                         (including, but not limited to, any and all legal or other expenses reasonably incurred
                                         in investigating, preparing or defending against any litigation, whether pending or threatened)
                                         to which the Company may become subject as a result of any claim by (i) any third party
                                         for services rendered or products sold to the Company or (ii) any prospective target
                                         business with which the Company has entered into a written letter of intent, confidentiality
                                         or other similar agreement or Business Combination agreement (a “Target”);
                                         provided, however, that such indemnification of the Company by the Indemnitor
                                         (x) shall apply only to the extent necessary to ensure that such claims by a third party
                                         or a Target do not reduce the amount of funds in the Trust Account to below the lesser
                                         of (i) $10.00 per Offering Share and (ii) the actual amount per Offering Share held in
                                         the Trust Account as of the date of the liquidation of the Trust Account, if less than
                                         $10.00 per Offering Share is then held in the Trust Account due to reductions in the
                                         value of the trust assets, less interest earned on the Trust Account which may be withdrawn
                                         to pay taxes, (y) shall not apply to any claims by a third party or a Target which executed
                                         a waiver of any and all rights to the monies held in the Trust Account (whether or not
                                         such waiver is enforceable) and (z) shall not apply to any claims under the Company’s
                                         indemnity of the Underwriters against certain liabilities, including liabilities under
                                         the Securities Act of 1933, as amended (the “Securities Act”).
                                         The Indemnitor shall have the right to defend against any such claim with counsel of
                                         its choice reasonably satisfactory to the Company if, within 15 days following written
                                         receipt of notice of the claim to the Indemnitor, the Indemnitor notifies the Company
                                         in writing that it shall undertake such defense.



 


		5.	To
                                         the extent that the Underwriters do not exercise their over-allotment option to purchase
                                         up to an additional 1,875,000 Units within 45 days from the date of the Prospectus (and
                                         as further described in the Prospectus), the Sponsor agrees to forfeit, at no cost, a
                                         number of Founder Shares in the aggregate equal to 468,750 multiplied by a fraction,
                                         (i) the numerator of which is 1,875,000 minus the number of Units purchased by the Underwriters
                                         upon the exercise of their over-allotment option, and (ii) the denominator of which is
                                         1,875,000. The forfeiture will be adjusted to the extent that the over-allotment option
                                         is not exercised in full by the Underwriters so that the Initial Stockholders will own
                                         an aggregate of 20.0% of the Company’s issued and outstanding shares of Common
                                         Stock after the Public Offering (not including shares of Common Stock underlying the
                                         Private Placement Units (as defined below)).



 


		6.	(a)       The
                                         Sponsor and each Insider that is an officer of the Company hereby agrees not to participate
                                         in the formation of, or become an officer or director of, any other any other special
                                         purpose acquisition company conducting a public offering pursuant to the Securities Act
                                         or with a class of securities registered under the Exchange Act until the Company has
                                         entered into a definitive agreement regarding an initial Business Combination or unless
                                         the Company has failed to complete a Business Combination within the time period set
                                         forth in the Charter.



 


(b)       The
Sponsor and each Insider hereby agrees and acknowledges that: (i) the Underwriters and the Company would be irreparably injured
in the event of a breach by such Sponsor or an Insider of its, his or her obligations under paragraphs 1, 2, 3, 4, 5, 6(a), 7(a),
and 7(b), as applicable, of this Letter Agreement (ii) monetary damages may not be an adequate remedy for such breach and (iii)
the non-breaching party shall be entitled to injunctive relief, in addition to any other remedy that such party may have in law
or in equity, in the event of such breach.


 


		7.	(a)       The
                                         Sponsor and each Insider agrees that it, he or she shall not Transfer any Founder Shares
                                         (or any shares of Common Stock issuable upon conversion thereof) until the earlier of
                                         (A) one year after the completion of the Company’s initial Business Combination
                                         or (B) subsequent to the Business Combination, (x) if the last sale price of the Common
                                         Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends,
                                         reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading
                                         day period commencing at least 150 days after the Company’s initial Business Combination
                                         or (y) the date on which the Company completes a liquidation, merger, capital stock exchange,
                                         reorganization or other similar transaction that results in all of the Company’s
                                         stockholders having the right to exchange their shares of Common Stock for cash, securities
                                         or other property (the “Founder Shares Lock-up Period”).



 






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(b)       The
Sponsor and each Insider agrees that it, he or she shall not Transfer any Private Placement Units (or any securities underlying
the Private Placement Units), until 30 days after the completion of a Business Combination (the “Private Placement
Units Lock-up Period”, together with the Founder Shares Lock-up Period, the “Lock-up Periods”).


 


(c)       Notwithstanding
the provisions set forth in paragraphs 7(a) and (b), Transfers of the Founder Shares, Private Placement Units and securities underlying
the Private Placement Units that are held by the Sponsor, any Insider or any of their permitted transferees (that have complied
with this paragraph 7(c)), are permitted (a) to the Company’s officers or directors, any affiliate or family member of any
of the Company’s officers or directors, any members of the Sponsor or any affiliate of the Sponsor; (b) in the case of an
individual, by gift to a member of such individual’s immediate family or to a trust, the beneficiary of which is a member
of such individual’s immediate family, an affiliate of such individual or to a charitable organization; (c) in the case
of an individual, by virtue of laws of descent and distribution upon death of such individual; (d) in the case of an individual,
pursuant to a qualified domestic relations order; (e) by private sales or transfers made in connection with the consummation of
an initial Business Combination at prices no greater than the price at which the securities were originally purchased; (f) in
the event of the Company’s liquidation prior to the completion of an initial Business Combination; (g) by virtue of the
laws of the State of Delaware or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor; or (h)
in the event of the Company’s liquidation, merger, capital stock exchange, reorganization or other similar transaction which
results in all of the Company’s stockholders having the right to exchange their shares of Common Stock for cash, securities
or other property subsequent to the Company’s completion of an initial Business Combination; provided, however,
that in the case of clauses (a) through (e) or (g), these permitted transferees must enter into a written agreement with the Company
agreeing to be bound by the transfer restrictions herein.


 


		8.	The
                                         Sponsor and each Insider represents and warrants that it, he or she has never been suspended
                                         or expelled from membership in any securities or commodities exchange or association
                                         or had a securities or commodities license or registration denied, suspended or revoked.
                                         Each Insider’s biographical information furnished to the Company (including any
                                         such information included in the Prospectus) is true and accurate in all respects and
                                         does not omit any material information with respect to the Insider’s background.
                                         Each Insider’s questionnaire furnished to the Company is true and accurate in all
                                         respects. Each Insider represents and warrants that: it, he or she is not subject to
                                         or a respondent in any legal action for, any injunction, cease-and-desist order or order
                                         or stipulation to desist or refrain from any act or practice relating to the offering
                                         of securities in any jurisdiction; it, he or she has never been convicted of, or pleaded
                                         guilty to, any crime (i) involving fraud, (ii) relating to any financial transaction
                                         or handling of funds of another person, or (iii) pertaining to any dealings in any securities
                                         and it, he or she is not currently a defendant in any such criminal proceeding.



 


		9.	Except
                                         as disclosed in the Prospectus, neither the Sponsor nor any officer, nor any affiliate
                                         of the Sponsor or any officer, nor any director of the Company, shall receive from the
                                         Company any finder’s fee, reimbursement, consulting fee, non-cash payments, monies
                                         in respect of any repayment of a loan or other compensation prior to, or in connection
                                         with any services rendered in order to effectuate, the consummation of the Company’s
                                         initial Business Combination (regardless of the type of transaction that it is), other
                                         than the following, none of which will be made from the proceeds held in the Trust Account
                                         prior to the completion of the initial Business Combination: repayment of a loan and
                                         advances up to an aggregate of $300,000 made to the Company by the Sponsor; payment to
                                         an affiliate of the Sponsor for certain office space, utilities and secretarial and administrative
                                         support as may be reasonably required by the Company for a total of $10,000 per month;
                                         reimbursement for any reasonable out-of-pocket expenses related to identifying, investigating
                                         and consummating an initial Business Combination, and repayment of loans, if any, and
                                         on such terms as to be determined by the Company from time to time, made by the Sponsor
                                         or any of the Company’s officers or directors to finance transaction costs in connection
                                         with an intended initial Business Combination, provided, that, if the Company does not
                                         consummate an initial Business Combination, a portion of the working capital held outside
                                         the Trust Account may be used by the Company to repay such loaned amounts so long as
                                         no proceeds from the Trust Account are used for such repayment. Up to $1,500,000 of such
                                         loans may be convertible into units at a price of $10.00 per unit at the option of the
                                         lender. Such units would be identical to the Private Placement Units (as defined below),
                                         including as to exercise price, exercisability and exercise period of the underlying
                                         warrants.



 






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		10.	The
                                         Sponsor and each Insider has full right and power, without violating any agreement to
                                         which it is bound (including, without limitation, any non-competition or non-solicitation
                                         agreement with any employer or former employer), to enter into this Letter Agreement
                                         and, as applicable, to serve as a director on the board of directors of the Company and
                                         hereby consents to being named in the Prospectus as a director of the Company.



 


		11.	As
                                         used herein, (i) “Business Combination” shall mean a merger,
                                         capital stock exchange, asset acquisition, stock purchase, reorganization or similar
                                         business combination, involving the Company and one or more businesses; (ii) “Founder
                                         Shares” shall mean the 3,593,750 shares of Class B common stock owned by
                                         the Sponsor (up to 468,750 Shares of which are subject to complete or partial forfeiture
                                         by the Sponsor if the over-allotment option is not exercised by the Underwriters); (iii)
                                         “Initial Stockholders” shall mean the Sponsor and any Insider
                                         that holds Founder Shares; (iv) “Private Placement Units” shall
                                         mean the 425,000 units (or 462,500 units if the over-allotment option is exercised in
                                         full) that the Sponsor has agreed to purchase for an aggregate purchase price of $4,250,000
                                         (or $4,625,000 if the over-allotment option is exercised in full), or $10.00 per unit,
                                         in a private placement that shall occur simultaneously with the consummation of the Public
                                         Offering; (v) “Public Stockholders” shall mean the holders
                                         of securities issued in the Public Offering; (vi) “Trust Account”
                                         shall mean the trust fund into which a portion of the net proceeds of the Public Offering
                                         shall be deposited; and (vii) “Transfer” shall mean the (a)
                                         sale of, offer to sell, contract or agreement to sell, hypothecate, pledge, grant of
                                         any option to purchase or otherwise dispose of or agreement to dispose of, directly or
                                         indirectly, or establishment or increase of a put equivalent position or liquidation
                                         with respect to or decrease of a call equivalent position within the meaning of Section
                                         16 of the Exchange Act, and the rules and regulations of the Commission promulgated thereunder
                                         with respect to, any security, (b) entry into any swap or other arrangement that transfers
                                         to another, in whole or in part, any of the economic consequences of ownership of any
                                         security, whether any such transaction is to be settled by delivery of such securities,
                                         in cash or otherwise, or (c) public announcement of any intention to effect any transaction
                                         specified in clause (a) or (b).



 


		12.	The
                                         Company will maintain an insurance policy or policies providing directors’ and
                                         officers’ liability insurance, and each Director shall be covered by such policy
                                         or policies, in accordance with its or their terms, to the maximum extent of the coverage
                                         available for any of the Company’s directors or officers.



 


		13.	This
                                         Letter Agreement constitutes the entire agreement and understanding of the parties hereto
                                         in respect of the subject matter hereof and supersedes all prior understandings, agreements,
                                         or representations by or among the parties hereto, written or oral, to the extent they
                                         relate in any way to the subject matter hereof or the transactions contemplated hereby.
                                         This Letter Agreement may not be changed, amended, modified or waived (other than to
                                         correct a typographical error) as to any particular provision, except by a written instrument
                                         executed by all parties hereto.



 


		14.	No
                                         party hereto may assign either this Letter Agreement or any of its rights, interests,
                                         or obligations hereunder without the prior written consent of the other parties. Any
                                         purported assignment in violation of this paragraph shall be void and ineffectual and
                                         shall not operate to transfer or assign any interest or title to the purported assignee.
                                         This Letter Agreement shall be binding on the Sponsor and each Insider and their respective
                                         successors, heirs and assigns and permitted transferees.



 






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		15.	Nothing
                                         in this Letter Agreement shall be construed to confer upon, or give to, any person or
                                         corporation other than the parties hereto any right, remedy or claim under or by reason
                                         of this Letter Agreement or of any covenant, condition, stipulation, promise or agreement
                                         hereof. All covenants, conditions, stipulations, promises and agreements contained in
                                         this Letter Agreement shall be for the sole and exclusive benefit of the parties hereto
                                         and their successors, heirs, personal representatives and assigns and permitted transferees.



 


		16.	This
                                         Letter Agreement may be executed in any number of original or facsimile counterparts
                                         and each of such counterparts shall for all purposes be deemed to be an original, and
                                         all such counterparts shall together constitute but one and the same instrument.



 


		17.	This
                                         Letter Agreement shall be deemed severable, and the invalidity or unenforceability of
                                         any term or provision hereof shall not affect the validity or enforceability of this
                                         Letter Agreement or of any other term or provision hereof. Furthermore, in lieu of any
                                         such invalid or unenforceable term or provision, the parties hereto intend that there
                                         shall be added as a part of this Letter Agreement a provision as similar in terms to
                                         such invalid or unenforceable provision as may be possible and be valid and enforceable.



 


		18.	This
                                         Letter Agreement shall be governed by and construed and enforced in accordance with the
                                         laws of the State of New York, without giving effect to conflicts of law principles that
                                         would result in the application of the substantive laws of another jurisdiction. The
                                         parties hereto (i) all agree that any action, proceeding, claim or dispute arising out
                                         of, or relating in any way to, this Letter Agreement shall be brought and enforced in
                                         the courts of New York City, in the State of New York, and irrevocably submit to such
                                         jurisdiction and venue, which jurisdiction and venue shall be exclusive and (ii) waive
                                         any objection to such exclusive jurisdiction and venue or that such courts represent
                                         an inconvenient forum.



 


		19.	Any
                                         notice, consent or request to be given in connection with any of the terms or provisions
                                         of this Letter Agreement shall be in writing and shall be sent by express mail or similar
                                         private courier service, by certified mail (return receipt requested), by hand delivery
                                         or facsimile transmission.



 


		20.	This
                                         Letter Agreement shall terminate on the earlier of (i) the expiration of the Lock-up
                                         Periods or (ii) the liquidation of the Company; provided, however, that this Letter Agreement
                                         shall earlier terminate in the event that the Public Offering is not consummated and
                                         closed by December 31, 2019; provided further that paragraph 4 of this Letter Agreement
                                         shall survive such liquidation.



 


[Signature
Page Follows]


 




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	 	Sincerely,
	 	 
	 	B.
                                         RILEY PRINCIPAL SPONSOR CO., LLC 

	 	 	 
	 	By:	GREAT
    AMERICAN GROUP, LLC,
	 	 	as
    Managing Member
	 	 	 
	 	By:	/s/
    Phillip Ahn
	 	 	Name:
    Phillip Ahn
	 	 	Title:
                                         Chief Operating Officer and Chief Financial Officer 

	 	 	 


	 	By:	/s/
    Kenneth Young
	 	 	Name: Kenneth Young



 

	 	By:	/s/
    Daniel Shribman
	 	 	Name: Daniel Shribman



 

	 	By:	/s/
    Patrick J. Bartels, Jr.
	 	 	Name: Patrick J. Bartels, Jr.



 

	 	By:	/s/
    James L. Kempner
	 	 	Name: James L. Kempner



 

	 	By:	/s/
    Timothy M. Presutti
	 	 	Name: Timothy M. Presutti



 

	 	By:	/s/
    Bryant R. Riley
	 	 	Name: Bryant R. Riley



 

	 	By:	/s/
    Robert Suss
	 	 	Name: Robert Suss



 

	Acknowledged and Agreed:	 
	 	 
	B. RILEY PRINCIPAL MERGER CORP.	 
	 	 	 
	By:	/s/ Daniel
    Shribman	 
	 	Name: Daniel Shribman	 
	 	Title: Chief Financial Officer	 



 

[Signature
Page to Letter Agreement]

 



     


     


    

 

	B. RILEY FBR, INC.	 
	 	 	 
	By:	/s/ Andy
    Moore	 
	 	Name: Andy Moore	 
	 	Title: Chief Executive Officer	 




 

[Signature
Page to Letter Agreement]