Exhibit 10.9


 


FORWARD
PURCHASE AGREEMENT


 


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”).


 


Recitals


 


WHEREAS,
the Company was incorporated for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase,
reorganization or similar business combination with one or more businesses (a “Business Combination”);


 


WHEREAS,
the Company has filed with the U.S. Securities and Exchange Commission (the “SEC”) a registration statement
on Form S-1 (the “Registration Statement”) for its initial public offering (“IPO”) of 20,000,000
units (or 23,000,000 units if the underwriters’ over-allotment option (the “IPO Option”) is exercised
in full) (the “Public Units”) at a price of $10.00 per Public Unit, each Public Unit comprised of one share
of the Company’s Class A common stock, par value $0.0001 per share (the “Class A Shares,” and the Class
A Shares included in the Public Units, the “Public Shares”), and one-half of one redeemable warrant, where
each whole redeemable warrant is exercisable to purchase one Class A Share at an exercise price of $11.50 per share (the “Warrants,”
and the Warrants included in the Public Units, the “Public Warrants”);


 


WHEREAS,
the Company’s sponsor, B. Riley Principal Sponsor Co. II, LLC, has agreed to purchase an aggregate of 575,000 units (or
635,000 units if the IPO Option is exercised in full) at a price of $10.00 per unit in a private placement that will close simultaneously
with the closing of the IPO (the “Private Placement Units”);


 


WHEREAS,
following the closing of the IPO (the “IPO Closing”), the Company will seek to identify and consummate a Business
Combination;


 


WHEREAS,
the parties wish to enter into this Agreement, pursuant to which immediately prior to the closing of the Company’s initial
Business Combination (the “Business Combination Closing”), the Company shall issue and sell to the Purchaser,
and the Purchaser shall purchase from the Company, on a private placement basis, 2,500,000 units (the “Forward Purchase
Units”), comprised of 2,500,000 Class A Shares (the “Forward Purchase Shares”) and 1,250,000 warrants
(the “Forward Purchase Warrants”), on the terms and conditions set forth herein (the Forward Purchase Shares,
the Forward Purchase Warrants underlying the Forward Purchase Units and the Class A Shares underlying the Forward Purchase Warrants,
the “Forward Purchase Securities”); and


 


WHEREAS,
proceeds from the IPO and the sale of the Private Placement Warrants in an aggregate amount equal to the gross proceeds from the
IPO will be deposited into a trust account for the benefit of the holders of the Public Shares (the “Trust Account”),
as described in the Registration Statement.


 






     


     


    

 


NOW,
THEREFORE, in consideration of the premises, representations, warranties and the mutual covenants contained in this Agreement,
and for other good and valuable consideration, the receipt, sufficiency and adequacy of which are hereby acknowledged, the parties
hereto agree as follows:


 


Agreement


 


1. Sale
and Purchase.


 


(a) Forward
Purchase Securities.


 


(i) The
Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 2,500,000 Forward Purchase Units
for a purchase price of $10.00 per Forward Purchase Unit, or $25,000,000 in the aggregate (the “Forward Purchase Price”).


 


(ii) Each
Forward Purchase Warrant will have the same terms as each Private Placement Warrant, and will be subject to the terms and conditions
of the Warrant Agreement to be entered into between the Company and Continental Stock Transfer & Trust Company, as Warrant
Agent, in connection with the IPO (the “Warrant Agreement”). Each Forward Purchase Warrant will entitle the
holder thereof to purchase one Class A Share at a price of $11.50 per share, subject to adjustment as described in the Warrant
Agreement, and only whole Forward Purchase Warrants will be exercisable. The Forward Purchase Warrants will become exercisable
on the later of 30 days after the Business Combination Closing and 12 months from the IPO Closing, and will expire five years
after the Business Combination Closing or earlier upon the liquidation of the Company, as described in the Warrant Agreement.
The Forward Purchase Warrants will be non-redeemable and exercisable on a cashless basis so long as they are held by the Purchaser
or its Permitted Transferees (as defined below). For so long as the Forward Purchase Warrants are held by the Purchaser or its
Permitted Transferees, the Forward Purchase Warrants will not be exercisable more than five years from the effective date of the
Registration Statement in accordance with FINRA Rule 5110(f)(2)(G)(i). If the Forward Purchase Warrants are held by Persons (as
defined below) other than the Purchaser or its Permitted Transferees, the Forward Purchase Warrants will have the same terms as
the Public Warrants, as set forth in the Warrant Agreement.


 


(iii) The
Company shall require the Purchaser to purchase the Forward Purchase Units by delivering notice to the Purchaser, at least five
(5) Business Days before the Business Combination Closing, specifying the date of the Business Combination Closing and instructions
for wiring the Forward Purchase Price. The closing of the sale of Forward Purchase Units (the “Forward Closing”)
shall be held on the same date and immediately prior to the Business Combination Closing (such date being referred to as the “Forward
Closing Date”). At least one (1) Business Day prior to the Forward Closing Date, the Purchaser shall deliver to the
Company, to be held in escrow until the Forward Closing, the Forward Purchase Price for the Forward Purchase Securities by wire
transfer of U.S. dollars in immediately available funds to the account specified by the Company in such notice. Immediately prior
to the Forward Closing on the Forward Closing Date, (A) the Forward Purchase Price shall be released from escrow automatically
and without further action by the Company or the Purchaser, and (B) upon such release, the Company shall issue the Forward Purchase
Units to the Purchaser in book-entry form, free and clear of any liens or other restrictions whatsoever (other than those arising
under state or federal securities laws), registered in the name of the Purchaser (or its nominee in accordance with its delivery
instructions), or to a custodian designated by the Purchaser, as applicable. In the event the Business Combination Closing does
not occur on the date scheduled for closing, the Forward Closing shall not occur and the Company shall promptly (but not later
than one (1) Business Day thereafter) return the Forward Purchase Price to the Purchaser. For purposes of this Agreement, “Business
Day” means any day, other than a Saturday or a Sunday, that is neither a legal holiday nor a day on which banking institutions
are generally authorized or required by law or regulation to close in the City of New York, New York.


 






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(b) Legends.
Each register and book entry for the Forward Purchase Securities shall contain a notation, and each certificate (if any) evidencing
the Forward Purchase Securities shall be stamped or otherwise imprinted with a legend, in substantially the following form:


 


“THE
SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF
ANY STATE OR OTHER JURISDICTION, AND MAY NOT BE TRANSFERRED IN VIOLATION OF SUCH ACT AND LAWS. THE SALE, PLEDGE, HYPOTHECATION,
OR TRANSFER OF THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO THE TERMS AND CONDITIONS OF A CERTAIN FORWARD PURCHASE AGREEMENT
BY AND BETWEEN THE HOLDER AND THE COMPANY. COPIES OF SUCH AGREEMENT MAY BE OBTAINED UPON WRITTEN REQUEST TO THE SECRETARY OF THE
COMPANY.”


 


2. Representations
and Warranties of the Purchaser. The Purchaser represents and warrants to the Company as follows, as of the date hereof:


 


(a) Organization
and Power. The Purchaser is duly organized, validly existing, and in good standing under the laws of the jurisdiction of its
formation and has all requisite power and authority to carry on its business as presently conducted and as proposed to be conducted.


 


(b) Authorization.
The Purchaser has full power and authority to enter into this Agreement. This Agreement, when executed and delivered by the Purchaser,
will constitute the valid and legally binding obligation of the Purchaser, enforceable against the Purchaser in accordance with
its terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and any
other laws of general application affecting enforcement of creditors’ rights generally, (b) as limited by laws relating
to the availability of specific performance, injunctive relief or other equitable remedies, or (c) to the extent the indemnification
provisions contained in the Registration Rights (as defined below) may be limited by applicable federal or state securities laws.


 


(c) Governmental
Consents and Filings. No consent, approval, order or authorization of, or registration, qualification, designation, declaration
or filing with, any federal, state or local governmental authority is required on the part of the Purchaser in connection with
the consummation of the transactions contemplated by this Agreement.


 


(d) Compliance
with Other Instruments. The execution, delivery and performance by the Purchaser of this Agreement and the consummation by
the Purchaser of the transactions contemplated by this Agreement will not result in any violation or default (i) of any provisions
of its organizational documents, (ii) of any instrument, judgment, order, writ or decree to which it is a party or by which it
is bound, (iii) under any note, indenture or mortgage to which it is a party or by which it is bound, (iv) under any lease, agreement,
contract or purchase order to which it is a party or by which it is bound or (v) of any provision of federal or state statute,
rule or regulation applicable to the Purchaser, in each case (other than clause (i)), which would have a material adverse effect
on the Purchaser or its ability to consummate the transactions contemplated by this Agreement.


 






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(e) Purchase
Entirely for Own Account. This Agreement is made with the Purchaser in reliance upon the Purchaser’s representation
to the Company, which by the Purchaser’s execution of this Agreement, the Purchaser hereby confirms, that the Forward Purchase
Securities to be acquired by the Purchaser will be acquired for investment for the Purchaser’s own account, not as a nominee
or agent, and not with a view to the resale or distribution of any part thereof in violation of any state or federal securities
laws, and that the Purchaser has no present intention of selling, granting any participation in, or otherwise distributing the
same in violation of law. By executing this Agreement, the Purchaser further represents that the Purchaser does not presently
have any contract, undertaking, agreement or arrangement with any Person to sell, transfer or grant participations to such Person
or to any third Person, with respect to any of the Forward Purchase Securities. For purposes of this Agreement, “Person”
means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization,
any other entity or any government or any department or agency thereof.


 


(f) Disclosure
of Information. The Purchaser has had an opportunity to discuss the Company’s business, management, financial affairs
and the terms and conditions of the offering of the Forward Purchase Securities, as well as the terms of the Company’s proposed
IPO, with the Company’s management.


 


(g) Restricted
Securities. The Purchaser understands that the offer and sale of the Forward Purchase Securities to the Purchaser has not
been, and will not be, registered under the Securities Act, by reason of a specific exemption from the registration provisions
of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of
the Purchaser’s representations as expressed herein. The Purchaser understands that the Forward Purchase Securities are
“restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws,
the Purchaser must hold the Forward Purchase Securities indefinitely unless they are registered with the SEC and qualified by
state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges
that the Company has no obligation to register or qualify the Forward Purchase Securities, or any Class A Shares into which the
Forward Purchase Securities may be converted into or exercised for, for resale, except for the Registration Rights. The Purchaser
further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements
including, but not limited to, the time and manner of sale, the holding period for the Forward Purchase Securities, and on requirements
relating to the Company which are outside of the Purchaser’s control, and which the Company is under no obligation and may
not be able to satisfy. The Purchaser acknowledges that the Company filed the Registration Statement for its proposed IPO. The
Purchaser understands that the offering of the Forward Purchase Securities is not, and is not intended to be, part of the IPO,
and that the Purchaser will not be able to rely on the protection of Section 11 of the Securities Act with respect to such Forward
Purchase Securities.


 


(h) No
Public Market. The Purchaser understands that no public market now exists for the Forward Purchase Securities, and that the
Company has made no assurances that a public market will ever exist for the Forward Purchase Securities.


 


(i) High
Degree of Risk. The Purchaser understands that its agreement to purchase the Forward Purchase Securities involves a high degree
of risk which could cause the Purchaser to lose all or part of its investment.


 


(j) Accredited
Investor. The Purchaser is an accredited investor as defined in Rule 501(a) of Regulation D promulgated under the Securities
Act.


 






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(k) No
General Solicitation. Neither the Purchaser, nor any of its officers, directors, employees, agents, stockholders or partners
has either directly or indirectly, including, through a broker or finder (i) engaged in any general solicitation, or (ii) published
any advertisement in connection with the offer and sale of the Forward Purchase Securities.


 


(l) Residence.
The Purchaser’s principal place of business is the office or offices located at the address of the Purchaser set forth on
the signature page hereof.


 


(m) Non-Public
Information. The Purchaser acknowledges its obligations under applicable securities laws with respect to the treatment of
non-public information relating to the Company.


 


(n) Adequacy
of Financing. At the time of the Forward Closing, the Purchaser will have available to it sufficient funds to satisfy its
obligations under this Agreement.


 


(o) No
Other Representations and Warranties; Non-Reliance. Except for the specific representations and warranties contained in this
Section 2 and in any certificate or agreement delivered pursuant hereto, none of the Purchaser nor any person acting on behalf
of the Purchaser nor any of the Purchaser’s affiliates (the “Purchaser Parties”) has made, makes or shall
be deemed to make any other express or implied representation or warranty with respect to the Purchaser and this offering, and
the Purchaser Parties disclaim any such representation or warranty. Except for the specific representations and warranties expressly
made by the Company in Section 3 of this Agreement and in any certificate or agreement delivered pursuant hereto, the Purchaser
Parties specifically disclaim that they are relying upon any other representations or warranties that may have been made by the
Company, any person on behalf of the Company or any of the Company’s affiliates (collectively, the “Company Parties”).


 


3. Representations
and Warranties of the Company. The Company represents and warrants to the Purchaser as follows:


 


(a) Incorporation
and Corporate Power. The Company is corporation duly incorporated and validly existing and in good standing as a corporation
under the laws of the State of Delaware and has all requisite corporate power and authority to carry on its business as presently
conducted and as proposed to be conducted. The Company has no subsidiaries.


 


(b) Capitalization.
On the date hereof, the authorized share capital of the Company consists of:


 


(i) 100,000,000
Class A Shares, none of which are issued and outstanding.


 


(ii) 25,000,000
shares of the Company’s Class B common stock, par value $0.0001 per shares (the “Class B Shares”), 5,750,000
of which are issued and outstanding and held by the Sponsor. All of the outstanding Class B Shares have been duly authorized,
are fully paid and nonassessable and were issued in compliance with all applicable federal and state securities laws.


 


(iii) 1,000,000
preferred shares, none of which are issued and outstanding.


 






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(c) Authorization.
All corporate action required to be taken by the Company’s Board of Directors and stockholders in order to authorize the
Company to enter into this Agreement, and to issue the Forward Purchase Securities at the Forward Closing, and the securities
issuable upon exercise of the Forward Purchase Warrants, has been taken or will be taken prior to the Forward Closing. All action
on the part of the stockholders, directors and officers of the Company necessary for the execution and delivery of this Agreement,
the performance of all obligations of the Company under this Agreement to be performed as of the Forward Closing, and the issuance
and delivery of the Forward Purchase Securities and the securities issuable upon exercise of the Forward Purchase Warrants has
been taken or will be taken prior to the Forward Closing. This Agreement, when executed and delivered by the Company, shall constitute
the valid and legally binding obligation of the Company, enforceable against the Company in accordance with its terms except (i)
as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or other laws of general application
relating to or affecting the enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability
of specific performance, injunctive relief, or other equitable remedies, or (iii) to the extent the indemnification provisions
contained in the Registration Rights may be limited by applicable federal or state securities laws.


 


(d) Valid
Issuance of Securities. The Forward Purchase Securities, when issued, sold and delivered in accordance with the terms and
for the consideration set forth in this Agreement, and the securities issuable upon exercise of the Forward Purchase Warrants,
when issued in accordance with the terms of the Forward Purchase Warrants and this Agreement, will be validly issued, fully paid
and nonassessable, as applicable, and free of all preemptive or similar rights, taxes, liens, encumbrances and charges with respect
to the issue thereof and restrictions on transfer other than restrictions on transfer specified under this Agreement, applicable
state and federal securities laws and liens or encumbrances created by or imposed by the Purchaser. Assuming the accuracy of the
representations of the Purchaser in this Agreement and subject to the filings described in Section 3(e) below, the Forward Purchase
Securities will be issued in compliance with all applicable federal and state securities laws.


 


(e) Governmental
Consents and Filings. Assuming the accuracy of the representations and warranties made by the Purchaser in this Agreement,
no consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any
federal, state or local governmental authority is required on the part of the Company in connection with the consummation of the
transactions contemplated by this Agreement, except for filings pursuant to Regulation D of the Securities Act, and applicable
state securities laws, if any, and pursuant to the Registration Rights.


 


(f) Compliance
with Other Instruments. The execution, delivery and performance of this Agreement and the consummation of the transactions
contemplated by this Agreement will not result in any violation or default (i) of any provisions of the Company’s certificate
of incorporation, as it may be amended from time to time (the “Charter”), bylaws or other governing documents
of the Company, (ii) of any instrument, judgment, order, writ or decree to which the Company is a party or by which it is bound,
(iii) under any note, indenture or mortgage to which the Company is a party or by which it is bound, (iv) under any lease, agreement,
contract or purchase order to which the Company is a party or by which it is bound or (v) of any provision of federal or state
statute, rule or regulation applicable to the Company, in each case (other than clause (i)) which would have a material adverse
effect on the Company or its ability to consummate the transactions contemplated by this Agreement.


 


(g) Operations.
As of the date hereof, the Company has not conducted, and prior to the IPO Closing the Company will not conduct, any operations
other than organizational activities and activities in connection with offerings of its securities.


 






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(h) No
General Solicitation. Neither the Company, nor any of its officers, directors, employees, agents or stockholders has either
directly or indirectly, including, through a broker or finder (i) engaged in any general solicitation, or (ii) published any advertisement
in connection with the offer and sale of the Forward Purchase Securities.


 


(i) No
Other Representations and Warranties; Non-Reliance. Except for the specific representations and warranties contained in this
Section 3 and in any certificate or agreement delivered pursuant hereto, none of the Company Parties has made, makes or shall
be deemed to make any other express or implied representation or warranty with respect to the Company, this offering, the proposed
IPO or a potential Business Combination, and the Company Parties disclaim any such representation or warranty. Except for the
specific representations and warranties expressly made by the Purchaser in Section 2 of this Agreement and in any certificate
or agreement delivered pursuant hereto, the Company Parties specifically disclaim that they are relying upon any other representations
or warranties that may have been made by the Purchaser Parties.


 


4. Registration
Rights; Transfer


 


(a) Registration
Rights. The Purchaser shall be granted registration rights by the Company with respect to the Forward Purchase Securities
pursuant to a registration rights agreement to be entered into with the Company, a form of which has been filed with the registration
statement relating to the Company’s IPO (the “Registration Rights”), including limitations on those rights
pursuant to Section 3.6 of the registration rights agreement for so long as the Forward Purchase Securities are held by the Purchaser
or its Permitted Transferees in accordance with FINRA Rule 5110(f)(2)(G).


 


(b) Transfer.
This Agreement and all of the Purchaser’s rights and obligations hereunder (including the Purchaser’s obligation to
purchase the Forward Purchase Securities) may be transferred or assigned, at any time and from time to time, in whole or in part,
to one or more third parties (each such transferee, a “Transferee”). Upon any such assignment:


 


(i) the
applicable Transferee shall execute a signature page to this Agreement, substantially in the form of the Purchaser’s signature
page hereto (the “Joinder Agreement”), which shall reflect the number of Forward Purchase Units to be purchased
by such Transferee (the “Transferee Securities”), and, upon such execution, such Transferee shall have all
the same rights and obligations of the Purchaser hereunder with respect to the Transferee Securities, and references herein to
the “Purchaser” shall be deemed to refer to and include any such Transferee with respect to such Transferee
and to its Transferee Securities; provided, that any representations, warranties, covenants and agreements of the Purchaser and
any such Transferee shall be several and not joint and shall be made as to the Purchaser or any such Transferee, as applicable,
as to itself only; and


 


(ii) upon
a Transferee’s execution and delivery of a Joinder Agreement, the number of Forward Purchase Units to be purchased by the
Purchaser hereunder shall be reduced by the total number of Forward Purchase Units to be purchased by the applicable Transferee
pursuant to the applicable Joinder Agreement, which reduction shall be evidenced by the Purchaser and the Company amending Schedule
A to this Agreement to reflect each transfer and updating the “Number of Forward Purchase Units” and “Aggregate
Purchase Price for Forward Purchase Securities” on the Purchaser’s signature page hereto to reflect such reduced number
of Forward Purchase Securities, and the Purchaser shall be fully and unconditionally released from its obligation to purchase
such Transferee Securities hereunder. For the avoidance of doubt, this Agreement need not be amended and restated in its entirety,
but only Schedule A and the Purchaser’s signature page hereto need be so amended and updated and executed by each
of the Purchaser and the Company upon the occurrence of any such transfer of Transferee Securities.


 






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5. Additional
Agreements, Acknowledgements and Waivers of the Purchaser.


 


(a) Lock-up; Transfer
Restrictions. The Purchaser agrees that it shall not Transfer any Forward Purchase Units (or the underlying Class A Shares
and Warrants, including the Class A Shares issued or issuable upon the exercise of any such warrants) until the later of the conclusion
of the lock up period required by FINRA Rule 5110(g)(1) or 30 days after the completion of the initial Business Combination, except
that Transfers of the Forward Purchase Securities are permitted within the 180-day period following the effective date of the
Registration Statement in compliance with FINRA Rule 5110(g)(2) and thereafter to Permitted Transferees (any such transferees,
the “Permitted Transferees”): (A) to the Company’s officers or directors, any affiliates or family members
of any of the Company’s officers or directors, any members of the Purchaser, or any affiliates of the Purchaser; (B) in
the case of an individual, by gift to a member of the individual’s immediate family, to a trust, the beneficiary of which
is a member of individual’s immediate family or an affiliate of such person, or to a charitable organization; (C) in the
case of an individual, by virtue of laws of descent and distribution upon death of the 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
a 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 a Business Combination; (G) 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 Class A Shares for cash, securities or other property subsequent to the completion
of a Business Combination; (H) as a distribution to limited partners, members or stockholders of the Purchaser; (I) to the Purchaser’s
affiliates, to any investment fund or other entity controlled or managed by the Purchaser or any of its affiliates, or to any
investment manager or investment advisor of the Purchaser or an affiliate of any such investment manager or investment advisor;
(J) to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under clauses (A) through
(I) above; (K) to the Purchaser or any Transferee hereunder; (L) by virtue of the laws of the Purchaser’s jurisdiction of
formation or its organizational documents upon dissolution of the Purchaser; and (M) pursuant to an order of a court or regulatory
agency; provided, however, that in the case of clauses (A) through (E) and (H) through (L), these Permitted Transferees must enter
into a written agreement agreeing to be bound by these transfer restrictions. “Transfer” shall mean the (x)
sale or assignment of, offer to sell, contract or agreement to sell, hypothecation, 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 SEC promulgated thereunder) with respect to, any of the Forward Purchase Securities (excluding
any pledges in the ordinary course of business for bona fide financing purposes or as part of prime brokerage arrangements), (y)
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 of the Forward Purchase Securities, whether any such transaction is to be settled by delivery of such Forward Purchase
Securities, in cash or otherwise, or (z) public announcement of any intention to effect any transaction specified in clause (x)
or (y).


 


(b) Trust
Account.


 


(i) The
Purchaser hereby acknowledges that it is aware that the Company will establish the Trust Account for the benefit of its public
stockholders upon the IPO Closing. The Purchaser, for itself and its affiliates, hereby agrees that it 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, except for redemption and liquidation rights, if any, the Purchaser may have in respect of any Public Shares held
by it.


 


(ii) The
Purchaser hereby agrees that it shall have no right of set-off or any right, title, interest or claim of any kind (“Claim”)
to, or to any monies in, the Trust Account, and hereby irrevocably waives any Claim to, or to any monies in, the Trust Account
that it may have now or in the future, except for redemption and liquidation rights, if any, the Purchaser may have in respect
of any Public Shares held by it. In the event the Purchaser has any Claim against the Company under this Agreement, the Purchaser
shall pursue such Claim solely against the Company and its assets outside the Trust Account and not against the property or any
monies in the Trust Account, except for redemption and liquidation rights, if any, the Purchaser may have in respect of any Public
Shares held by it.


 






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(c) No
Short Sales. The Purchaser hereby agrees that neither it, nor any person or entity acting on its behalf or pursuant to any
understanding with it, will engage in any Short Sales with respect to securities of the Company prior to the Business Combination
Closing. For purposes of this Section, “Short Sales” shall include, without limitation, all “short sales”
as defined in Rule 200 promulgated under Regulation SHO under the Exchange Act and all types of direct and indirect stock pledges
(other than pledges in the ordinary course of business as part of prime brokerage arrangements), forward sale contracts, options,
puts, calls, swaps and similar arrangements (including on a total return basis), and sales and other transactions through non-U.S.
broker dealers or foreign regulated brokers.


 


6. NYSE
Listing. The Company will use commercially reasonable efforts to effect and maintain the listing of the Class A Shares and
Public Warrants on the New York Stock Exchange (“NYSE”) (or another national securities exchange).


 


7. Forward
Closing Conditions.


 


(a) The
obligation of the Purchaser to purchase the Forward Purchase Securities at the Forward Closing under this Agreement shall be subject
to the fulfillment, at or prior to the Forward Closing of each of the following conditions, any of which, to the extent permitted
by applicable laws, may be waived by the Purchaser:


 


(i) The
Business Combination shall be consummated substantially concurrently with, and immediately following, the purchase of the Forward
Purchase Securities;


 


(ii) The
Company shall have delivered to the Purchaser a certificate evidencing the Company’s good standing as a Delaware corporation,
as of a date within ten (10) Business Days of the Forward Closing;


 


(iii) The
representations and warranties of the Company set forth in Section 3 of this Agreement shall have been true and correct as of
the date hereof and shall be true and correct as of the Forward Closing Date, as applicable, with the same effect as though such
representations and warranties had been made on and as of such date (other than any such representation or warranty that is made
by its terms as of a specified date, which shall be true and correct as of such specified date), except where the failure to be
so true and correct would not have a material adverse effect on the Company or its ability to consummate the transactions contemplated
by this Agreement;


 


(iv) The
Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required
by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Forward Closing; and


 


(v) No
order, writ, judgment, injunction, decree, determination, or award shall have been entered by or with any governmental, regulatory,
or administrative authority or any court, tribunal, or judicial, or arbitral body, and no other legal restraint or prohibition
shall be in effect, preventing the purchase by the Purchaser of the Forward Purchase Securities.


 






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(b) The
obligation of the Company to sell the Forward Purchase Securities at the Forward Closing under this Agreement shall be subject
to the fulfillment, at or prior to the Forward Closing of each of the following conditions, any of which, to the extent permitted
by applicable laws, may be waived by the Company:


 


(i) The
Business Combination shall be consummated substantially concurrently with, and immediately following, the purchase of Forward
Purchase Securities;


 


(ii) The
representations and warranties of the Purchaser set forth in Section 2 of this Agreement shall have been true and correct as of
the date hereof and shall be true and correct as of the Forward Closing Date, as applicable, with the same effect as though such
representations and warranties had been made on and as of such date (other than any such representation or warranty that is made
by its terms as of a specified date, which shall be true and correct as of such specified date), except where the failure to be
so true and correct would not have a material adverse effect on the Purchaser or its ability to consummate the transactions contemplated
by this Agreement;


 


(iii) The
Purchaser shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions
required by this Agreement to be performed, satisfied or complied with by the Purchaser at or prior to the Forward Closing; and


 


(iv) No
order, writ, judgment, injunction, decree, determination, or award shall have been entered by or with any governmental, regulatory,
or administrative authority or any court, tribunal, or judicial, or arbitral body, and no other legal restraint or prohibition
shall be in effect, preventing the purchase by the Purchaser of the Forward Purchase Securities.


 


8. Termination.
This Agreement may be terminated at any time prior to the Forward Closing:


 


(a) by
mutual written consent of the Company and the Purchaser;


 


(b) automatically


 


(i) if
the IPO is not consummated on or prior to twelve months from the date of this Agreement; or


 


(ii) if
the Business Combination is not consummated within 24 months from the closing of the IPO, or such later date as may be approved
by the Company’s shareholders.


 


In
the event of any termination of this Agreement pursuant to this Section 8, the FPS Purchase Price (and interest thereon, if any),
if previously paid, and all Purchaser’s funds paid in connection herewith shall be promptly returned to the Purchaser, and
thereafter this Agreement shall forthwith become null and void and have no effect, without any liability on the part of the Purchaser
or the Company and their respective directors, officers, employees, partners, managers, members, or stockholders and all rights
and obligations of each party shall cease; provided, however, that nothing contained in this Section 8 shall relieve
either party from liabilities or damages arising out of any fraud or willful breach by such party of any of its representations,
warranties, covenants or agreements contained in this Agreement.


 






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9. General
Provisions.


 


(a) Notices.
All notices and other communications given or made pursuant to this Agreement shall be in writing and shall be deemed effectively
given upon the earlier of actual receipt, or (a) personal delivery to the party to be notified, (b) when sent, if sent by electronic
mail or facsimile (if any) during normal business hours of the recipient, and if not sent during normal business hours, then on
the recipient’s next Business Day, (c) five (5) Business Days after having been sent by registered or certified mail, return
receipt requested, postage prepaid, or (d) one (1) Business Day after deposit with a nationally recognized overnight courier,
freight prepaid, specifying next Business Day delivery, with written verification of receipt. All communications sent to the Company
shall be sent to: B. Riley Principal Merger Corp. II, 299 Park Avenue, 21st Floor, New York, New York 10171, Attn: Daniel Shribman,
Chief Executive Officer and Chief Financial Officer, email: dshribman@brileyfin.com, with a copy to the Company’s counsel
at: Winston & Strawn LLP, 200 Park Avenue, New York, New York 10166, Attn: Joel L. Rubinstein, Esq., email: jrubinstein@winston.com,
fax: (212) 294-4700.


 


All
communications to the Purchaser shall be sent to the Purchaser’s address as set forth on the signature page hereof, or to
such e-mail address, facsimile number (if any) or address as subsequently modified by written notice given in accordance with
this Section 8(a).


 


(b) No
Finder’s Fees. Each party represents that it neither is nor will be obligated for any finder’s fee or commission
in connection with this transaction. The Purchaser agrees to indemnify and to hold harmless the Company from any liability for
any commission or compensation in the nature of a finder’s or broker’s fee arising out of this transaction (and the
costs and expenses of defending against such liability or asserted liability) for which the Purchaser or any of its officers,
employees or representatives is responsible. The Company agrees to indemnify and hold harmless the Purchaser from any liability
for any commission or compensation in the nature of a finder’s or broker’s fee arising out of this transaction (and
the costs and expenses of defending against such liability or asserted liability) for which the Company or any of its officers,
employees or representatives is responsible.


 


(c) Survival
of Representations and Warranties. All of the representations and warranties contained herein shall survive the Forward Closing.


 


(d) Entire
Agreement. This Agreement, together with any documents, instruments and writings that are delivered pursuant hereto or referenced
herein, constitutes the entire agreement and understanding of the parties hereto in respect of its subject matter 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.


 


(e) Successors.
All of the terms, agreements, covenants, representations, warranties, and conditions of this Agreement are binding upon, and inure
to the benefit of and are enforceable by, the parties hereto and their respective successors. Nothing in this Agreement, express
or implied, is intended to confer upon any party other than the parties hereto or their respective successors and assigns any
rights, remedies, obligations or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.


 


(f) Assignments.
Except as otherwise specifically provided herein, no party hereto may assign either this Agreement or any of its rights, interests,
or obligations hereunder without the prior written approval of the other party.


 






    11


     


    

 


(g) Counterparts.
This Agreement may be executed in two or more counterparts, each of which will be deemed an original but all of which together
will constitute one and the same instrument.


 


(h) Headings.
The section headings contained in this Agreement are inserted for convenience only and will not affect in any way the meaning
or interpretation of this Agreement.


 


(i) Governing
Law. This Agreement, the entire relationship of the parties hereto, and any dispute between the parties (whether grounded
in contract, tort, statute, law or equity) shall be governed by, construed in accordance with, and interpreted pursuant to the
laws of the State of New York, without giving effect to its choice of laws principles.


 


(j) Jurisdiction.
The parties (i) hereby irrevocably and unconditionally submit to the jurisdiction of the state courts of New York and to the jurisdiction
of the United States District Court for the Southern District of New York for the purpose of any suit, action or other proceeding
arising out of or based upon this Agreement, (b) agree not to commence any suit, action or other proceeding arising out of or
based upon this Agreement except in state courts of New York or the United States District Court for the Southern District of
New York, and (c) hereby waive, and agree not to assert, by way of motion, as a defense, or otherwise, in any such suit, action
or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is
exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the
venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in
or by such court.


 


(k) Waiver
of Jury Trial. The parties hereto hereby waive any right to a jury trial in connection with any litigation pursuant to this
Agreement and the transactions contemplated hereby.


 


(l) Amendments.
This Agreement may not be amended, modified or waived as to any particular provision except with the prior written consent of
the Company and the Purchaser.


 


(m) Severability.
The provisions of this Agreement will be deemed severable and the invalidity or unenforceability of any provision will not affect
the validity or enforceability of the other provisions hereof; provided that if any provision of this Agreement, as applied to
any party hereto or to any circumstance, is adjudged by a governmental authority, arbitrator, or mediator not to be enforceable
in accordance with its terms, the parties hereto agree that the governmental authority, arbitrator, or mediator making such determination
will have the power to modify the provision in a manner consistent with its objectives such that it is enforceable, and/or to
delete specific words or phrases, and in its reduced form, such provision will then be enforceable and will be enforced.


 


(n) Expenses.
Each of the Company and the Purchaser will bear its own costs and expenses incurred in connection with the preparation, execution
and performance of this Agreement and the consummation of the transactions contemplated hereby, including all fees and expenses
of agents, representatives, financial advisors, legal counsel and accountants. The Company shall be responsible for the fees of
its transfer agent; stamp taxes and all of The Depository Trust Company’s fees associated with the issuance of the Securities
and the securities issuable upon conversion or exercise of the Forward Purchase Securities.


 






    12


     


    

 


(o) Construction.
The parties hereto have participated jointly in the negotiation and drafting of this Agreement. If an ambiguity or question of
intent or interpretation arises, this Agreement will be construed as if drafted jointly by the parties hereto and no presumption
or burden of proof will arise favoring or disfavoring any party hereto because of the authorship of any provision of this Agreement.
Any reference to any federal, state, local, or foreign law will be deemed also to refer to law as amended and all rules and regulations
promulgated thereunder, unless the context requires otherwise. The words “include,” “includes,”
and “including” will be deemed to be followed by “without limitation.” Pronouns in masculine,
feminine, and neuter genders will be construed to include any other gender, and words in the singular form will be construed to
include the plural and vice versa, unless the context otherwise requires. The words “this Agreement,” “herein,”
“hereof,” “hereby,” “hereunder,” and words of similar import refer to
this Agreement as a whole and not to any particular subdivision unless expressly so limited. The parties hereto intend that each
representation, warranty, and covenant contained herein will have independent significance. If any party hereto has breached any
representation, warranty, or covenant contained herein in any respect, the fact that there exists another representation, warranty
or covenant relating to the same subject matter (regardless of the relative levels of specificity) which such party hereto has
not breached will not detract from or mitigate the fact that such party hereto is in breach of the first representation, warranty,
or covenant.


 


(p) Waiver.
No waiver by any party hereto of any default, misrepresentation, or breach of warranty or covenant hereunder, whether intentional
or not, may be deemed to extend to any prior or subsequent default, misrepresentation, or breach of warranty or covenant hereunder
or affect in any way any rights arising because of any prior or subsequent occurrence.


 


(q) Specific
Performance. The Purchaser agrees that irreparable damage may occur in the event any provision of this Agreement was not performed
by the Purchaser in accordance with the terms hereof and that the Company shall be entitled to specific performance of the terms
hereof, in addition to any other remedy at law or equity.


 


[Signature
Page Follows]


 




    13


     


    


 


IN
WITNESS WHEREOF, the undersigned have executed this Agreement to be effective as of the date first set forth above.


 


PURCHASER


	 	 	 
	B. RILEY PRINCIPAL INVESTMENTS, LLC	 
	 	 	 
	By:	 	 
	Name:	Kenneth Young	 
	Title:	Chief Executive Officer	 



 


	Address for Notices:	1300 North 17th Street, Suite 1300
		Arlington, VA 22209
	E-mail:	kyoung@brileyfin.com



 


	COMPANY	 	 
	 	 	 
	B. RILEY PRINCIPAL MERGER CORP. II	 
	 	 	 
	By:	 	 
	Name: 	Daniel Shribman	 
	Title:	Chief Executive and Chief Financial Officer	 




 




    14


     


    


 


TO
BE EXECUTED UPON ANY ASSIGNMENT AND/OR REVISION IN ACCORDANCE WITH THIS AGREEMENT TO “NUMBER OF FORWARD PURCHASE UNITS”
AND “AGGREGATE PURCHASE PRICE FOR FORWARD PURCHASE SECURITIES” SET FORTH BELOW


 


	Number of Forward Purchase Units:	 	 	2,500,000	 
	 	 	 	 	 
	Aggregate Purchase Price for Forward Purchase Securities:	 	$	25,000,000	 



 


 


Number
of Forward Purchase Units and Aggregate Purchase Price for Forward Purchase Securities as of
           , 202[
           ],
accepted and agreed to as of this          day
of          , 202[
          ].


 


	 	[__________]
	 	 	 
	 	By:	           
	 	Name:	 
	 	Title:	 
	 	 	 
	 	B.
    RILEY PRINCIPAL MERGER CORP. II
	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 




    15


     


    


 


SCHEDULE
A


SCHEDULE
OF TRANSFERS OF FORWARD PURCHASE SECURITIES


 


The
following transfers of a portion of the original number of Forward Purchase Units have been made:


 


	Date
    of Transfer	 	Transferee	 	Number
    of

    Forward Purchase Units

    Transferred	 	 	Purchaser
    Revised 

    Forward Purchase Units Amount	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 


 




    A-1


     


    


 


TO
BE EXECUTED UPON ANY ASSIGNMENT OR FINAL DETERMINATION OF FORWARD PURCHASE SECURITIES:


 


Schedule
A as of
           , 202[
            ], accepted and agreed to as of this day of
           , 202[
           ] by:


 


	[__________]	 	B.
    RILEY PRINCIPAL MERGER CORP. II
	 	 	 
	By:	 	 	By:	 
	Name:	          	 	Name:	        
	Title:	 	 	Title:	 


 


 


A-2