Exhibit 10.3


 


 





THIS
AMENDED AND RESTATED PROMISSORY NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”).  THIS AMENDED AND RESTATED NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED
OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY
SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.  


 


AMENDED
AND RESTATED PROMISSORY NOTE


 


	Principal
    Amount:  $300,000	 Dated
    as of May 12, 2020


 


WHEREAS,
on February 4, 2020, the undersigned B. Riley Principal Merger Corp. II, a Delaware corporation (“Maker” or
the “Company”), issued that certain Promissory Note (the “Original Promissory Note”) to
B. Riley Principal Sponsor Co. II, LLC, a Delaware limited liability company, or its registered assigns or successors in interest
(“Payee”); and


WHEREAS,
the Maker and Payee desire to amend and restate in its entirety the Original Promissory Note on the terms and conditions provided
in this note (the “Amended and Restated Promissory Note”).


NOW
THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the existence
and sufficiency of which is expressly recognized by each of the parties hereto, the parties agree as follows:


 


The
Maker hereby promises to pay to the order of the Payee, or order, the principal sum of Three Hundred Thousand Dollars ($300,000)
or such lesser amount as shall have been advanced to Payee to Maker and shall remain unpaid under this Amended and Restated Note
on the Maturity Date (as defined below) in lawful money of the United States of America, on the terms and conditions described
below.  All payments on this Amended and Restated Note shall be made by check or wire transfer of immediately available
funds or as otherwise determined by the Maker to such account as the Payee may from time to time designate by written notice in
accordance with the provisions of this Amended and Restated Note.


 


1.     Principal. The
entire unpaid principal balance of this Amended and Restated Note shall be payable on the earlier of: (i) December 31, 2020 or
(ii) the date on which Maker consummates an initial public offering of its securities (such earlier date, the “Maturity
Date”). The principal balance may be prepaid at any time. Under no circumstances shall any individual, including
but not limited to any officer, director, employee or stockholder of the Maker, be obligated personally for any obligations or
liabilities of the Maker hereunder.


 


2.
Drawdown Requests. Maker and Payee agree that Maker may request, from time to time, up to Three Hundred Thousand Dollars
($300,000) in drawdowns under this Amended and Restated Note to be used for costs and expenses related to Maker’s formation
and the proposed initial public offering of its securities (the “IPO”). Principal of this Amended and Restated
Note may be drawn down from time to time prior to the Maturity Date upon written request from Maker to Payee (each, a “Drawdown
Request”). Each Drawdown Request must state the amount to be drawn down, and must not be an amount less than Ten Thousand
Dollars ($10,000). Payee shall fund each Drawdown Request no later than three (3) business days after receipt of a Drawdown Request;
provided, however, that the maximum amount of drawdowns outstanding under this Amended and Restated Note at any time may not exceed
Three Hundred Thousand Dollars ($300,000). No fees, payments or other amounts shall be due to Payee in connection with, or as
a result of, any Drawdown Request by Maker.


 


3.     Interest. No
interest shall accrue on the unpaid principal balance of this Amended and Restated Note.


 


4.     Application
of Payments. All payments shall be applied first to payment in full of any costs incurred in the collection of any sum
due under this Amended and Restated Note, including (without limitation) reasonable attorney’s fees, then to the payment
in full of any late charges and finally to the reduction of the unpaid principal balance of this Amended and Restated Note.






     


     


    




 


5.     Events
of Default. The following shall constitute an event of default (“Event of Default”):


 


(a)          Failure
to Make Required Payments. Failure by Maker to pay the principal amount due pursuant to this Amended and Restated Note within
five (5) business days of the date specified above.


 


(b)          Voluntary
Bankruptcy, Etc. The commencement by Maker of a voluntary case under any applicable bankruptcy, insolvency, reorganization,
rehabilitation or other similar law, or the consent by it to the appointment of or taking possession by a receiver, liquidator,
assignee, trustee, custodian, sequestrator (or other similar official) of Maker or for any substantial part of its property, or
the making by it of any assignment for the benefit of creditors, or the failure of Maker generally to pay its debts as such debts
become due, or the taking of corporate action by Maker in furtherance of any of the foregoing.


 


(c)          Involuntary
Bankruptcy, Etc. The entry of a decree or order for relief by a court having jurisdiction in the premises in respect of Maker
in an involuntary case under any applicable bankruptcy, insolvency or other similar law, or appointing a receiver, liquidator,
assignee, custodian, trustee, sequestrator (or similar official) of Maker or for any substantial part of its property, or ordering
the winding-up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period
of 60 consecutive days.


  


6.     Remedies.


 


(a)          Upon
the occurrence of an Event of Default specified in Section 4(a) hereof, Payee may, by written notice to Maker, declare this Amended
and Restated Note to be due immediately and payable, whereupon the unpaid principal amount of this Amended and Restated Note,
and all other amounts payable thereunder, shall become immediately due and payable without presentment, demand, protest or other
notice of any kind, all of which are hereby expressly waived, anything contained herein or in the documents evidencing the same
to the contrary notwithstanding.


 


(b)          Upon
the occurrence of an Event of Default specified in Sections 5(b) or 5(c), the unpaid principal balance of this Amended and Restated
Note, and all other sums payable with regard to this Amended and Restated Note, shall automatically and immediately become due
and payable, in all cases without any action on the part of Payee.


  


7.     Waivers. Maker
and all endorsers and guarantors of, and sureties for, this Amended and Restated Note waive presentment for payment, demand, notice
of dishonor, protest, and notice of protest with regard to the Amended and Restated Note, all errors, defects and imperfections
in any proceedings instituted by Payee under the terms of this Amended and Restated Note, and all benefits that might accrue to
Maker by virtue of any present or future laws exempting any property, real or personal, or any part of the proceeds arising from
any sale of any such property, from attachment, levy or sale under execution, or providing for any stay of execution, exemption
from civil process, or extension of time for payment; and Maker agrees that any real estate that may be levied upon pursuant to
a judgment obtained by virtue hereof, on any writ of execution issued hereon, may be sold upon any such writ in whole or in part
in any order desired by Payee.


 


8.     Unconditional
Liability. Maker hereby waives all notices in connection with the delivery, acceptance, performance, default, or enforcement
of the payment of this Amended and Restated Note, and agrees that its liability shall be unconditional, without regard to the
liability of any other party, and shall not be affected in any manner by any indulgence, extension of time, renewal, waiver or
modification granted or consented to by Payee, and consents to any and all extensions of time, renewals, waivers, or modifications
that may be granted by Payee with respect to the payment or other provisions of this Amended and Restated Note, and agrees that
additional makers, endorsers, guarantors, or sureties may become parties hereto without notice to Maker or affecting Maker’s
liability hereunder.


 


9.     Notices. All
notices, statements or other documents which are required or contemplated by this Agreement shall be: (i) in writing and delivered
personally or sent by first class registered or certified mail, overnight courier service or facsimile or electronic transmission
to the address designated in writing, (ii) by facsimile to the number most recently provided to such party or such other address
or fax number as may be designated in writing by such party and (iii) by electronic mail, to the electronic mail address most
recently provided to such party or such other electronic mail address as may be designated in writing by such party.  Any
notice or other communication so transmitted shall be deemed to have been given on the day of delivery, if delivered personally,
on the business day following receipt of written confirmation, if sent by facsimile or electronic transmission, one (1) business
day after delivery to an overnight courier service or five (5) days after mailing if sent by mail.






     


     


    




 


10.     Construction. THIS
AMENDED AND RESTATED NOTE SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF NEW YORK, WITHOUT REGARD TO CONFLICT
OF LAW PROVISIONS THEREOF.


 


11.   Severability. Any
provision contained in this Amended and Restated Note which is prohibited or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions
hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision
in any other jurisdiction.


 


12.   Trust
Waiver.  Notwithstanding anything herein to the contrary, the Payee hereby waives any and all right, title, interest
or claim of any kind (“Claim”) in or to any distribution of or from the trust account to be established in
which the proceeds of the IPO conducted by the Maker (including the deferred underwriters discounts and commissions) and the proceeds
of the sale of the warrants issued in a private placement to occur prior to the consummation of the IPO are to be deposited, as
described in greater detail in the registration statement and prospectus to be filed with the Securities and Exchange Commission
in connection with the IPO, and hereby agrees not to seek recourse, reimbursement, payment or satisfaction for any Claim against
the trust account for any reason whatsoever.


 


13.No
Conversion.Notwithstanding anything herein to the contrary, neither the Payee, its affiliates nor any third party shall
have the right, ability or recourse to convert this Amended and Restated Note, or any portion thereof, into securities of the
Maker.


 


14.   Amendment;
Waiver.  Any amendment hereto or waiver of any provision hereof may be made with, and only with, the written consent
of the Maker and the Payee.


 


15.   Assignment.  No
assignment or transfer of this Amended and Restated Note or any rights or obligations hereunder may be made by any party hereto
(by operation of law or otherwise) without the prior written consent of the other party hereto and any attempted assignment without
the required consent shall be void.


  


[Signature
page follows]


 






     


     


    

   


IN
WITNESS WHEREOF, Maker, intending to be legally bound hereby, has caused this Amended and Restated Note to be duly executed
by the undersigned as of the day and year first above written.


 


	 	B.
        RILEY PRINCIPAL MERGER CORP. II

        a
        Delaware corporation

	 	 	 
	 	By:	/s/ Daniel
    Shribman
	 	 	Name: Daniel Shribman
	 	 	Title: Chief Financial Officer


 


 


  


 


 







 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 





[Signature Page to Amended and Restated
Promissory Note]