Exhibit 10.6


 


B.
RILEY PRINCIPAL MERGER CORP. II


299
Park Avenue, 21st Floor


New
York, New York 10171


 


May
19, 2020


 


B.
Riley Corporate Services, Inc.


299
Park Avenue, 21st Floor


New
York, New York 10171


 


Re: Administrative
Support Agreement


 


Ladies
and Gentlemen:


 


This
letter agreement (this “Agreement”) by and between B. Riley Principal Merger Corp. II (the “Company”)
and B. Riley Corporate Services, Inc. (“BRCS”), dated as of the date hereof, will confirm our agreement
that, commencing on the date the securities of the Company are first listed on the New York Stock Exchange (the “Listing
Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and
Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation
by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration
Statement) (such earlier date hereinafter referred to as the “Termination Date”):


 


1. BRCS shall
make available, or cause to be made available, to the Company, at 299 Park Avenue, 21st Floor, New York, New York 10171 (or any
successor location), certain office space, utilities and secretarial and administrative support as may be reasonably required
by the Company. In exchange therefor, the Company shall pay BRCS $10,000 per month on the Listing Date and continuing monthly
thereafter until the Termination Date; and


 


2. BRCS
hereby irrevocably waives any and all right, title, interest, causes of action and claims of any kind as a result of, or arising
out of, this Agreement (each, a “Claim”) in or to, and any and all right to seek payment of any amounts
due to it out of, the trust account established for the benefit of the public stockholders of the Company and into which substantially
all of the proceeds of the Company’s initial public offering will be deposited (the “Trust Account”),
and hereby irrevocably waives any Claim it may have in the future as a result of, or arising out of, this Agreement, which Claim
would reduce, encumber or otherwise adversely affect the Trust Account or any monies or other assets in the Trust Account, and
further agrees not to seek recourse, reimbursement, payment or satisfaction of any Claim against the Trust Account or any monies
or other assets in the Trust Account for any reason whatsoever.


 


This
Agreement 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.


 


This
Agreement may not be amended, modified or waived as to any particular provision, except by a written instrument executed by the
parties hereto.


 


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. 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
Agreement constitutes the entire relationship of the parties hereto, and any litigation 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 law principles.


 


[Signature
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	 	Very truly yours, 
	 	 
	 	B. RILEY PRINCIPAL MERGER CORP.
    II
	 	 	 
	 	By: 	/s/ Daniel Shribman
	 	 	Name: 	 Daniel Shribman
	 	 	Title:	Chief Executive Officer and

 Chief Financial Officer


 


	AGREED AND ACCEPTED BY:	 
	 	 
	B. RILEY CORPORATE SERVICES,
    INC.	 
	 	 
	By: 	/s/ Phillip Ahn	 
	 	Name: 	Phillip Ahn	 
	 	Title:	CFO and COO	 


 


[Signature
Page to Administrative Support Agreement]