Exhibit 10.1


 


May 19, 2020


B. Riley Principal Merger Corp. II


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. II, a Delaware corporation (the “Company”),
and B. Riley FBR, Inc., as representative (the “Representative”) of the several underwriters (each, an
“Underwriter” and collectively, the “Underwriters”), relating to an underwritten
initial public offering (the “Public Offering”), of 20,125,000 of the Company’s
units (including up to 2,625,000 units that may be purchased to cover over-allotments, if any) (the “Units”),
each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Class A
Common Stock”), and one-half of one redeemable warrant. Each whole warrant (each, a “Warrant”)
entitles the holder thereof to purchase one share of Class A Common Stock at a price of $11.50 per share, subject to adjustment
as described in the Prospectus (as defined below). 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 11 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. II, 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 (as defined below) 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, he or she will not sell or tender
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 (as it may be amended
from time to time, 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 shares of Class A 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, liquidate and dissolve, 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 the required time
period set forth in the Charter, unless the Company provides its public stockholders with the opportunity to redeem their Offering
Shares 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 Offering Shares (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 the time period set forth in the Charter).


 


		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) $10.10 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 $10.10 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 2,625,000 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 656,250 multiplied by a fraction, (i)
the numerator of which is 2,625,000 minus the number of Units purchased by the Underwriters upon the exercise of their over-allotment
option, and (ii) the denominator of which is 2,625,000. 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 Class A Common Stock after the Public Offering (not including shares of Class A Common Stock underlying
the Private Placement Units (as defined below)).



 


		6.	(a) The Sponsor and each Insider that is an officer of the Company may sponsor or form other special
purpose acquisition companies similar to the Company or may pursue other business or investment ventures during the period in which
the Company is seeking an initial business combination.



 


(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 Class A 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 Class A 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 Class A 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 Class A 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; cash compensation to
the Representative, or another affiliate of the Sponsor, for acting as placement agent for a private placement or for services
in connection with the initial Business Combination that are in addition to the services required to be performed pursuant to the
Business Combination Marketing Agreement, entered into by and between the Company and the Representative, that are payable to Representative,
contingent on the closing of the initial Business Combination, in amounts consistent with market standards for comparable services;
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) “Common Stock” shall mean the Class A common stock and Class B common stock;
(iii) “Founder Shares” shall mean the 5,031,250 shares of Class B common stock issued and outstanding
(up to 656,250 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 650,000 units (or 728,750 units if
the over-allotment option is exercised in full) that the Sponsor has agreed to purchase for an aggregate purchase price of $6,500,000
(or $7,287,500 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, 2020; 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. II, LLC
	 	 	 
	 	By:	/s/ Phillip Ahn
	 	 	Name:  Phillip Ahn
	 	 	Title:    Authorized Signatory


 


	 	By:	/s/ Daniel Shribman
	 	 	Name: Daniel Shribman 


 


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


 


	 	By:	/s/ Kenneth Young
	 	 	Name: Kenneth Young


 


	 	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/ Robert Suss
	 	 	Name: Robert Suss


 


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


 


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


 


[Signature page to Letter Agreement]