Exhibit 10.5


 


FORWARD PURCHASE AGREEMENT


 


This
Forward Purchase Agreement (this “Agreement”) is entered into as of May 19, 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 17,500,000 units
(or 20,125,000 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 650,000 units (or 728,750 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.


 




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(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.


 


(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.


 




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(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.


 


(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.


 




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(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”), 5,031,250
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.


 


(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.


 




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(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.


 


(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).


 




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(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 18 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.


 




    11


     


    

 


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.


 




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(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.


 


(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.


 




    13


     


    

 


(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.


 


(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]


 




    14


     


    

 


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:	/s/ Kenneth Young	 
	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:	/s/ Daniel Shribman	 
	Name: 	Daniel Shribman	 
	Title:	Chief Executive and Chief Financial Officer	 


 


[Signature Page to Forward Purchase Agreement]


 




     


     


    

 


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:	 


 




     


     


    

 


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