Exhibit 4.1


 


WARRANT
AGREEMENT


 


THIS WARRANT AGREEMENT
(this “Agreement”), dated as of May 19, 2020, is by and between B. Riley Principal Merger Corp. II, a
Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York
corporation, as warrant agent (in such capacity, the “Warrant Agent”, and also referred to herein as
the “Transfer Agent”).


 


WHEREAS, the Company
is engaged in an initial public offering (the “Offering”) of units of the Company’s equity securities,
each such unit comprised of one share of Class A common stock, par value $0.0001 per share (“Common Stock”),
and one-half of one redeemable Public Warrant (as defined below) (the “Units”) and, in connection therewith,
has determined to issue and deliver up to 8,750,000 Public Warrants (or up to 10,062,500 Public Warrants if the Over-allotment
Option (as defined below) is exercised in full) to public investors in the Offering (the “Public Warrants”);


 


WHEREAS, the Company
has entered into that certain Private Placement Units Purchase Agreement with B. Riley Principal Sponsor Co. II, LLC, a Delaware
limited liability company (the “Sponsor”), pursuant to which the Sponsor has agreed to purchase an aggregate
of 650,000 Units (or up to 728,750 Units if the Over-allotment Option is exercised in full) simultaneously with the closing of
the Offering (the “Private Placement Units”), which Private Placement Units include an aggregate of 325,000
private placement warrants (the “Private Placement Warrants”) (or up to 364,375 Private Placement Warrants
if the Over-allotment Option is exercised in full), each bearing the legend set forth in Exhibit B hereto;


 


WHEREAS, the Company
has entered into that certain Forward Purchase Agreement (the “Forward Purchase Agreement”) with an affiliate
of the Sponsor (the “Forward Purchase Investor”) pursuant to which the Forward Purchase Investor will
be issued 1,250,000 warrants (the “Forward Purchase Warrants”) included as part of Units to be sold to
the Forward Purchase Investor in a private placement transaction to occur at or prior to the time of the Company’s initial
Business Combination (as defined below), each bearing the legend set forth in Exhibit B hereto;


 


WHEREAS, in order to
finance the Company’s transaction costs in connection with an intended initial Business Combination (as defined below), the
Sponsor or an affiliate of the Sponsor or the Company’s officers and directors may, but are not obligated to, loan to the
Company funds as the Company may require, of which up to $1,500,000 of such loans may be convertible into additional units at a
price of $10.00 per unit, or up to 150,000 units, which will be identical to the Private Placement Units (the warrants underlying
such units, “Working Capital Warrants”, and collectively with the Private Placement Warrants, the Forward
Purchase Warrants and the Public Warrants, the “Warrants”);


 


WHEREAS, each whole
Warrant entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per whole share, subject
to adjustment in either case as described herein;


 


WHEREAS, the Company
has filed with the U.S. Securities and Exchange Commission (the “Commission”) a registration statement
on Form S-1, File No. 333-237812 (the “Registration Statement”) and prospectus (the “Prospectus”),
for the registration, under the Securities Act of 1933, as amended (the “Securities Act”), of the Units,
the Public Warrants and the Common Stock included in the Units;


 


WHEREAS, the Company
desires the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing to so act, in connection with the issuance,
registration, transfer, exchange, redemption and exercise of the Warrants;


 


WHEREAS, the Company
desires to provide for the form and provisions of the Warrants, the terms upon which they shall be issued and exercised, and the
respective rights, limitation of rights, and immunities of the Company, the Warrant Agent, and the holders of the Warrants; and


 


WHEREAS, all acts and
things have been done and performed which are necessary to make the Warrants, when executed on behalf of the Company and countersigned
by or on behalf of the Warrant Agent, as provided herein, the valid, binding and legal obligations of the Company, and to authorize
the execution and delivery of this Agreement.


 






     


     


    

 


NOW, THEREFORE, in
consideration of the mutual agreements herein contained, the parties hereto agree as follows:


 


1. Appointment
of Warrant Agent. The Company hereby appoints the Warrant Agent to act as agent for the Company for the Warrants, and
the Warrant Agent hereby accepts such appointment and agrees to perform the same in accordance with the terms and conditions set
forth in this Agreement.


 


2. Warrants.


 


2.1 Form
of Warrant. Each Warrant shall be issued in registered form only, and, if a physical certificate is issued, shall
be in substantially the form of Exhibit A hereto, the provisions of which are incorporated herein and shall be signed by,
or bear the facsimile signature of, the Chairman of the Board, President, Chief Executive Officer, Chief Financial Officer, Secretary
or other principal officer of the Company. In the event the person whose facsimile signature has been placed upon any Warrant shall
have ceased to serve in the capacity in which such person signed the Warrant before such Warrant is issued, it may be issued with
the same effect as if he or she had not ceased to be such at the date of issuance. All of the Public Warrants shall initially be
represented by one or more book-entry certificates (each, a “Book-Entry Warrant Certificate”).


 


2.2 Effect
of Countersignature. If a physical certificate is issued, unless and until countersigned by the Warrant Agent pursuant
to this Agreement, a Warrant certificate shall be invalid and of no effect and may not be exercised by the holder thereof.


 


2.3 Registration.


 


2.3.1 Warrant
Register. The Warrant Agent shall maintain books (the “Warrant Register”) for the registration of
original issuance and the registration of transfer of the Warrants. Upon the initial issuance of the Warrants, the Warrant Agent
shall issue and register the Warrants in the names of the respective holders thereof in such denominations and otherwise in accordance
with instructions delivered to the Warrant Agent by the Company. All of the Public Warrants shall initially be represented by one
or more Book-Entry Warrant Certificates deposited with The Depository Trust Company (the “Depositary”)
and registered in the name of Cede & Co., a nominee of the Depositary. Ownership of beneficial interests in the Public Warrants
shall be shown on, and the transfer of such ownership shall be effected through, records maintained by (i) the Depositary or its
nominee for each Book-Entry Warrant Certificate, or (ii) institutions that have accounts with the Depositary (each such institution,
with respect to a Warrant in its account, a “Participant”).


 


If the Depositary subsequently
ceases to make its book-entry settlement system available for the Public Warrants, the Company may instruct the Warrant Agent regarding
making other arrangements for book-entry settlement. In the event that the Public Warrants are not eligible for, or it is no longer
necessary to have the Public Warrants available in, book-entry form, the Warrant Agent shall provide written instructions to the
Depositary to deliver to the Warrant Agent for cancellation each Book-Entry Warrant Certificate, and the Company shall instruct
the Warrant Agent to deliver to the Depositary definitive certificates in physical form evidencing such Warrants (“Definitive
Warrant Certificate”). Such Definitive Warrant Certificate shall be in the form annexed hereto as Exhibit A,
with appropriate insertions, modifications and omissions, as provided above.


 


2.3.2 Registered
Holder. Prior to due presentment for registration of transfer of any Warrant, the Company and the Warrant Agent may deem and
treat the person in whose name such Warrant is registered in the Warrant Register (the “Registered Holder”)
as the absolute owner of such Warrant and of each Warrant represented thereby (notwithstanding any notation of ownership or other
writing on a Definitive Warrant Certificate made by anyone other than the Company or the Warrant Agent), for the purpose of any
exercise thereof, and for all other purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to
the contrary.


 






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2.4 Detachability
of Warrants. The Common Stock and Public Warrants comprising the Units shall begin separate trading on the 52nd day
following the date of the Prospectus or, if such 52nd day is not on a day, other than a Saturday, Sunday or federal holiday, on
which banks in New York City are generally open for normal business (a “Business Day”), then on the immediately
succeeding Business Day following such date, or earlier (the “Detachment Date”) with the consent of B.
Riley FBR, Inc. (“B. Riley”), as representative of the several underwriters, but in no event shall the
Common Stock and the Public Warrants comprising the Units be separately traded until (A) the Company has filed a current report
on Form 8-K with the Commission containing an audited balance sheet reflecting the receipt by the Company of the gross proceeds
of the Offering, including the proceeds received by the Company from the exercise by the underwriters of their right to purchase
additional Units in the Offering (the “Over-allotment Option”), if the Over-allotment Option is exercised
prior to the filing of the Form 8-K, and (B) the Company issues a press release and files with the Commission a current report
on Form 8-K announcing when such separate trading shall begin.


 


2.5 Fractional
Warrants. The Company shall not issue fractional Warrants other than as part of the Units, each of which is comprised
of one share of Common Stock and one-half of one Public Warrant. If, upon the detachment of Public Warrants from Units or otherwise,
a holder of Warrants would be entitled to receive a fractional Warrant, the Company shall round down to the nearest whole number
of Warrants to be issued to such holder.


 


2.6 Private
Placement Warrants, Forward Purchase Warrants and Working Capital Warrants. The Private Placement Warrants, Forward
Purchase Warrants and the Working Capital Warrants shall be identical to the Public Warrants, except that so long as they are held
by the Sponsor or any of its Permitted Transferees (as defined below) the Private Placement Warrants, Forward Purchase Warrants
and the Working Capital Warrants: (i) may be exercised for cash or on a cashless basis, pursuant to subsection 3.3.1(c)
hereof, (ii) may not be transferred, assigned or sold until the date that is thirty (30) days after the completion by the Company
of an initial Business Combination (as defined below), (iii) 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), and (iv) shall not be redeemable by the Company;
provided, however, that in the case of (ii), the Private Placement Warrants, the Forward Purchase Warrants, the Working
Capital Warrants and any shares of Common Stock held by the Sponsor or its Permitted Transferees and issued upon exercise of the
Private Placement Warrants, the Forward Purchase Warrants or the Working Capital Warrants may be transferred by the holders thereof:


 


(a) to
the Company’s officers or directors, any affiliate or family member of any of the Company’s officers or directors or
any affiliate of the Sponsor or to any member 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 the laws of descent and distribution upon death of such person;


 


(d) in
the case of an individual, pursuant to a qualified domestic relations order;


 


(e) by
private sales or transfers made in connection with any forward purchase agreement or similar arrangement or in connection with
the consummation of an initial Business Combination at prices no greater than the price at which the Warrants were originally purchased;


 


(f) in
the event of the Company’s liquidation prior to the consummation of the Company’s 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


 






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(h) in
the event that, subsequent to the consummation of an initial Business Combination, the Company completes a 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 Common Stock for cash, securities or other property;


 


provided, however, that,
in the case of clauses (a) through (e) or (g), these transferees (the “Permitted Transferees”) enter
into a written agreement with the Company agreeing to be bound by the transfer restrictions in this Agreement.


 


2.7 Forward
Purchase Warrants and Working Capital Warrants. The Forward
Purchase Warrants and Working Capital Warrants shall be identical to the Private Placement Warrants.


 


3. Terms
and Exercise of Warrants.


 


3.1 Warrant
Price. Each Warrant shall entitle the Registered Holder thereof, subject to the provisions of such Warrant and of this
Agreement, to purchase from the Company the number of shares of Common Stock stated therein, at the price of $11.50 per share,
subject to the adjustments provided in Section 4 hereof and in the last sentence of this Section 3.1. The term “Warrant
Price” as used in this Agreement shall mean the price per share at which shares of Common Stock may be purchased at the time
a Warrant is exercised. The Company in its sole discretion may lower the Warrant Price at any time prior to the Expiration Date
(as defined below) for a period of not less than twenty (20) Business Days, provided, that the Company shall provide at least twenty
(20) days prior written notice of such reduction to Registered Holders of the Warrants and, provided further that any such reduction
shall be identical among all of the Warrants.


 


3.2 Duration
of Warrants. A Warrant may be exercised only during the period (the “Exercise Period”) commencing
on the later of: (i) the date that is thirty (30) days after the first date on which the Company completes a merger, capital stock
exchange, asset acquisition, stock purchase, reorganization or similar business combination, involving the Company and one or more
businesses (a “Business Combination”), or (ii) the date that is twelve (12) months from the date of the
closing of the Offering, and terminating on the earlier to occur of: (x) at 5:00 p.m., New York City time on the date that is five
(5) years after the date on which the Company completes its initial Business Combination, (y) the liquidation of the Company or
(z) other than with respect to the Private Placement Warrants, Forward Purchase Warrants and Working Capital Warrants, the Redemption
Date (as defined below) as provided in Section 6.2 hereof (the Expiration Date”); provided, however,
that the exercise of any Warrant shall be subject to the satisfaction of any applicable conditions, as set forth in subsection
3.3.2 below, with respect to an effective registration statement. Except with respect to the right to receive the Redemption
Price (as defined below) (other than with respect to a Private Placement Warrant, Forward Purchase Warrant or a Working Capital
Warrant) in the event of a redemption (as set forth in Section 6 hereof), each outstanding Warrant (other than a Private
Placement Warrant, Forward Purchase Warrant or a Working Capital Warrant in the event of a redemption) not exercised on or before
the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Agreement shall cease
at 5:00 p.m. New York City time on the Expiration Date. The Company in its sole discretion may extend the duration of the Warrants
by delaying the Expiration Date; provided, that the Company shall provide at least twenty (20) days prior written notice of any
such extension to Registered Holders of the Warrants and, provided further that any such extension shall be identical in duration
among all the Warrants.


 


3.3 Exercise
of Warrants.


 


3.3.1 Payment.
Subject to the provisions of the Warrant and this Agreement, a Warrant may be exercised by the Registered Holder thereof by delivering
to the Warrant Agent at its corporate trust department (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised,
or, in the case of a Book-Entry Warrant Certificate, the Warrants to be exercised (the “Book-Entry Warrants”)
on the records of the Depositary to an account of the Warrant Agent at the Depositary designated for such purposes in writing by
the Warrant Agent to the Depositary from time to time, (ii) an election to purchase (“Election to Purchase”)
shares of Common Stock pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder on the reverse
of the Definitive Warrant Certificate or, in the case of a Book-Entry Warrant Certificate, properly delivered by the Participant
in accordance with the Depositary’s procedures, and (iii) payment in full of the Warrant Price for each full share of Common
Stock as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant,
the exchange of the Warrant for the shares of Common Stock and the issuance of such shares of Common Stock, as follows:


 


(a) in
lawful money of the United States, in good certified check or good bank draft payable to the Warrant Agent or by wire of immediately
available funds;


 






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(b) in
the event of a redemption pursuant to Section 6 hereof in which the Company’s board of directors (the “Board”)
has elected to require all holders of the Warrants to exercise such Warrants on a “cashless basis,” by surrendering
the Warrants for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number
of shares of Common Stock underlying the Warrants, multiplied by the excess of the “Fair Market Value”, as defined
in this subsection 3.3.1(b) over the Warrant Price by (y) the Fair Market Value. Solely for purposes of this subsection
3.3.1(b) and Section 6.3, the “Fair Market Value” shall mean the average reported last sale price of the
Common Stock for the ten (10) trading days ending on the third trading day prior to the date on which the notice of redemption
is sent to the holders of the Warrants, pursuant to Section 6 hereof;


 


(c) with
respect to any Private Placement Warrant, Forward Purchase Warrant or Working Capital Warrant, so long as such Private Placement
Warrant, Forward Purchase Warrant or Working Capital Warrant is held by the Sponsor or its Permitted Transferee, by surrendering
the Warrants for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number
of shares of Common Stock underlying the Warrants, multiplied by the excess of the “Fair Market Value” (as defined
in this subsection 3.3.1(c)) over the Warrant Price, by (y) the Fair Market Value. Solely for purposes of this subsection
3.3.1(c), the “Fair Market Value” shall mean the average reported last sale price of the Common Stock for the ten
(10) trading days ending on the third trading day prior to the date on which notice of exercise of the Warrant is sent to the Warrant
Agent; or


 


(d) as
provided in Section 7.4 hereof.


 


3.3.2 Issuance
of Shares of Common Stock on Exercise. As soon as practicable after the exercise of any Warrant and the clearance of the funds
in payment of the Warrant Price (if payment is pursuant to subsection 3.3.1(a)), the Company shall issue to the Registered
Holder of such Warrant a book-entry position or certificate, as applicable, for the number of full shares of Common Stock to which
he, she or it is entitled, registered in such name or names as may be directed by him, her or it, and if such Warrant shall not
have been exercised in full, a new book-entry position or countersigned Warrant, as applicable, for the number of shares of Common
Stock as to which such Warrant shall not have been exercised. If fewer than all the Warrants evidenced by a Book-Entry Warrant
Certificate are exercised, a notation shall be made to the records maintained by the Depositary, its nominee for each Book-Entry
Warrant Certificate, or a Participant, as appropriate, evidencing the balance of the Warrants remaining after such exercise. Notwithstanding
the foregoing, the Company shall not be obligated to deliver any shares of Common Stock pursuant to the exercise of a Warrant and
shall have no obligation to settle such Warrant exercise unless a registration statement under the Securities Act with respect
to the shares of Common Stock underlying the Public Warrants is then effective and a prospectus relating thereto is current, subject
to the Company’s satisfying its obligations under Section 7.4. No Warrant shall be exercisable and the Company shall
not be obligated to issue shares of Common Stock upon exercise of a Warrant unless the Common Stock issuable upon such Warrant
exercise has been registered, qualified or deemed to be exempt from registration or qualification under the securities laws of
the state of residence of the Registered Holder of the Warrants. In the event that the conditions in the two immediately preceding
sentences are not satisfied with respect to a Warrant, the holder of such Warrant shall not be entitled to exercise such Warrant
and such Warrant may have no value and expire worthless, in which case the purchaser of a Unit containing such Public Warrants
shall have paid the full purchase price for the Unit solely for the shares of Common Stock underlying such Unit. Subject to Section
4.6 of this Agreement, a Registered Holder of Public Warrants may exercise its Public Warrants only for a whole number of shares
of Common Stock. In no event will the Company be required to net cash settle the Warrant exercise. The Company may require holders
of Public Warrants to settle the Warrant on a “cashless basis” pursuant to subsection 3.3.1(b) and Section
7.4. If, by reason of any exercise of Warrants on a “cashless basis,” the holder of any Warrant would be entitled,
upon the exercise of such Warrant, to receive a fractional interest in a share of Common Stock, the Company shall round down to
the nearest whole number, the number of shares of Common Stock to be issued to such holder.


 


3.3.3 Valid
Issuance. All shares of Common Stock issued upon the proper exercise of a Warrant in conformity with this Agreement shall be
validly issued, fully paid and non-assessable.


 






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3.3.4 Date
of Issuance. Each person in whose name any book-entry position or certificate, as applicable, for shares of Common Stock is
issued shall for all purposes be deemed to have become the holder of record of such shares of Common Stock on the date on which
the Warrant, or book-entry position representing such Warrant, was surrendered and payment of the Warrant Price was made, irrespective
of the date of delivery of such certificate in the case of a certificated Warrant, except that, if the date of such surrender and
payment is a date when the share transfer books of the Company or book-entry system of the Warrant Agent are closed, such person
shall be deemed to have become the holder of such shares of Common Stock at the close of business on the next succeeding date on
which the share transfer books or book-entry system are open.


 


3.3.5 Maximum
Percentage. A holder of a Warrant may notify the Company in writing in the event it elects to be subject to the provisions
contained in this subsection 3.3.5; however, no holder of a Warrant shall be subject to this subsection 3.3.5
unless he, she or it makes such election. If the election is made by a holder, the Warrant Agent shall not effect the exercise
of the holder’s Warrant, and such holder shall not have the right to exercise such Warrant, to the extent that after giving
effect to such exercise, such person (together with such person’s affiliates), to the Warrant Agent’s actual knowledge,
would beneficially own in excess of 4.9% or 9.8% (as specified by the holder)(the “Maximum Percentage”)
of the shares of Common Stock outstanding immediately after giving effect to such exercise. For purposes of the foregoing sentence,
the aggregate number of shares of Common Stock beneficially owned by such person and its affiliates shall include the number of
shares of Common Stock issuable upon exercise of the Warrant with respect to which the determination of such sentence is being
made, but shall exclude shares of Common Stock that would be issuable upon (x) exercise of the remaining, unexercised portion of
the Warrant beneficially owned by such person and its affiliates and (y) exercise or conversion of the unexercised or unconverted
portion of any other securities of the Company beneficially owned by such person and its affiliates (including, without limitation,
any convertible notes or convertible preferred stock or warrants) subject to a limitation on conversion or exercise analogous to
the limitation contained herein. Except as set forth in the preceding sentence, for purposes of this paragraph, beneficial ownership
shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”). For purposes of the Warrant, in determining the number of outstanding shares of Common Stock, the holder may
rely on the number of outstanding shares of Common Stock as reflected in (1) the Company’s most recent annual report on Form
10-K, quarterly report on Form 10-Q, current report on Form 8-K or other public filing with the Commission as the case may be,
(2) a more recent public announcement by the Company or (3) any other notice by the Company or the Transfer Agent setting forth
the number of shares of Common Stock outstanding. For any reason at any time, upon the written request of the holder of the Warrant,
the Company shall, within two (2) Business Days, confirm orally and in writing to such holder the number of shares of Common Stock
then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the
conversion or exercise of equity securities of the Company by the holder and its affiliates since the date as of which such number
of outstanding shares of Common Stock was reported. By written notice to the Company, the holder of a Warrant may from time to
time increase or decrease the Maximum Percentage applicable to such holder to any other percentage specified in such notice; provided,
however, that any such increase shall not be effective until the sixty-first (61st) day after such notice is delivered to
the Company.


 


4. Adjustments.


 


4.1 Stock
Dividends.


 


4.1.1 Split-Ups.
If after the date hereof, and subject to the provisions of Section 4.6 below, the number of outstanding shares of Common
Stock is increased by a stock dividend payable in shares of Common Stock, or by a split-up of shares of Common Stock or other similar
event, then, on the effective date of such stock dividend, split-up or similar event, the number of shares of Common Stock issuable
on exercise of each Warrant shall be increased in proportion to such increase in the outstanding shares of Common Stock. A rights
offering to holders of the Common Stock entitling holders to purchase shares of Common Stock at a price less than the “Fair
Market Value” (as defined below) shall be deemed a stock dividend of a number of shares of Common Stock equal to the product
of (i) the number of shares of Common Stock actually sold in such rights offering (or issuable under any other equity securities
sold in such rights offering that are convertible into or exercisable for the Common Stock) and (ii) one (1) minus the quotient
of (x) the price per share of Common Stock paid in such rights offering divided by (y) the Fair Market Value. For purposes of this
subsection 4.1.1, (a) if the rights offering is for securities convertible into or exercisable for Common Stock, in determining
the price payable for Common Stock, there shall be taken into account any consideration received for such rights, as well as any
additional amount payable upon exercise or conversion and (b) “Fair Market Value” means the volume weighted average
price of the Common Stock as reported during the ten (10) trading day period ending on the trading day prior to the first date
on which the shares of Common Stock trade on the applicable exchange or in the applicable market, regular way, without the right
to receive such rights.


 






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4.1.2 Extraordinary
Dividends. If the Company, at any time while the Warrants are outstanding and unexpired, shall pay a dividend or make a distribution
in cash, securities or other assets to the holders of the Common Stock on account of such shares of Common Stock (or other shares
of the Company’s capital stock into which the Warrants are convertible), other than (a) as described in subsection 4.1.1
above, (b) Ordinary Cash Dividends (as defined below), (c) to satisfy the redemption rights of the holders of the Common Stock
in connection with a proposed initial Business Combination, (d) to satisfy the redemption rights of the holders of Common Stock
in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation (the “Charter”)
to modify the substance or timing of the Company’s obligation to redeem 100% of the shares of Common Stock included in the
Units sold in the Offering if the Company does not complete the Business Combination within the time period set forth in the Company’s
Charter or (e) in connection with the redemption of public shares of Common Stock upon the failure of the Company to complete its
initial Business Combination and any subsequent distribution of its assets upon its liquidation (any such non-excluded event being
referred to herein as an “Extraordinary Dividend”), then the Warrant Price shall be decreased, effective
immediately after the effective date of such Extraordinary Dividend, by the amount of cash and/or the fair market value (as determined
by the Board, in good faith) of any securities or other assets paid on each share of Common Stock in respect of such Extraordinary
Dividend. For purposes of this subsection 4.1.2, “Ordinary Cash Dividends” means any cash dividend
or cash distribution which, when combined on a per share basis, with the per share amounts of all other cash dividends and cash
distributions paid on the Common Stock during the 365-day period ending on the date of declaration of such dividend or distribution
(as adjusted to appropriately reflect any of the events referred to in other subsections of this Section 4 and excluding
cash dividends or cash distributions that resulted in an adjustment to the Warrant Price or to the number of shares of Common Stock
issuable on exercise of each Warrant) does not exceed $0.50 (being 5% of the offering price of the Units in the Offering).


 


4.2 Aggregation
of Shares. If, after the date hereof and subject to the provisions of Section 4.6 hereof, the number of outstanding
shares of Common Stock is decreased by a consolidation, combination, reverse stock split or reclassification of shares of Common
Stock or other similar event, then, on the effective date of such consolidation, combination, reverse stock split, reclassification
or similar event, the number of shares of Common Stock issuable on exercise of each Warrant shall be decreased in proportion to
such decrease in outstanding shares of Common Stock.


 


4.3 Adjustments
in Warrant Price.


 


4.3.1 Whenever
the number of shares of Common Stock purchasable upon the exercise of the Warrants is adjusted, as provided in subsection 4.1.1
or Section 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately
prior to such adjustment by a fraction (x) the numerator of which shall be the number of shares of Common Stock purchasable upon
the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of shares
of Common Stock so purchasable immediately thereafter.


 


4.3.2 If
(x) the Company issues additional shares of Common Stock or securities convertible into or exercisable or exchangeable for shares
of Common Stock for capital raising purposes in connection with the closing of the initial Business Combination (excluding any
issuance of securities under the Forward Purchase Agreement), at an issue price or effective issue price of less than $9.20 per
share of Common Stock (with such issue price or effective issue price to be determined in good faith by the Board and, in the case
of any such issuance to the Sponsor or its affiliates, without taking into account any shares of Class B common stock of the Company
held by the Sponsor or such affiliates, as applicable, prior to such issuance (the “Newly Issued Price”)),
(y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon,
available for funding the initial Business Combination, and (z) the volume weighted average trading price of the Common Stock during
the 20 trading day period starting on the trading day prior to the day on which the Company consummates the Business Combination
(the “Market Value”) is below $9.20 per share, the Warrant Price shall be adjusted (to the nearest cent)
to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the last sales price of the Common Stock
that triggers the Company’s right to redeem the Warrants pursuant to Section 6.1 below shall be adjusted (to the nearest
cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.


 






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4.4 Replacement
of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding shares
of Common Stock (other than a change under subsections 4.1.1 or 4.1.2 or Section 4.2 hereof or that solely
affects the par value of such shares of Common Stock), or in the case of any merger or consolidation of the Company with or into
another entity or conversion of the Company as another entity (other than a consolidation or merger in which the Company is the
continuing corporation and is not a subsidiary of another entity whose stockholders did not own all or substantially all of the
Common Stock of the Company in substantially the same proportions immediately before such transaction) and that does not result
in any reclassification or reorganization of the outstanding shares of Common Stock), or in the case of any sale or conveyance
to another entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with
which the Company is dissolved, the holders of the Warrants shall thereafter have the right to purchase and receive, upon the basis
and upon the terms and conditions specified in the Warrants and in lieu of the shares of Common Stock of the Company immediately
theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock
or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation,
or upon a dissolution following any such sale or transfer, that the holder of the Warrants would have received if such holder had
exercised his, her or its Warrant(s) immediately prior to such event (the “Alternative Issuance” ); provided,
however, that (i) if the holders of the Common Stock were entitled to exercise a right of election as to the kind or amount
of securities, cash or other assets receivable upon such consolidation or merger, then the kind and amount of securities, cash
or other assets constituting the Alternative Issuance for which each Warrant shall become exercisable shall be deemed to be the
weighted average of the kind and amount received per share by the holders of the Common Stock in such consolidation or merger that
affirmatively make such election, and (ii) if a tender, exchange or redemption offer shall have been made to and accepted by the
holders of the Common Stock (other than a tender, exchange or redemption offer made by the Company in connection with redemption
rights held by stockholders of the Company as provided for in the Company’s Charter or as a result of the redemption of shares
of Common Stock by the Company if a proposed initial Business Combination is presented to the stockholders of the Company for approval)
under circumstances in which, upon completion of such tender or exchange offer, the maker thereof, together with members of any
group (within the meaning of Rule 13d-5(b)(1) under the Exchange Act (or any successor rule)) of which such maker is a part, and
together with any affiliate or associate of such maker (within the meaning of Rule 12b-2 under the Exchange Act (or any successor
rule)) and any members of any such group of which any such affiliate or associate is a part, own beneficially (within the meaning
of Rule 13d-3 under the Exchange Act (or any successor rule)) more than 50% of the outstanding shares of Common Stock, the holder
of a Warrant shall be entitled to receive as the Alternative Issuance, the highest amount of cash, securities or other property
to which such holder would actually have been entitled as a stockholder if such Warrant holder had exercised the Warrant prior
to the expiration of such tender or exchange offer, accepted such offer and all of the Common Stock held by such holder had been
purchased pursuant to such tender or exchange offer, subject to adjustments (from and after the consummation of such tender or
exchange offer) as nearly equivalent as possible to the adjustments provided for in this Section 4; provided, further,
that if less than 70% of the consideration receivable by the holders of the Common Stock in the applicable event is payable in
the form of common stock in the successor entity that is listed for trading on a national securities exchange or is quoted in an
established over-the-counter market, or is to be so listed for trading or quoted immediately following such event, and if the Registered
Holder properly exercises the Warrant within thirty (30) days following the public disclosure of the consummation of such applicable
event by the Company pursuant to a Current Report on Form 8-K filed with the Commission, the Warrant Price shall be reduced by
an amount (in dollars) equal to the difference (but in no event less than zero) of (i) the Warrant Price in effect prior to such
reduction minus (ii) (A) the Per Share Consideration (as defined below) minus (B) the Black-Scholes Warrant Value (as defined below).
The “Black-Scholes Warrant Value” means the value of a Warrant immediately prior to the consummation
of the applicable event based on the Black-Scholes Warrant Model for a Capped American Call on Bloomberg Financial Markets (“Bloomberg”).
For purposes of calculating such amount, (1) Section 6 of this Agreement shall be taken into account, (2) the price of each
share of Common Stock shall be the volume weighted average price of the Common Stock as reported during the ten (10) trading day
period ending on the trading day prior to the effective date of the applicable event, (3) the assumed volatility shall be the 90
day volatility obtained from the HVT function on Bloomberg determined as of the trading day immediately prior to the day of the
announcement of the applicable event, and (4) the assumed risk-free interest rate shall correspond to the U.S. Treasury rate for
a period equal to the remaining term of the Warrant. “Per Share Consideration” means (i) if the consideration
paid to holders of the Common Stock consists exclusively of cash, the amount of such cash per share of Common Stock, and (ii) in
all other cases, the volume weighted average price of the Common Stock as reported during the ten (10) trading day period ending
on the trading day prior to the effective date of the applicable event. If any reclassification or reorganization also results
in a change in shares of Common Stock covered by subsection 4.1.1, then such adjustment shall be made pursuant to subsection
4.1.1 or Sections 4.2, 4.3 and this Section 4.4. The provisions of this Section 4.4 shall similarly
apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no event will the
Warrant Price be reduced to less than the par value per share issuable upon exercise of such Warrant.


 






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4.5 Notices
of Changes in Warrant. Upon every adjustment of the Warrant Price or the number of shares of Common Stock issuable upon
exercise of a Warrant, the Company shall give written notice thereof to the Warrant Agent, which notice shall state the Warrant
Price resulting from such adjustment and the increase or decrease, if any, in the number of shares of Common Stock purchasable
at such price upon the exercise of a Warrant, setting forth in reasonable detail the method of calculation and the facts upon which
such calculation is based. Upon the occurrence of any event specified in Sections 4.1, 4.2, 4.3 or 4.4,
the Company shall give written notice of the occurrence of such event to each holder of a Warrant, at the last address set forth
for such holder in the Warrant Register, of the record date or the effective date of the event. Failure to give such notice, or
any defect therein, shall not affect the legality or validity of such event.


 


4.6 No
Fractional Shares. Notwithstanding any provision contained in this Agreement to the contrary, the Company shall not
issue fractional shares of Common Stock upon the exercise of Warrants. If, by reason of any adjustment made pursuant to this Section
4, the holder of any Warrant would be entitled, upon the exercise of such Warrant, to receive a fractional interest in a share,
the Company shall, upon such exercise, round down to the nearest whole number the number of shares of Common Stock to be issued
to such holder.


 


4.7 Form
of Warrant. The form of Warrant need not be changed because of any adjustment pursuant to this Section 4, and
Warrants issued after such adjustment may state the same Warrant Price and the same number of shares of Common Stock as is stated
in the Warrants initially issued pursuant to this Agreement; provided, however, that the Company may at any time
in its sole discretion make any change in the form of Warrant that the Company may deem appropriate and that does not affect the
substance thereof, and any Warrant thereafter issued or countersigned, whether in exchange or substitution for an outstanding Warrant
or otherwise, may be in the form as so changed.


 


4.8 Other
Events. In case any event shall occur affecting the Company as to which none of the provisions of the preceding subsections
of this Section 4 are strictly applicable, but which would require an adjustment to the terms of the Warrants in order to
(i) avoid an adverse impact on the Warrants and (ii) effectuate the intent and purpose of this Section 4, then, in each
such case, the Company shall appoint a firm of independent public accountants, investment banking or other appraisal firm of recognized
national standing, which shall give its opinion as to whether or not any adjustment to the rights represented by the Warrants is
necessary to effectuate the intent and purpose of this Section 4 and, if they determine that an adjustment is necessary,
the terms of such adjustment. The Company shall adjust the terms of the Warrants in a manner that is consistent with any adjustment
recommended in such opinion.


 


4.9 No
Adjustment. For the avoidance of doubt, no adjustment shall be made to the terms of the Warrants solely as a result of an adjustment
to the conversion ratio of the Company’s Class B common stock (the “Class B Common Stock”) into
shares of Common Stock or the conversion of the shares of Class B Common Stock into shares of Common Stock, in each case, pursuant
to the Charter, as amended from time to time.


 


5. Transfer
and Exchange of Warrants.


 


5.1 Registration
of Transfer. The Warrant Agent shall register the transfer, from time to time, of any outstanding Warrant upon the Warrant
Register, upon surrender of such Warrant for transfer, in the case of a certificated Warrant, properly endorsed with signatures
properly guaranteed and accompanied by appropriate instructions for transfer. Upon any such transfer, a new Warrant representing
an equal aggregate number of Warrants shall be issued and the old Warrant shall be cancelled by the Warrant Agent. In the case
of certificated Warrants, the Warrants so cancelled shall be delivered by the Warrant Agent to the Company from time to time upon
request.


 






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5.2 Procedure
for Surrender of Warrants. Warrants may be surrendered to the Warrant Agent, together with a written request for exchange
or transfer, and thereupon the Warrant Agent shall issue in exchange therefor one or more new Warrants as requested by the Registered
Holder of the Warrants so surrendered, representing an equal aggregate number of Warrants; provided, however, that
except as otherwise provided herein or in any Book-Entry Warrant Certificate or Definitive Warrant Certificate, each Book-Entry
Warrant Certificate and Definitive Warrant Certificate may be transferred only in whole and only to the Depositary, to another
nominee of the Depositary, to a successor depository, or to a nominee of a successor depository; provided further, however,
that in the event that a Warrant surrendered for transfer bears a restrictive legend (as in the case of the Private Placement Warrants,
Forward Purchase Warrants and the Working Capital Warrants), the Warrant Agent shall not cancel such Warrant and issue new Warrants
in exchange thereof until the Warrant Agent has received an opinion of counsel for the Company stating that such transfer may be
made and indicating whether the new Warrants must also bear a restrictive legend.


 


5.3 Fractional
Warrants. The Warrant Agent shall not be required to effect any registration of transfer or exchange which shall result
in the issuance of a warrant certificate or book-entry position for a fraction of a warrant, except as part of the Units.


 


5.4 Service
Charges. No service charge shall be made for any exchange or registration of transfer of Warrants.


 


5.5 Warrant
Execution and Countersignature. The Warrant Agent is hereby authorized to countersign and to deliver, in accordance
with the terms of this Agreement, the Warrants required to be issued pursuant to the provisions of this Section 5, and the
Company, whenever required by the Warrant Agent, shall supply the Warrant Agent with Warrants duly executed on behalf of the Company
for such purpose.


 


5.6 Transfer
of Warrants. Prior to the Detachment Date, the Public Warrants may be transferred or exchanged only together with the
Unit in which such Warrant is included, and only for the purpose of effecting, or in conjunction with, a transfer or exchange of
such Unit. Furthermore, each transfer of a Unit on the register relating to such Units shall operate also to transfer the Warrants
included in such Unit. Notwithstanding the foregoing, the provisions of this Section 5.6 shall have no effect on any transfer
of Warrants on and after the Detachment Date.


 


6. Redemption.


 


6.1 Redemption.
Subject to Section 6.4 hereof, not less than all of the outstanding Warrants may be redeemed, at the option of the Company,
at any time while they are exercisable and prior to their expiration, at the office of the Warrant Agent, upon notice to the Registered
Holders of the Warrants, as described in Section 6.2 below, at the price of $0.01 per Warrant (the “Redemption
Price”), provided that the last sales price of the Common Stock reported has been at least $18.00 per share (subject
to adjustment in compliance with Section 4 hereof), on each of twenty (20) trading days within the thirty (30) trading-day
period ending on the third Business Day prior to the date on which notice of the redemption is given and provided that there is
an effective registration statement covering the shares of Common Stock issuable upon exercise of the Warrants, and a current prospectus
relating thereto, available throughout the 30-day Redemption Period (as defined in Section 6.2 below) or the Company has
elected to require the exercise of the Warrants on a “cashless basis” pursuant to subsection 3.3.1.


 


6.2 Date
Fixed for, and Notice of, Redemption. In the event that the Company elects to redeem all of the Warrants, the Company
shall fix a date for the redemption (the “Redemption Date”). Notice of redemption shall be mailed by
first class mail, postage prepaid, by the Company not less than thirty (30) days prior to the Redemption Date (such period, the
“Redemption Period”) to the Registered Holders of the Warrants to be redeemed at their last addresses
as they shall appear on the registration books. Any notice mailed in the manner herein provided shall be conclusively presumed
to have been duly given whether or not the Registered Holder received such notice.


 


6.3 Exercise
After Notice of Redemption. The Warrants may be exercised for cash (or on a “cashless basis” in accordance
with subsection 3.3.1(b) of this Agreement) at any time after notice of redemption shall have been given by the Company
pursuant to Section 6.2 hereof and prior to the Redemption Date. In the event that the Company determines to require all
holders of Warrants to exercise their Warrants on a “cashless basis” pursuant to subsection 3.3.1, the notice
of redemption shall contain the information necessary to calculate the number of shares of Common Stock to be received upon exercise
of the Warrants, including the “Fair Market Value” (as such term is defined in subsection 3.3.1(b) hereof) in
such case. On and after the Redemption Date, the record holder of the Warrants shall have no further rights except to receive,
upon surrender of the Warrants, the Redemption Price.


 






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6.4 Exclusion
of Private Placement Warrants, Forward Purchase Warrants and Working Capital Warrants. The Company agrees that the redemption
rights provided in this Section 6 shall not apply to the Private Placement Warrants, Forward Purchase Warrants
or the Working Capital Warrants if at the time of the redemption such Private Placement Warrants, Forward Purchase Warrants or
Working Capital Warrants continue to be held by the Sponsor or its Permitted Transferees. However, once such Private Placement
Warrants, Forward Purchase Warrants or Working Capital Warrants are transferred (other than to Permitted Transferees under Section
2.6), the Company may redeem the Private Placement Warrants, Forward Purchase Warrants and the Working Capital Warrants pursuant
to Section 6.1, provided that the criteria for redemption are met, including the opportunity of the holder of such
Private Placement Warrants, Forward Purchase Warrants or Working Capital Warrants to exercise the Private Placement Warrants, Forward
Purchase Warrants or Working Capital Warrants prior to redemption pursuant to Section 6.3. Private Placement Warrants,
Forward Purchase Warrants and Working Capital Warrants that are transferred to persons other than Permitted Transferees shall upon
such transfer cease to be Private Placement Warrants, Forward Purchase Warrants or Working Capital Warrants and shall become Public
Warrants under this Agreement.


 


7. Other
Provisions Relating to Rights of Holders of Warrants.


 


7.1 No
Rights as Stockholder. A Warrant does not entitle the Registered Holder thereof to any of the rights of a stockholder
of the Company, including, without limitation, the right to receive dividends, or other distributions, exercise any preemptive
rights to vote or to consent or to receive notice as stockholders in respect of the meetings of stockholders or the election of
directors of the Company or any other matter.


 


7.2 Lost,
Stolen, Mutilated, or Destroyed Warrants. If any Warrant is lost, stolen, mutilated, or destroyed, the Company and the
Warrant Agent may on such terms as to indemnity or otherwise as they may in their discretion impose (which shall, in the case of
a mutilated Warrant, include the surrender thereof), issue a new Warrant of like denomination, tenor, and date as the Warrant so
lost, stolen, mutilated, or destroyed. Any such new Warrant shall constitute a substitute contractual obligation of the Company,
whether or not the allegedly lost, stolen, mutilated, or destroyed Warrant shall be at any time enforceable by anyone.


 


7.3 Reservation
of Common Stock. The Company shall at all times reserve and keep available a number of its authorized but unissued shares
of Common Stock that shall be sufficient to permit the exercise in full of all outstanding Warrants issued pursuant to this Agreement.


 


7.4 Registration
of Common Stock; Cashless Exercise at Company’s Option.


 


7.4.1 Registration
of the Common Stock. The Company agrees that as soon as practicable, but in no event later than fifteen (15) Business Days
after the closing of its initial Business Combination, it shall use its best efforts to file with the Commission a registration
statement registering, under the Securities Act, the issuance of the shares of Common Stock issuable upon exercise of the Warrants.
The Company shall use its best efforts to cause the same to become effective and to maintain the effectiveness of such registration
statement, and a current prospectus relating thereto, until the expiration of the Warrants in accordance with the provisions of
this Agreement. If any such registration statement has not been declared effective by the 60th Business Day following the closing
of the Business Combination, holders of the Warrants shall have the right, during the period beginning on the 61st Business Day
after the closing of the Business Combination and ending upon such registration statement being declared effective by the Commission,
and during any other period when the Company shall fail to have maintained an effective registration statement covering the shares
of Common Stock issuable upon exercise of the Warrants, to exercise such Warrants on a “cashless basis,” by exchanging
the Warrants (in accordance with Section 3(a)(9) of the Securities Act (or any successor rule) or another exemption) for that number
of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying
the Warrants, multiplied by the excess of the “Fair Market Value” (as defined below) over the Warrant Price by (y)
the Fair Market Value. Solely for purposes of this subsection 7.4.1, “Fair Market Value” shall mean the average
last sales price of the Common Stock for the ten (10) trading day period ending on the trading day prior to the date that notice
of exercise is received by the Warrant Agent from the holder of such Warrants or its securities broker or intermediary. The date
that notice of cashless exercise is received by the Warrant Agent shall be conclusively determined by the Warrant Agent. In connection
with the “cashless exercise” of a Public Warrant, the Company shall, upon request, provide the Warrant Agent with an
opinion of counsel for the Company (which shall be an outside law firm with securities law experience) stating that (i) the exercise
of the Warrants on a cashless basis in accordance with this subsection 7.4.1 is not required to be registered under the
Securities Act and (ii) the shares of Common Stock issued upon such exercise shall be freely tradable under United States federal
securities laws by anyone who is not an affiliate (as such term is defined in Rule 144 under the Securities Act (or any successor
rule)) of the Company and, accordingly, shall not be required to bear a restrictive legend. Except as provided in subsection
7.4.2, for the avoidance of any doubt, unless and until all of the Warrants have been exercised or have expired, the Company
shall continue to be obligated to comply with its registration obligations under the first three sentences of this subsection
7.4.1.


 






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7.4.2 Cashless
Exercise at Company’s Option. If the Common Stock is at the time of any exercise of a Warrant not listed on a national
securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities
Act (or any successor rule), the Company may, at its option, require holders of Public Warrants who exercise Public Warrants to
exercise such Public Warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act (or any
successor rule) as described in subsection 7.4.1 and (i) in the event the Company so elects, the Company shall not be required
to file or maintain in effect a registration statement for the registration, under the Securities Act, of the Common Stock issuable
upon exercise of the Warrants, notwithstanding anything in this Agreement to the contrary or (ii) if the Company does not so elect,
the Company agrees to use its best efforts to register or qualify for sale the Common Stock issuable upon exercise of the Public
Warrants under the blue sky laws of the state of residence of the exercising Public Warrant holder to the extent an exemption is
not available.


 


8. Concerning
the Warrant Agent and Other Matters.


 


8.1 Payment
of Taxes. The Company shall from time to time promptly pay all taxes and charges that may be imposed upon the Company or the
Warrant Agent in respect of the issuance or delivery of shares of Common Stock upon the exercise of the Warrants, but the Company
shall not be obligated to pay any transfer taxes in respect of the Warrants or such shares of Common Stock.


 


8.2 Resignation,
Consolidation, or Merger of Warrant Agent.


 


8.2.1 Appointment
of Successor Warrant Agent. The Warrant Agent, or any successor to it hereafter appointed, may resign its duties and be discharged
from all further duties and liabilities hereunder after giving sixty (60) days’ notice in writing to the Company. If the
office of the Warrant Agent becomes vacant by resignation or incapacity to act or otherwise, the Company shall appoint in writing
a successor Warrant Agent in place of the Warrant Agent. If the Company shall fail to make such appointment within a period of
thirty (30) days after it has been notified in writing of such resignation or incapacity by the Warrant Agent or by the holder
of a Warrant (who shall, with such notice, submit his, her or its Warrant for inspection by the Company), then the holder of any
Warrant may apply to the Supreme Court of the State of New York for the County of New York for the appointment of a successor Warrant
Agent at the Company’s cost. Any successor Warrant Agent, whether appointed by the Company or by such court, shall be a corporation
organized and existing under the laws of the State of New York, in good standing and having its principal office in the Borough
of Manhattan, City and State of New York, and authorized under such laws to exercise corporate trust powers and subject to supervision
or examination by federal or state authority. After appointment, any successor Warrant Agent shall be vested with all the authority,
powers, rights, immunities, duties, and obligations of its predecessor Warrant Agent with like effect as if originally named as
Warrant Agent hereunder, without any further act or deed; but if for any reason it becomes necessary or appropriate, the predecessor
Warrant Agent shall execute and deliver, at the expense of the Company, an instrument transferring to such successor Warrant Agent
all the authority, powers, and rights of such predecessor Warrant Agent hereunder; and upon request of any successor Warrant Agent
the Company shall make, execute, acknowledge, and deliver any and all instruments in writing for more fully and effectually vesting
in and confirming to such successor Warrant Agent all such authority, powers, rights, immunities, duties, and obligations.


 






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8.2.2 Notice
of Successor Warrant Agent. In the event a successor Warrant Agent shall be appointed, the Company shall give notice thereof
to the predecessor Warrant Agent and the Transfer Agent for the Common Stock not later than the effective date of any such appointment.


 


8.2.3 Merger
or Consolidation of Warrant Agent. Any corporation into which the Warrant Agent may be merged or with which it may be consolidated
or any corporation resulting from any merger or consolidation to which the Warrant Agent shall be a party shall be the successor
Warrant Agent under this Agreement without any further act.


 


8.3 Fees
and Expenses of Warrant Agent.


 


8.3.1 Remuneration.
The Company agrees to pay the Warrant Agent reasonable remuneration for its services as such Warrant Agent hereunder and shall,
pursuant to its obligations under this Agreement, reimburse the Warrant Agent upon demand for all expenditures that the Warrant
Agent may reasonably incur in the execution of its duties hereunder.


 


8.3.2 Further
Assurances. The Company agrees to perform, execute, acknowledge, and deliver or cause to be performed, executed, acknowledged,
and delivered all such further and other acts, instruments, and assurances as may reasonably be required by the Warrant Agent for
the carrying out or performing of the provisions of this Agreement.


 


8.4 Liability
of Warrant Agent.


 


8.4.1 Reliance
on Company Statement. Whenever in the performance of its duties under this Agreement, the Warrant Agent shall deem it necessary
or desirable that any fact or matter be proved or established by the Company prior to taking or suffering any action hereunder,
such fact or matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively
proved and established by a statement signed by the Chief Executive Officer, Chief Financial Officer, President, Executive Vice
President, Vice President, Secretary or Chairman of the Board of the Company and delivered to the Warrant Agent. The Warrant Agent
may rely upon such statement for any action taken or suffered in good faith by it pursuant to the provisions of this Agreement.


 


8.4.2 Indemnity.
The Warrant Agent shall be liable hereunder only for its own gross negligence, willful misconduct or bad faith. The Company agrees
to indemnify the Warrant Agent and save it harmless against any and all liabilities, including judgments, costs and reasonable
counsel fees, for anything done or omitted by the Warrant Agent in the execution of this Agreement, except as a result of the Warrant
Agent’s gross negligence, willful misconduct or bad faith.


 


8.4.3 Exclusions.
The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or
execution of any Warrant (except its countersignature thereof). The Warrant Agent shall not be responsible for any breach by the
Company of any covenant or condition contained in this Agreement or in any Warrant. The Warrant Agent shall not be responsible
to make any adjustments required under the provisions of Section 4 hereof or responsible for the manner, method, or amount
of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any
act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock
to be issued pursuant to this Agreement or any Warrant or as to whether any shares of Common Stock shall, when issued, be valid
and fully paid and non-assessable.


 


8.5 Acceptance
of Agency. The Warrant Agent hereby accepts the agency established by this Agreement and agrees to perform the same
upon the terms and conditions herein set forth and among other things, shall account promptly to the Company with respect to Warrants
exercised and concurrently account for, and pay to the Company, all monies received by the Warrant Agent for the purchase of shares
of Common Stock through the exercise of the Warrants.


 






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8.6 Waiver.
The Warrant Agent has no right of set-off or any other right, title, interest or claim of any kind (“Claim”)
in, or to any distribution of, the Trust Account (as defined in that certain Investment Management Trust Agreement, dated as of
the date hereof, by and between the Company and the Warrant Agent as trustee thereunder) and hereby agrees not to seek recourse,
reimbursement, payment or satisfaction for any Claim against the Trust Account for any reason whatsoever. The Warrant Agent hereby
waives any and all Claims against the Trust Account and any and all rights to seek access to the Trust Account.


 


9. Miscellaneous
Provisions.


 


9.1 Successors.
All the covenants and provisions of this Agreement by or for the benefit of the Company or the Warrant Agent shall bind and inure
to the benefit of their respective successors and assigns.


 


9.2 Notices.
Any notice, statement or demand authorized by this Agreement to be given or made by the Warrant Agent or by the holder of any Warrant
to or on the Company shall be sufficiently given when so delivered if by hand or overnight delivery or if sent by certified mail
or private courier service within five (5) days after deposit of such notice, postage prepaid, addressed (until another address
is filed in writing by the Company with the Warrant Agent), as follows:


 


B. Riley Principal Merger Corp.
II


299 Park Avenue, 21st
Floor


New York, New York 10171


Attention: Kenneth Young


 


Any notice, statement or demand authorized
by this Agreement to be given or made by the holder of any Warrant or by the Company to or on the Warrant Agent shall be sufficiently
given when so delivered if by hand or overnight delivery or if sent by certified mail or private courier service within five (5)
days after deposit of such notice, postage prepaid, addressed (until another address is filed in writing by the Warrant Agent with
the Company), as follows:


 


Continental Stock Transfer & Trust Company

1 State Street, 30th Floor

New York, New York 10004

Attention: Compliance Department


 


with a copy in each case to:


 


 


Winston & Strawn LLP


200 Park Avenue


New York, New York 10166


Attn: Joel L. Rubinstein, Esq.


 


and


 


B. Riley FBR, Inc.


299 Park Avenue, 21st Floor


New York, New York 10171


Attention: Jonathan Mitchell


 


and


 


Ellenoff Grossman & Schole
LLP


1345 Avenue of the Americas


New York, New York 10105


Attn: Stuart Neuhauser, Esq.


 






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9.3 Applicable
Law. The validity, interpretation, and performance of this Agreement and of the Warrants shall be governed in all respects
by 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 Company hereby agrees that any action, proceeding or claim against it arising
out of or relating in any way to this Agreement shall be brought and enforced in the courts of the State of New York or the United
States District Court for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall
be exclusive. The Company hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient
forum.


 


9.4 Persons
Having Rights under this Agreement. Nothing in this Agreement shall be construed to confer upon, or give to, any person
or corporation other than the parties hereto and the Registered Holders of the Warrants any right, remedy, or claim under or by
reason of this Agreement or of any covenant, condition, stipulation, promise, or agreement hereof. All covenants, conditions, stipulations,
promises, and agreements contained in this Agreement shall be for the sole and exclusive benefit of the parties hereto and their
successors and assigns and of the Registered Holders of the Warrants.


 


9.5 Examination
of the Warrant Agreement. A copy of this Agreement shall be available at all reasonable times at the office of the Warrant
Agent in the Borough of Manhattan, City and State of New York, for inspection by the Registered Holder of any Warrant. The Warrant
Agent may require any such holder to submit such holder’s Warrant for inspection by the Warrant Agent.


 


9.6 Counterparts.
This 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.


 


9.7 Effect
of Headings. The section headings herein are for convenience only and are not part of this Agreement and shall not affect
the interpretation thereof.


 


9.8 Amendments.
This Agreement may be amended by the parties hereto without the consent of any Registered Holder (i) for the purpose of curing
any ambiguity, or curing, correcting or supplementing any defective provision contained herein or adding or changing any other
provisions with respect to matters or questions arising under this Agreement as the parties may deem necessary or desirable and
that the parties deem shall not adversely affect the interest of the Registered Holders, and (ii) to provide for the delivery of
Alternative Issuance pursuant to Section 4.4. All other modifications or amendments, including any modification or amendment to
increase the Warrant Price or shorten the Exercise Period, shall require the vote or written consent of the Registered Holders
of 50% of the number of the then outstanding Public Warrants and, solely with respect to any amendment to the terms of the Private
Placement Warrants, Forward Purchase Warrants or Working Capital Warrants or any provision of this Agreement with respect to the
Private Placement Warrants, Forward Purchase Warrants or Working Capital Warrants, 50% of the number of then outstanding Private
Placement Warrants, Forward Purchase Warrants and Working Capital Warrants. Notwithstanding the foregoing, the Company may lower
the Warrant Price or extend the duration of the Exercise Period pursuant to Sections 3.1 and 3.2, respectively, without
the consent of the Registered Holders.


 


9.9 Severability.
This 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 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 Agreement a provision
as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.


 


[Signature Page Follows]


 






    15


     


    

 





IN WITNESS WHEREOF,
the parties hereto have caused this Agreement to be duly executed as of the date first above written.


 


	 
	B. RILEY PRINCIPAL MERGER CORP. II
	 	 
	 	By:	/s/ Daniel
    Shribman
	 	Name:	Daniel Shribman
	 	Title:	Chief Executive Officer and Chief Financial Officer
	 	 
	 	CONTINENTAL STOCK TRANSFER & 

    TRUST COMPANY, as Warrant Agent
	 	 
	 	By:	/s/ Erika Young
	 	Name:	Erika Young
	 	Title:	Vice President


 





[Signature Page to Warrant Agreement]







 






     


     


    

 





EXHIBIT
A


 


Form of
Warrant Certificate


 


[FACE]


 


Number


 


Warrants


 


THIS
WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO


 


THE
EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR


 


IN
THE WARRANT AGREEMENT DESCRIBED BELOW


 


B.
RILEY PRINCIPAL MERGER CORP. II


 


Incorporated Under the Laws of the State
of Delaware


 


CUSIP __________


 


Warrant Certificate


 


This Warrant
Certificate certifies that           , or registered assigns, is the registered holder of warrant(s) evidenced hereby (the “Warrants”
and each, a “Warrant”) to purchase shares of Class A common stock, $0.0001 par value per share (“Class
A Common Stock”), of B. Riley Principal Merger Corp. II, a Delaware corporation (the “Company”).
Each whole Warrant entitles the holder, upon exercise during the Exercise Period set forth in the Warrant Agreement referred to
below, to receive from the Company that number of fully paid and non-assessable shares of Class A Common Stock as set forth below,
at the exercise price (the “Warrant Price”) as determined pursuant to the Warrant Agreement, payable
in lawful money (or through “cashless exercise” as provided for in the Warrant Agreement) of the United
States of America upon surrender of this Warrant Certificate and payment of the Warrant Price at the office or agency of the Warrant
Agent referred to below, subject to the conditions set forth herein and in the Warrant Agreement. Defined terms used in this Warrant
Certificate but not defined herein shall have the meanings given to them in the Warrant Agreement.


 


Each whole Warrant
is initially exercisable for one fully paid and non-assessable share of Class A Common Stock. No fractional shares will be issued
upon exercise of any Warrant. If, upon the exercise of Warrants, a holder would be entitled to receive a fractional interest in
a share of Class A Common Stock, the Company will, upon exercise, round down to the nearest whole number the number of shares of
Class A Common Stock to be issued to the Warrant holder. The number of shares of Class A Common Stock issuable upon exercise of
the Warrants is subject to adjustment upon the occurrence of certain events as set forth in the Warrant Agreement.


 


The initial Warrant
Price per share of Class A Common Stock for any Warrant is equal to $11.50 per share. The Warrant Price is subject to adjustment
upon the occurrence of certain events set forth in the Warrant Agreement.


 


Subject to the conditions
set forth in the Warrant Agreement, the Warrants may be exercised only during the Exercise Period and to the extent not exercised
by the end of such Exercise Period, such Warrants shall become void.


 


Reference is hereby
made to the further provisions of this Warrant Certificate set forth on the reverse hereof and such further provisions shall for
all purposes have the same effect as though fully set forth at this place.


 


This Warrant Certificate
shall not be valid unless countersigned by the Warrant Agent, as such term is used in the Warrant Agreement.


 






     


     


    

 


This Warrant Certificate
shall be governed by and construed in accordance with the internal laws of the State of New York, without regard to conflicts of
laws principles thereof.


 


	 	B. RILEY PRINCIPAL MERGER CORP. II
	 	 	 
	 	By:	       
	 	Name:	 
	 	Title:  	 
	 	 	 
	 	CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as
    Warrant Agent
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:  	 


 






     


     


    

 


[Form of Warrant Certificate]


 


[Reverse]


 


The Warrants evidenced
by this Warrant Certificate are part of a duly authorized issue of Warrants entitling the holder on exercise to receive shares
of Class A Common Stock and are issued or to be issued pursuant to a Warrant Agreement dated as of           , 2020 (the “Warrant
Agreement”), duly executed and delivered by the Company to Continental Stock Transfer & Trust Company, a New
York corporation, as warrant agent (the “Warrant Agent”), which Warrant Agreement is hereby incorporated
by reference in and made a part of this instrument and is hereby referred to for a description of the rights, limitation of rights,
obligations, duties and immunities thereunder of the Warrant Agent, the Company and the holders (the words “holders”
or “holder” meaning the Registered Holders or Registered Holder, respectively) of the Warrants. A copy
of the Warrant Agreement may be obtained by the holder hereof upon written request to the Company. Defined terms used in this Warrant
Certificate but not defined herein shall have the meanings given to them in the Warrant Agreement.


 


Warrants may be exercised
at any time during the Exercise Period set forth in the Warrant Agreement. The holder of Warrants evidenced by this Warrant Certificate
may exercise them by surrendering this Warrant Certificate, with the form of election to purchase set forth hereon properly completed
and executed, together with payment of the Warrant Price as specified in the Warrant Agreement (or through “cashless exercise”
as provided for in the Warrant Agreement) at the principal corporate trust office of the Warrant Agent. In the event that upon
any exercise of Warrants evidenced hereby the number of Warrants exercised shall be less than the total number of Warrants evidenced
hereby, there shall be issued to the holder hereof or his, her or its assignee, a new Warrant Certificate evidencing the number
of Warrants not exercised.


 


Notwithstanding anything
else in this Warrant Certificate or the Warrant Agreement, no Warrant may be exercised unless at the time of exercise (i) a registration
statement covering the shares of Class A Common Stock to be issued upon exercise is effective under the Securities Act and (ii)
a prospectus thereunder relating to the shares of Class A Common Stock is current, except through “cashless exercise”
as provided for in the Warrant Agreement.


 


The Warrant Agreement
provides that upon the occurrence of certain events the number of shares of Class A Common Stock issuable upon the exercise of
the Warrants set forth on the face hereof may, subject to certain conditions, be adjusted. If, upon exercise of a Warrant, the
holder thereof would be entitled to receive a fractional interest in a share of Class A Common Stock, the Company shall, upon exercise,
round down to the nearest whole number of shares of Class A Common Stock to be issued to the holder of the Warrant.


 


Warrant Certificates,
when surrendered at the principal corporate trust office of the Warrant Agent by the Registered Holder thereof in person or by
legal representative or attorney duly authorized in writing, may be exchanged, in the manner and subject to the limitations provided
in the Warrant Agreement, but without payment of any service charge, for another Warrant Certificate or Warrant Certificates of
like tenor evidencing in the aggregate a like number of Warrants.


 


Upon due presentation
for registration of transfer of this Warrant Certificate at the office of the Warrant Agent a new Warrant Certificate or Warrant
Certificates of like tenor and evidencing in the aggregate a like number of Warrants shall be issued to the transferee(s) in exchange
for this Warrant Certificate, subject to the limitations provided in the Warrant Agreement, without charge except for any tax or
other governmental charge imposed in connection therewith.


 


The Company and the
Warrant Agent may deem and treat the Registered Holder(s) hereof as the absolute owner(s) of this Warrant Certificate (notwithstanding
any notation of ownership or other writing hereon made by anyone), for the purpose of any exercise hereof, of any distribution
to the holder(s) hereof, and for all other purposes, and neither the Company nor the Warrant Agent shall be affected by any notice
to the contrary. Neither the Warrants nor this Warrant Certificate entitles any holder hereof to any rights of a stockholder of
the Company.




 






     


     


    

 


Election to Purchase


 


(To Be Executed Upon Exercise of Warrant)


 


The undersigned
hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, to receive
            shares of Class A Common Stock and herewith tenders
payment for such shares of Class A Common Stock to the order of B. Riley Principal Merger Corp. II (the “Company”)
in the amount of $            in accordance with the terms hereof. The
undersigned requests that a certificate for such shares of Class A Common Stock be registered in the name
of           , whose address is
            and that such shares of Class A Common Stock be delivered
to         whose address is
           . If said number of shares of Class A Common Stock is less
than all of the shares of Class A Common Stock purchasable hereunder, the undersigned requests that a new Warrant Certificate
representing the remaining balance of such shares of Class A Common Stock be registered in the name
of           , whose address is
              and that such Warrant Certificate be delivered
to           , whose address is
           .


 


In the event that the
Warrant has been called for redemption by the Company pursuant to Section 6 of the Warrant Agreement and the Company has
required cashless exercise pursuant to Section 6.3 of the Warrant Agreement, the number of shares of Class A Common Stock
that this Warrant is exercisable for shall be determined in accordance with subsection 3.3.1(b) and Section 6.3 of
the Warrant Agreement.


 


In the event that the
Warrant is a Private Placement Warrant, a Working Capital Warrant or a Forward Purchase Warrant that is to be exercised on a “cashless”
basis pursuant to subsection 3.3.1(c) of the Warrant Agreement, the number of shares of Class A Common Stock that this Warrant
is exercisable for shall be determined in accordance with subsection 3.3.1(c) of the Warrant Agreement.


 


In the event that the
Warrant is to be exercised on a “cashless” basis pursuant to Section 7.4 of the Warrant Agreement, the number
of shares of Class A Common Stock that this Warrant is exercisable for shall be determined in accordance with Section 7.4
of the Warrant Agreement.


 


In the event that
the Warrant may be exercised, to the extent allowed by the Warrant Agreement, through cashless exercise (i) the number of
shares of Class A Common Stock that this Warrant is exercisable for would be determined in accordance with the relevant
section of the Warrant Agreement which allows for such cashless exercise and (ii) the holder hereof shall complete the
following: The undersigned hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, through
the cashless exercise provisions of the Warrant Agreement, to receive shares of Class A Common Stock. If said number of
shares of Class A Common Stock is less than all of the shares of Class A Common Stock purchasable hereunder (after giving
effect to the cashless exercise), the undersigned requests that a new Warrant Certificate representing the remaining balance
of such shares of Class A Common Stock be registered in the name
of           , whose address is
                and that such Warrant Certificate
be delivered to           , whose address
is           .


 


[Signature Page Follows]


 









     


     


    

 


	
        Date:           ,
20
	 	 
	 	 	(Signature)
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	(Address)
	 	 	 
	 	 	 
	 	 	(Tax Identification Number)
	Signature Guaranteed:	 	 
	 	 	 
	 	 	 


 


THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR
INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE
MEDALLION PROGRAM, PURSUANT TO SEC RULE 17Ad-15 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED (OR ANY SUCCESSOR RULE).


 









     


     


    

 


EXHIBIT
B


 


LEGEND


 


“THE SECURITIES REPRESENTED BY THIS
CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE
OFFERED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE
STATE SECURITIES LAWS OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. IN ADDITION, SUBJECT TO ANY ADDITIONAL LIMITATIONS ON TRANSFER
DESCRIBED IN THE LETTER AGREEMENT BY AND AMONG B. RILEY PRINCIPAL MERGER CORP. II (THE “COMPANY”), B. RILEY PRINCIPAL
SPONSOR CO. II, LLC AND THE OTHER PARTIES THERETO, THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD OR TRANSFERRED
PRIOR TO THE DATE THAT IS THIRTY (30) DAYS AFTER THE DATE UPON WHICH THE COMPANY COMPLETES ITS INITIAL BUSINESS COMBINATION (AS
DEFINED IN SECTION 3 OF THE WARRANT AGREEMENT REFERRED TO HEREIN) EXCEPT TO A PERMITTED TRANSFEREE (AS DEFINED IN SECTION 2 OF
THE WARRANT AGREEMENT) WHO AGREES IN WRITING WITH THE COMPANY TO BE SUBJECT TO SUCH TRANSFER PROVISIONS.


 


SECURITIES EVIDENCED BY THIS CERTIFICATE
AND SHARES OF COMMON STOCK OF THE COMPANY ISSUED UPON EXERCISE OF SUCH SECURITIES SHALL BE ENTITLED TO REGISTRATION RIGHTS UNDER
A REGISTRATION RIGHTS AGREEMENT TO BE EXECUTED BY THE COMPANY.”