Exhibit 10.4


 


PRIVATE
PLACEMENT UNITS PURCHASE AGREEMENT


 


This
PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT (this “Agreement”) is made as of the 19th day of May 2020, by and
between B. Riley Principal Merger Corp. II, a Delaware corporation (the “Company”), and B. Riley Principal
Sponsor Co. II, LLC, a Delaware limited liability company (the “Subscriber”), each with a principal place of
business at 299 Park Avenue, 21st Floor New York, New York 10171.


 


WHEREAS,
the Company desires to sell to Subscriber on a private placement basis (the “Offering”) an aggregate of 650,000
units (the “Initial Units”) of the Company and up to an additional 78,750 units (the “Additional Units”
and, together with the Initial Units the “Units”) of the Company in the event that the underwriters’
over-allotment option (the “Over-Allotment Option”) in connection with the IPO (as defined below) is exercised
in full or in part, each Unit comprised of one share of Class A common stock of the Company, par value $0.0001 per share (“Common
Stock”), and one-half of one warrant (“Warrant”), for a purchase price of $6,500,000 (or $7,287,500
if the Over-Allotment Option is exercised in full), or $10.00 per Unit. The shares of Common Stock underlying the Warrants are
hereinafter referred to as the “Warrant Shares”. The shares of Common Stock underlying the Units (excluding
the Warrant Shares) are hereinafter referred to as the “Placement Shares.” The Warrants underlying the Units
are hereinafter referred to as the “Placement Warrants.” The Units, Placement Shares, Placement Warrants and
Warrant Shares, collectively, are hereinafter referred to as the “Securities.” Each whole Placement Warrant
is exercisable to purchase one share of Common Stock at an exercise price of $11.50 per share during the period commencing on
the later of (i) twelve (12) months from the date of the closing of the Company’s initial public offering of units (the
“IPO”) and (ii) 30 days following the consummation of the Company’s initial business combination (the
“Business Combination”), as such term is defined in the registration statement in connection with the IPO,
as amended at the time it becomes effective (the “Registration Statement”), and expiring on the fifth anniversary
of the effective date of the Registration Statement; and


 


WHEREAS,
Subscriber wishes to purchase 650,000 Units (or 728,750 Units if the Over-Allotment Option is exercised in full) for a purchase
price of $6,500,000 (or $7,287,500 if the Over-Allotment Option is exercised in full) and the Company wishes to accept such subscription
from Subscriber.


 


NOW,
THEREFORE, in consideration of the premises and the mutual covenants hereinafter set forth and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the Company and Subscriber hereby agree as follows:


 


1.
Agreement to Subscribe


 


1.1.
Purchase and Issuance of the Units. Upon the terms and subject to the conditions of this Agreement, Subscriber hereby agrees to
purchase from the Company, and the Company hereby agrees to sell to Subscriber, on the Closing Date (as defined below) the Initial
Units in consideration of the payment of the Initial Purchase Price (as defined below). On the Closing Date, the Company shall
deliver (via book entry) to Subscriber the Securities purchased. Subscriber hereby agrees to purchase up to an additional 78,750
Additional Units at $10.00 per Additional Unit for a purchase price of up to $787,500. The purchase and issuance of the Additional
Units shall occur only in the event that the Over-Allotment Option is exercised in full or in part. The total number of Additional
Units to be purchased hereunder shall be in the same proportion as the proportion of the Over-Allotment Option that is exercised.
Each purchase of Additional Units shall occur simultaneously with the consummation of any portion of the Over-Allotment Option.


 


1.2.
Purchase Price. As payment in full for the Initial Units being purchased under this Agreement, Subscriber shall pay an aggregate
of $6,500,000 (the “Initial Purchase Price”) by wire transfer of immediately available funds or by such other
method as may be reasonably acceptable to the Company, to the trust account (the “Trust Account”) at a financial
institution to be chosen by the Company, maintained by Continental Stock Transfer & Trust Company, acting as trustee (“Continental”),
no later than one (1) business day prior to the date of effectiveness of the Registration Statement. As payment in full for the
Additional Units being purchased under this Agreement, Subscriber shall pay $10.00 per Additional Unit being purchased by wire
transfer of immediately available funds or by such other method as may be reasonably acceptable to the Company, to the Trust Account
at a financial institution to be chosen by the Company, maintained by Continental, one (1) business day prior to the Closing Date
of the Over-Allotment Option.


 


1.3.
Closing. The closing of the purchase and sale of the Initial Units shall take place simultaneously with the closing of the IPO
and the closing of the purchase and sale of Additional Units shall take place simultaneously with the closing of the Over-Allotment
Option (each, a “Closing Date”). The closing of the purchase and sale of the Units shall take place at the
offices of Winston & Strawn LLP, 200 Park Avenue, New York, New York, 10166, or such other place as may be agreed upon by
the parties hereto.


 



     


     


    

 


1.4
Termination. This Agreement and each of the obligations of the undersigned shall be null and void and without effect if the IPO
does not close prior to December 31, 2020.


 


2.
Representations and Warranties of Subscriber


 


Subscriber
represents and warrants to the Company that:


 


2.1.
No Government Recommendation or Approval. Subscriber understands that no federal or state agency has passed upon or made any recommendation
or endorsement of the Company or the Offering of the Securities.


 


2.2.
Accredited Investor. Subscriber represents that it is an “accredited investor” as such term is defined in Rule 501(a)
of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”), and acknowledges that
the sale contemplated hereby is being made in reliance, among other things, on a private placement exemption to “accredited
investors” under the Securities Act and similar exemptions under state law.


 


2.3.
Intent. Subscriber is purchasing the Securities solely for investment purposes, for Subscriber’s own account (and/or for
the account or benefit of its members or affiliates, as permitted, pursuant to the terms of an agreement (the “Insider
Letter”) to be entered into with respect to the Securities between, among others, Subscriber and the Company, as described
in the Registration Statement), and not with a view to the distribution thereof and Subscriber has no present arrangement to sell
the Securities to or through any person or entity except as may be permitted under the Insider Letter. Subscriber shall not engage
in hedging transactions with regard to the Securities unless in compliance with the Securities Act.


 


2.4.
Restrictions on Transfer. Subscriber acknowledges and understands the Units are being offered in a transaction not involving a
public offering in the United States within the meaning of the Securities Act. The Securities have not been registered under the
Securities Act and, if in the future Subscriber decides to offer, resell, pledge or otherwise transfer the Securities, such Securities
may be offered, resold, pledged or otherwise transferred only (A) pursuant to an effective registration statement filed under
the Securities Act, (B) pursuant to an exemption from registration under Rule 144 promulgated under the Securities Act, if available,
or (C) pursuant to any other available exemption from the registration requirements of the Securities Act, and in each case in
accordance with any applicable securities laws of any state or any other jurisdiction. Notwithstanding the foregoing, Subscriber
acknowledges and understands the Securities are subject to transfer restrictions as described in Section 8 hereof. Subscriber
agrees that if any transfer of its Securities or any interest therein is proposed to be made, as a condition precedent to any
such transfer, Subscriber may be required to deliver to the Company an opinion of counsel satisfactory to the Company with respect
to such transfer. Absent registration or another available exemption from registration, Subscriber agrees it will not resell the
Securities (unless otherwise permitted pursuant to the Insider Letter, as described in the Registration Statement). Subscriber
further acknowledges that because the Company is a shell company, Rule 144 may not be available to Subscriber for the resale of
the Securities until the one-year anniversary following consummation of the Business Combination of the Company, despite technical
compliance with the requirements of Rule 144 and the release or waiver of any contractual transfer restrictions.


 


2.5.
Sophisticated Investor.


 


(i)
Subscriber is sophisticated in financial matters and is able to evaluate the risks and benefits of the investment in the Securities.


 


(ii)
Subscriber is aware that an investment in the Securities is highly speculative and subject to substantial risks because, among
other things, the Securities are subject to transfer restrictions and have not been registered under the Securities Act and therefore
cannot be sold unless subsequently registered under the Securities Act or an exemption from such registration is available. Subscriber
is able to bear the economic risk of its investment in the Securities for an indefinite period of time.


 


2.6.
Independent Investigation. Subscriber, in making the decision to purchase the Units, has relied upon an independent investigation
of the Company and has not relied upon any information or representations made by any third parties or upon any oral or written
representations or assurances from the Company, its officers, directors or employees or any other representatives or agents of
the Company, other than as set forth in this Agreement. Subscriber is familiar with the business, operations and financial condition
of the Company and has had an opportunity to ask questions of, and receive answers from the Company’s officers and directors
concerning the Company and the terms and conditions of the offering of the Units and has had full access to such other information
concerning the Company as Subscriber has requested. Subscriber confirms that all documents that it has requested have been made
available and that Subscriber has been supplied with all of the additional information concerning this investment which Subscriber
has requested.


 



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2.7
Organization and Authority. Subscriber is duly organized, validly existing and in good standing under the laws of the State of
Delaware and it possesses all requisite power and authority necessary to carry out the transactions contemplated by this Agreement.


 


2.8.
Authority. This Agreement has been validly authorized, executed and delivered by Subscriber and is a valid and binding agreement
enforceable in accordance with its terms, subject to the general principles of equity and to bankruptcy or other laws affecting
the enforcement of creditors’ rights generally.


 


2.9.
No Conflicts. The execution, delivery and performance of this Agreement and the consummation by Subscriber of the transactions
contemplated hereby do not violate, conflict with or constitute a default under (i) Subscriber’s charter documents, (ii) any agreement
or instrument to which Subscriber is a party or (iii) any law, statute, rule or regulation to which Subscriber is subject, or
any agreement, order, judgment or decree to which Subscriber is subject.


 


2.10.
No Legal Advice from Company. Subscriber acknowledges it has had the opportunity to review this Agreement and the transactions
contemplated by this Agreement and the other agreements entered into between the parties hereto with Subscriber’s own legal
counsel and investment and tax advisors. Except for any statements or representations of the Company made in this Agreement and
the other agreements entered into between the parties hereto, Subscriber is relying solely on such counsel and advisors and not
on any statements or representations of the Company or any of its representatives or agents for legal, tax or investment advice
with respect to this investment, the transactions contemplated by this Agreement or the securities laws of any jurisdiction.


 


2.11.
Reliance on Representations and Warranties. Subscriber understands the Units are being offered and sold to Subscriber in reliance
on exemptions from the registration requirements under the Securities Act, and analogous provisions in the laws and regulations
of various states, and that the Company is relying upon the truth and accuracy of the representations, warranties, agreements,
acknowledgments and understandings of Subscriber set forth in this Agreement in order to determine the applicability of such provisions.


 


2.12.
No General Solicitation. Subscriber is not subscribing for the Units as a result of or subsequent to any general solicitation
or general advertising, including but not limited to any advertisement, article, notice or other communication published in any
newspaper, magazine, or similar media or broadcast over television or radio, or presented at any seminar or meeting or in a registration
statement with respect to the IPO filed with the Securities and Exchange Commission (the “SEC”).


 


2.13.
Legend. Subscriber acknowledges and agrees the certificates evidencing each of the Securities shall bear a restrictive legend
(the “Legend”), in form and substance substantially as set forth in Section 4 hereof.


 


3.
Representations, Warranties and Covenants of the Company


 


The
Company represents and warrants to, and agrees with, Subscriber that:


 


3.1.
Valid Issuance of Capital Stock. The total number of shares of all classes of capital stock which the Company has authority to
issue is 125,000,000 shares of common stock, including 100,000,000 shares of Class A Common Stock and 25,000,000 shares of Class
B common stock, $0.0001 par value per share (“Class B Common Stock”), and 1,000,000 shares of
preferred stock, $0.0001 par value per share (“Preferred Stock”). As of the date hereof, the Company has issued
and outstanding 5,031,250 shares of Class B Common Stock (of which up to 656,250 shares are subject to forfeiture as described
in the Registration Statement), no shares of Class A Common Stock and no shares of Preferred Stock. All of the issued shares of
capital stock of the Company have been duly authorized, validly issued, and are fully paid and non-assessable.


 


3.2
Title to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof and that certain warrant agreement
to be entered into between the Company and Continental, as warrant agent (the “Warrant Agreement”), each of
the Units, Placement Shares, Placement Warrants and Warrant Shares will be duly and validly issued, fully paid and non-assessable.
On the date of issuance of the Units, the Warrant Shares shall have been reserved for issuance. Upon issuance in accordance with,
and payment pursuant to, the terms hereof and the Warrant Agreement, Subscriber will have or receive good title to the Units,
Placement Shares and Placement Warrants, free and clear of all liens, claims and encumbrances of any kind, other than (i) transfer
restrictions hereunder and pursuant to the Insider Letter and (ii) transfer restrictions under federal and state securities laws.


 



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3.3.
Organization and Qualification. The Company is a corporation duly incorporated, validly existing and in good standing under the
laws of the State of Delaware and has the requisite corporate power to own its properties and assets and to carry on its business
as now being conducted.


 


3.4.
Authorization; Enforcement. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations
under this Agreement and to issue the Securities in accordance with the terms hereof, (ii) the execution, delivery and performance
of this Agreement by the Company and the consummation by it of the transactions contemplated hereby have been duly authorized
by all necessary corporate action, and no further consent or authorization of the Company or its Board of Directors or stockholders
is required, (iii) this Agreement constitutes valid and binding obligations of the Company enforceable against the Company in
accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance,
moratorium, reorganization, or similar laws relating to, or affecting generally the enforcement of, creditors’ rights and
remedies or by equitable principles of general application and except as enforcement of rights to indemnity and contribution may
be limited by federal and state securities laws or principles of public policy, (iv) the Units, when issued and delivered in the
manner set forth herein, will constitute valid and binding obligations of the Company enforceable against the Company in accordance
with their terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, moratorium,
reorganization, or similar laws relating to, or affecting generally the enforcement of, creditors’ rights and remedies or
by equitable principles of general application and except as enforcement of rights to indemnity and contribution may be limited
by federal and state securities laws or principles of public policy and (v) the Placement Warrants, when issued and delivered
in the manner set forth herein, will constitute valid and binding obligations of the Company enforceable against the Company in
accordance with their terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance,
moratorium, reorganization, or similar laws relating to, or affecting generally the enforcement of, creditors’ rights and
remedies or by equitable principles of general application and except as enforcement of rights to indemnity and contribution may
be limited by federal and state securities laws or principles of public policy.


 


3.5.
No Conflicts. The execution, delivery and performance of this Agreement and the consummation by the Company of the transactions
contemplated hereby do not (i) result in a violation of the Company’s certificate of incorporation or by-laws, (ii) conflict
with, or constitute a default under any agreement or instrument to which the Company is a party or (iii) any law statute, rule
or regulation to which the Company is subject or any agreement, order, judgment or decree to which the Company is subject. Other
than any SEC or state securities filings which may be required to be made by the Company subsequent to the closing of the IPO,
and any registration statement which may be filed pursuant thereto, the Company is not required under federal, state or local
law, rule or regulation to obtain any consent, authorization or order of, or make any filing or registration with, any court or
governmental agency or self-regulatory entity in order for it to perform any of its obligations under this Agreement or issue
the Units, Placement Shares, Placement Warrants or the Warrant Shares in accordance with the terms hereof.


 


4.
Legends


 


4.1.
Legend. The Company will issue the Units, Placement Shares and Placement Warrants, and when issued, the Warrant Shares, purchased
by Subscriber in the name of Subscriber. The Securities will bear the following Legend and appropriate “stop transfer”
instructions:


 


“THE
SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),
OR ANY STATE SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR
OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR SUCH LAWS OR AN EXEMPTION
FROM REGISTRATION UNDER THE SECURITIES ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL FOR THIS CORPORATION, IS AVAILABLE.”


 


“THE
SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO LOCKUP PURSUANT TO AN INSIDER LETTER BETWEEN, AMONG OTHERS, B. RILEY
PRINCIPAL MERGER CORP. II AND B. RILEY PRINCIPAL SPONSOR CO. II, LLC AND MAY ONLY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE
DISPOSED DURING THE TERM OF THE LOCKUP PURSUANT TO THE TERMS SET FORTH IN THE INSIDER LETTER.”


 


4.2.
Subscriber’s Compliance. Nothing in this Section 4 shall affect in any way Subscriber’s obligations and agreements
to comply with all applicable securities laws upon resale of the Securities.


 



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4.3.
Company’s Refusal to Register Transfer of the Securities. The Company shall refuse to register any transfer of the Securities,
if in the sole judgment of the Company such purported transfer would not be made (i) pursuant to an effective registration statement
filed under the Securities Act, or pursuant to an available exemption from the registration requirements of the Securities Act
and (ii) in compliance herewith and with the Insider Letter.


 


4.4
Registration Rights. Subscriber will be entitled to certain registration rights which will be governed by a registration rights
agreement (“Registration Rights Agreement”) to be entered into between, among others, Subscriber and the Company,
on or prior to the effective date of the Registration Statement.


 


5.
Waiver of Liquidation Distributions.


 


In
connection with the Securities purchased pursuant to this Agreement, Subscriber hereby waives any and all right, title, interest
or claim of any kind in or to any distributions of the amounts in the Trust Account with respect to the Securities, whether (i)
in connection with the exercise of redemption rights if the Company consummates the Business Combination, (ii) in connection with
any tender offer conducted by the Company prior to a Business Combination, (iii) upon the Company’s redemption of shares
of Common Stock sold in the Company’s IPO upon the Company’s failure to timely complete the Business Combination or
(iv) in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of
incorporation (A) to modify the substance or timing of the Company’s obligation to redeem 100% of the Company’s public
shares if the Company does not timely complete the Business Combination or (B) with respect to any other provision relating to
stockholders’ rights or pre-Business Combination activity. In the event Subscriber purchases shares of Common Stock in the
IPO or in the aftermarket, any additional shares so purchased shall be eligible to receive the redemption value of such shares
of Common Stock upon the same terms offered to all other purchasers of Common Stock in the IPO in the event the Company fails
to consummate the Business Combination.


 


6.
Terms of Placement Warrants.


 


6.1
Terms. Each Placement Warrant shall have the terms set forth in the Warrant Agreement.


 


6.2.
Failure to Consummate Business Combination. The Placement Warrants shall be terminated upon the dissolution of the Company or
in the event that the Company does not consummate the Business Combination within 18 months from the consummation of the IPO,
unless otherwise extended by the Company.


 


6.3.
Termination of Rights as Holder. If the Placement Warrants are terminated in accordance with Section 6.1, then after such time
Subscriber (or its successor in interest) shall no longer have any rights as a holder of such Placement Warrants and the Company
shall take such action as is appropriate to cancel such Placement Warrants. Subscriber hereby irrevocably grants the Company a
limited power of attorney for the purpose of effectuating the foregoing and agrees to take any and all measures reasonably requested
by the Company necessary to effect the foregoing.


 


7.
Rescission Right Waiver and Indemnification.


 


7.1.
Subscriber understands and acknowledges an exemption from the registration requirements of the Securities Act requires there be
no general solicitation of purchasers of the Units. In this regard, if the IPO were deemed to be a general solicitation with respect
to the Units, the offer and sale of such Units may not be exempt from registration and, if not, Subscriber may have a right to
rescind its purchase of the Units. In order to facilitate the completion of the Offering and in order to protect the Company,
its stockholders and the amounts in the Trust Account from claims that may adversely affect the Company or the interests of its
stockholders, Subscriber hereby agrees to waive, to the maximum extent permitted by applicable law, any claims, right to sue or
rights in law or arbitration, as the case may be, to seek rescission of its purchase of the Units. Subscriber acknowledges and
agrees this waiver is being made in order to induce the Company to sell the Units to Subscriber. Subscriber agrees the foregoing
waiver of rescission rights shall apply to any and all known or unknown actions, causes of action, suits, claims or proceedings
(collectively, “Claims”) and related losses, costs, penalties, fees, liabilities and damages, whether compensatory,
consequential or exemplary, and expenses in connection therewith, including reasonable attorneys’ and expert witness fees
and disbursements and all other expenses reasonably incurred in investigating, preparing or defending against any Claims, whether
pending or threatened, in connection with any present or future actual or asserted right to rescind the purchase of the Units
hereunder or relating to the purchase of the Units and the transactions contemplated hereby.


 


7.2.
Subscriber agrees not to seek recourse against the Trust Account for any reason whatsoever in connection with its purchase of
the Units or any Claim that may arise now or in the future.


 



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7.3.
Subscriber acknowledges and agrees that the stockholders of the Company are and shall be third-party beneficiaries of this Section
7.


 


7.4.
Subscriber agrees that to the extent any waiver of rights under this Section 7 is ineffective as a matter of law, Subscriber has
offered such waiver for the benefit of the Company as an equitable right that shall survive any statutory disqualification or
bar that applies to a legal right. Subscriber acknowledges the receipt and sufficiency of consideration received from the Company
hereunder in this regard.


 


8.
Terms of the Units and Placement Warrants


 


8.1
The Units and their component parts are substantially identical to the units to be offered in the IPO except that: (i) the Units
and component parts will be subject to transfer restrictions, except in limited circumstances, until 30 days following the consummation
of the Business Combination, (ii) the Placement Warrants will be non-redeemable so long as they are held by Subscriber (or any
of its permitted transferees), and may be exercisable on a “cashless” basis if held by Subscriber or its permitted
transferees, as further described in the Warrant Agreement, and (iii) the Units and component parts are being purchased pursuant
to an exemption from the registration requirements of the Securities Act and will become freely tradable only after the expiration
of the lockup described above in clause (i) and they are registered pursuant to the Registration Rights Agreement to be signed
on or before the date of the Prospectus or an exemption from registration is available, and the restrictions described above in
clause (i) has expired. Additionally, the Subscriber acknowledges and agrees that the Units and their component parts will be
deemed underwriting compensation by the Financial Industry Regulatory Authority (“FINRA”) and, pursuant to FINRA Rule
5110(g)(1), may not be sold during the offering, or sold, transferred, assigned, pledged or hypothecated or be the subject of
any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities for
a period of 180 days immediately following the date of effectiveness or commencement of sales in the IPO, except as provided in
FINRA Rule 5110(g)(2).


 


8.2
Subscriber agrees to vote the Placement Shares in accordance with the terms of the Insider Letter and as otherwise described in
the Registration Statement.


 


9.
Governing Law; Jurisdiction; Waiver of Jury Trial


 


This
Agreement shall be governed by and construed in accordance with the laws of the State of New York for agreements made and to be
wholly performed within such state, without regards to the conflicts of laws principles thereof. Any suit brought by either party
shall be brought in the state or federal courts sitting in New York County in the State of New York. 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.


 


10.
Assignment; Entire Agreement; Amendment


 


10.1.
Assignment. Neither this Agreement nor any rights hereunder may be assigned, in whole or in part, by any party to any other person
without the prior written consent of the other party hereto except that Subscriber may assign this Agreement, or any of its rights
hereunder, to a person agreeing to be bound by the terms hereof, including the waiver contained in Section 7 hereof.


 


10.2.
Entire Agreement. This Agreement sets forth the entire agreement and understanding between the parties as to the subject matter
thereof and merges and supersedes all prior discussions, agreements and understandings of any and every nature among them with
respect to such subject matter.


 


10.3.
Amendment. Except as expressly provided in this Agreement, neither this Agreement nor any term hereof may be amended, waived,
discharged or terminated other than by a written instrument signed by the party against whom enforcement of any such amendment,
waiver, discharge or termination is sought.


 


10.4.
Binding upon Successors. This Agreement shall be binding upon and inure to the benefit of the parties hereto and to their respective
successors and permitted assigns.


 



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11.
Notices


 


11.1
Notices. Unless otherwise provided herein, any notice or other communication to a party hereunder shall be sufficiently given
if in writing and personally delivered or sent by facsimile or other electronic transmission with copy sent in another manner
herein provided or sent by courier (which for all purposes of this Agreement shall include Federal Express or other recognized
overnight courier) or mailed to said party by certified mail, return receipt requested, at its address provided for herein or
such other address as either may designate for itself in such notice to the other. Communications shall be deemed to have been
received when delivered personally, on the scheduled arrival date when sent by next day or 2nd-day courier service, or if sent
by facsimile upon receipt of confirmation of transmittal or, if sent by mail, then three days after deposit in the mail. If given
by electronic transmission, such notice shall be deemed to be delivered when directed to an electronic mail address at which such
party has consented to receive notice.


 


12.
Counterparts


 


This
Agreement may be executed in one or more counterparts, all of which when taken together shall be considered one and the same agreement
and shall become effective when counterparts have been signed by each party and delivered to the other party, it being understood
that both parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission or
by e-mail delivery of a “pdf” format data file, such signature shall create a valid and binding obligation of the
party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf”
signature page were an original thereof.


 


13.
Survival; Severability


 


13.1.
Survival. The representations, warranties, covenants and agreements of the parties hereto shall survive the Closing.


 


13.2.
Severability. In the event that any provision of this Agreement becomes or is declared by a court of competent jurisdiction to
be illegal, unenforceable or void, this Agreement shall continue in full force and effect without said provision; provided that
no such severability shall be effective if it materially changes the economic benefit of this Agreement to any party.


 


14.
Headings.


 


The
titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting
this Agreement.


 


[Signature
Page Follows]


 



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IN
WITNESS WHEREOF, the parties hereto have executed this Agreement to be effective as of the date first set forth above.


 


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


 


	 	B.
    RILEY PRINCIPAL SPONSOR CO. II, LLC
	 	 	 
	 	By:	/s/
    Phillip Ahn
	 	 	Name: 	 Phillip Ahn
	 	 	Title:	Authorized
Signatory


 


[Signature
Page to Private Placement Units Subscription Agreement]