Exhibit 10.2


 


Execution Version


 


REGISTRATION
RIGHTS AGREEMENT


 


This Registration Rights
Agreement (this “Agreement”) is made as of February 14, 2020 by and among Alta Equipment Group, Inc., a Delaware
corporation (the “Company”), Ryan Greenawalt (“Greenawalt”), Robert Chiles (“Chiles”),
Anthony Colucci (“Colucci”), Craig Brubaker (“Brubaker”), Alan Hammersley (“Hammersley”),
Richard Papalia (“Papalia”), Paul Ivankovics (“Ivankovics”), Jeremy Cionca (“Cionica”)
and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement (together
with Greenawalt, Chiles, Colucci, Brubaker, Hammersley, Papalia, Ivankovics and Cionica, each a “Holder” and,
collectively, the “Holders”).


 


RECITALS


 


WHEREAS, this Agreement
is made and entered into in connection with the closing of the business combination (the “Business Combination”)
contemplated by that certain Agreement and Plan of Merger, dated as of December 12, 2019 (the “Merger Agreement”),
by and among the Company, BR Canyon Merger Sub Corp., a wholly-owned subsidiary of the Company and a Michigan corporation, Alta
Equipment Holdings, Inc., a Michigan corporation (“Alta”) and Greenawalt;


 


WHEREAS, pursuant to
the Merger Agreement, the Company will issue to the Holders an aggregate of 7,600,000 shares of common stock of the Company, par
value $0.0001 per share (the “Common Stock”), as a portion of the consideration in the Business Combination;


 


WHEREAS, pursuant to
the Merger Agreement, the Company agreed to register for resale under the Securities Act the shares of Common Stock issued to the
Holders; and


 


WHEREAS, the Company
and the Holders desire to enter into this Agreement, pursuant to which the Company shall grant the Holders certain registration
rights with respect to certain securities of the Company, as set forth in this Agreement.


 


AGREEMENT


 


NOW, THEREFORE, in
consideration of the representations, covenants and agreements contained herein, and certain other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as
follows:


 


Article
I.

DEFINITIONS


 


Section
1.1 Definitions. The terms defined in this Article I shall, for all purposes of this Agreement,
have the respective meanings set forth below:


 


“Adverse Disclosure”
shall mean any public disclosure of material non-public information, which disclosure, in the good faith judgment of the Chief
Executive Officer (if not Greenawalt) or principal financial officer of the company, after consultation with counsel to the Company,
(a) would be required to be made in any Registration Statement or Prospectus in order for the applicable Registration Statement
or Prospectus not to contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements
contained therein (in the case of any prospectus and any preliminary prospectus, in the light of the circumstances under which
they were made) not misleading, (b) would not be required to be made at such time if the Registration Statement were not being
filed, and (c) the Company has a bona fide business purpose for not making such information public.


 




     


     


    

 


“Agreement”
shall have the meaning given in the Preamble.


 


“Blackout
Period” shall have the meaning given in Section 3.4(b).


 


“Business
Combination” shall have the meaning given in the Preamble.


 


“Business
Day” shall mean any day of the year on which national banking institutions in New York are open to the public for conducting
business and are not required or authorized to close.


 


“Common Stock”
shall have the meaning given in the Preamble.


 


“Closing Date”
shall have the meaning given in the Merger Agreement.


 


“Commission”
shall mean the U.S. Securities and Exchange Commission.


 


“Company”
shall have the meaning given in the Preamble.


 


“Demanding
Holder” shall have the meaning given in Section 2.2(a).


 


“Effectiveness
Deadline” shall have the meaning given in Section 2.1.


 


“Exchange
Act” shall mean the Securities Exchange Act of 1934, as it may be amended from time to time.


 


“Form S-3”
shall have the meaning given in Section 2.4.


 


“Founder Holders”
shall mean “Holders” as defined in the Founder Registration Rights Agreement.


 


“Founder Registrable
Securities” shall mean “Registrable Securities” as defined in the Founder Registration Rights Agreement


 


“Founder Registration
Rights Agreement” shall mean that certain Registration Rights Agreement, dated as of April 8, 2019, by and between the
Company, B. Riley Principal Sponsor Co., LLC, a Delaware limited liability company, and the other parties thereto.


 


“Holders”
shall have the meaning given in the Preamble.


 


“Maximum Number
of Securities” shall have the meaning given in Section 2.2(b).


 


“Merger Agreement”
shall have the meaning given in the Preamble.


 




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“Misstatement”
shall mean an untrue statement of a material fact or an omission to state a material fact required to be stated in a Registration
Statement or Prospectus, or necessary to make the statements in a Registration Statement or Prospectus in the light of the circumstances
under which they were made not misleading.


 


“Piggyback
Registration” shall have the meaning given in Section 2.3.


 


“Prospectus”
shall mean the prospectus included in any Registration Statement, as supplemented by any and all prospectus supplements and as
amended by any and all post-effective amendments and including all material incorporated by reference in such prospectus.


 


“Merger Agreement”
shall have the meaning given in the Recitals.


 


“Registrable
Security” shall mean (a) the shares of Common Stock issued by the Company to the Holders pursuant to the Merger
Agreement and (b) any other equity security of the Company issued or issuable to any Holder with respect to any such shares
of Common Stock by way of a stock dividend or stock split or in connection with a combination of shares, recapitalization, merger,
consolidation or reorganization; provided, however, that, as to any particular Registrable Security, such securities
shall cease to be Registrable Securities when: (i) a Registration Statement with respect to the sale of such securities shall
have become effective under the Securities Act and such securities shall have been sold, transferred, disposed of or exchanged
in accordance with such Registration Statement; (ii) such securities shall have been otherwise transferred, new certificates
for such securities not bearing a legend restricting further transfer shall have been delivered by the Company and subsequent public
distribution of such securities shall not require registration under the Securities Act; (iii) such securities shall have
ceased to be outstanding; (iv) such securities may be sold without registration pursuant to Rule 144 promulgated under the Securities
Act (or any successor rule promulgated thereafter by the Commission) (but with no volume or other restrictions or limitations);
or (v) such securities have been sold to, or through, a broker, dealer or underwriter in a public distribution or other public
securities transaction.


 


“Registration”
shall mean a registration effected by preparing and filing a registration statement or similar document in compliance with the
requirements of the Securities Act, and the applicable rules and regulations promulgated thereunder, and such registration statement
becoming effective.


 


“Registration
Expenses” shall mean the out-of-pocket expenses of a Registration, including, without limitation, the following:


 


		a)	all registration and filing fees (including fees with
respect to filings required to be made with the Financial Industry Regulatory Authority, Inc.) and any securities exchange on
which the Common Stock is then listed;



 


		b)	fees and expenses of compliance with securities or blue
sky laws (including reasonable fees and disbursements of counsel for the Underwriters in connection with blue sky qualifications
of Registrable Securities);



 


		c)	printing, messenger, telephone and delivery expenses;



 




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		d)	reasonable fees and disbursements of counsel for the
Company;



 


		e)	reasonable fees and disbursements of all independent
registered public accountants of the Company incurred specifically in connection with such Registration (including the expenses
of any special audit and “comfort letters” required by or incident to such performance); and



 


		f)	reasonable fees and expenses of one legal counsel selected
by the Demanding Holders in connection with an Underwritten Offering.



 


“Registration
Statement” shall mean any registration statement that covers the Registrable Securities pursuant to the provisions of
this Agreement, including the Prospectus included in such registration statement, amendments (including post-effective amendments)
and supplements to such registration statement, and all exhibits to and all material incorporated by reference in such registration
statement.


 


“Securities
Act” shall mean the Securities Act of 1933, as amended from time to time.


 


“Suspension
Period” shall have the meaning given in Section 3.4(a).


 


“Underwriter”
shall mean a securities dealer who purchases any Registrable Securities as principal in an Underwritten Offering and not as part
of such dealer’s market-making activities.


 


“Underwritten
Offering” shall mean an offering in which securities of the Company are sold to an Underwriter in a firm commitment underwriting
for distribution to the public.


 


Article
II.

REGISTRATIONS


 


Section
2.1 Registration Statement. The Company shall, as soon as practicable after the Closing Date, but in any
event within forty-five (45) days after the Closing Date, file a Registration Statement under the Securities Act to permit the
public resale of all the Registrable Securities held by the Holders from time to time as permitted by Rule 415 under the Securities
Act (or any successor or similar provision adopted by the Commission then in effect) on the terms and conditions specified in this
Section 2.1 and shall use its commercially reasonable efforts to cause such Registration Statement to be declared effective
as soon as practicable after the filing thereof, but in any event no later than the earlier of (a) sixty (60) days (or ninety (90)
days if the Commission notifies the Company that it will “review” the Registration Statement) after the Closing Date
and (b) the tenth (10th) Business Day after the date the Company is notified (orally or in writing, whichever is earlier)
by the Commission that such Registration Statement will not be “reviewed” or will not be subject to further review
(such earlier date, the “Effectiveness Deadline”). The Registration Statement filed with the Commission pursuant
to this Section 2.1 shall be on Form S-1 or such other form of registration statement as is then available to effect a registration
for resale of such Registrable Securities, covering such Registrable Securities, and shall contain a Prospectus in such form as
to permit any Holder to sell such Registrable Securities pursuant to Rule 415 under the Securities Act (or any successor or similar
provision adopted by the Commission then in effect) at any time beginning on the effective date for such Registration Statement.
A Registration Statement filed pursuant to this Section 2.1 shall provide for the resale pursuant to any method or combination
of methods legally available to, and requested by, the Holders. The Company shall use its commercially reasonable efforts to cause
a Registration Statement filed pursuant to this Section 2.1 to remain effective, and to be supplemented and amended to the
extent necessary to ensure that such Registration Statement is available or, if not available, that another registration statement
is available, for the resale of all the Registrable Securities held by the Holders until all such Registrable Securities have ceased
to be Registrable Securities. As soon as practicable following the effective date of a Registration Statement filed pursuant to
this Section 2.1, but in any event within three (3) Business Days of such date, the Company shall notify the Holders of
the effectiveness of such Registration Statement. When effective, a Registration Statement filed pursuant to this Section 2.1
(including any documents incorporated therein by reference) will comply as to form in all material respects with all applicable
requirements of the Securities Act and the Exchange Act and will not contain an untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary to make the statements therein not misleading (in the case of
any Prospectus contained in such Registration Statement, in the light of the circumstances under which such statement is made).


 




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Section
2.2 Underwritten Offering.


 


(a) In the event that
any Holder elects to dispose of Registrable Securities under a Registration Statement pursuant to an Underwritten Offering of all
or part of such Registrable Securities that are registered by such Registration Statement, then the Company shall, upon the written
demand of Greenawalt or his designee (any such Holder, a “Demanding Holder”), enter into an underwriting agreement
in a form as is customary in Underwritten Offerings of equity securities with the managing Underwriter or Underwriters selected
by the Demanding Holder in consultation with the Company, and shall take all such other reasonable actions as are requested by
the managing Underwriter or Underwriters in order to expedite or facilitate the disposition of such Registrable Securities. In
addition, the Company shall give prompt written notice to each other Holder regarding such proposed Underwritten Offering, and
such notice shall offer such Holders the opportunity to include in the Underwritten Offering such number of Registrable Securities
as each such Holder may request. Each such Holder shall make such request in writing to the Company within five Business Days after
the receipt of any such notice from the Company, which request shall specify the number of Registrable Securities intended to be
disposed of by such Holder. Each Holder proposing to distribute its Registrable Securities through an Underwritten Offering pursuant
to this Section 2.2 shall enter into an underwriting agreement with the underwriters, which underwriting agreement shall
contain such representations, covenants, indemnities (subject to Article IV) and other rights and obligations as are customary
in underwritten offerings of equity securities; provided, however, that no such Holder shall be required to make
any representations or warranties to or agreements with the Company or the Underwriters other than representations, warranties
or agreements regarding such Holder’s authority to enter into such underwriting agreement and to sell, and its ownership
of, the securities being registered on its behalf, its intended method of distribution and any other representation required by
law.


 




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(b) If the managing Underwriter
or Underwriters in an Underwritten Offering, in good faith, advises the Company and the Demanding Holder that the dollar amount
or number of Registrable Securities that the Demanding Holder desires to sell, taken together with all other shares of Common Stock
or other equity securities that the Company or any other Holder desires to sell and the shares of Common Stock, if any, as to which
a Registration has been requested pursuant to separate written contractual piggy-back registration rights held by any other stockholders
who desire to sell, exceeds the maximum dollar amount or maximum number of equity securities that can be sold in the Underwritten
Offering without adversely affecting the proposed offering price, the timing, the distribution method, or the probability of success
of such offering (such maximum dollar amount or maximum number of such securities, as applicable, the “Maximum Number
of Securities”), then the Company shall include in such Underwritten Offering, as follows:


 


(i) first,
the Registrable Securities of the Demanding Holders pro rata based on the respective number of Registrable Securities that each
Demanding Holder has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that
the Demanding Holders have requested be included in such Underwritten Offering that can be sold without exceeding the Maximum Number
of Securities;


 


(ii) second,
to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), pro rata to (A)
Registrable Securities of other Holders who have elected to participate in the Underwritten Offering pursuant to Section 2.2(a)
and (B) Founder Registrable Securities of Founder Holders exercising their rights to register their Founder Registrable Securities
pursuant to the Founder Registration Rights Agreement, which can be sold without exceeding the Maximum Number of Securities;


 


(iii) third,
to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i) or clause (ii), to shares
of Common Stock held by persons or entities that the Company is obligated to register in a Registration pursuant to separate written
contractual arrangements with such persons, which collectively can be sold without exceeding the Maximum Number of Securities;
and


 


(iv) fourth,
to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i) , clause (ii),
or clause (iii), shares of Common Stock or other equity securities that the Company desires to sell, which can be sold without
exceeding the Maximum Number of Securities.


 


(c) A Demanding Holder
shall have the right to withdraw all or any portion of its Registrable Securities included in an Underwritten Offering pursuant
to this Section 2.2 for any or no reason whatsoever upon written notification to the Company and the Underwriter or Underwriters
of its intention to withdraw from such Underwritten Offering prior to the pricing of such Underwritten Offering and such withdrawn
amount shall no longer be considered an Underwritten Offering. Notwithstanding anything to the contrary in this Agreement, the
Company shall be responsible for the Registration Expenses incurred in connection with an Underwritten Offering prior to its withdrawal
under this Section 2.2(c).


 




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(d) The Company shall
not be obligated to effect any Underwritten Offering pursuant to this Section 2.2 (x) if the Demanding Holder, together
with the holders of any other securities of the Company entitled to inclusion in such Underwritten Offering, propose to sell Registrable
Securities and such other securities (if any), the aggregate proceeds of which are anticipated to be less than $15,000,000, or
(y) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in
effecting such registration, qualification, or compliance, unless the Company is already subject to service in such jurisdiction
and except as may be required by the Securities Act.


 


Section
2.3 Piggyback Registration.


 


(a) If at any time the
Company proposes to file a Registration Statement under the Securities Act with respect to an Underwritten Offering of equity securities,
or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account
or for the account of stockholders of the Company (or by the Company and by the stockholders of the Company including, without
limitation, pursuant to Section 2.2 hereof) on a form that would permit registration of Registrable Securities, other than
a Registration Statement (i) filed in connection with any employee stock option or other benefit plan, (ii) for an exchange
offer or offering of securities solely to the Company’s existing stockholders, (iii) for an offering of debt that is
convertible into equity securities of the Company, (iv) for a dividend reinvestment plan or (v) on Form S-4, then the
Company shall give written notice of such proposed filing to all of the Holders of Registrable Securities as soon as practicable
but not less than ten days before the anticipated filing date of such Registration Statement, which notice shall (A) describe
the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the
proposed managing Underwriter or Underwriters, if any, in such offering, and (B) offer to all of the Holders of Registrable
Securities the opportunity to register the sale of such number of Registrable Securities as such Holders may request in writing
within five days after receipt of such written notice (in the case of an “overnight” or “bought” offering,
such requests must be made by the Holders within three Business Days after the delivery of any such notice by the Company) (such
Registration a “Piggyback Registration”); provided, however, that if the Company has been advised
in writing by the managing Underwriter(s) that the inclusion of Registrable Securities for sale for the benefit of the Holders
will have an adverse effect on the price, timing or distribution of the Common Stock in the Underwritten Offering, then (1) if
no Registrable Securities can be included in the Underwritten Offering in the opinion of the managing Underwriter(s), the Company
shall not be required to offer such opportunity to the Holders or (2) if any Registrable Securities can be included in the
Underwritten Offering in the opinion of the managing Underwriter(s), then the amount of Registrable Securities to be offered for
the accounts of Holders shall be determined based on the provisions of Section 2.3(b). Subject to Section 2.3(b),
the Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and shall use
its commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering to permit
the Registrable Securities requested by the Holders pursuant to this Section 2.3 to be included in a Piggyback Registration
on the same terms and conditions as any similar securities of the Company included in such Registration and to permit the sale
or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. If no written
request for inclusion from a Holder is received within the specified time, each such Holder shall have no further right to participate
in such Underwritten Offering. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering
under this Section 2.3 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for
such Underwritten Offering by the Company.


 




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(b) If the managing Underwriter
or Underwriters in an Underwritten Offering that is to be a Piggyback Registration, in good faith, advises the Company and the
Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of shares
of Common Stock that the Company desires to sell, taken together with (i) the shares of Common Stock, if any, as to which
Registration has been demanded pursuant to separate written contractual arrangements with persons or entities other than the Holders
of Registrable Securities hereunder, (ii) the Registrable Securities as to which registration has been requested pursuant
to Sections 2.2 and 2.3, and (iii) the shares of Class A Common Stock, if any, as to which Registration has
been requested pursuant to separate written contractual piggy-back registration rights of other stockholders of the Company, exceeds
the Maximum Number of Securities, then:


 


(i) If the
Registration is undertaken for the Company’s account, the Company shall include in any such Registration (A) first,
shares of Common Stock or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum
Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the
foregoing clause (A), pro rata to (1) the Registrable Securities of Holders exercising their rights to register their Registrable
Securities pursuant to Sections 2.2 and 2.3 hereof; and (2) the Founder Registrable Securities of Founder Holders
exercising their rights to register their Founder Registrable Securities pursuant to the Founder Registration Rights Agreement,
which can be sold without exceeding the Maximum Number of Securities, and (C) third, to the extent that the Maximum
Number of Securities has not been reached under the foregoing clauses (A) and (B), shares of Common Stock, if
any, as to which Registration has been requested pursuant to written contractual piggy-back registration rights of other stockholders
of the Company, which can be sold without exceeding the Maximum Number of Securities;


 


(ii) If the
Registration is pursuant to a request by persons or entities other than the Holders of Registrable Securities, then the Company
shall include in any such Registration (A) first, shares of Common Stock or other equity securities, if any, of such
requesting persons or entities, other than the Holders of Registrable Securities, which can be sold without exceeding the Maximum
Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the
foregoing clause (A), pro rata to (1) the Registrable Securities of Holders exercising their rights to register their Registrable
Securities pursuant to Sections 2.2 and 2.3 hereof; and (2) the Founder Registrable Securities of Founder Holders
exercising their rights to register their Founder Registrable Securities pursuant to the Founder Registration Rights Agreement,
which can be sold without exceeding the Maximum Number of Securities; (C) third, to the extent that the Maximum Number
of Securities has not been reached under the foregoing clauses (A) and (B), shares of Common Stock or other
equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (D) fourth,
to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and
(C), shares of Common Stock or other equity securities for the account of other persons or entities that the Company is
obligated to register pursuant to separate written contractual arrangements with such persons or entities, which can be sold without
exceeding the Maximum Number of Securities.


 




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(c) Any Holder of Registrable
Securities shall have the right to withdraw from a Piggyback Registration for any or no reason whatsoever upon written notification
to the Company and the Underwriter or Underwriters (if any) of its intention to withdraw from such Piggyback Registration prior
to the pricing of such Underwritten Offering. The Company (whether on its own good faith determination or as the result of a request
for withdrawal by persons pursuant to separate written contractual obligations) may withdraw a Registration Statement filed with
the Commission in connection with a Piggyback Registration at any time prior to the effectiveness of such Registration Statement.
Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred
in connection with the Piggyback Registration prior to its withdrawal under this Section 2.3.


 


(d) For purposes of clarity,
any Registration effected pursuant to Section 2.3 hereof shall not be counted as a Registration effected under Section
2.2 hereof.


 


Section
2.4 Registrations on Form S-3. The Holders of Registrable Securities may at any time, and from time to
time, request in writing that the Company, pursuant to Rule 415 under the Securities Act (or any successor rule promulgated thereafter
by the Commission), register the resale of any or all of their Registrable Securities on Form S-3 or similar short form registration
statement that may be available at such time (“Form S-3”); provided, however, that the Company
shall not be obligated to effect such request through an Underwritten Offering. Within five days of the Company’s receipt
of a written request from a Holder or Holders of Registrable Securities for a Registration on Form S-3, the Company shall promptly
give written notice of the proposed Registration on Form S-3 to all other Holders of Registrable Securities, and each Holder of
Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in such
Registration on Form S-3 shall so notify the Company, in writing, within ten days after the receipt by the Holder of the notice
from the Company. As soon as practicable thereafter, but not more than 12 days after the Company’s initial receipt of such
written request for a Registration on Form S-3, the Company shall register all or such portion of such Holder’s Registrable
Securities as are specified in such written request, together with all or such portion of Registrable Securities of any other Holder
or Holders joining in such request as are specified in the written notification given by such Holder or Holders; provided,
however, that the Company shall not be obligated to effect any such Registration pursuant to Section 2.3 hereof if
(i) a Form S-3 is not available for such offering, or (ii) the Holders of Registrable Securities, together with the Holders of
any other equity securities of the Company entitled to inclusion in such Registration, propose to sell the Registrable Securities
and such other equity securities (if any) at any aggregate price to the public of less than $15,000,000.


 




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Article
III.

COMPANY PROCEDURES


 


Section
3.1 General Procedures. The Company shall use its commercially reasonable efforts to effect the Registration
of Registrable Securities in accordance with the intended plan of distribution thereof, and pursuant thereto the Company shall,
as expeditiously as practicable:


 


(a) subject to Section
2.1, prepare and file with the Commission a Registration Statement with respect to such Registrable Securities and use its
commercially reasonable efforts to cause such Registration Statement to become effective and remain effective pursuant to the terms
of this Agreement until all of such Registrable Securities have been disposed of (if earlier);


 


(b) prepare and file
with the Commission such amendments and post-effective amendments to the Registration Statement, and such supplements to the Prospectus,
as may be required by the rules, regulations or instructions applicable to the registration form used by the Company or by the
Securities Act or rules and regulations thereunder to keep the Registration Statement effective until all of such Registrable Securities
have been disposed of (if earlier) in accordance with the intended plan of distribution set forth in such Registration Statement
or supplement to the Prospectus;


 


(c) prior to filing a
Registration Statement or Prospectus, or any amendment or supplement thereto, furnish without charge to the Underwriters, if any,
and the Holders of Registrable Securities included in such Registration, and to one legal counsel selected by the Holders, copies
of such Registration Statement as proposed to be filed, each amendment and supplement to such Registration Statement (in each case
including all exhibits thereto and documents incorporated by reference therein), the Prospectus included in such Registration Statement
(including each preliminary Prospectus), and such other documents as the Underwriters and the Holders of Registrable Securities
included in such Registration or the legal counsel selected by such Holders may request in order to facilitate the disposition
of the Registrable Securities owned by such Holders;


 


(d) prior to any public
offering of Registrable Securities, use its commercially reasonable efforts to (i) register or qualify the Registrable Securities
covered by the Registration Statement under such securities or “blue sky” laws of such jurisdictions in the United
States as the Holders of Registrable Securities included in such Registration Statement (in light of their intended plan of distribution)
may request and (ii) take such action necessary to cause such Registrable Securities covered by the Registration Statement
to be registered with or approved by such other governmental authorities as may be necessary by virtue of the business and operations
of the Company and do any and all other acts and things that may be necessary or advisable to enable the Holders of Registrable
Securities included in such Registration Statement to consummate the disposition of such Registrable Securities in such jurisdictions;
provided, however, that the Company shall not be required to qualify generally to do business or as a dealer in securities
in any jurisdiction where it would not otherwise be required to qualify or take any action to which it would be subject to general
service of process or taxation in any such jurisdiction where it is not then otherwise so subject;


 




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(e) use its commercially
reasonable efforts to cause all such Registrable Securities to be listed on each securities exchange or automated quotation system
on which similar securities issued by the Company are then listed;


 


(f) provide a transfer
agent and registrar for all such Registrable Securities no later than the effective date of such Registration Statement;


 


(g) advise each seller
of such Registrable Securities, promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop
order by the Commission suspending the effectiveness of such Registration Statement or the initiation or threatening of any proceeding
for such purpose and promptly use its commercially reasonable efforts to prevent the issuance of any stop order or to obtain its
withdrawal if such stop order should be issued;


 


(h) at least five days
prior to the filing of any Registration Statement or Prospectus or any amendment or supplement to such Registration Statement or
Prospectus or any document that is to be incorporated by reference into such Registration Statement or Prospectus, furnish a copy
thereof to each seller of such Registrable Securities or its counsel;


 


(i) notify the Holders
at any time when a Prospectus relating to such Registration Statement is required to be delivered under the Securities Act, of
the happening of any event as a result of which the Prospectus included in such Registration Statement, as then in effect, includes
a Misstatement, and then to correct such Misstatement as set forth in Section 3.4 hereof;


 


(j) permit a representative
of the Holders, the Underwriters, if any, and any attorney or accountant retained by such Holders or Underwriter to participate,
at each such person’s own expense, in the preparation of the Registration Statement, and cause the Company’s officers,
directors and employees to supply all information reasonably requested by any such representative, Underwriter, attorney or accountant
in connection with the Registration; provided, however, that such representatives or Underwriters enter into a confidentiality
agreement, in form and substance reasonably satisfactory to the Company, prior to the release or disclosure of any such information;


 


(k) obtain a “cold
comfort” letter from the Company’s independent registered public accountants in the event of an Underwritten Offering,
in customary form and covering such matters of the type customarily covered by “cold comfort” letters as the managing
Underwriter may reasonably request;


 


(l) on the date the Registrable
Securities are delivered for sale pursuant to such Registration, obtain an opinion, dated as of such date, of counsel representing
the Company for the purposes of such Registration, addressed to the placement agent or sales agent, if any, and the Underwriters,
if any, covering such legal matters with respect to the Registration in respect of which such opinion is being given as are customarily
included in such opinions and negative assurance letters;


 


(m) in the event of any
Underwritten Offering, enter into and perform its obligations under an underwriting agreement, on terms agreed to by the Company
with the managing Underwriter of such offering;


 




    11


     


    

 


(n) make available to
its security holders, as soon as reasonably practicable, an earnings statement (which need not be audited) covering the period
of at least twelve (12) months beginning with the first day of the Company’s first full calendar quarter after the effective
date of the Registration Statement which satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder
(or any successor rule promulgated thereafter by the Commission);


 


(o) if the Registration
involves the Registration of Registrable Securities involving gross proceeds in excess of $30,000,000, use its reasonable efforts
to make available senior executives of the Company to participate in customary “road show” presentations that may be
reasonably requested by the Underwriter in such Underwritten Offering; and


 


(p) otherwise, in good
faith, take such customary actions necessary to effect the registration of such Registrable Securities contemplated hereby.


 


Section
3.2 Registration Expenses. The Registration Expenses of all Registrations shall be borne by the Company.
It is acknowledged by the Holders and the Company that the Holders shall bear all incremental selling expenses relating to the
sale of Registrable Securities, such as Underwriters’ commissions and discounts, brokerage fees and, other than as set forth
in the definition of “Registration Expenses,” all reasonable fees and expenses of any legal counsel representing the
Holders.


 


Section
3.3 Requirements for Participation in Underwritten Offerings. No person may participate in any Underwritten
Offering for equity securities of the Company hereunder unless such person (a) agrees to sell such person’s securities
on the basis provided in the underwriting agreement for such Underwritten Offering and (b) completes and executes all customary
questionnaires, powers of attorney, indemnities, lock-up agreements, underwriting agreements and other customary documents as may
be reasonably required under the terms of such underwriting agreement.


 


Section
3.4 Suspension of Sales; Adverse Disclosure.


 


(a) Upon receipt of written
notice from the Company that a Registration Statement or Prospectus contains a Misstatement, each of the Holders shall forthwith
discontinue disposition of Registrable Securities until it has received copies of a supplemented or amended Prospectus correcting
the Misstatement (it being understood that the Company hereby covenants to prepare and file such supplement or amendment as soon
as practicable after the time of such notice), or until it is advised in writing by the Company that the use of the Prospectus
may be resumed (any such period, a “Suspension Period”).


 


(b) If the filing, initial
effectiveness or continued use of a Registration Statement in respect of any Registration (including in connection with an Underwritten
Offering) at any time would require the Company to make an Adverse Disclosure or would require the inclusion in such Registration
Statement of financial statements that are unavailable to the Company for reasons beyond the Company’s control, then the
Company may, upon giving prompt written notice to the Holders, delay the filing or initial effectiveness of, or suspend use of,
such Registration Statement (including in connection with an Underwritten Offering) for the shortest period of time, but in no
event more than 30 days, determined in good faith by the Company to be necessary for such purpose (any such period, a “Blackout
Period”). In the event the Company exercises its rights under the preceding sentence, the Holders agree to suspend, immediately
upon their receipt of the notice referred to above, their use of the Prospectus relating to any Registration in connection with
any sale or offer to sell Registrable Securities.


 




    12


     


    

 


(c) The Company shall
immediately notify the Holders of the expiration of any period during which it exercised its rights under this Section 3.4.
Notwithstanding anything to the contrary in this Section 3.4, in no event shall any Suspension Period or any Blackout Period
continue for more than 90 days in the aggregate during any 365-day period.


 


Section
3.5 Reporting Obligations. As long as any Holder shall own Registrable Securities, the Company, at all
times while it shall be a reporting company under the Exchange Act, covenants to:


 


(a) file timely (or obtain
extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after
the date hereof pursuant to Sections 13(a) or 15(d) of the Exchange Act and to promptly furnish the Holders with true and complete
copies of all such filings (the delivery of which will be satisfied by the Company’s filing of such reports on the Commission’s
EDGAR system); and


 


(b) the Company further
covenants that it shall take such further action as any Holder may reasonably request, all to the extent required from time to
time to enable such Holder to sell shares of Common Stock held by such Holder without registration under the Securities Act within
the limitation of the exemptions provided by Rule 144 promulgated under the Securities Act (or any successor rule promulgated thereafter
by the Commission), including providing any legal opinions. Upon the request of any Holder, the Company shall deliver to such Holder
a written certification of a duly authorized officer as to whether it has complied with such requirements.


 


Article
IV.


INDEMNIFICATION
AND CONTRIBUTION


 


Section
4.1 Indemnification.


 


(a) The Company agrees
to indemnify, to the extent permitted by law, each Holder of Registrable Securities, its officers and directors and each person
who controls such Holder (within the meaning of the Securities Act) against all losses, claims, damages, liabilities and expenses
(including attorneys’ fees) caused by any untrue or alleged untrue statement of material fact contained in any Registration
Statement, Prospectus or preliminary Prospectus or any amendment thereof or supplement thereto or any omission or alleged omission
of a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as
the same are caused by or contained in any information furnished in writing to the Company by such Holder expressly for use therein.
The Company shall indemnify the Underwriters, their officers and directors and each person who controls such Underwriters (within
the meaning of the Securities Act) to the same extent as provided in the foregoing with respect to the indemnification of the Holder.


 




    13


     


    

 


(b) In connection with
any Registration Statement in which a Holder of Registrable Securities is participating, such Holder shall furnish to the Company
in writing such information and affidavits as the Company reasonably requests for use in connection with any such Registration
Statement or Prospectus and, to the extent permitted by law, shall indemnify the Company, its directors and officers and agents
and each person who controls the Company (within the meaning of the Securities Act) against any losses, claims, damages, liabilities
and expenses (including without limitation reasonable attorneys’ fees) resulting from any untrue statement of material fact
contained in the Registration Statement, Prospectus or preliminary Prospectus or any amendment thereof or supplement thereto or
any omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, but only
to the extent that such untrue statement or omission is contained in any information or affidavit so furnished in writing by such
Holder expressly for use therein; provided, however, that the obligation to indemnify shall be several, not joint
and several, among such Holders of Registrable Securities, and the liability of each such Holder of Registrable Securities shall
be in proportion to and limited to the net proceeds received by such Holder from the sale of Registrable Securities pursuant to
such Registration Statement. The Holders of Registrable Securities shall indemnify the Underwriters, their officers, directors
and each person who controls such Underwriters (within the meaning of the Securities Act) to the same extent as provided in the
foregoing with respect to indemnification of the Company.


 


(c) Any person entitled
to indemnification herein shall (i) give prompt written notice to the indemnifying party of any claim with respect to which
it seeks indemnification (provided that the failure to give prompt notice shall not impair any person’s right to indemnification
hereunder to the extent such failure has not materially prejudiced the indemnifying party) and (ii) unless in such indemnified
party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist with respect
to such claim, permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified
party. If such defense is assumed, the indemnifying party shall not be subject to any liability for any settlement made by the
indemnified party without its consent (but such consent shall not be unreasonably withheld). An indemnifying party who is not entitled
to, or elects not to, assume the defense of a claim shall not be obligated to pay the fees and expenses of more than one counsel
for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified
party a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to
such claim. No indemnifying party shall, without the consent of the indemnified party, consent to the entry of any judgment or
enter into any settlement which cannot be settled in all respects by the payment of money (and such money is so paid by the indemnifying
party pursuant to the terms of such settlement) or which settlement does not include as an unconditional term thereof the giving
by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation.


 


(d) The indemnification
provided for under this Agreement shall remain in full force and effect regardless of any investigation made by or on behalf of
the indemnified party or any officer, director or controlling person of such indemnified party and shall survive the transfer of
securities. The Company and each Holder of Registrable Securities participating in an offering also agrees to make such provisions
as are reasonably requested by any indemnified party for contribution to such party in the event the Company’s or such Holder’s
indemnification is unavailable for any reason.


 




    14


     


    

 


(e) If the indemnification
provided under this Section 4.1 from the indemnifying party is unavailable or insufficient to hold harmless an indemnified
party in respect of any losses, claims, damages, liabilities and expenses referred to herein, then the indemnifying party, in lieu
of indemnifying the indemnified party, shall contribute to the amount paid or payable by the indemnified party as a result of such
losses, claims, damages, liabilities and expenses in such proportion as is appropriate to reflect the relative fault of the indemnifying
party and the indemnified party, as well as any other relevant equitable considerations. The relative fault of the indemnifying
party and indemnified party shall be determined by reference to, among other things, whether any action in question, including
any untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, was made by,
or relates to information supplied by, such indemnifying party or indemnified party, and the indemnifying party’s and indemnified
party’s relative intent, knowledge, access to information and opportunity to correct or prevent such action; provided,
however, that the liability of any Holder under this Section 4.1(e) shall be limited to the amount of the net proceeds
received by such Holder in such offering giving rise to such liability. The amount paid or payable by a party as a result of the
losses or other liabilities referred to above shall be deemed to include, subject to the limitations set forth in Section 4.1(a),
Section 4.1(b) and Section 4.1(c) above, any legal or other fees, charges or expenses reasonably incurred by such
party in connection with any investigation or proceeding. The parties hereto agree that it would not be just and equitable if contribution
pursuant to this Section 4.1(e) were determined by pro rata allocation or by any other method of allocation, which does
not take account of the equitable considerations referred to in this Section 4.1(e). No person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution pursuant to this Section 4.1(e)
from any person who was not guilty of such fraudulent misrepresentation.


 


Article
V.


MISCELLANEOUS


 


Section
5.1 Notices. All notices, demands, requests, instructions, claims, consents, waivers and other
communications to be given or delivered under or by reason of the provisions of this Agreement shall be in writing and shall
be deemed to have been given (a) when personally delivered (or, if delivery is refused, upon presentment), received by fax or
email (with hard copy to follow) prior to 5:00 p.m. Eastern Time on a Business Day or delivery by reputable overnight express
courier (charges prepaid) or (b) three days following mailing by certified or registered mail, postage prepaid and
return receipt requested. Unless another address is specified in writing, notices, demands and communications to any Holder
or the Company shall be sent to the addresses indicated below:




 


	
        Notices to any Holder:

         

        Alta Equipment Holdings, Inc.

        13211 Merriman Road

        Livonia, Michigan 48150

        Attention: Ryan Greenawalt

        Fax:

        Email: ryan.greenawalt@altaequipment.com

         
	 	
        with a copy to (which shall not constitute notice):

         

        Howard & Howard Attorneys, PLLC

        450 W. Fourth Street

        Royal Oak, Michigan 48322

        Attention: Joseph J. DeVito

        Jeffrey A. Hoover

        Fax: (248) 645-1568

        Email: jjd@h2law.com

        jah@h2law.com



 




    15


     


    

 


	
        Notices to the Company

         

        Alta Equipment Group, Inc.

        c/o B. Riley Principal Merger Corp.

        299 Park Avenue

        21st Floor

        New York, New York 10171

        Attention: Kenneth Young

        Fax:

        Email: kyoung@brileyfin.com
	 	
        with a copy to (which shall not constitute notice):

         

        Winston & Strawn

        200 Park Avenue

        New York, New York 10166-4193

        Attention: Joel Rubinstein

        Jason Osborn

        Fax: (212) 294-5336

        Email: jrubinstein@winston.com

        josborn@winston.com



 


Section
5.2 Assignment; No Third Party Beneficiaries.


 


(a) This Agreement and
the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part.


 


(b) This Agreement and
the rights, duties and obligations of the Holders of Registrable Securities hereunder may be freely assigned or delegated by such
Holder of Registrable Securities in conjunction with and to the extent of any transfer of Registrable Securities by any such Holder.


 


(c) This Agreement and
the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors and the permitted
assigns of the Holders.


 


(d) This Agreement shall
not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this Agreement
and this Section 5.2, except that the Founder Holders, severally and not jointly, shall be express third party beneficiaries
of Section 2.2(b)(ii) and Section 2.3(b).


 


(e) No assignment by
any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless
and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1 and (ii) the
written agreement of the assignee, in the form attached hereto as Exhibit A, to be bound by the terms and provisions of
this Agreement. Any transfer or assignment made other than as provided in this Section 5.2 shall be null and void.


 


Section
5.3 Counterparts. This Agreement and agreements, certificates, instruments and documents entered into
in connection herewith may be executed and delivered in one or more counterparts and by fax or email, each of which shall be deemed
an original and all of which shall be considered one and the same agreement. No party hereto shall raise the use of a fax machine
or email to deliver a signature or the fact that any signature or agreement or instrument was transmitted or communicated through
the use of a fax machine or email as a defense to the formation or enforceability of a contract and each party hereto forever waives
any such defense.


 




    16


     


    

 


Section
5.4 Governing Law. The law of the State of Delaware shall govern (a) all claims or matters related to
or arising from this Agreement (including any tort or non-contractual claims) and (b) any questions concerning the construction,
interpretation, validity and enforceability of this Agreement, and the performance of the obligations imposed by this Agreement,
in each case without giving effect to any choice-of-law or conflict-of-law rules or provisions (whether of the State of Delaware
or any other jurisdiction) that would cause the application of the law of any jurisdiction other than the State of Delaware. Each
party to this Agreement hereby IRREVOCABLY waives all rights to trial by jury in any action, suit or Proceeding brought to resolve
any dispute between or among any of the parties (whether arising in contract, tort or otherwise) arising out of, connected with,
related or incidental to this Agreement, the transactions contemplated hereby and/or the relationships established among the parties
hereunder. THE PARTIES HERETO FURTHER WARRANT AND REPRESENT THAT EACH HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL, AND THAT
EACH KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. Each of the parties
hereto submits to the exclusive jurisdiction of first, the Chancery Court of the State of Delaware or if such court declines jurisdiction,
then to the Federal District Court for the District of Delaware, in any action or proceeding arising out of or relating to this
Agreement, agrees that all claims in respect of the action or proceeding shall be heard and determined in any such court and agrees
not to bring any proceeding arising out of or relating to this Agreement in any other courts. Nothing in this Section 5.4,
however, shall affect the right of any party hereunder to serve legal process in any other manner permitted by law or at equity.
Each party hereto agrees that a final judgment in any proceeding so brought shall be conclusive and may be enforced by suit on
the judgment or in any other manner provided by law or at equity.


 


Section
5.5 Specific Performance. Each party hereto recognizes and affirms that in the event any of the provisions
of this Agreement are not performed in accordance with their specific terms or otherwise are breached, money damages would be inadequate
(and therefore the non-breaching party would have no adequate remedy at law) and the non-breaching party would be irreparably damaged.
Accordingly, each party hereto agrees that each other party hereof shall be entitled to specific performance, an injunction or
other equitable relief (without posting of bond or other security or needing to prove irreparable harm) to prevent breaches of
the provisions of this Agreement and to enforce specifically this Agreement and the terms and provisions hereof in any proceeding,
in addition to any other remedy to which such person may be entitled.


 


Section
5.6 Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner
as to be effective and valid under applicable law, but if any provision of this Agreement or the application of any such provision
to any person or circumstance shall be held to be prohibited by or invalid, illegal or unenforceable under applicable law in any
respect by a court of competent jurisdiction, such provision shall be ineffective only to the extent of such prohibition or invalidity,
illegality or unenforceability, without invalidating the remainder of such provision or the remaining provisions of this Agreement.
Furthermore, in lieu of such illegal, invalid or unenforceable provision, there shall be added automatically as a part of this
Agreement a legal, valid and enforceable provision as similar in terms to such illegal, invalid, or unenforceable provision as
may be possible.


 




    17


     


    

 


Section
5.7 Interpretation. The headings and captions used in this Agreement have been inserted for convenience
of reference only and do not modify, define or limit any of the terms or provisions hereof.


 


Section
5.8 Entire Agreement. This Agreement contains the entire agreement and understanding between the parties
hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral,
relating to such subject matter in any way.


 


Section
5.9 Amendments and Modifications. Upon the written consent of the Company and the Holders of at least
a majority in interest of the Registrable Securities at the time in question, compliance with any of the provisions, covenants
and conditions set forth in this Agreement may be waived, or any of such provisions, covenants or conditions may be amended or
modified; provided, however, that notwithstanding the foregoing, any amendment hereto or waiver hereof that adversely
affects one Holder, solely in its capacity as a holder of the shares of capital stock of the Company, in a manner that is materially
different from the other Holders (in such capacity) shall require the consent of the Holder so affected. No course of dealing between
any Holder or the Company and any other party hereto or any failure or delay on the part of a Holder or the Company in exercising
any rights or remedies under this Agreement shall operate as a waiver of any rights or remedies of any Holder or the Company. No
single or partial exercise of any rights or remedies under this Agreement by a party shall operate as a waiver or preclude the
exercise of any other rights or remedies hereunder or thereunder by such party.


 


Section
5.10 Term. This Agreement shall terminate upon the date as of which no Holders (or permitted assignees
under Section 5.2) hold any Registrable Securities. The provisions of Section 3.5 and Article IV shall survive
any termination.


 


Section
5.11 Further Assurances. In connection with this Agreement and the transactions contemplated hereby, upon
the written request by the Company, each Holder shall execute and deliver any additional documents and instruments and perform
any additional acts that may be reasonably necessary to effectuate and perform the provisions of this Agreement and the transactions
contemplated hereby.


 


*     *     *     *     *


 




    18


     


    

 


IN WITNESS WHEREOF,
each of the undersigned has caused this Agreement to be executed as of the date first written above.


 


	 	COMPANY:
	 	 
	 	ALTA EQUIPMENT GROUP, INC.
	 	 
	 	By:	/s/ Ryan Greenawalt
	 	Name:  	Ryan Greenawalt
	 	Title:	Chief Executive Officer
	 	 
	 	HOLDERS:
	 	 
	 	/s/ Ryan Greenawalt
	 	Ryan Greenawalt
	 	 
	 	/s/ Robert Chiles
	 	Robert Chiles
	 	 
	 	/s/ Anthony Colucci
	 	Anthony Colucci
	 	 
	 	/s/ Craig Brubaker
	 	Craig Brubaker
	 	 
	 	/s/ Alan Hammersley
	 	Alan Hammersley
	 	 
	 	/s/ Richard Papalia
	 	Richard Papalia
	 	 
	 	/s/ Paul Ivankovics
	 	Paul Ivankovics
	 	 
	 	/s/ Jeremy Cionca
	 	Jeremy Cionca


 


Signature Page to Registration Rights
Agreement


 




     


     


    

 


EXHIBIT A


 


JOINDER


 


Joinder


 


The undersigned is
executing and delivering this Joinder pursuant to the Registration Rights Agreement, dated as of February ___, 2020 (as the same
may hereafter be amended, the “Registration Rights Agreement”), among Alta Equipment Group, Inc., a Delaware
corporation (the “Company”), and the other person named as parties therein.


 


By executing and delivering
this Joinder to the Company, the undersigned hereby agrees to become a party to, to be bound by, and to comply with the provisions
of the Registration Rights Agreement as a Holder in the same manner as if the undersigned were an original signatory to the Registration
Rights Agreement, and the undersigned’s ________ shares of the Company shall be included as Registrable Securities under
the Registration Rights Agreement.


 


Accordingly, the undersigned
has executed and delivered this Joinder as of the ___ day of February, 2020


 


	 	 
	 	Signature of Stockholder
	 	 
	 	 
	 	Print Name of Stockholder
	 	 
	 	Address: 	                           
	 	 	 
	 	 	 


 


Agreed and Accepted as of:


 


February __, 2020.


 


ALTA EQUIPMENT GROUP, INC.


 


	By:	                                	 
	Name: 	 	 
	Its:	 	 


 


Exhibit A to Registration Rights Agreement