Exhibit 4.4


 


WARRANT
AGREEMENT


 


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


 


WHEREAS,
the Company is engaged in an initial public offering (the “Offering”) of units of the Company’s
equity securities, each such unit comprised of one share of Class A common stock, par value $0.0001 per share (“Common
Stock”), and one-half of one redeemable Public Warrant (as defined below) (the “Units”)
and, in connection therewith, has determined to issue and deliver up to 10,000,000 Public Warrants (or up to 11,500,000 Public
Warrants if the Over-allotment Option (as defined below) is exercised in full) to public investors in the Offering (the “Public
Warrants”);


 


WHEREAS,
the Company has entered into that certain Private Placement Units Purchase Agreement with B. Riley Principal Sponsor Co. II, LLC,
a Delaware limited liability company (the “Sponsor”), pursuant to which the Sponsor has agreed to purchase
an aggregate of 575,000 Units (or up to 635,000 Units if the Over-allotment Option is exercised in full) simultaneously with the
closing of the Offering (the “Private Placement Units”), which Private Placement Units include an aggregate
of 287,500 private placement warrants (the “Private Placement Warrants”) (or up to 317,500 Private Placement
Warrants if the Over-allotment Option is exercised in full), each bearing the legend set forth in Exhibit B hereto;


 


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


 


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


 


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


 


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


 


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


 


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


 






     


     


    

 


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


 


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


 


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


 


2.
Warrants.


 


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


 


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


 


2.3
Registration.


 


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


 


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


 


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


 






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


 


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


 


2.6
Private Placement Warrants, Forward Purchase Warrants and Working Capital Warrants. The Private Placement Warrants, Forward
Purchase Warrants and the Working Capital Warrants shall be identical to the Public Warrants, except that so long as they are
held by the Sponsor or any of its Permitted Transferees (as defined below) the Private Placement Warrants, Forward Purchase Warrants
and the Working Capital Warrants: (i) may be exercised for cash or on a cashless basis, pursuant to subsection 3.3.1(c)
hereof, (ii) may not be transferred, assigned or sold until the date that is thirty (30) days after the completion by the Company
of an initial Business Combination (as defined below), (iii) will not be exercisable more than five years from the effective date
of the Registration Statement in accordance with FINRA Rule 5110(f)(2)(G)(i), and (iv) shall not be redeemable by the Company;
provided, however, that in the case of (ii), the Private Placement Warrants, the Forward Purchase Warrants, the
Working Capital Warrants and any shares of Common Stock held by the Sponsor or its Permitted Transferees and issued upon exercise
of the Private Placement Warrants, the Forward Purchase Warrants or the Working Capital Warrants may be transferred by the holders
thereof:


 


(a)
to the Company’s officers or directors, any affiliate or family member of any of the Company’s officers or directors
or any affiliate of the Sponsor or to any member of the Sponsor;


 


(b)
in the case of an individual, by gift to a member of such individual’s immediate family or to a trust, the beneficiary of
which is a member of such individual’s immediate family, an affiliate of such individual or to a charitable organization;


 


(c)
in the case of an individual, by virtue of the laws of descent and distribution upon death of such person;


 


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


 


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


 


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


 


(g)
by virtue of the laws of the State of Delaware or the Sponsor’s limited liability company agreement upon dissolution of
the Sponsor; or


 






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(h)
in the event that, subsequent to the consummation of an initial Business Combination, the Company completes a liquidation, merger,
capital stock exchange, reorganization or other similar transaction which results in all of the Company’s stockholders having
the right to exchange their shares of Common Stock for cash, securities or other property;


 


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


 


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


 


3.
Terms and Exercise of Warrants.


 


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


 


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


 


3.3
Exercise of Warrants.


 


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


 


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


 






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


 


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


 


(d)
as provided in Section 7.4 hereof.


 


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


 


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


 






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


 


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


 


4.
Adjustments.


 


4.1
Stock Dividends.


 


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


 






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


 


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


 


4.3
Adjustments in Warrant Price.


 


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


 


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


 






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


 






    8


     


    

 


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


 


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


 


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


 


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


 


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


 


5.
Transfer and Exchange of Warrants.


 


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


 






    9


     


    

 


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


 


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


 


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


 


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


 


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


 


6.
Redemption.


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


8.
Concerning the Warrant Agent and Other Matters.


 


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


 


8.2
Resignation, Consolidation, or Merger of Warrant Agent.


 


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


 






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


 


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


 


8.3
Fees and Expenses of Warrant Agent.


 


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


 


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


 


8.4
Liability of Warrant Agent.


 


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


 


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


 


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


 


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


 






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


 


9.
Miscellaneous Provisions.


 


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


 


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


 


B.
Riley Principal Merger Corp. II


299
Park Avenue, 21st Floor


New
York, New York 10171


Attention:
Kenneth Young


 


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


 


Continental
Stock Transfer & Trust Company

1 State Street, 30th Floor

New York, New York 10004

Attention: Compliance Department


 


with
a copy in each case to:


 


Winston
& Strawn LLP


200
Park Avenue


New
York, New York 10166


Attn:
Joel L. Rubinstein, Esq.


 


 


and


 


B.
Riley FBR, Inc.


299
Park Avenue, 21st Floor


New
York, New York 10171


Attention:
Jonathan Mitchell


 


and


 


Ellenoff
Grossman & Schole LLP


1345
Avenue of the Americas


New
York, New York 10105


Attn:
Stuart Neuhauser, Esq.


 



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9.3
Applicable Law. The validity, interpretation, and performance of this Agreement and of the Warrants shall be governed in
all respects by the laws of the State of New York, without giving effect to conflicts of law principles that would result in the
application of the substantive laws of another jurisdiction. The Company hereby agrees that any action, proceeding or claim against
it arising out of or relating in any way to this Agreement shall be brought and enforced in the courts of the State of New York
or the United States District Court for the Southern District of New York, and irrevocably submits to such jurisdiction, which
jurisdiction shall be exclusive. The Company hereby waives any objection to such exclusive jurisdiction and that such courts represent
an inconvenient forum.


 


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


 


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


 


9.6
Counterparts. This Agreement may be executed in any number of original or facsimile counterparts and each of such counterparts
shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.


 


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


 


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


 


9.9
Severability. This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision
hereof shall not affect the validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore,
in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part
of this Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and
enforceable.


 


[Signature
Page Follows]


 




    15


     


    

 


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


 


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

    TRUST COMPANY, as Warrant Agent
	 	 
	 	By:	
	 	Name:	 
	 	Title:	Vice
    President


 





[Signature Page to Warrant Agreement]


 




     


     


    

 


EXHIBIT
A


 


Form
of Warrant Certificate


 


[FACE]


 


Number


 


Warrants


 


THIS
WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO


 


THE
EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR


 


IN
THE WARRANT AGREEMENT DESCRIBED BELOW


 


B.
RILEY PRINCIPAL MERGER CORP. II


 


Incorporated
Under the Laws of the State of Delaware


 


CUSIP
__________


 


Warrant
Certificate


 


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


 


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


 


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


 


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


 


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


 


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


 






     


     


    

 


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


 


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


 




     


     


    

 


[Form
of Warrant Certificate]


 


[Reverse]


 


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


 


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


 


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


 


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


 


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


 


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


 


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



 






     


     


    

 


Election
to Purchase


 


(To
Be Executed Upon Exercise of Warrant)


 


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


 


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


 


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


 


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


 


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


 


[Signature
Page Follows]


 




     


     


    

 


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


 


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


 




     


     


    

 


EXHIBIT
B


 


LEGEND


 


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


 


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