PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, effective as of August 11, 2020 (as it may from time to time be amended, this
Agreement), is entered into by and between Fortress Value Acquisition Corp. II, a Delaware corporation (the Company), and Fortress Acquisition Sponsor II LLC, a Delaware limited liability company (the
The Company intends to consummate an initial public offering of the Companys units (the Public Offering), each unit
consisting of one share of the Companys Class A common stock, par value $0.0001 per share (each, a Share), and one-fifth of one redeemable warrant as set forth in the
Companys registration statement on Form S-1, filed with the Securities and Exchange Commission (the SEC), File Number 333-240092 (the
Registration Statement), under the Securities Act of 1933, as amended (the Securities Act);
whole warrant entitles the holder to purchase one Share at an exercise price of $11.50 per Share; and
The Purchaser has agreed to
purchase an aggregate of 5,333,333 redeemable warrants (or up to 5,933,333 redeemable warrants if the over-allotment option in connection with the Public Offering is exercised in full) (the Private Placement Warrants), each whole
Private Placement Warrant entitling the holder to purchase one Share at an exercise price of $11.50 per Share.
NOW THEREFORE, in
consideration of the mutual promises contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this Agreement hereby, intending legally to be bound, agree as
Section 1. Authorization, Purchase and Sale; Terms of the Private Placement Warrants.
A. Authorization of the Private Placement Warrants. The Company has duly authorized the issuance and sale of the Private Placement
Warrants to the Purchaser.
B. Purchase and Sale of the Private Placement Warrants.
(i) On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the
Company (the Initial Closing Date), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 5,333,333 Private Placement Warrants at a price of $1.50 per warrant for an aggregate
purchase price of $8,000,000 (the Purchase Price), which shall be paid by wire transfer of immediately available funds to the