Signal Hill Acquisition Corp Watch

from 8-K 7 pages This Is to Confirm Our Agreement Whereby Signal Hill Acquisition Corp., a Delaware Corporation (“Company”), Has Requested B. Riley Securities, Inc. (“B. Riley” or the “Advisor”) to Serve as the Company’s Advisor in Connection With the Company Effecting a Merger, Capital Stock Exchange, Asset Acquisition, Stock Purchase, Reorganization or Similar Business Combination (In Each Case, a “Business Combination”) With One or More Businesses (Each a “Target”) as Described in the Company’s Registration Statement on Form S-1 (File No.333-262042) Filed With the U.S. Securities and Exchange Commission (“Registration Statement”) in Connection With Its Initial Public Offering (“Ipo”). 1. Services and Fees. (A) the Advisor Will, From Time to Time, Upon the Company’s Request and in Consultation With the Company: (I) Assist the Company in Preparing Presentations for Each Potential Business Combination;

from 8-K 28 pages 10,000,000 Units1 Signal Hill Acquisition Corp. Underwriting Agreement

from S-1/A 33 pages 10,000,000 Units1 Signal Hill Acquisition Corp. Underwriting Agreement

from S-1 6 pages This Is to Confirm Our Agreement (This “Agreement”) Whereby Signal Hill Acquisition Corp., a Delaware Corporation (“Company”), Has Requested B. Riley Securities, Inc. (The “Advisor”) to Assist It in Connection With the Company’s Merger, Share Exchange, Asset Acquisition, Share Purchase, Recapitalization, Reorganization or Similar Business Combination (In Each Case, a “Business Combination”) With One or More Businesses or Entities (Each a “Target”) as Described in the Company’s Registration Statement on Form S-1 (File No. 333- ) Filed With the Securities and Exchange Commission (“Registration Statement”) in Connection With Its Initial Public Offering (“Ipo”). 1. Services and Fees. (A) the Advisor Will, if Requested by the Company: (I) Assist the Company in Holding Meetings With Company Shareholders to Discuss the Business Combination and the Target’s Attributes; (II) Introduce the Company to Potential Investors to Purchase the Company’s Securities in Connection With the Business Combination; (III) Assist the Company in Trying to Obtain Shareholder Approval for the Business Combination, Including Assistance With the Company’s Proxy Statement or Tender Offer Materials; and (IV) Assist the Company With Relevant Financial Analysis, Presentations, Press Releases and Filings Related to the Business Combination or the Target. (B) as Compensation for the Foregoing Services, the Company Will Pay the Advisor a Cash Fee Equal to 3.5% of the Gross Proceeds Received by the Company in the Ipo (The “Fee”)

from S-1 33 pages 10,000,000 Units1 Signal Hill Acquisition Corp. Underwriting Agreement