REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 2nd, 2020 • RMG Acquisition Corp. II • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], is made and entered into by and among RMG Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), and RMG Sponsor II, LLC, a Delaware limited liability company (the “Sponsor”), and any other parties listed on the signature pages hereto (together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, the “Holders” and, each, a “Holder”).
WARRANT AGREEMENT RMG ACQUISITION CORP. II and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated [ ], 2020Warrant Agreement • December 2nd, 2020 • RMG Acquisition Corp. II • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated [ ], 2020, is by and between RMG Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”).
SPONSOR WARRANTS PURCHASE AGREEMENTSponsor Warrants Purchase Agreement • December 2nd, 2020 • RMG Acquisition Corp. II • Blank checks • New York
THIS SPONSOR WARRANTS PURCHASE AGREEMENT, dated as of [●], 2020 (as it may from time to time be amended, this “Agreement”), is entered into by and between RMG Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), and RMG Sponsor II, LLC, a Delaware limited liability company (the “Purchaser”).
RMG Acquisition Corp. II New York, NY 10006Letter Agreement • December 2nd, 2020 • RMG Acquisition Corp. II • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between RMG Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), and BofA Securities, Inc., as the representative (the “Representative”) of the several underwriters named therein (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 28,750,000 of the Company’s units (including up to 3,750,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one Class A ordinary share of the Company, par value $0.0001 per share (each, an “Ordinary Share”), and one-third of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the Public Offering pursuant to a registration statem
25,000,000 Units RMG ACQUISITION CORP. II Units, each consisting of one Class A ordinary share, U.S. $0.0001 par value, and one-third of one warrant UNDERWRITING AGREEMENTUnderwriting Agreement • December 2nd, 2020 • RMG Acquisition Corp. II • Blank checks • New York
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • December 2nd, 2020 • RMG Acquisition Corp. II • Blank checks • New York
Pursuant to Section 1(k) of the Investment Management Trust Agreement between RMG Acquisition Corp. II (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [●], 2020 (the “Trust Agreement”), the Company hereby requests that you deliver to the Company $ of the interest income earned on the Property as of the date hereof. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.
RMG Acquisition Corp. II 50 West Street, Suite 40C New York, NY 10006Administrative Services Agreement • December 2nd, 2020 • RMG Acquisition Corp. II • Blank checks • New York
This Administrative Services Agreement (this “Agreement”) by and between RMG Acquisition Corp. II (the “Provider”) and RMG Sponsor II, LLC (the “Company”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the The Nasdaq Stock Market LLC (the “Listing Date”) and continuing until the earlier of the consummation by the Company of an initial business combination and the Company’s liquidation (in each case as described in the Registration Statement on Form S-1 (File No. 333-249342) filed with the Securities and Exchange Commission) (such earlier date hereinafter referred to as the “Termination Date”), the Provider, an affiliate of our sponsor, RMG Sponsor II, LLC, shall make available to the Company, at 50 West Street, Suite 40C, New York, NY 10006 (or any successor location or other existing office locations of the Provider or any of its affiliates), certain office space, administrative and support servic
