REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 14th, 2020 • RMG Acquisition Corp. II • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 9, 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”).
RMG ACQUISITION CORP. IISecurities Subscription Agreement • October 6th, 2020 • RMG Acquisition Corp. II • Blank checks • New York
RMG Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), is pleased to accept the offer RMG Sponsor II, LLC, a Delaware limited liability company (the “Subscriber” or “you”), has made to subscribe for 10,062,500 of the Company’s Class B ordinary shares (the “Shares”), US$0.0001 par value per share (the “Class B Shares”), up to 1,312,500 of which are subject to forfeiture by you if the underwriters of the Company’s initial public offering of its securities (“IPO”), if any, do not fully exercise their over-allotment option (the “Over-allotment Option”). For the purposes of this agreement (this “Agreement”), references to “Ordinary Shares” are to, collectively, the Class B Shares and the Company’s Class A ordinary shares, US$0.0001 par value per share (the “Class A Shares”). Upon certain terms and conditions, the Class B Shares will automatically convert into Class A Shares on a one-for-one basis, subject to adjustment. Unless the context otherwise requires, as used he
WARRANT AGREEMENT RMG ACQUISITION CORP. II and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated December 9, 2020Warrant Agreement • December 14th, 2020 • RMG Acquisition Corp. II • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated December 9, 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”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • December 14th, 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.
SPONSOR WARRANTS PURCHASE AGREEMENTWarrant Purchase Agreement • December 14th, 2020 • RMG Acquisition Corp. II • Blank checks • New York
THIS SPONSOR WARRANTS PURCHASE AGREEMENT, dated as of December 9, 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 10006 Re: Initial Public Offering Ladies and Gentlemen:Underwriting Agreement • December 14th, 2020 • RMG Acquisition Corp. II • Blank checks • New York
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 34,500,000 of the Company’s units (including up to 4,500,000 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
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”).
INDEMNITY AGREEMENTIndemnification Agreement • December 14th, 2020 • RMG Acquisition Corp. II • Blank checks • Delaware
30,000,000 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 14th, 2020 • RMG Acquisition Corp. II • Blank checks • New York
WARRANT ASSIGNMENT AND ASSUMPTION AGREEMENT RENEW ENERGY GLOBAL PLC, RMG ACQUISITION CORPORATION II, CONTINENTAL STOCK TRANSFER & TRUST COMPANY, COMPUTERSHARE, INC. and COMPUTERSHARE TRUST COMPANY, N.A. Dated August 23, 2021Warrant Assignment and Assumption Agreement • August 23rd, 2021 • RMG Acquisition Corp. II • Blank checks • New York
This Assignment and Assumption Agreement (the “Agreement”) is entered into as of August 23, 2021 (the “Effective Date”), by and among RMG Acquisition Corporation II, a Cayman Islands exempted company (“RMG II”), ReNew Energy Global plc, a public limited company incorporated under the laws of England and Wales (“ReNew Global”), Continental Stock Transfer & Trust Company, a New York corporation (“Continental”) and Computershare Inc., a Delaware corporation, and its wholly owned subsidiary, Computershare Trust Company, N.A., a federally chartered trust company (collectively, “Computershare”).
AMENDMENT NO. 1 TO BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • May 18th, 2021 • RMG Acquisition Corp. II • Blank checks
This Amendment No. 1, dated as of May 17, 2021 (this “Amendment No. 1”), to the Business Combination Agreement, dated as of February 24, 2021 (the “Business Combination Agreement”), by and among RMG Acquisition Corporation II, a Cayman Islands exempted company (“RMG II”), Philip Kassin, solely in the capacity as the representative for the shareholders of RMG II (“RMG II Representative”), ReNew Energy Global Limited, a private limited company registered in England and Wales with registered number 13220321 (“PubCo”), ReNew Power Global Merger Sub, a Cayman Islands exempted company (“Merger Sub”), Renew Power Private Limited, a company with limited liability incorporated under the laws of India (the “Company”) and certain shareholders of the Company as set forth in Schedule 7.03 to the Business Combination Agreement (the “Major Shareholders”, and, together with RMG II, the RMG II Representative, PubCo, Merger Sub and the Company, each, a “Party” and collectively, the “Parties”), is made a
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.
SUBSCRIPTION AGREEMENTSubscription Agreement • February 24th, 2021 • RMG Acquisition Corp. II • Blank checks • Delaware
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into this day of February, 2021, by and among ReNew Energy Global Limited, a private limited company by shares incorporated under the laws of England and Wales (the “Issuer”), RMG Acquisition Corporation II, a Cayman Islands exempted company (“RMG II”), and the undersigned (“Subscriber” or “you”). Defined terms used but not otherwise defined herein shall have the respective meanings ascribed thereto in the Business Combination Agreement (as defined below and as in effect on the date hereof).
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
RMG Acquisition Corp. II 50 West Street, Suite 40C New York, NY 10006Administrative Services Agreement • December 14th, 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
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • October 6th, 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.
BUSINESS COMBINATION AGREEMENT dated as of FEBRUARY 24, 2021 by and among RMG ACQUISITION CORPORATION II, PHILIP KASSIN, (in the capacity as the RMG II Representative) RENEW ENERGY GLOBAL LIMITED, RENEW POWER GLOBAL MERGER SUB, THE MAJOR SHAREHOLDERS,...Business Combination Agreement • February 24th, 2021 • RMG Acquisition Corp. II • Blank checks • Delaware
This Business Combination Agreement (this “Agreement”), dated as of February 24, 2021, is entered into by and among (i) RMG Acquisition Corporation II, a Cayman Islands exempted company (together with its successors, “RMG II”), (ii) Philip Kassin, solely in the capacity as the representative for the shareholders of RMG II, in accordance with the terms and conditions of this Agreement (the “RMG II Representative”), (iii) ReNew Energy Global Limited, a private limited company registered in England and Wales with registered number 13220321 (“PubCo”), (iv) ReNew Power Global Merger Sub, a Cayman Islands exempted company (“Merger Sub”), (v) Renew Power Private Limited, a company with limited liability incorporated under the laws of India (the “Company”), and (vi) certain shareholders of the Company as set forth in Schedule 7.03 (the “Major Shareholders”). Except as otherwise indicated, capitalized terms used but not defined herein shall have the meanings set forth in Article I of this Agree
