REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 12th, 2021 • RMG Acquisition Corp. VII • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [ 🌑 ], 2021 is made and entered into by and among RMG Acquisition Corp. VII, a Cayman Islands exempted company (the “Company”), and RMG Sponsor VII, 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”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • March 12th, 2021 • RMG Acquisition Corp. VII • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [ 🌑 ], 2021, by and between RMG Acquisition Corp. VII, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
RMG ACQUISITION CORP. VII New York, New York 10006RMG Acquisition Corp. VII • February 26th, 2021 • New York
RMG Acquisition Corp. VII, a Cayman Islands exempted company (the “Company”), is pleased to accept the offer RMG Sponsor VII, LLC, a Delaware limited liability company (the “Subscriber” or “you”), has made to subscribe for 20,843,750 of the Company’s Class B ordinary shares (the “Shares”), US$0.0001 par value per share (the “Class B Shares”), up to 2,718,750 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
WARRANT AGREEMENT RMG ACQUISITION CORP. VII And CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated [ 🌑 ], 2021Warrant Agreement • March 12th, 2021 • RMG Acquisition Corp. VII • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated [ 🌑 ], 2021, is by and between RMG Acquisition Corp. VII, 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 • March 12th, 2021 • RMG Acquisition Corp. VII • Blank checks • New York
THIS SPONSOR WARRANTS PURCHASE AGREEMENT, dated as of [ 🌑 ], 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between RMG Acquisition Corp. VII, a Cayman Islands exempted company (the “Company”), and RMG Sponsor VII, LLC, a Delaware limited liability company (the “Purchaser”).
RMG Acquisition Corp. VII New York, NY 10006 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • March 12th, 2021 • RMG Acquisition Corp. VII • 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. VII, a Cayman Islands exempted company (the “Company”), and BofA Securities, Inc. and Barclays Capital 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 83,375,000 of the Company’s units (including up to 10,875,000 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-fifth 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 pursu
INDEMNITY AGREEMENTIndemnity Agreement • March 12th, 2021 • RMG Acquisition Corp. VII • Blank checks • Delaware
72,500,000 Units RMG ACQUISITION CORP. VII Units, each consisting of one Class A ordinary share, U.S. $0.0001 par value, and one-fifth of one warrant UNDERWRITING AGREEMENTUnderwriting Agreement • March 12th, 2021 • RMG Acquisition Corp. VII • Blank checks • New York
RMG Acquisition Corp. VIIAdministrative Services Agreement • March 12th, 2021 • RMG Acquisition Corp. VII • Blank checks • New York
This Administrative Services Agreement (this “Agreement”) by and between RMG Acquisition Management, LLC (the “Provider”) and RMG Acquisition Corp. VII (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-[ 🌑 ]) filed with the Securities and Exchange Commission) (such earlier date hereinafter referred to as the “Termination Date”), the Provider, RMG Acquisition Management, 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 services (in
