WARRANT AGREEMENTWarrant Agreement • December 4th, 2020 • RMG Acquisition Corp. • Miscellaneous electrical machinery, equipment & supplies • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [ · ], 2019, is by and between RMG Acquisition Corp., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
RMG Acquisition Corp. New York, NY 10006 Re: Initial Public Offering Ladies and Gentlemen:Underwriting Agreement • December 4th, 2020 • RMG Acquisition Corp. • Miscellaneous electrical machinery, equipment & supplies • New York
This letter agreement (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and between RMG Acquisition Corp., a Delaware corporation (the “Company”), and Deutsche Bank Securities Inc., as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 23,000,000 of the Company’s units (including up to 3,000,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-third of one warrant. Each whole Warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the Public Offering pursuant to a
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • December 4th, 2020 • RMG Acquisition Corp. • Miscellaneous electrical machinery, equipment & supplies • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of February 7, 2019 by and between RMG Acquisition Corp., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company (the “Trustee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 4th, 2020 • RMG Acquisition Corp. • Miscellaneous electrical machinery, equipment & supplies • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February 7, 2019, is made and entered into by and among RMG Acquisition Corp., a Delaware corporation (the “Company”), RMG Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under Holder on the signature pages hereto (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.02 of this Agreement, a “Holder” and collectively the “Holders”).
SUBSCRIPTION AGREEMENTSubscription Agreement • December 4th, 2020 • RMG Acquisition Corp. • Miscellaneous electrical machinery, equipment & supplies • Delaware
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into this 5th day of October, 2020, by and among RMG Acquisition Corp., a Delaware corporation (the “Issuer”), and the undersigned (“Subscriber” or “you”). Defined terms used but not otherwise defined herein shall have the respective meanings ascribed thereto in the Merger Agreement (as defined below and as in effect on the date hereof).
AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • December 4th, 2020 • RMG Acquisition Corp. • Miscellaneous electrical machinery, equipment & supplies
This Amendment No. 1, dated as of November 18, 2020 (this “Amendment No. 1”) to the Agreement and Plan of Merger, dated as of October 5, 2020 (the “Merger Agreement”), by and among RMG Acquisition Corp., a Delaware corporation (“Acquiror”), RMG Merger Sub, Inc., a Delaware corporation (“Merger Sub”), and Romeo Systems, Inc., a Delaware corporation (the “Company” and, together with Acquiror and Merger Sub, each, a “Party” and collectively, the “Parties”), is made and entered into by and among the Parties. Capitalized terms used but not defined in this Amendment No. 1 shall have the respective meanings ascribed to such terms in the Merger Agreement, which will remain in full force and effect as amended hereby.
