RMG ACQUISITION CORP. IIISecurities Subscription Agreement • January 4th, 2021 • RMG Acquisition Corp. III • New York
RMG Acquisition Corp. III, a Cayman Islands exempted company (the “Company”), is pleased to accept the offer RMG Sponsor III, 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
