REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 9th, 2021 • RMG Acquisition Corp. III • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February 4, 2021 is made and entered into by and among RMG Acquisition Corp. III, a Cayman Islands exempted company (the “Company”), and RMG Sponsor III, 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. III and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated February 4, 2021Warrant Agreement • February 9th, 2021 • RMG Acquisition Corp. III • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated February 4, 2021, is by and between RMG Acquisition Corp. III, 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 • February 9th, 2021 • RMG Acquisition Corp. III • Blank checks • New York
THIS SPONSOR WARRANTS PURCHASE AGREEMENT, dated as of February 4, 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between RMG Acquisition Corp. III, a Cayman Islands exempted company (the “Company”), and RMG Sponsor III, LLC, a Delaware limited liability company (the “Purchaser”).
RMG Acquisition Corp. III New York, NY 10006Letter Agreement • February 9th, 2021 • RMG Acquisition Corp. III • 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. III, 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 48,300,000 of the Company’s units (including up to 6,300,000 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 pursua
UNDERWRITING AGREEMENTUnderwriting Agreement • February 9th, 2021 • RMG Acquisition Corp. III • Blank checks • New York
RMG Acquisition Corp. III, an exempted company incorporated under the laws of the Cayman Islands (the “Company”), proposes to issue and sell to the several Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 42,000,000 units of the Company (the “Firm Securities”). Each unit (“Unit(s)”) consists of one Class A ordinary share, US $0.0001 par value, of the Company (“Share(s)”) and one-fifth of one warrant of the Company, where each whole warrant entitles the holder to purchase one Share (the “Warrant(s)”). The Company also proposes to issue and sell to the several Underwriters not more than an additional 6,300,000 Units (the “Additional Securities”) if and to the extent that BofA Securities, Inc. and Barclays Capital Inc., as Representatives (the “Representatives”) of the Offering (as defined below), shall have determined to exercise, on behalf of the Underwriters, the right to purchase such Units granted to the Underwriters in Section 2 hereof. The Firm Securitie
RMG Acquisition Corp. III 50 West Street, Suite 40C New York, NY 10006Administrative Services Agreement • February 9th, 2021 • RMG Acquisition Corp. III • Blank checks • New York
This Administrative Services Agreement (this “Agreement”) by and between RMG Acquisition Management, LLC (the “Provider”) and RMG Acquisition Corp. III (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.333-215889) 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 (i
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • February 9th, 2021 • RMG Acquisition Corp. III • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of February 4, 2021, by and between RMG Acquisition Corp. III, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
