20,000,000 Units RMG Acquisition Corp. UNDERWRITING AGREEMENTUnderwriting Agreement • January 16th, 2019 • RMG Acquisition Corp. • Blank checks • New York
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 16th, 2019 • RMG Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [ · ], 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 page 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”).
RMG Acquisition Corp. New York, NY 10006 Re: Initial Public Offering Ladies and Gentlemen:Underwriting Agreement • January 16th, 2019 • RMG Acquisition Corp. • Blank checks • 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
WARRANT AGREEMENTWarrant Agreement • January 16th, 2019 • RMG Acquisition Corp. • Blank checks • 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”).
SUBSCRIPTION AGREEMENTSubscription Agreement • January 16th, 2019 • RMG Acquisition Corp. • Blank checks • New York
This Subscription Agreement (this “Agreement”) is entered into as of January 16, 2019, by and among RMG Acquisition Corp., a Delaware corporation (the “Company”), RMG Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), and [PURCHASER], a [ ● ] (the “Purchaser”).
AMENDMENT NO. 1 TO THE SECURITIES SUBSCRIPTION AGREEMENTSecurities Subscription Agreement • January 16th, 2019 • RMG Acquisition Corp. • Blank checks • New York
THIS AMENDMENT NO. 1 TO THE SECURITIES SUBSCRIPTION AGREEMENT, dated as of January 16, 2019 (this “Amendment”), is entered into by and between RMG Acquisition Corp., a Delaware corporation (the “Company”), and RMG Sponsor, LLC, a Delaware limited liability company (the “Purchaser”).
AMENDMENT NO. 1 TO THE SPONSOR WARRANTS PURCHASE AGREEMENTSponsor Warrants Purchase Agreement • January 16th, 2019 • RMG Acquisition Corp. • Blank checks • Delaware
THIS AMENDMENT NO. 1 TO THE SPONSOR WARRANTS PURCHASE AGREEMENT, dated as of January 16, 2019 (this “Amendment”), is entered into by and between RMG Acquisition Corp., a Delaware corporation (the “Company”), and RMG Sponsor, LLC, a Delaware limited liability company (the “Purchaser”).
