Exhibit 10.6


 


SPONSOR WARRANTS PURCHASE AGREEMENT


 


THIS SPONSOR WARRANTS
PURCHASE AGREEMENT, dated as of [●], 2020 (as it may from time to time be amended, this “Agreement”),
is entered into by and between RMG Acquisition Corp. II, a Cayman Islands exempted company (the “Company”),
and RMG Sponsor II, LLC, a Delaware limited liability company (the “Purchaser”).


 


WHEREAS:


 


The Company intends
to consummate an initial public offering of the Company’s units (the “Public Offering”), each unit
consisting of one Class A ordinary share of the Company, par value $0.0001 per share (each, an “Ordinary
Share”), and one-third  of one redeemable warrant;


 


Each whole warrant entitles
the holder to purchase one Ordinary Share at an exercise price of $11.50 per Ordinary Share; and


 


The
Purchaser has agreed to purchase, at a price of $1.50 per warrant, up to an aggregate of  5,760,141 warrants (or up to
6,260,141 warrants depending on the extent to which the underwriters in the Public Offering exercise their over-allotment
option) (the “Sponsor Warrants”), each Sponsor Warrant entitling the holder to purchase one Ordinary Share
at an exercise price of $11.50 per Ordinary Share.


 


NOW THEREFORE, in consideration
of the mutual promises contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties to this Agreement hereby, intending legally to be bound, agree as follows:


 


AGREEMENT


 


Section
1.      Authorization, Purchase and Sale; Terms of the Sponsor Warrants.


 


A.
Authorization of the Sponsor Warrants. The Company has duly authorized the issuance and sale of the Sponsor Warrants
to the Purchaser.


 


B.
Purchase and Sale of the Sponsor Warrants.


 


(i)   On
the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser
and the Company (the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser
shall purchase from the Company, 5,760,141 Sponsor Warrants at a price of $1.50 per warrant for an aggregate purchase price of
$8,640,211 (the “Purchase Price”), which shall be paid by wire transfer of immediately available funds to the
Company at least one day prior to the Initial Closing Date in accordance with the Company’s wiring instructions. On the
Initial Closing Date, following the payment by the Purchaser of the Purchase Price by wire transfer of immediately available funds
to the Company, the Company, at its option, shall deliver a certificate evidencing the Sponsor Warrants purchased by the Purchaser
on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form.


 


(ii)   On
the date of any closing of the over-allotment option, if any, in connection with the Public Offering or on such earlier time and
date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date,”
and each Over-allotment Closing Date (if any) and the Initial Closing Date being sometimes referred to herein as a “Closing
Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to
an aggregate of 500,000 Sponsor Warrants, in the same proportion as the amount of the option that is then so exercised, at a price
of $1.50 per warrant for an aggregate purchase price of up to $750,000 (if the over-allotment option in connection with the Public
Offering is exercised in full) (the “Over-allotment Purchase Price”), which shall be paid by wire transfer
of immediately available funds to the Company at least one day prior to such Over-allotment Closing Date in accordance with the
Company’s wiring instructions. On the Over-allotment Closing Date, following the payment by the Purchaser of the Over-allotment
Purchase Price by wire transfer of immediately available funds to the Company, the Company, at its option, shall deliver a certificate
evidencing the Sponsor Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser,
or effect such delivery in book-entry form.


 



    


     


    

 


C.
Terms of the Sponsor Warrants.


 


(i)
   Each Sponsor Warrant shall have the terms set forth in a Warrant Agreement to be entered into by the Company
and a warrant agent, in connection with the Public Offering (a “Warrant Agreement”) and shall be subject to
the terms of a letter agreement to be entered into by the Company, the Purchaser and the other parties thereto in connection with
the Public Offering.


 


(ii)  
At the time of, or prior to, the closing of the Public Offering, the Company and the Purchaser shall enter into a registration
rights agreement (the “Registration Rights Agreement”) pursuant to which the Company will grant certain registration
rights to the Purchaser relating to the Sponsor Warrants and the Ordinary Shares underlying the Sponsor Warrants.


 


Section
2.     Representations and Warranties of the Company. As a material inducement to the Purchaser to enter into this
Agreement and purchase the Sponsor Warrants, the Company hereby represents and warrants to the Purchaser (which representations
and warranties shall survive each Closing Date) that:


 


A.
Organization and Corporate Power. The Company is an exempted company duly incorporated, validly existing and in good
standing under the laws of the Cayman Islands and is qualified to do business in every jurisdiction in which the failure to so
qualify would reasonably be expected to have a material adverse effect on the financial condition, operating results or assets
of the Company. The Company possesses all requisite corporate power and authority necessary to carry out the transactions contemplated
by this Agreement and the Warrant Agreement.


 






    2


     


    

 


B.
Authorization; No Breach.


 


(i)  
The execution, delivery and performance of this Agreement and the Sponsor Warrants have been duly authorized by the Company
as of each Closing Date. This Agreement constitutes the valid and binding obligation of the Company, enforceable in
accordance with its terms. Upon issuance in accordance with, and payment pursuant to, the terms of the Warrant Agreement and
this Agreement, the Sponsor Warrants will constitute valid and binding obligations of the Company, enforceable in accordance
with their terms as of each Closing Date.


 


(ii)
   The execution and delivery by the Company of this Agreement and the Sponsor Warrants, the issuance and sale of
the Sponsor Warrants, the issuance of the Ordinary Shares upon exercise of the Sponsor Warrants and the fulfillment, of and
compliance with, the respective terms hereof and thereof by the Company, do not and will not as of each Closing Date (a)
conflict with or result in a breach of the terms, conditions or provisions of, (b) constitute a default under, (c) result in
the creation of any lien, security interest, charge or encumbrance upon the Company’s share capital or assets under,
(d) result in a violation of, or (e) require any authorization, consent, approval, exemption or other action by or notice or
declaration to, or filing with, any court or administrative or governmental body or agency pursuant to, the amended and
restated memorandum and articles of association of the Company (in effect on the date hereof or as may be amended prior to
completion of the Public Offering), or any material law, statute, rule or regulation to which the Company is subject, or any
agreement, order, judgment or decree to which the Company is subject, except for any filings required after the date hereof
under federal or state securities laws.


 


C.
Title to Securities. Upon issuance in accordance with, and payment pursuant to, and registration in the register
of members of the Company, the terms hereof and the Warrant Agreement, the Ordinary Shares issuable upon exercise of the Sponsor
Warrants will be duly and validly issued, fully paid and nonassessable. Upon issuance in accordance with, and payment pursuant
to, the terms hereof and the Warrant Agreement, the Purchaser will have good title to the Sponsor Warrants and the Ordinary Shares
issuable upon exercise of such Sponsor Warrants, free and clear of all liens, claims and encumbrances of any kind, other than (i) transfer
restrictions hereunder and under the other agreements contemplated hereby, (ii) transfer restrictions under federal and state
securities laws, and (iii) liens, claims or encumbrances imposed due to the actions of the Purchaser.


 


D.
Governmental Consents. No permit, consent, approval or authorization of, or declaration to or filing with, any governmental
authority is required in connection with the execution, delivery and performance by the Company of this Agreement or the consummation
by the Company of any other transactions contemplated hereby.


 


E.
Regulation D Qualification. Neither the Company nor, to its actual knowledge, any of its affiliates, members, officers,
directors or beneficial shareholders of 20% or more of its outstanding securities, has experienced a disqualifying event as enumerated
pursuant to Rule 506(d) of Regulation D under the Securities Act.


 


Section
3.     Representations and Warranties of the Purchaser. As a material inducement to the Company to enter into this
Agreement and issue and sell the Sponsor Warrants to the Purchaser, the Purchaser hereby represents and warrants to the Company
(which representations and warranties shall survive each Closing Date) that:


 






    3


     


    

 


A.
Organization and Requisite Authority. The Purchaser possesses all requisite power and authority necessary to carry
out the transactions contemplated by this Agreement.


 


B.
Authorization; No Breach.


 


(i)  
This Agreement constitutes a valid and binding obligation of the Purchaser, enforceable in accordance with its terms, subject
to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other laws of general applicability relating to
or affecting creditors’ rights and to general equitable principles (whether considered in a proceeding in equity or law).


 


(ii)
  The execution and delivery by the Purchaser of this Agreement and the fulfillment of and compliance with the terms hereof
by the Purchaser does not and shall not as of each Closing Date conflict with or result in a breach by the Purchaser of the terms,
conditions or provisions of any agreement, instrument, order, judgment or decree to which the Purchaser is subject.


 


C.
Investment Representations.


 


(i)   The
Purchaser is acquiring the Sponsor Warrants and, upon exercise of the Sponsor Warrants, the Ordinary Shares issuable upon
such exercise (collectively, the “Securities”), for the Purchaser’s own account, for investment
purposes only and not with a view towards, or for resale in connection with, any public sale or distribution thereof.


 


(ii)
  The Purchaser is an “accredited investor” as such term is defined in Rule 501(a)(3) of Regulation D under
the Securities Act of 1933, as amended (the “Securities Act”), and the Purchaser has not experienced a disqualifying
event as enumerated pursuant to Rule 506(d) of Regulation D under the Securities Act.


 


(iii)   The
Purchaser understands that the Securities are being offered and will be sold to it in reliance on specific exemptions from
the registration requirements of the United States federal and state securities laws and that the Company is relying upon the
truth and accuracy of, and the Purchaser’s compliance with, the representations and warranties of the Purchaser set
forth herein in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire such
Securities.


 


(iv)  
The Purchaser did not decide to enter into this Agreement as a result of any general solicitation or general advertising
within the meaning of Rule 502(c) of Regulation D under the Securities Act.


 


(v)   The
Purchaser has been furnished with all materials relating to the business, finances and operations of the Company and
materials relating to the offer and sale of the Securities which have been requested by the Purchaser. The Purchaser has been
afforded the opportunity to ask questions of the executive officers and directors of the Company. The Purchaser understands
that its investment in the Securities involves a high degree of risk and it has sought such accounting, legal and tax advice
as it has considered necessary to make an informed investment decision with respect to the acquisition of the Securities.


 






    4


     


    

 


(vi)
The Purchaser understands that no United States federal or state agency or any other government or governmental agency has
passed on or made any recommendation or endorsement of the Securities or the fairness or suitability of the investment in the Securities
by the Purchaser nor have such authorities passed upon or endorsed the merits of the offering of the Securities.


 


(vii)
The Purchaser understands that: (a) the Securities have not been and are not being registered under the Securities Act or
any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (1) in a registered transaction
or (2) sold in reliance on an exemption therefrom; and (b) except as specifically set forth in the Registration Rights Agreement,
neither the Company nor any other person is under any obligation to register the Securities under the Securities Act or any state
securities laws or to comply with the terms and conditions of any exemption thereunder. In this regard, the Purchaser understands
that the Securities and Exchange Commission (the “SEC”) has taken the position that promoters or affiliates
of a blank check company and their transferees, both before and after a Business Combination, are deemed to be “underwriters”
under the Securities Act when reselling the securities of a blank check company. Based on that position, Rule 144 adopted pursuant
to the Securities Act would not be available for resale transactions of the Securities despite technical compliance with the requirements
of such Rule, and the Securities can be resold only through a registered offering or in reliance upon another exemption from the
registration requirements of the Securities Act.


 


(viii) The Purchaser has such knowledge and experience in financial and business matters, knows of the high degree of risk associated
with investments in the securities of companies in the development stage such as the Company, is capable of evaluating the merits
and risks of an investment in the Securities and is able to bear the economic risk of an investment in the Securities in the amount
contemplated hereunder for an indefinite period of time. The Purchaser has adequate means of providing for its current financial
needs and contingencies and will have no current or anticipated future needs for liquidity which would be jeopardized by the investment
in the Securities. The Purchaser can afford a complete loss of its investments in the Securities.


 


(ix)
  The Purchaser understands that the Sponsor Warrants shall bear the legend substantially in the form set forth in the Warrant
Agreement.


 


Section
4.     Conditions of the Purchaser’s Obligations. The obligations of the Purchaser to purchase and pay for
the Sponsor Warrants are subject to the fulfillment, on or before each Closing Date, of each of the following conditions:


 


A.
Representations and Warranties. The representations and warranties of the Company contained in Section 2 shall be
true and correct at and as of such Closing Date as though then made.


 


B.
Performance. The Company shall have performed and complied with all agreements, obligations and conditions contained
in this Agreement that are required to be performed or complied with by it on or before such Closing Date.


 


C.
No Injunction. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have
been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory
organization having authority over the matters contemplated hereby, which prohibits the consummation of any of the transactions
contemplated by this Agreement or the Warrant Agreement.


 






    5


     


    

 


D.
Warrant Agreement. The Company shall have entered into a Warrant Agreement with a warrant agent on terms satisfactory
to the Purchaser.


 


Section
5.    Conditions of the Company’s Obligations. The obligations of the Company to the Purchaser under this
Agreement are subject to the fulfillment, on or before each Closing Date, of each of the following conditions:


 


A.
Representations and Warranties. The representations and warranties of the Purchaser contained in Section 3 shall
be true and correct at and as of such Closing Date as though then made.


 


B.
Performance. The Purchaser shall have performed and complied with all agreements, obligations and conditions contained
in this Agreement that are required to be performed or complied with by the Purchaser on or before such Closing Date.


 


C.
No Injunction. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have
been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory
organization having authority over the matters contemplated hereby, which prohibits the consummation of any of the transactions
contemplated by this Agreement or the Warrant Agreement.


 


D.
Warrant Agreement. The Company shall have entered into a Warrant Agreement with a warrant agent on terms satisfactory
to the Company.


 


Section
6.     Termination. This Agreement may be terminated at any time after December 31, 2020 upon the election by
either the Company or the Purchaser upon written notice to the other party if the closing of the Public Offering does not occur
prior to such date.


 


Section
7.      Survival of Representations and Warranties. All of the representations and warranties contained herein shall
survive each Closing Date.


 


Section
8.      Definitions. Terms used but not otherwise defined in this Agreement shall have the meaning assigned to such
terms in the registration statement on Form S-1 the Company has filed with the SEC, under the Securities Act.


 


Section
9.      Miscellaneous.


 


A.
Successors and Assigns. Except as otherwise expressly provided herein, all covenants and agreements contained in
this Agreement by or on behalf of any of the parties hereto shall bind and inure to the benefit of the respective successors of
the parties hereto whether so expressed or not. Notwithstanding the foregoing or anything to the contrary herein, the parties may
not assign this Agreement, other than assignments by the Purchaser to affiliates thereof.


 






    6


     


    

 


B.
Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective
and valid under applicable law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable
law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder
of this Agreement.


 


C.
Counterparts. This Agreement may be executed simultaneously in two or more counterparts, none of which need contain
the signatures of more than one party, but all such counterparts taken together shall constitute one and the same agreement.


 


D.
Descriptive Headings; Interpretation. The descriptive headings of this Agreement are inserted for convenience only
and do not constitute a substantive part of this Agreement. The use of the word “including” in this Agreement
shall be by way of example rather than by limitation.


 


E.
Governing Law. This Agreement shall be deemed to be a contract made under the laws of the State of New York and for
all purposes shall be construed in accordance with the internal laws of the State of New York.


 


F.
Amendments. This Agreement may not be amended, modified or waived as to any particular provision, except by a written
instrument executed by all parties hereto.


 


[Signature page follows]


 






    7


     


    

 





IN
WITNESS WHEREOF, the parties hereto have executed this Agreement to be effective as of the date first set forth above.


 


	 	COMPANY:
	 	 
	 	RMG ACQUISITION CORP. II
	 	 
	 	 
	 	By:	 
	 	 	Name:	 Philip Kassin
	 	 	Title:	President
	 	 
	 	 
	 	PURCHASER:
	 	 
	 	RMG Sponsor II, LLC
	 	 
	 	 
	 	By:	 
	 	 	Name:	 Philip Kassin
	 	 	Title:	President




 


[Signature page to Sponsor Warrants Purchase
Agreement]