Exhibit 10.3


 


INVESTMENT MANAGEMENT TRUST AGREEMENT



 


This
Investment Management Trust Agreement (this “Agreement”) is made effective as of  [●],
2020, by and between RMG Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), and
Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).


 


WHEREAS,
the Company’s registration statement on Form S-1, File No. 333-249342 (the “Registration Statement”),
and prospectus (the “Prospectus”) for the initial public offering of the Company’s units (the “Units”),
each of which consists of one of the Company’s Class A ordinary shares, par value $0.0001 per share (each, an “Ordinary
Share”), and one-third of one redeemable warrant, each whole warrant entitling the holder thereof to purchase one
Ordinary Share (such initial public offering hereinafter referred to as the “Offering”), has been declared
effective as of the date hereof by the U.S. Securities and Exchange Commission; and


 


WHEREAS,
the Company has entered into an Underwriting Agreement (the “Underwriting Agreement”) with BofA
Securities Inc. and Barclays Capital Inc., as representatives (the “Representatives”) of the
several underwriters (the “Underwriters”) named therein; and


 


WHEREAS,
as described in the Prospectus, $250,000,000 of the gross proceeds of the Offering and sale of the Private Placement Warrants (as
defined in the Underwriting Agreement) (or $287,500,000 if the Underwriters’ over-allotment option is exercised in full)
will be delivered to the Trustee to be deposited and held in a segregated trust account located at all times in the United States
(the “Trust Account”) for the benefit of the Company and the holders of Ordinary Shares included in the
Units issued in the Offering as hereinafter provided (the amount to be delivered to the Trustee (and any interest subsequently
earned thereon) is referred to herein as the “Property,” the shareholders for whose benefit the
Trustee shall hold the Property will be referred to as the “Public Shareholders,” and the Public
Shareholders and the Company will be referred to together as the “Beneficiaries”); and


 


WHEREAS,
pursuant to the Underwriting Agreement, a portion of the Property equal to $8,750,000, or $10,062,500 if the Underwriters’
over-allotment option is exercised in full, is attributable to deferred underwriting discounts and commissions that may be payable
by the Company to the Underwriters upon the consummation of the Business Combination (as defined below) (the “Deferred
Discount”); and


 


WHEREAS,
the Company and the Trustee desire to enter into this Agreement to set forth the terms and conditions pursuant to which the Trustee
shall hold the Property.


 


NOW THEREFORE, IT IS AGREED:


 


1.            
Agreements and Covenants of Trustee. The Trustee hereby agrees and covenants to:


 


(a)              
Hold the Property in trust for the Beneficiaries in accordance with the terms of this Agreement in the Trust Account established
by the Trustee located in the United States at Citibank, N.A. (or at another U.S. chartered commercial bank with consolidated assets
of $100 billion or more) and at a brokerage institution selected by the Trustee that is reasonably satisfactory to the Company;


 






     


     


    

 


(b)              
Manage, supervise and administer the Trust Account subject to the terms and conditions set forth herein;


 


(c)              
In a timely manner, upon the written instruction of the Company, invest and reinvest the Property in United States government
securities within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended, having a maturity of 185 days
or less, or in money market funds meeting the conditions of paragraphs (d)(1), (d)(2), (d)(3) and (d)(4) of Rule 2a-7 (or any successor
rule) promulgated under the Investment Company Act of 1940, as amended, which invest only in direct U.S. government treasury obligations,
as determined by the Company; it being understood that the Trust Account will earn no interest while account funds are uninvested
awaiting the Company’s instructions hereunder; while on deposit, the Trustee may earn bank credits or other consideration;


 


(d)              
Collect and receive, when due, all interest or other income arising from the Property, which shall become part of the “Property,”
as such term is used herein;


 


(e)              
Promptly notify the Company and the Representatives of all communications received by the Trustee with respect to any Property
requiring action by the Company;


 


(f)               
Supply any necessary information or documents as may be requested by the Company (or its authorized agents) in connection
with the Company’s preparation of tax returns relating to assets held in the Trust Account or in connection with the preparation
or completion of the audit of the Company’s financial statements by the Company’s auditors;


 


(g)              
Participate in any plan or proceeding for protecting or enforcing any right or interest arising from the Property if, as
and when instructed by the Company to do so;


 


(h)              
Render to the Company monthly written statements of the activities of, and amounts in, the Trust Account reflecting all
receipts and disbursements of the Trust Account;


 


(i)                Commence
liquidation of the Trust Account only after and promptly after (x) receipt of, and only in accordance with, the terms of a letter
from the Company (“Termination Letter”) in a form substantially similar to that attached hereto as either
Exhibit A or Exhibit B, as applicable signed on behalf of the Company by its Chief Executive Officer, President, Chief Financial
Officer, Chief Operating Officer, General Counsel, Secretary or Chairman of the board of directors of the Company (the “Board”)
or other authorized officer of the Company, and, in the case of Exhibit A, acknowledged and agreed to by the Representative, and
complete the liquidation of the Trust Account and distribute the Property in the Trust Account, including interest (less up to
$100,000 of interest that may be released to the Company to pay dissolution expenses and which interest shall be net of any taxes
payable, it being understood that the Trustee has no obligation to monitor or question the Company’s position that an allocation
has been made for taxes payable), only as directed in the Termination Letter and the other documents referred to therein; provided,
that, in the case a Termination Letter in the form of Exhibit A is received, or (y) upon the date which is twenty-four (24) months
after the closing of the Offering, or such later date as may be approved by the Company’s shareholders in accordance with
the Company’s amended and restated memorandum and articles of association, as amended from time to time, if a Termination
Letter has not been received by the Trustee prior to such date, in which case the Trust Account shall be liquidated in accordance
with the procedures set forth in the Termination Letter attached as Exhibit B and the Property in the Trust Account, including
interest (less up to $100,000 of interest that may be released to the Company to pay dissolution expenses and which interest shall
be net of any taxes payable), shall be distributed to the Public Shareholders of record as of such date;


 






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(j)                
Upon written request from the Company, which may be given from time to time in a form substantially similar to that attached
hereto as Exhibit C (a “Tax Payment Withdrawal Instruction”), withdraw from the Trust Account and distribute
to the Company the amount of interest earned on the Property requested by the Company to cover any tax obligation owed by the Company
as a result of assets of the Company or interest or other income earned on the Property, which amount shall be delivered directly
to the Company by electronic funds transfer or other method of prompt payment, and the Company shall forward such payment to the
relevant taxing authority; provided, however, that to the extent there is not sufficient cash in the Trust Account
to pay such tax obligation, the Trustee shall liquidate such assets held in the Trust Account as shall be designated by the Company
in writing to make such distribution so long as there is no reduction in the principal amount initially deposited in the Trust
Account; provided, further, however, that if the tax to be paid is a franchise tax, the written request by
the Company to make such distribution shall be accompanied by a copy of the franchise tax bill for the Company (it being acknowledged
and agreed that any such amount in excess of interest income earned on the Property shall not be payable from the Trust Account).
The written request of the Company referenced above shall constitute presumptive evidence that the Company is entitled to said
funds, and the Trustee shall have no responsibility to look beyond said request;


 


(k)              
Upon written request from the Company, which may be given from time to time in a form
substantially similar to that attached hereto as Exhibit D (a “Working
Capital Withdrawal Instruction”), withdraw from the Trust Account and distribute to the Company the amount of interest
earned on the Property requested by the Company to fund working capital compliance requirements (a “Working Capital
Withdrawal”), which amount shall be delivered directly to the Company; provided, however, that to the
extent there is not sufficient cash in the Trust Account to fund such Working Capital Withdrawal, the Trustee shall liquidate such
assets held in the Trust Account as shall be designated by the Company in writing to make such distribution, so long as
there is no reduction in the principal amount initially deposited in the Trust account. The
written request of the Company referenced above shall constitute presumptive evidence that the Company is entitled to said funds,
and the Trustee shall have no responsibility to look beyond said request;


 


(l)                
Upon written request from the Company, which may be given from time to time in a form substantially similar to that attached
hereto as Exhibit E (a “Shareholder Redemption Withdrawal Instruction”), the Trustee shall distribute
on behalf of the Company the amount requested by the Company to be used to redeem Ordinary Shares from Public Shareholders properly
submitted in connection with a shareholder vote to approve an amendment to the Company’s amended and restated memorandum
and articles of association (A) to modify the substance or timing of the Company’s obligation to allow redemption in
connection with the Company’s initial merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization
or similar business combination involving the Company and one or more businesses (a “Business Combination”)
or to redeem 100% of the Company’s public shares if it does not complete its initial Business Combination within twenty-four
(24) months from the closing of the Offering or (B) with respect to any other provision relating to shareholders’ rights
or pre-initial Business Combination activity. The written request of the Company referenced above shall constitute presumptive
evidence that the Company is entitled to distribute said funds, and the Trustee shall have no responsibility to look beyond said
request; and


 






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(m)             
Not make any withdrawals or distributions from the Trust Account other than pursuant to Section 1(i), (j), (k) or (l) above.


 


2.            
Agreements and Covenants of the Company. The Company hereby agrees and covenants to:


 


(a)              
Give all instructions to the Trustee hereunder in writing, signed by the Company’s Chairman of the Board, President,
Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, General Counsel or Secretary. In addition, except with
respect to its duties under Sections 1(i), 1(j) and 1(k) hereof, the Trustee shall be entitled to rely on,
and shall be protected in relying on, any verbal or telephonic advice or instruction which it, in good faith and with reasonable
care, believes to be given by any one of the persons authorized above to give written instructions, provided that the Company shall
promptly confirm such instructions in writing;


 


(b)              
Subject to Section 4 hereof, hold the Trustee harmless and indemnify the Trustee from and against any and all expenses,
including reasonable outside counsel fees and disbursements, or losses suffered by the Trustee in connection with any action taken
by it hereunder and in connection with any action, suit or other proceeding brought against the Trustee involving any claim, or
in connection with any claim or demand, which in any way arises out of or relates to this Agreement, the services of the Trustee
hereunder, or the Property or any interest earned on the Property, except for expenses and losses resulting from the Trustee’s
gross negligence, willful misconduct or bad faith. Promptly after the receipt by the Trustee of notice of demand or claim or the
commencement of any action, suit or proceeding, pursuant to which the Trustee intends to seek indemnification under this Section
2(b), it shall notify the Company in writing of such claim (hereinafter referred to as the “Indemnified Claim”).
The Trustee shall have the right to conduct and manage the defense against such Indemnified Claim; provided that the Trustee
shall obtain the consent of the Company with respect to the selection of counsel, which consent shall not be unreasonably withheld.
The Trustee may not agree to settle any Indemnified Claim without the prior written consent of the Company, which such consent
shall not be unreasonably withheld. The Company may participate in such action with its own counsel;


 


(c)              
Pay the Trustee the fees set forth on Schedule A hereto, including an initial acceptance fee, annual administration fee,
and transaction processing fee which fees shall be subject to modification by the parties from time to time. It is expressly understood
that the Property shall not be used to pay such fees unless and until it is distributed to the Company pursuant to Sections
1(i) through 1(j) hereof. The Company shall pay the Trustee the initial acceptance fee and the first annual administration
fee at the consummation of the Offering. The Company shall not be responsible for any other fees or charges of the Trustee except
as set forth in this Section 2(c) and as may be provided in Section 2(b) hereof;


 






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(d)               In
connection with any vote of the Company’s shareholders regarding a Business Combination, provide to the Trustee an affidavit
or certificate of the inspector of elections for the shareholder meeting verifying the vote of such shareholders regarding such
Business Combination;


 


(e)               Provide
the Representatives with a copy of any Termination Letter(s) and/or any other correspondence that is sent to the Trustee with respect
to any proposed withdrawal from the Trust Account promptly after it issues the same;


 


(f)                Ensure
that any Instruction Letter (as defined in Exhibit A) delivered in connection with a Termination Letter in the Form of Exhibit
A expressly provide that the Deferred Discount be paid directly to the account or accounts directed by the Representative prior
to or concurrently with the transfer of the funds held in the Trust Account to the Company or any other person;


 


(g)               Instruct
the Trustee to make only those distributions that are permitted under this Agreement, and refrain from instructing the Trustee
to make any distributions that are not permitted under this Agreement; and


 


(h)              
Promptly after the consummating the exercise by the Underwriters of their over-allotment option (or any unexercised portion
thereof) or such over-allotment option expires, provide the Trustee with a notice in writing of the total amount of the Deferred
Discount.


 


3.            
Limitations of Liability. The Trustee shall have no responsibility or liability to:


 


(a)              
Imply obligations, perform duties, inquire or otherwise be subject to the provisions of any agreement or document other
than this Agreement and that which is expressly set forth herein;


 


(b)              
Take any action with respect to the Property, other than as directed in Section 1 hereof, and the Trustee shall have
no liability to any third party except for liability arising out of the Trustee’s gross negligence, willful misconduct or
bad faith;


 


(c)              
Institute any proceeding for the collection of any principal and income arising from, or institute, appear in or defend
any proceeding of any kind with respect to, any of the Property unless and until it shall have received instructions from the Company
given as provided herein to do so and the Company shall have advanced or guaranteed to it funds sufficient to pay any expenses
incident thereto;


 


(d)              
Refund any depreciation in principal of any Property;


 


(e)              
Assume that the authority of any person designated by the Company to give instructions hereunder shall not be continuing
unless provided otherwise in such designation, or unless the Company shall have delivered a written revocation of such authority
to the Trustee;


 






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(f)               
The other parties hereto or to anyone else for any action taken or omitted by it, or any action suffered by it to be taken
or omitted, in good faith and in the Trustee’s best judgment, except for the Trustee’s gross negligence, willful misconduct
or bad faith. The Trustee may rely conclusively and shall be protected in acting upon any order, notice, demand, certificate, opinion
or advice of counsel (including counsel chosen by the Trustee with written notification to the Company, which counsel may be the
Company’s counsel), statement, instrument, report or other paper or document (not only as to its due execution and the validity
and effectiveness of its provisions, but also as to the truth and acceptability of any information therein contained) which the
Trustee believes, in good faith and with reasonable care, to be genuine and to be signed or presented by the proper person or persons.
The Trustee shall not be bound by any notice or demand, or any waiver, modification, termination or rescission of this Agreement
or any of the terms hereof, unless evidenced by a written instrument delivered to the Trustee, signed by the proper party or parties
and, if the duties or rights of the Trustee are affected, unless it shall give its prior written consent thereto;


 


(g)              
Verify the accuracy of the information contained in the Registration Statement;


 


(h)              
Provide any assurance that any Business Combination entered into by the Company or any other action taken by the Company
is as contemplated by the Registration Statement;


 


(i)                
File information returns with respect to the Trust Account with any local, state or federal taxing authority or provide
periodic written statements to the Company documenting the taxes payable by the Company, if any, relating to any interest income
earned on the Property;


 


(j)                
Prepare, execute and file tax reports, income or other tax returns and pay any taxes with respect to any income generated
by, and activities relating to, the Trust Account, regardless of whether such tax is payable by the Trust Account or the Company,
including, but not limited to, franchise and income tax obligations, except pursuant to Section 1(j) hereof; or


 


(k)              
Verify calculations, qualify or otherwise approve the Company’s written requests for distributions pursuant to Sections
1(i), 1(j) or 1(k) hereof.


 


4.            
Trust Account Waiver. The Trustee has no right of set-off or any right, title, interest or claim of any kind (“Claim”)
to, or to any monies in, the Trust Account, and hereby irrevocably waives any Claim to, or to any monies in, the Trust Account
that it may have now or in the future. In the event the Trustee has any Claim against the Company under this Agreement, including,
without limitation, under Section 2(b) or Section 2(c) hereof, the Trustee shall pursue such Claim solely against
the Company and its assets outside the Trust Account and not against the Property or any monies in the Trust Account.


 


5.            
Termination. This Agreement shall terminate as follows:


 






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(a)              
If the Trustee gives written notice to the Company that it desires to resign under this Agreement, the Company shall use
its reasonable efforts to locate a successor trustee, pending which the Trustee shall continue to act in accordance with this Agreement.
At such time that the Company notifies the Trustee that a successor trustee has been appointed and has agreed to become subject
to the terms of this Agreement (whether following the Trustee giving notice that it desires to resign under this Agreement or the
Company otherwise electing to replace the Trustee under this Agreement), the Trustee shall transfer the management of the Trust
Account to the successor trustee, including but not limited to the transfer of copies of the reports and statements relating to
the Trust Account, whereupon this Agreement shall terminate; provided, however, that in the event that the Company
does not locate a successor trustee within ninety (90) days of receipt of the resignation notice from the Trustee, the Trustee
may submit an application to have the Property deposited with any court in the State of New York or with the United States District
Court for the Southern District of New York and upon such deposit, the Trustee shall be immune from any liability whatsoever;


 


(b)              
At such time that the Trustee has completed the liquidation of the Trust Account and its obligations in accordance with
the provisions of Section 1(i) hereof and distributed the Property in accordance with the provisions of the Termination
Letter, this Agreement shall terminate except with respect to Section 2(b); or


 


(c)              
If the Offering is not consummated within ten (10) business days of the date of this Agreement, in which case any funds
received by the Trustee from the Company or RMG Sponsor II, LLC for purposes of funding the Trust Account shall be promptly returned
to the Company or RMG Sponsor II, LLC, as applicable.


 


6.            
Miscellaneous.


 


(a)              
The Company and the Trustee each acknowledge that the Trustee will follow the security procedures set forth below with respect
to funds transferred from the Trust Account. The Company and the Trustee will each restrict access to confidential information
relating to such security procedures to authorized persons. Each party must notify the other party immediately if it has reason
to believe unauthorized persons may have obtained access to such confidential information, or of any change in its authorized personnel.
In executing funds transfers, the Trustee shall rely upon all information supplied to it by the Company, including, account names,
account numbers, and all other identifying information relating to a Beneficiary, Beneficiary’s bank or intermediary bank.
Except for any liability arising out of the Trustee’s gross negligence, willful misconduct or bad faith, the Trustee shall
not be liable for any loss, liability or expense resulting from any error in the information or transmission of the funds.


 


(b)              
This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York.


 


(c)              
This Agreement contains the entire agreement and understanding of the parties hereto with respect to the subject matter
hereof. Except for Sections 1(i), 1(j), 1(k), 1(l) and 1(m) hereof (which sections may not be
modified, amended or deleted without the affirmative vote of sixty five percent (65%) of the then outstanding Ordinary Shares and
Class B ordinary shares, par value $0.0001 per share, of the Company voting together as a single class; provided that no
such amendment will affect any Public Shareholder who has otherwise indicated his, her or its election to redeem his, her or its
Ordinary Shares in connection with a shareholder vote sought to amend this Agreement), this Agreement or any provision hereof may
only be changed, amended or modified (other than to correct a typographical error) by a writing signed by each of the parties hereto.


 






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(d)              
The parties hereto consent to the jurisdiction and venue of any state or federal court located in the City of New York,
State of New York, for purposes of resolving any disputes hereunder. AS TO ANY CLAIM, CROSS-CLAIM OR COUNTERCLAIM IN ANY WAY
RELATING TO THIS AGREEMENT, EACH PARTY WAIVES THE RIGHT TO TRIAL BY JURY.


 


(e)              
Any notice, consent or request to be given in connection with any of the terms or provisions of this Agreement shall be
in writing and shall be sent by express mail or similar private courier service, by certified mail (return receipt requested),
by hand delivery, by electronic mail or by facsimile transmission:


 


		if to the Trustee, to:
	 	 	 
	 	 	Continental Stock Transfer & Trust Company
	 	 	One State Street, 30th Floor
	 	 	New York, New York 10004
	 	 	Attn: [●]
	 	 	 
	 	 	Email: [●]
	 	 	Email: [●]
	 	 	 
	 	if to the Company, to:
	 	 	 
	 	 	RMG Acquisition Corp. II
	 	 	50 West Street, Suite 40C
	 	 	New York, NY 10006
	 	 	Attn: Philip Kassin, President
	 	 	Email: pkassin@rmginvestments.com
	 	 	 
	 	in each case, with copies to:
	 	 	 
	 	 	Skadden, Arps, Slate, Meagher & Flom LLP
	 	 	525 University Ave, Suite 1400
	 	 	Palo Alto, CA 94301
	 	 	Attn: Gregg A. Noel
	 	 	Fax
No.: (213) 621-5234
	 	 	 
	 	and	 
	 	 	 
	 	 	Ropes & Gray LLP
	 	 	1211 Avenue of the Americas
	 	 	New York, NY 10036
	 	 	Attn: Paul Tropp
	 	 	 Email: paul.tropp@ropesgray.com
	 	 	 
	 	and	 
	 	 	 
	 	 	BofA Securities Inc.
	 	 	One Bryant Park,
	 	 	New York, NY 10010
	 	 	Syndicate Department
	 	 	Attn: ECM Legal
	 	 	Fax No.: (212) 230-8730
	 	 	 
	 	and	 
	 	 	 
	 	 	Barclays Capital Inc.
	 	 	745 Seventh Avenue
	 	 	New York, New York 10019
	 	 	Attn: General Counsel
	 	 	Fax No.: (212) 412-7300



 






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(f)                This
Agreement may not be assigned by the Trustee without the prior consent of the Company.


 


(g)                Each
of the Company and the Trustee hereby represents that it has the full right and power and has been duly authorized to enter into
this Agreement and to perform its respective obligations as contemplated hereunder. The Trustee acknowledges and agrees that it
shall not make any claims or proceed against the Trust Account, including by way of set-off, and shall not be entitled to any
funds in the Trust Account under any circumstance.


 


(h)               This
Agreement is the joint product of the Trustee and the Company and each provision hereof has been subject to the mutual consultation,
negotiation and agreement of such parties and shall not be construed for or against any party hereto.


 


(i)                 This
Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts
shall together constitute one and the same instrument. Delivery of a signed counterpart of this Agreement by facsimile or electronic
transmission shall constitute valid and sufficient delivery thereof.


 


(j)                 Each
of the Company and the Trustee hereby acknowledges and agrees that the Representatives, on behalf of the Underwriters, are a
third party beneficiary of this Agreement.


 


(k)                Except
as specified herein, no party to this Agreement may assign its rights or delegate its obligations hereunder to any other person
or entity.


 


[Signature page follows]


 






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IN
WITNESS WHEREOF, the parties have duly executed this Investment Management Trust Agreement as of the date first written
above.


 


		Continental Stock Transfer & Trust Company, as Trustee
	 	 	 
	 	By: 	 
	 	 	Name: [●]
	 	 	Title:   [●]
	 	 	 
	 	RMG Acquisition Corp. II
	 	 	 
	 	By: 	 
	 	 	Name: Philip Kassin
	 	 	Title:   President



 


[Signature Page
to Investment Management Trust Agreement]


 






     


     


    

 


SCHEDULE A


 


	Fee Item	 	Time and method of payment	 	Amount
	Initial acceptance fee	 	Initial closing of the Offering by wire transfer.	 	$[3,500.00]
	Annual fee	 	First year fee payable at initial closing of the Offering by wire transfer, thereafter on the anniversary of the effective date of the Offering by wire transfer or check.	 	$[10,000.00]
	Transaction processing fee for disbursements to Company under Sections 1(i) and 1(j)	 	Billed to Company following disbursement made to Company under Sections 1(i) and 1(j)	 	$[250.00]
	Paying Agent services as required pursuant to Section 1(i) and 1(k)	 	Billed to Company upon delivery of service pursuant to Section 1(i) and 1(k)	 	Prevailing rates





 


 






    Sched. A-1


     


    

 


EXHIBIT A



[Letterhead of Company]


 


[Insert date]


 


Continental
Stock Transfer & Trust Company

One State Street, 30th Floor

New York, New York 10004

Attn: [●]


 


Re: Trust Account – Termination Letter


 


Dear
[●]:


 


Pursuant
to Section 1(i) of the Investment Management Trust Agreement between RMG Acquisition Corp. II (the “Company”)
and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [●], 2020 (the
 “Trust Agreement”), this is to advise you that the Company has entered into an agreement with         
(the “Target Business”) to consummate a merger, amalgamation, share exchange, asset acquisition, share
purchase, reorganization or similar business combination with the Target Business (the “Business Combination”)
on or about [insert date]. The Company shall notify you at least seventy-two (72) hours in advance of the actual date (or
such shorter time period as you may agree) of the consummation of the Business Combination (“Consummation Date”).
Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.


 


In accordance with the terms of the Trust
Agreement, we hereby authorize you to commence to liquidate all of the assets of the Trust Account and to transfer the proceeds
into the above-referenced trust operating account at Citibank, N.A. to the effect that, on the Consummation Date, all of the funds
held in the Trust Operating Account will be immediately available for transfer to the account or accounts that BofA Securities,
Inc. and Barclays Capital Inc. (the “Representatives”) (with respect to the Deferred Discount)
and the Company shall direct on the Consummation Date. It is acknowledged and agreed that while the funds are on deposit in the
trust operating account at Citibank, N.A., awaiting distribution, neither the Company nor the Representatives will earn any interest.


 






    A-1


     


    

 


On the Consummation Date (i) counsel for
the Company shall deliver to you written notification that the Business Combination has been consummated, or will be consummated
substantially, concurrently with your transfer of funds to the accounts as directed by the Company (the “Notification”)
and (ii) the Company shall deliver to you (a) a certificate of the Chief Executive Officer, which verifies that the Business Combination
has been approved by a vote of the Company’s shareholders, if a vote is held and (b) joint written instruction signed by
the Company and the Representatives with respect to the transfer of the funds held in the Trust Account, including payment of the
Deferred Discount directly to the account or accounts directed by the Representatives from the Trust Account (the “Instruction
Letter”). You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon
your receipt of the Notification and the Instruction Letter, in accordance with the terms of the Instruction Letter. In the event
that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify
the Company in writing of the same and the Company shall direct you as to whether such funds should remain in the Trust Account
and be distributed after the Consummation Date to the Company. Upon the distribution of all the funds, net of any payments necessary
for reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations under the Trust Agreement shall
be terminated.


 


In the event that the Business Combination
is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original
Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds
held in the Trust Account shall be reinvested as provided in Section 1(c) of the Trust Agreement on the business day immediately
following the Consummation Date as set forth in the notice as soon thereafter as possible.


 


		 	Very truly yours,
	 	 	 	 
	 	 	RMG Acquisition Corp. II
	 	 	 	 
	 	 	By:	 
	 	 	 	Title:
	 	 	 	Name:
	 	 	 	 
	Agreed and Acknowledged:	 	 
	 	 	 	 
	BofA Securities, Inc.	 	 
	 	 	 	 
	By:	                    	 	 
	 	Name:	 	 
	 	Title:	 	 
	 	 	 	 
	Barclays Capital Inc.	 	 
	 	 	 	 
	By:	                    	 	 
	 	Name:	 	 
	 	Title:	 	 



 







    A-2


     


    




 


EXHIBIT B



[Letterhead of Company]


 


[Insert date]


 


Continental
Stock Transfer & Trust Company

One State Street, 30th Floor

New York, New York 10004

Attn: [●]


 


Re: Trust Account – Termination Letter


 


Dear [●]:


 


Pursuant
to Section 1(i) of the Investment Management Trust Agreement between RMG Acquisition Corp. II (the “Company”)
and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [●], 2020 (the
 “Trust Agreement”), this is to advise you that the Company has been unable to effect a merger, amalgamation,
share exchange, asset acquisition, share purchase, reorganization or similar business combination with a target business (the “Business
Combination”) within the time frame specified in the Company’s amended and restated memorandum and articles
of association, as described in the Company’s Prospectus relating to the Offering. Capitalized terms used but not defined
herein shall have the meanings set forth in the Trust Agreement.


 


In
accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate all of the assets in the Trust Operating
Account and to transfer the total proceeds into the trust operating account at Citibank, N.A. to await distribution to the Public
Shareholders. The Company has selected [●] as the effective date for the purpose of determining when the Public Shareholders
will be entitled to receive their share of the liquidation proceeds. You agree to be the Paying Agent of record and, in your separate
capacity as Paying Agent, agree to distribute said funds directly to the Company’s Public Shareholders in accordance with
the terms of the Trust Agreement and the amended and restated memorandum and articles of association of the Company. Upon the distribution
of all the funds, your obligations under the Trust Agreement shall be terminated, except to the extent otherwise provided in Section
1(j) of the Trust Agreement.


 


		Very truly yours,
	 	 	 
	 	RMG Acquisition Corp. II
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	cc:BofA Securities, Inc. and Barclays Capital Inc.	 	 



 






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EXHIBIT C



[Letterhead of Company]


 


[Insert date]


 


Continental Stock Transfer & Trust Company

One State Street, 30th Floor

New York, New York 10004

Attn: [●]


 


Re: Trust Account – Tax Payment Withdrawal
Instruction


 


Dear [●]:


 


Pursuant
to Section 1(j) of the Investment Management Trust Agreement between RMG Acquisition Corp. II (the “Company”)
and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [●], 2020 (the
 “Trust Agreement”), the Company hereby requests that you deliver to the Company $               
of the interest income earned on the Property as of the date hereof. Capitalized terms used but not defined herein shall have the
meanings set forth in the Trust Agreement.


 


The Company needs such funds to pay for
the tax obligations as set forth on the attached tax return or tax statement. In accordance with the terms of the Trust Agreement,
you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to
the Company’s operating account at:


 


[WIRE INSTRUCTION INFORMATION]


 


		Very truly yours,
	 	 	 
	 	RMG Acquisition Corp. II
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	cc:BofA Securities, Inc. and Barclays Capital Inc.	 	 



 






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EXHIBIT D



[Letterhead of Company]


 


[Insert date]


 


Continental Stock Transfer & Trust Company

One State Street, 30th Floor

New York, New York 10004

Attn: [●]


 


Re: Trust Account – Working Capital Withdrawal
Instruction


 


Dear [●]:


 


Pursuant
to Section 1(k) of the Investment Management Trust Agreement between RMG Acquisition Corp. II (the “Company”)
and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [●], 2020 (the
 “Trust Agreement”), the Company hereby requests that you deliver to the Company $               
of the interest income earned on the Property as of the date hereof. Capitalized terms used but not defined herein shall have the
meanings set forth in the Trust Agreement.


 


The Company needs such funds to fund its
working capital requirements. In accordance with the terms of the Trust Agreement, you are hereby directed and authorized to transfer
(via wire transfer) such funds promptly upon your receipt of this letter to the Company’s operating account at:


 


[WIRE INSTRUCTION INFORMATION]


 





		Very truly yours,
	 	 	 
	 	RMG Acquisition Corp. II
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	cc:BofA Securities, Inc. and Barclays Capital Inc.	 	 





 



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EXHIBIT E


 

[Letterhead of Company]


 


[Insert date]


 


Continental Stock Transfer & Trust Company

One State Street, 30th Floor

New York, New York 10004

Attn: [●]


 


Dear [●]:


 


Re: Trust Account – Shareholder Redemption
Withdrawal Instruction


 


Pursuant
to Section 1(l) of the Investment Management Trust Agreement between RMG Acquisition Corp. II (the “Company”)
and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [●], 2020
(the “Trust Agreement”), the Company hereby requests that you deliver to the redeeming Public Shareholders
on behalf of the Company $                  of
the principal and interest income earned on the Property as of the date hereof. Capitalized terms used but not defined herein shall
have the meanings set forth in the Trust Agreement.


 


The
Company needs such funds to pay its Public Shareholders who have properly elected to have their Ordinary Shares redeemed by the
Company in connection with a shareholder vote to approve an amendment to the Company’s amended and restated memorandum and
articles of association (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection
with the Company’s initial Business Combination or to redeem 100% of the Company’s public shares if it does not complete
its initial Business Combination within such time as is described in the Company’s amended and restated certificate of memorandum
and articles of association or (B) with respect to any other provision relating to shareholders’ rights or pre-initial Business
Combination activity. As such, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly
upon your receipt of this letter to the redeeming Public Shareholders in accordance with your customary procedures.


 





		Very truly yours,
	 	 	 
	 	RMG Acquisition Corp. II
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	cc:BofA Securities, Inc. and Barclays Capital Inc.	 	 


 






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