Exhibit 10.8


 


RMG
Acquisition Corp. II

50 West Street, Suite 40C


New York, NY 10006


 


[•], 2020


 


RMG Sponsor II, LLC

50 West Street, Suite 40C


New York, NY 10006


 


Re: Administrative Services Agreement


 


Ladies and Gentlemen:


 


This Administrative Services Agreement (this
 “Agreement”) by and between RMG Acquisition Corp. II (the “Provider”) and RMG Sponsor II, LLC (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. 333-249342) filed with the Securities and Exchange Commission) (such earlier date hereinafter referred to
as the “Termination Date”), the Provider, an affiliate of our sponsor, RMG Sponsor II, 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 (including salaries of the Provider)
as may be reasonably requested by the Company. In exchange therefor, the Company shall pay the Provider the sum of $40,000 per
month on the Listing Date and continuing monthly thereafter until the Termination Date.


 


The Provider hereby irrevocably waives any
and all right, title, interest, causes of action and claims of any kind (each, a “Claim”) in or to, and any and all
right to seek payment of any amounts due to it out of, the trust account established for the benefit of the public shareholders
of the Company and into which substantially all of the proceeds of the Company’s initial public offering will be deposited
(the “Trust Account”), and hereby irrevocably waives any Claim it may have in the future as a result of, or arising
out of, this Agreement, which Claim would reduce, encumber or otherwise adversely affect the Trust Account or any monies or other
assets in the Trust Account, and further agrees not to seek recourse, reimbursement, payment or satisfaction of any Claim against
the Trust Account or any monies or other assets in the Trust Account for any reason whatsoever.


 


This Agreement constitutes the entire agreement
and understanding of the parties hereto in respect of its subject matter and supersedes all prior understandings, agreements, or
representations by or among the parties hereto, written or oral, to the extent they relate in any way to the subject matter hereof
or the transactions contemplated hereby.


 


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


 


No party hereto may assign either this Agreement
or any of its rights, interests, or obligations hereunder without the prior written approval of the other party. Any purported
assignment in violation of this paragraph shall be void and ineffectual and shall not operate to transfer or assign any interest
or title to the purported assignee.


 


Any litigation between the parties (whether
grounded in contract, tort, statute, law or equity) shall be governed by, construed in accordance with, and interpreted pursuant
to the laws of the State of New York.


 


This Agreement may be executed in one or
more counterparts, each of which shall for all purposes be deemed to be an original but all of which together shall constitute
one and the same Agreement.


 


[Signature page follows]


 






     


     


    

 


	 	Very truly yours,
	 	 
	 	RMG ACQUISITION CORP. II
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



 


	AGREED TO AND ACCEPTED BY:	 
	 	 
	RMG Sponsor II, LLC	 
	 	 
	 	 
	By:	 	 
	 	Name:	 
	 	Title:	 


 


[Signature Page to Administrative Services
Agreement]


 






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