Exhibit 10.2


 


[●], 2020


 


RMG Acquisition Corp. II


50 West Street, Suite 40C


New York, NY 10006


 


	Re:	Initial Public
    Offering




 


Ladies and Gentlemen:


 


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. II, a Cayman Islands exempted company (the “Company”),
and BofA Securities, 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 28,750,000 of the Company’s units (including up to 3,750,000 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-third 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 pursuant to a registration
statement on Form S-1 and prospectus (the “Prospectus”) filed by the Company with the Securities
and Exchange Commission (the “Commission”). Certain capitalized terms used herein are defined in paragraph
11 hereof.


 


In order to induce the Company and the Underwriters
to enter into the Underwriting Agreement and to proceed with the Public Offering and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, RMG Sponsor II, LLC, a Delaware limited liability company (the “Sponsor”),
and the other undersigned persons (each, an “Insider” and collectively, the “Insiders”),
each hereby agrees, severally but not jointly, with the Company as follows:


 


1.            The
Sponsor and each Insider agrees with the Company that if the Company seeks shareholder approval of a proposed Business Combination,
then in connection with such proposed Business Combination, it, he or she shall (i) vote any Shares owned by it, him or her
in favor of any proposed Business Combination (including any proposals recommended by the Company’s board of directors in
connection with such Business Combination) and (ii) not redeem any Shares owned by it, him or her in connection with such
shareholder approval.


 


2.            The
Sponsor and each Insider hereby agrees with the Company that in the event that the Company fails to consummate a Business Combination
within 24 months from the closing of the Public Offering, or such later period 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,
the Sponsor and each Insider shall take all reasonable steps to cause the Company to (i) cease all operations except for the
purpose of winding up, (ii) as promptly as reasonably possible but not more than ten (10) business days thereafter, redeem
100% of the Ordinary Shares sold as part of the Units in the Public Offering (the “Offering Shares”),
at a per share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (less
up to $100,000 of interest to pay dissolution expenses and which interest shall be net of taxes payable and amounts withdrawn to
fund the Company’s working capital requirements), divided by the number of then issued and outstanding Offering Shares, which
redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further
liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the
approval of the Company’s remaining shareholders and the Company’s board of directors, liquidate and dissolve, subject
in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements
of other applicable law. The Sponsor and each Insider agrees to not propose any amendment to the Company’s amended and restated
memorandum and articles of association (i) 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 Offering Shares if the Company does
not complete its initial Business Combination within 24 months from the closing of the Public Offering, or (ii) with respect
to any other provision relating to shareholders’ rights or pre-initial Business Combination activity, unless the Company
provides its Public Shareholders with the opportunity to redeem their Offering Shares upon approval of any such amendment at a
per share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which
interest shall be net of taxes payable and amounts withdrawn to fund the Company’s working capital requirements), divided
by the number of then issued and outstanding Offering Shares.


 






     


     


    

 


The Sponsor and each Insider acknowledges
that it, he or she has no right, title, interest or claim of any kind in or to any monies held in the Trust Account or any other
asset of the Company as a result of any liquidation of the Company with respect to the Founder Shares held by it. The Sponsor and
each Insider hereby further waives, with respect to any Shares held by it, him or her, if any, any redemption rights it, he or
she may have in connection with (x) the consummation of a Business Combination, including, without limitation, any such rights
available in the context of a shareholder vote to approve such Business Combination or in the context of a tender offer made by
the Company to purchase Ordinary Shares and (y) a shareholder vote to amend the Company’s amended and restated memorandum
and articles of association (i) 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 Offering Shares if the Company does not
complete its initial Business Combination within 24 months from the closing of the Public Offering, or (ii) with respect to
any other provision relating to shareholders’ rights or pre-initial Business Combination activity (although the Sponsor and
the Insiders shall be entitled to redemption and liquidating distributions with respect to any Offering Shares it or they hold
if the Company fails to consummate a Business Combination within 24 months from the date of the closing of the Public Offering).


 


3.            Notwithstanding
the provisions set forth in paragraphs 7(a) and (b) below, during the period commencing on the effective date of the
Underwriting Agreement and ending 180 days after such date, the Sponsor and each Insider shall not, without the prior written consent
of the Representative, offer, sell, contract to sell, pledge or otherwise dispose of (or enter into any transaction that is designed
to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition
due to cash settlement or otherwise)), directly or indirectly, or establish or increase a put equivalent position or liquidate
or decrease a call equivalent position within the meaning of Section 16 (“Section 16”) of the
Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder, with
respect to, any Units, Shares, Warrants or any securities convertible into, or exercisable, or exchangeable for, Ordinary Shares,
or publicly announce an intention to effect any such transaction; provided, however, that the foregoing does not
apply to the forfeiture of any Founder Shares pursuant to their terms or any transfer of Founder Shares to any current or future
independent director of the company (as long as such current or future independent director transferee is subject to this Letter
Agreement or executes an agreement substantially identical to the terms of this Letter Agreement, as applicable to directors and
officers at the time of such transfer; and as long as, to the extent any Section 16 reporting obligation is triggered as a
result of such transfer, any related Section 16 filing includes a practical explanation as to the nature of the transfer).
Each of the Insiders and the Sponsor acknowledges and agrees that, prior to the effective date of any release or waiver, of the
restrictions set forth in this paragraph 3 or paragraph 7 below, the Company may announce the impending release or waiver by press
release through a major news service at least two business days before the effective date of the release or waiver. The provisions
of this paragraph will not apply if the release or waiver is effected solely to permit a transfer not for consideration and the
transferee has agreed in writing to be bound by the same terms described in this Letter Agreement to the extent and for the duration
that such terms remain in effect at the time of the transfer.


 






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4.            In
the event of the liquidation of the Trust Account, the Sponsor (which for purposes of clarification shall not extend to any other
shareholders, members or managers of the Sponsor) agrees to indemnify and hold harmless the Company against any and all loss, liability,
claim, damage and expense whatsoever (including, but not limited to, any and all legal or other expenses reasonably incurred in
investigating, preparing or defending against any litigation, whether pending or threatened, or any claim whatsoever) to which
the Company may become subject as a result of any claim by (i) any third party for services rendered (other than the Company’s
independent registered public accountants) or products sold to the Company or (ii) a prospective target business with which
the Company has entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement
(a “Target”); provided, however, that such indemnification of the Company by the Sponsor
shall apply only to the extent necessary to ensure that such claims by a third party for services rendered (other than the Company’s
independent registered public accountants) or products sold to the Company or a Target do not reduce the amount of funds in the
Trust Account to below (i) $10.00 per Offering Share or (ii) such lesser amount per Offering Share held in the Trust
Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case,
net of the amount of interest earned on the property in the Trust Account which may be withdrawn to pay taxes and amounts withdrawn
to fund the Company’s working capital requirements, except as to any claims by a third party who executed a waiver of any
and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the Underwriters
against certain liabilities, including liabilities under the Securities Act of 1933, as amended. In the event that any such executed
waiver is deemed to be unenforceable against such third party, the Sponsor shall not be responsible to the extent of any liability
for such third party claims. The Sponsor shall have the right to defend against any such claim with counsel of its choice reasonably
satisfactory to the Company if, within 15 days following written receipt of notice of the claim to the Sponsor, the Sponsor notifies
the Company in writing that it shall undertake such defense.


 






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5.            To
the extent that the Underwriters do not exercise their over-allotment option to purchase up to an additional 5,250,000 Units within
45 days from the date of the Prospectus (and as further described in the Prospectus), the Sponsor agrees that it shall forfeit,
at no cost, a number of Founder Shares in the aggregate equal to 937,500 multiplied by a fraction, (i) the numerator of
which is 3,750,000 minus the number of Units purchased by the Underwriters upon the exercise of their over-allotment option, and
(ii) the denominator of which is 3,750,000. All references in this Letter Agreement to Founder Shares of the Company being
forfeited shall take effect as surrenders for no consideration of such Founder Shares as a matter of Cayman Islands law. The forfeiture
will be adjusted to the extent that the over-allotment option is not exercised in full by the Underwriters so that the number of
Founder Shares will equal an aggregate of 20.0% of the Company’s issued and outstanding Shares after the Public Offering.
The Initial Shareholders further agree that to the extent that the size of the Public Offering is increased or decreased, the Company
will effect a capitalization or share repurchase or redemption, as applicable, immediately prior to the consummation of the Public
Offering in such amount as to maintain the number of Founder Shares at 20.0% of the Company’s issued and outstanding Shares
upon the consummation of the Public Offering. In connection with such increase or decrease in the size of the Public Offering,
then (A) the references to 3,750,000 in the numerator and denominator of the formula in the first sentence of this paragraph
shall be changed to a number equal to 15% of the number of Ordinary Shares included in the Units issued in the Public Offering
and (B) the reference to 937,500 in the formula set forth in the immediately preceding sentence shall be adjusted to such
number of Founder Shares that the Sponsor would have to return to the Company in order for the number of Founder Shares to equal
an aggregate of 20.0% of the Company’s issued and outstanding Shares after the Public Offering.


 


6.            The
Sponsor and each Insider hereby agrees and acknowledges that: (i) the Underwriters and the Company would be irreparably injured
in the event of a breach by such Sponsor or Insider of its, his or her obligations under paragraphs 1, 2, 3, 4, 5, 7(a), 7(b),
and 9 of this Letter Agreement (ii) monetary damages may not be an adequate remedy for such breach and (iii) the non-breaching
party shall be entitled to seek injunctive relief, in addition to any other remedy that such party may have in law or in equity,
in the event of such breach.


 


7.            (a) The
Sponsor and each Insider agrees that it, he or she shall not Transfer (as defined below) any Founder Shares (or Ordinary Shares
issuable upon conversion thereof) until the earlier of (A) one year after the completion of the Company’s initial Business
Combination and (B) subsequent to the Business Combination, (x) if the last reported sale price of the Ordinary Shares
equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share dividends, rights issuances, consolidations, reorganizations,
recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the
Company’s initial Business Combination or (y) the date following the completion of the Company’s initial Business
Combination on which the Company completes a liquidation, merger, amalgamation, share exchange, reorganization or other similar
transaction that results in all of the Public Shareholders having the right to exchange their Ordinary Shares for cash, securities
or other property (the “Founder Shares Lock-up Period”).


 






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(b)          The
Sponsor and each Insider agrees that it, he or she shall not Transfer any Private Placement Warrants (or Ordinary Shares issued
or issuable upon the exercise or conversion of the Private Placement Warrants), until 30 days after the completion of the Company’s
initial Business Combination (the “Private Placement Warrants Lock-up Period”, together with the Founder
Shares Lock-up Period, the “Lock-up Periods”).


 


(c)          Notwithstanding
the provisions set forth in paragraphs 7(a) and (b), Transfers of the Founder Shares, Private Placement Warrants and Ordinary
Shares issued or issuable upon the exercise or conversion of the Private Placement Warrants or the Founder Shares, are permitted
(a) to the Company’s directors or officers, any affiliates or family members of the Company’s directors or officers,
any members of the Sponsor or any affiliates of the Sponsor; (b) in the case of an individual, by gift to a member of the
individual’s immediate family, or to a trust, the beneficiary of which is a member of the individual’s immediate family
or an affiliate of such person, or to a charitable organization; (c) in the case of an individual, by virtue of laws of descent
and distribution upon death of the individual; (d) in the case of an individual, pursuant to a qualified domestic relations
order; (e) by private sales or transfers made in connection with the consummation of the Company’s Business Combination
at prices no greater than the price at which the securities were originally purchased; (f) in the event of the Company’s
liquidation prior to the Company’s completion of its initial Business Combination; (g) by virtue of the laws of the
State of Delaware or the Sponsor’s organizational documents, upon dissolution of the Sponsor; and (h) in the event of
the Company’s completion of a liquidation, merger, amalgamation, share exchange, reorganization or other similar transaction
which results in all of the Company’s shareholders having the right to exchange their Ordinary Shares for cash, securities
or other property subsequent to the completion of the Company’s initial Business Combination; provided, however,
that, in the case of clauses (a) through (e) or (g), these permitted transferees must enter into a written agreement
with the Company agreeing to be bound by the transfer restrictions in this Agreement.


 


8.            The
Sponsor and each Insider represents and warrants that it, he or she has never been suspended or expelled from membership in any
securities or commodities exchange or association or had a securities or commodities license or registration denied, suspended
or revoked. Each Insider’s biographical information furnished to the Company, if any (including any such information included
in the Prospectus), is true and accurate in all respects and does not omit any material information with respect to such Insider’s
background. Each Insider’s questionnaire furnished to the Company, if any, and the Representative is true and accurate in
all respects. Each Insider represents and warrants that: it is not subject to or a respondent in any legal action for, any injunction,
cease-and-desist order or order or stipulation to desist or refrain from any act or practice relating to the offering of securities
in any jurisdiction; it has never been convicted of, or pleaded guilty to, any crime (i) involving fraud, (ii) relating
to any financial transaction or handling of funds of another person, or (iii) pertaining to any dealings in any securities
and it is not currently a defendant in any such criminal proceeding.


 


9.            Except
as disclosed in, or as expressly contemplated by, the Prospectus, neither the Sponsor nor any Insider nor any affiliate of the
Sponsor or any Insider, nor any director or officer of the Company, shall receive from the Company any finder’s fee, reimbursement,
consulting fee, monies in respect of any repayment of a loan or other compensation prior to, or in connection with any services
rendered in order to effectuate the consummation of the Company’s initial Business Combination (regardless of the type of
transaction that it is).


 






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10.          The
Sponsor and each Insider has full right and power, without violating any agreement to which it is bound (including, without limitation,
any non-competition or non-solicitation agreement with any employer or former employer), to enter into this Letter Agreement and,
as applicable, to serve as a director on the board of directors of the Company and hereby consents to being named in the Prospectus
as a director of the Company.


 


11.          As
used herein, (i) “Business Combination” shall mean a merger, amalgamation, share exchange,
asset acquisition, share purchase, reorganization or similar business combination, involving the Company and one or more
businesses; (ii) “Shares” shall mean, collectively, the Ordinary Shares and the Founder
Shares; (iii) “Founder Shares” shall mean the 7,187,500 Class B ordinary shares, par
value $0.0001 per share, issued and outstanding immediately prior to the consummation of the Public Offering;
(iv) “Initial Shareholders” shall mean the Sponsor and any other person that holds Founder
Shares; (v) “Private Placement Warrants” shall mean the Warrants to purchase an aggregate of
5,760,141 Ordinary Shares of the Company (or up to 6,260,141 Ordinary Shares of the Company depending on the extent to which
the Underwriters’ over-allotment option is exercised pursuant to the Underwriting Agreement) that the Sponsor has
agreed to purchase for an aggregate purchase price of $8,640,211 (or up to $9,390,211 depending on the extent to which the
Underwriters’ over-allotment option is exercised pursuant to the Underwriting Agreement), or $1.50 per Warrant, in a
private placement that shall occur simultaneously with the consummation of the Public Offering; (vi) “Public
Shareholders” shall mean the holders of securities issued in the Public Offering; (vii) “Trust
Account” shall mean the trust account into which the net proceeds of the Public Offering shall be deposited;
and (viii) “Transfer” shall mean the (a) sale of, offer to sell, contract or agreement to
sell, hypothecate, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or
indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call
equivalent position within the meaning of Section 16 and the rules and regulations of the Commission promulgated
thereunder with respect to, any security, (b) entry into any swap or other arrangement that transfers to another, in
whole or in part, any of the economic consequences of ownership of any security, whether any such transaction is to be
settled by delivery of such securities, in cash or otherwise, or (c) public announcement of any intention to effect any
transaction specified in clause (a) or (b).


 


12.          This
Letter Agreement constitutes the entire agreement and understanding of the parties hereto in respect of the subject matter hereof
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 Letter Agreement may not
be changed, amended, modified or waived (other than to correct a typographical error) as to any particular provision, except by
a written instrument executed by (1) each Insider that is the subject of any such change, amendment, modification or waiver
and (2) the Sponsor.


 


13.          No
party hereto may assign either this Letter Agreement or any of its rights, interests, or obligations hereunder without the prior
written consent 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. This Letter Agreement shall be binding on the
Sponsor and each Insider and their respective successors, heirs and assigns and permitted transferees.


 






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14.          This
Letter Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect
the validity or enforceability of this Letter Agreement or of any other term or provision hereof. Furthermore, in lieu of any such
invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Letter Agreement
a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.


 


15.          This
Letter Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York. The parties
hereto (i) all agree that any action, proceeding, claim or dispute arising out of, or relating in any way to, this Letter
Agreement shall be brought and enforced in the courts of New York City, in the State of New York, and irrevocably submit to such
jurisdiction and venue, which jurisdiction and venue shall be exclusive and (ii) waive any objection to such exclusive jurisdiction
and venue or that such courts represent an inconvenient forum.


 


16.          Any
notice, consent or request to be given in connection with any of the terms or provisions of this Letter 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
or facsimile or other electronic transmission.


 


17.          Each
party hereto shall not be liable for any breaches or misrepresentations contained in this Letter Agreement by any other party to
this Letter Agreement, and no party shall be liable or responsible for the obligations of another party, including, without limitation,
indemnification obligations and notice obligations.


 


18.          This
Letter Agreement shall terminate on the earlier of (i) the expiration of the Lock-up Periods and (ii) the liquidation
of the Company; provided, however, that this Letter Agreement shall earlier terminate in the event that the Public
Offering is not consummated and closed by June 31, 2021; provided further that paragraph 4 of this Letter Agreement
shall survive such liquidation.


 


19.          This
Letter Agreement may be executed in any number of original or facsimile counterparts and each of such counterparts shall for all
purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.


 


[Signature pages follow]


 






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	 	Sincerely,
	 	 
	 	RMG Sponsor II, LLC
	 	 
	 	By:	 
	 	 	Name:	Philip Kassin
	 	 	Title:	President




 


 


[Signature
Page to Letter Agreement]


 






    


     


    

 


	 	 
	 	Name: D. James Carpenter




 


[Signature
Page to Letter Agreement]


 






    


     


    

 


	 	 
	 	Name: Robert S. Mancini




 


[Signature
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	 	Name: Philip Kassin




 


[Signature
Page to Letter Agreement]


 






    


     


    

 


	 	 
	 	Name: W. Grant Gregory




 


[Signature
Page to Letter Agreement]


 






    


     


    

 


	 	 
	 	Name: Craig Broderick




 


[Signature
Page to Letter Agreement]


 






    


     


    

 


	 	 
	 	Name: W. Thaddeus Miller




 


[Signature
Page to Letter Agreement]


 






    


     


    

 


	 	 
	 	Name: Catherine D. Rice




 


[Signature
Page to Letter Agreement]


 






    


     


    

 


	Acknowledged and Agreed:	 
	 	 
	RMG Acquisition Corp.
II	 
	 	 
	By:	 	 
	 	Name:	Philip Kassin	 
	 	Title:	President	 


 


[Signature
Page to Letter Agreement]