Exhibit 10.1


 


THIS PROMISSORY NOTE (THIS “NOTE”) HAS
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS
BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE
RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE
COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.


 


PROMISSORY NOTE


 


	Principal Amount: Up to U.S.$300,000	Dated as of July 29, 2020




 


FOR VALUE RECEIVED and subject to the terms
and conditions set forth herein, RMG Acquisition Corp. II, a Cayman Islands exempted company (“Maker”), promises
to pay to RMG Sponsor II, LLC, a Delaware limited liability company (“Payee”), or order, the principal sum of
Three Hundred Thousand U.S. Dollars (U.S.$300,000) or such lesser amount as shall have been advanced by Payee to Maker and shall
remain unpaid under this Note on the Maturity Date (as defined below) in lawful money of the United States of America, on the terms
and conditions described below. All payments on this Note shall be made by check or wire transfer of immediately available funds
or as otherwise determined by Maker to such account as Payee may from time to time designate by written notice in accordance with
the provisions of this Note.


 


1.            Principal.
The entire unpaid principal balance of this Note shall be due and payable in full on the
earlier of: (i) December 31, 2020, and (ii) the date on which Maker consummates an initial public offering of its
securities (such earlier date of (i) and (ii), the “Maturity Date”), unless accelerated upon the occurrence
of an Event of Default (as defined below). The principal balance may be prepaid at any time by Maker, at its election and without
penalty. Under no circumstances shall any individual, including but not limited to any officer, director, employee or shareholder
of Maker, be obligated personally for any obligations or liabilities of Maker hereunder.


 


2.            Drawdown
Requests. Maker and Payee agree that Maker may request, from time to time, up to Three Hundred Thousand U.S. Dollars
(U.S.$300,000) in draw downs under this Note to be used for costs and expenses related to Maker’s proposed initial public
offering of its securities (the “IPO”), including its formation. The principal of this Note may be drawn down
from time to time prior to the Maturity Date upon request from Maker to Payee (each, a “Drawdown Request”).
Each Drawdown Request must state the amount to be drawn down, and must not be an amount less than Ten Thousand U.S. Dollars (U.S.$10,000)
unless agreed upon by Maker and Payee. Payee shall fund each Drawdown Request no later than three (3) business days after
receipt of a Drawdown Request; provided, however, that the maximum amount of drawdowns outstanding under this Note
at any time may not exceed Three Hundred Thousand U.S. Dollars (U.S.$300,000). No fees, payments or other amounts shall be due
to Payee in connection with, or as a result of, any Drawdown Request by Maker.


 


 3.             Interest. No interest shall accrue on the unpaid principal balance of this Note.




 


4.            Application
of Payments. All payments shall be applied first to payment in full of any costs incurred in the collection of any sum
due under this Note, including (without limitation) reasonable attorney’s fees, then to the payment in full of any late charges
and finally to the reduction of the unpaid principal balance of this Note.


 






    


     


    

 


 5.             Events of Default. The following shall constitute an event of default (“Event of Default”):




 


(a)            Failure
to Make Required Payments. Failure by Maker to pay the principal amount due pursuant to this Note on the Maturity Date.


 


(b)            Voluntary
Bankruptcy, Etc. The commencement by Maker of a voluntary case under any applicable bankruptcy, insolvency, reorganization,
rehabilitation or other similar law, or the consent by it to the appointment of or taking possession by a receiver, liquidator,
assignee, trustee, custodian, sequestrator (or other similar official) of Maker or for any substantial part of its property, or
the making by it of any assignment for the benefit of creditors, or the failure of Maker generally to pay its debts as such debts
become due, or the taking of corporate action by Maker in furtherance of any of the foregoing.


 


(c)            Involuntary
Bankruptcy, Etc. The entry of a decree or order for relief by a court having jurisdiction in the premises in respect of Maker
in an involuntary case under any applicable bankruptcy, insolvency or other similar law, or appointing a receiver, liquidator,
assignee, custodian, trustee, sequestrator (or similar official) of Maker or for any substantial part of its property, or ordering
the winding-up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period
of sixty (60) consecutive days.


 


 6.             Remedies.




 


(a)            Upon
the occurrence of an Event of Default specified in Section 5(a) hereof, Payee may, by written notice to Maker, declare
this Note to be due immediately and payable, whereupon the unpaid principal amount of this Note, and all other amounts payable
thereunder, shall become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which
are hereby expressly waived, anything contained herein or in the documents evidencing the same to the contrary notwithstanding.


 


(b)            Upon
the occurrence of an Event of Default specified in Sections 5(b) or 5(c), the unpaid principal balance of this Note, and all
other sums payable with regard to this Note, shall automatically and immediately become due and payable, in all cases without any
action on the part of Payee.


 


7.            Waivers.
Maker and all endorsers and guarantors of, and sureties for, this Note waive presentment for payment, demand, notice
of dishonor, protest, and notice of protest with regard to the Note, all errors, defects and imperfections in any proceedings instituted
by Payee under the terms of this Note, and all benefits that might accrue to Maker by virtue of any present or future laws exempting
any property, real or personal, or any part of the proceeds arising from any sale of any such property, from attachment, levy or
sale under execution, or providing for any stay of execution, exemption from civil process, or extension of time for payment; and
Maker agrees that any real estate that may be levied upon pursuant to a judgment obtained by virtue hereof, on any writ of execution
issued hereon, may be sold upon any such writ in whole or in part in any order desired by Payee.


 


8.            Unconditional
Liability. Maker hereby waives all notices in connection with the delivery, acceptance,
performance, default, or enforcement of the payment of this Note, and agrees that its liability shall be unconditional, without
regard to the liability of any other party, and shall not be affected in any manner by any indulgence, extension of time, renewal,
waiver or modification granted or consented to by Payee, and consents to any and all extensions of time, renewals, waivers or modifications
that may be granted by Payee with respect to the payment or other provisions of this Note, and agrees that additional makers, endorsers,
guarantors, or sureties may become parties hereto without notice to Maker or affecting Maker’s liability hereunder.


 






    2


     


    

 


9.            Notices. All
notices, statements or other documents which are required or contemplated by this Note shall be: (i) in writing and
delivered personally or sent by first class registered or certified mail, overnight courier service or facsimile or
electronic transmission to the address designated in writing, (ii) by facsimile to the number most recently provided to
such party or such other address or fax number as may be designated in writing by such party or (iii) by electronic
mail, to the electronic mail address most recently provided to such party or such other electronic mail address as may be
designated in writing by such party. Any notice or other communication so transmitted shall be deemed to have been given on
the day of delivery, if delivered personally, on the business day following receipt of written confirmation, if sent by
facsimile or electronic transmission, one (1) business day after delivery to an overnight courier service or five
(5) days after mailing if sent by mail.


 


10.          Construction.
THIS NOTE SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF NEW YORK.


 


11.          Severability.
Any provision contained in this Note which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and
any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.


 


12.          Trust
Waiver. Notwithstanding anything herein to the contrary, Payee hereby waives any and all
right, title, interest or claim of any kind (“Claim”) in or to any distribution of or from the trust account
to be established in which proceeds of the IPO (including the deferred underwriting discounts and commissions) and proceeds of
the sale of the warrants issued in a private placement to occur in connection with the IPO are to be deposited, as described in
greater detail in the registration statement and prospectus to be filed with the Securities and Exchange Commission in connection
with the IPO, and hereby agrees not to seek recourse, reimbursement, payment or satisfaction for any Claim against the trust account
for any reason whatsoever.


 


13.          Amendment;
Waiver. Any amendment hereto or waiver of any provision hereof may be made with, and only with, the written consent
of Maker and Payee.


 


14.          Assignment.
No assignment or transfer of this Note or any rights or obligations hereunder may be made by any party hereto (by operation
of law or otherwise) without the prior written consent of the other party hereto and any attempted assignment without the required
consent shall be void.


 


[Signature page follows]


 






    3


     


    

 


IN WITNESS WHEREOF, Maker, intending to be legally bound hereby,
has caused this Note to be duly executed by the undersigned as of the day and year first above written.


 


	 	RMG ACQUISITION CORP. II
	 	 
	 	By:	/s/ Philip Kassin
	 	 	Name:	Philip Kassin
	 	 	Title:	President




 


 


	Agreed and acknowledged:	 
	 	 
	RMG SPONSOR II, LLC	 
	 	 
	By:	 /s/ Philip Kassin	 
	 	Name:	 Philip Kassin	 
	 	Title :	President	 




 


[Signature Page to Promissiory Note]