WARRANT ASSIGNMENT AND ASSUMPTION AGREEMENT
RENEW ENERGY GLOBAL PLC,
RMG ACQUISITION CORPORATION II,
CONTINENTAL STOCK TRANSFER & TRUST COMPANY,
COMPUTERSHARE TRUST COMPANY, N.A.
Dated August 23, 2021
This Assignment and Assumption Agreement (the Agreement) is entered into as of August 23, 2021 (the Effective Date), by and among RMG Acquisition Corporation II, a Cayman Islands exempted company (RMG II), ReNew Energy Global plc, a public limited company incorporated under the laws of England and Wales (ReNew Global), Continental Stock Transfer & Trust Company, a New York corporation (Continental) and Computershare Inc., a Delaware corporation, and its wholly owned subsidiary, Computershare Trust Company, N.A., a federally chartered trust company (collectively, Computershare).
WHEREAS, RMG II and the Warrant Agent have previously entered into a warrant agreement, dated as of December 9, 2020 (attached hereto as Annex I, the Warrant Agreement; capitalized terms used but not otherwise defined herein shall have the meanings given to such terms in the Business Combination Agreement (as defined below)) governing the terms of RMG IIs outstanding warrants to purchase ordinary shares of RMG II (the RMG II Warrants);
WHEREAS, RMG II entered into a Business Combination Agreement, dated as of February 24, 2021 (as may be amended from time to time, the Business Combination Agreement), with ReNew Global, Renew Power Private Limited, a company with limited liability incorporated under the laws of India (ReNew), Philip Kassin, solely in the capacity as the representative for the shareholders of RMG II, ReNew Power Global Merger Sub, a Cayman Islands exempted company (the Merger Sub) and certain of the shareholders of ReNew (the ReNew Shareholders), pursuant to which, among other things, in connection with the closing of the transactions contemplated by the Business Combination Agreement (Closing), (i) Merger Sub will merge with and into RMG II (the Merger) with RMG II being the surviving entity of the Merger and becoming a wholly-owned subsidiary of ReNew Global and (ii) ReNew Global will acquire shares of ReNew and ReNew Global will issue shares to certain of the ReNew Shareholders, as described in the Business Combination Agreement (the Share Exchange, and together with the Merger, the Transactions).
WHEREAS, effective upon the consummation of the Merger, (i) each RMG II ordinary share outstanding on the closing date will be cancelled in exchange for the issuance by ReNew Global