Exhibit 10.3
INVESTMENT MANAGEMENT TRUST AGREEMENT
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2022, by and between Roman DBDR Tech Acquisition Corp. II, a Delaware corporation (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. 333-260445 (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 share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-half of one redeemable warrant, each whole warrant entitling the holder thereof to purchase one share of Common Stock (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;
WHEREAS, the Company has entered into an Underwriting Agreement (the “Underwriting Agreement”) with B. Riley Securities, Inc., as representatives (the “Representatives”) of the several underwriters (the “Underwriters”) named therein;
WHEREAS, the Company’s second amended and restated certificate of incorporation provides that the Company will redeem the Common Stock included in the Units issued in the Offering in certain circumstances, including if the Company has not consummated its initial business combination (“Business Combination”) no later than the earliest to occur of (a) the date that is 15 months after the completion of the Offering (the “Additional Deposit Deadline”), if as of such date the Company (i) has not publicly announced the execution of a definitive agreement for the Business Combination and (ii) has not made the Additional Deposit (as defined herein) and (b) the date that is 18 months after the completion of the Offering (the “Applicable IBC Deadline”);
WHEREAS, the Company’s second amended and restated certificate of incorporation provides that the Company may, at its election, deposit into the Trust Account (as defined herein), no later than the Additional Deposit Deadline, an amount equal to $2,150,000 (or up to $2,472,500 if the underwriters’ over-allotment option relating to the Offering is exercised in full), or $0.10 per share of Common Stock included in the Units issued in the Offering (the “Additional Deposit”);
WHEREAS, as described in the Prospectus, $219,300,000 of the net proceeds of the Offering, sale of the Private Placement Warrants (as defined in the Underwriting Agreement) and the overfund loan made from Sponsor to the Company (or $252,195,000, if the Underwriters’ over-allotment option is exercised in full) and, if applicable, the Additional Deposit, 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 the Common Stock 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 stockholders for whose benefit the Trustee shall hold the Property will be referred to as the “Public Stockholders,” and the Public Stockholders and the Company will be referred to together as the “Beneficiaries”);