REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 18th, 2020 • dMY Technology Group, Inc. II • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 13, 2020, is made and entered into by and among dMY Technology Group, Inc. II, a Delaware corporation (the “Company”), dMY Sponsor II, LLC, a Delaware limited liability company (the “Sponsor”) and the undersigned parties listed on the signature page hereto under “Holders” (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • August 18th, 2020 • dMY Technology Group, Inc. II • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of August 13, 2020 by and between dMY Technology Group, Inc. II, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
dMY Technology Group, Inc. IISecurities Subscription Agreement • August 3rd, 2020 • dMY Technology Group, Inc. II • Blank checks • New York
This agreement (the “Agreement”) is entered into as of June 18, 2020 by and between dMY Sponsor II, LLC, a Delaware limited liability company (the “Subscriber” or “you”), and dMY Technology Group, Inc. II, a Delaware corporation (the “Company”, “we” or “us”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 5,750,000 shares of Class B common stock, $0.0001 par value per share (the “Shares”), up to 750,000 of which are subject to forfeiture by you if the underwriters of the initial public offering (“IPO”) of units (“Units”) of the Company, do not fully exercise their over-allotment option (the “Over-allotment Option”). The Company and the Subscriber’s agreements regarding such Shares are as follows:
INDEMNITY AGREEMENTIndemnity Agreement • August 3rd, 2020 • dMY Technology Group, Inc. II • Blank checks • Delaware
This INDEMNITY AGREEMENT (this “Agreement”) is made as of , 2020, by and between dMY Technology Group, Inc. II, a Delaware corporation (the “Company”), and (“Indemnitee”).
dMY Technology Group, Inc. II Las Vegas, NV 89144Underwriting Agreement • August 18th, 2020 • dMY Technology Group, Inc. II • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among dMY Technology Group, Inc. II, a Delaware corporation (the “Company”), and Goldman Sachs & Co. LLC, as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 27,600,000 of the Company’s units (including up to 3,600,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), and one-third of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Class A Common Stock at a price of $11.50 per share, subject to adjustment as described in the Prospectus (as defined b
WARRANT AGREEMENT DMY TECHNOLOGY GROUP, INC. II and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated August 13, 2020Warrant Agreement • August 18th, 2020 • dMY Technology Group, Inc. II • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated August 13, 2020, is by and between dMY Technology Group, Inc. II, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTWarrant Purchase Agreement • August 18th, 2020 • dMY Technology Group, Inc. II • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of August 13, 2020 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and among dMY Technology Group, Inc. II, a Delaware corporation (the “Company”), and dMY Sponsor II, LLC, a Delaware limited liability company (the “Purchaser”).
SUBSCRIPTION AGREEMENTSubscription Agreement • October 27th, 2020 • dMY Technology Group, Inc. II • Blank checks • New York
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on October 27, 2020, by and among Galileo NewCo Limited (the “Company”), a non-cellular company limited by shares incorporated and registered under the laws of the Island of Guernsey and a newly formed entity formed for the purpose of consummating the Transaction (as defined below), dMY Technology Group, Inc. II, a Delaware corporation (“dMY”), and the undersigned subscriber (“Subscriber”).
dMY Technology Group, Inc. II 20,000,000 Units Underwriting AgreementUnderwriting Agreement • August 3rd, 2020 • dMY Technology Group, Inc. II • Blank checks • New York
dMY Technology Group, Inc. II, a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (collectively, the “Underwriters”) an aggregate of 20,000,000 units (the “Firm Units”) of the Company and, at the election of the Underwriters, up to 3,000,000 additional units, if any (the “Optional Units,” the Optional Units, together with the Firm Units, that the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called the “Units”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTWarrant Purchase Agreement • August 3rd, 2020 • dMY Technology Group, Inc. II • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of , 2020 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and among dMY Technology Group, Inc. II, a Delaware corporation (the “Company”), and dMY Sponsor II, LLC, a Delaware limited liability company (the “Purchaser”).
dMY Technology Group, Inc. II 24,000,000 Units Underwriting AgreementUnderwriting Agreement • August 18th, 2020 • dMY Technology Group, Inc. II • Blank checks • New York
dMY Technology Group, Inc. II, a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (collectively, the “Underwriters”) an aggregate of 24,000,000 units (the “Firm Units”) of the Company and, at the election of the Underwriters, up to 3,600,000 additional units, if any (the “Optional Units,” the Optional Units, together with the Firm Units, that the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called the “Units”).
INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • April 27th, 2021 • dMY Technology Group, Inc. II • Blank checks • Delaware
THIS INVESTOR RIGHTS AGREEMENT (as it may be amended, supplemented or restated from time to time in accordance with the terms of this Investor Rights Agreement, the “Investor Rights Agreement”), dated as of April 20, 2021 (the “Effective Date”), is made by and among (i) dMY Sponsor II, LLC, a Delaware limited liability company (the “Sponsor”); (ii) Maven TopHoldings S.a.r.l, a Luxembourg société à responsibilité limitée (“Apax”); (iii) each of the parties listed on Schedule 1-A attached hereto (collectively, “Management”); (iv) each of the parties listed on Schedule 1-B attached hereto (collectively, “Co-Investors”); (v) Genius Sports Limited (f/k/a Galileo NewCo Limited), a company incorporated under the laws of Guernsey (“PubCo”); (vi) dMY Technology Group II, Inc., a Delaware corporation (“dMY”); (vii) solely for purposes of Article I, Section 3.11, Section 3.15, Section 3.16(a), Section 4.3 and Article V, (A) Niccolo de Masi and (B) Harry L. You (each, a “Sponsor Principal” and col
FOUNDER HOLDERS CONSENT LETTERFounder Holders Consent Letter • October 27th, 2020 • dMY Technology Group, Inc. II • Blank checks • Delaware
This FOUNDER HOLDERS CONSENT LETTER (this “Consent”) is entered into as of October 27, 2020, between Galileo NewCo Limited, a company incorporated under the laws of Guernsey (“NewCo”), Maven Topco Limited, a company incorporated under the laws of Guernsey (the “Company”), dMY Technology Group, Inc. II, a Delaware corporation (“dMY”), dMY Sponsor II, LLC, a Delaware limited liability company (the “Sponsor”) and each holder (each, a “Founder Holder” and, collectively, the “Founder Holders”) of the issued and outstanding shares of Class B common stock of dMY, par value $0.0001 per share (the “dMY Class B Common Stock”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Business Combination Agreement (as defined below).
DMY TECHNOLOGY GROUP, INC. II Las Vegas, NV 89144Administrative Services Agreement • August 3rd, 2020 • dMY Technology Group, Inc. II • Blank checks • New York
This letter agreement (this “Agreement”) by and among dMY Technology Group, Inc. II (the “Company”) and dMY Sponsor II, LLC (the “Sponsor”), 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 New York Stock Exchange (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
FOUNDER HOLDERS FORFEITURE AGREEMENTForfeiture Agreement • October 27th, 2020 • dMY Technology Group, Inc. II • Blank checks
Reference is made to that certain Business Combination Agreement, dated as of October 27, 2020, by and among dMY Technology Group, Inc. II, a Delaware corporation (“dMY”), Maven Topco Limited, a company incorporated under the laws of Guernsey (the “Company”), Maven Midco Limited, a private limited company incorporated under the laws of England and Wales (“MidCo”), Galileo NewCo Limited, a company incorporated under the laws of Guernsey (“NewCo”), Genius Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of NewCo (“Merger Sub”) and dMY Sponsor II, LLC, a Delaware limited liability company (the “Sponsor”) (as may be further amended, restated, amended and restated, modified, or supplemented from to time, the “Combination Agreement”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Combination Agreement.
DMY TECHNOLOGY GROUP, INC. II Las Vegas, NV 89144Administrative Services Agreement • August 18th, 2020 • dMY Technology Group, Inc. II • Blank checks • New York
This letter agreement (this “Agreement”) by and among dMY Technology Group, Inc. II (the “Company”) and dMY Sponsor II, LLC (the “Sponsor”), 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 New York Stock Exchange (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
TRANSACTION SUPPORT AGREEMENTTransaction Support Agreement • October 27th, 2020 • dMY Technology Group, Inc. II • Blank checks
This TRANSACTION SUPPORT AGREEMENT (this “Agreement”) is entered into as of October 27, 2020, by and between Galileo Newco Limited, a company incorporated under the laws of Guernsey (the “Company”), Maven Topco Limited, a company incorporated under the laws of Guernsey (“Topco”), dMY Technology Group, Inc. II, a Delaware corporation (“dMY”), and the undersigned, a shareholder of Topco (the “Shareholder”). Each of the Company, Topco, dMY and the Shareholder are sometimes referred to herein individually as a “Party” and collectively as the “Parties”. Capitalized terms used herein without being otherwise defined herein shall have the meanings assigned thereto in the BCA (defined below).
TRANSACTION SUPPORT AGREEMENTTransaction Support Agreement • October 27th, 2020 • dMY Technology Group, Inc. II • Blank checks
This TRANSACTION SUPPORT AGREEMENT (this “Agreement”) is entered into as of October 27, 2020, by and between Galileo Newco Limited, a company incorporated under the laws of Guernsey (the “Company”), Maven Topco Limited, a company incorporated under the laws of Guernsey (“Topco”), dMY Technology Group, Inc. II, a Delaware corporation (“dMY”), and the undersigned, a shareholder of Topco (the “Shareholder”). Each of the Company, Topco, dMY and the Shareholder are sometimes referred to herein individually as a “Party” and collectively as the “Parties”. Capitalized terms used herein without being otherwise defined herein shall have the meanings assigned thereto in the BCA (defined below).
BUSINESS COMBINATION AGREEMENT by and among DMY TECHNOLOGY GROUP, INC. II, MAVEN TOPCO LIMITED, MAVEN MIDCO LIMITED, GALILEO NEWCO LIMITED, GENIUS MERGER SUB, INC. and DMY SPONSOR II, LLC DATED AS OF OCTOBER 27, 2020Business Combination Agreement • October 27th, 2020 • dMY Technology Group, Inc. II • Blank checks • Delaware
This Business Combination Agreement (this “Agreement”) is made and entered into as of October 27, 2020 (the “Effective Date”), by and among (i) dMY Technology Group, Inc. II, a Delaware corporation (“dMY”), (ii) Maven Topco Limited, a company incorporated under the laws of Guernsey (the “Company”), (iii) Maven Midco Limited, a private limited company incorporated under the laws of England and Wales (“MidCo”), (iv) Galileo NewCo Limited, a company incorporated under the laws of Guernsey (“NewCo”), (v) Genius Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of NewCo (“Merger Sub”) and (vi) dMY Sponsor II, LLC, a Delaware limited liability company (the “Sponsor”). Each of dMY, the Company, NewCo, Merger Sub, MidCo and the Sponsor is also referred to herein as a “Party” and, collectively, as the “Parties”.
