REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 9th, 2021 • dMY Technology Group, Inc. IV • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March 4, 2021, is made and entered into by and among dMY Technology Group, Inc. IV, a Delaware corporation (the “Company”), dMY Sponsor IV, 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 • March 9th, 2021 • dMY Technology Group, Inc. IV • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of March 4, 2021 by and between dMY Technology Group, Inc. IV, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
dMY Technology Group, Inc. IVSecurities Subscription Agreement • February 17th, 2021 • dMY Technology Group, Inc. IV • Blank checks • New York
This agreement (the “Agreement”) is entered into as of December 15, 2020 by and between dMY Sponsor IV, LLC, a Delaware limited liability company (the “Subscriber” or “you”), and dMY Technology Group, Inc. IV, 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 7,187,500 shares of Class B common stock, $0.0001 par value per share (the “Shares”), up to 937,500 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 • February 17th, 2021 • dMY Technology Group, Inc. IV • Blank checks • Delaware
This INDEMNITY AGREEMENT (this “Agreement”) is made as of , 2021, by and between dMY Technology Group, Inc. IV, a Delaware corporation (the “Company”), and (“Indemnitee”).
dMY Technology Group, Inc. IV Las Vegas, NV 89144Underwriting Agreement • February 17th, 2021 • dMY Technology Group, Inc. IV • 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. IV, 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 28,750,000 of the Company’s units (including up to 4,666,667 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-fifth 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. IV and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated March 4, 2021Warrant Agreement • March 9th, 2021 • dMY Technology Group, Inc. IV • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated March 4, 2021, is by and between dMY Technology Group, Inc. IV, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”).
INDEMNIFICATION AND ADVANCEMENT AGREEMENTIndemnification Agreement • December 13th, 2021 • Planet Labs PBC • Radio & tv broadcasting & communications equipment • Delaware
This Indemnification and Advancement Agreement (“Agreement”) is made as of ________ __, 20__ by and between Planet Labs PBC, a Delaware public benefit corporation (the “Company”), and ______________, [a member of the Board of Directors/an officer/an employee/an agent/a fiduciary] of the Company (“Indemnitee”). This Agreement supersedes and replaces any and all previous agreements between the Company and Indemnitee covering indemnification and advancement.
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTWarrant Purchase Agreement • March 9th, 2021 • dMY Technology Group, Inc. IV • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of March 4, 2021 (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. IV, a Delaware corporation (the “Company”), and dMY Sponsor IV, LLC, a Delaware limited liability company (the “Purchaser”).
SUBSCRIPTION AGREEMENTSubscription Agreement • September 16th, 2021 • dMY Technology Group, Inc. IV • Radio & tv broadcasting & communications equipment • Delaware
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on September 13, 2021, by and between dMY Technology Group, Inc. IV, a Delaware corporation (the “Company”), and the undersigned subscriber (“Subscriber”).
dMY Technology Group, Inc. IV 30,000,000 Units Underwriting AgreementUnderwriting Agreement • March 9th, 2021 • dMY Technology Group, Inc. IV • Blank checks • New York
dMY Technology Group, Inc. IV, 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 30,000,000 units (the “Firm Units”) of the Company and, at the election of the Underwriters, up to 4,500,000 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”).
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 13th, 2021 • Planet Labs PBC • Radio & tv broadcasting & communications equipment • New York
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 7, 2021, is made and entered into by and among (i) Planet Labs PBC, a Delaware public benefit corporation (the “Company”) (formerly known as dMY Technology Group, Inc. IV, a Delaware corporation), (ii) dMY Sponsor IV, LLC, a Delaware limited liability company (the “Sponsor”), (iii) solely for purposes of Article I, Section 2.4.6 and Article V, (A) Niccolo de Masi and (B) Harry L. You (each, a “Sponsor Principal” and collectively, the “Sponsor Principals”), (iv) (A) Darla Anderson, (B) Francesca Luthi, and (C) Charles E. Wert (each, a “DMY Independent Director” and, collectively, the “DMY Independent Directors” and together with the Sponsor, the “DMY Holders” and each, a “DMY Holder”), and (v) certain former stockholders of Planet Labs Inc., a Delaware corporation (“Planet”) identified on the signature pages hereto (such stockholders, the “Planet Holders” and, collectively with the DMY Holde
AGREEMENT AND PLAN OF MERGER by and among DMY TECHNOLOGY GROUP, INC. IV, PHOTON MERGER SUB, INC., PHOTON MERGER SUB TWO, LLC, and PLANET LABS INC. dated as of July 7, 2021Merger Agreement • July 7th, 2021 • dMY Technology Group, Inc. IV • Blank checks • Delaware
This Agreement and Plan of Merger, dated as of July 7, 2021 (this “Agreement”), is made and entered into by and among dMY Technology Group, Inc. IV, a Delaware corporation (“Acquiror”), Photon Merger Sub, Inc., a Delaware corporation and a direct wholly owned Subsidiary of Acquiror (“First Merger Sub”), Photon Merger Sub Two, LLC, a Delaware limited liability company and direct, wholly-owned Subsidiary of Acquiror (“Second Merger Sub”) and Planet Labs Inc., a Delaware corporation (the “Company”).
dMY Technology Group, Inc. IV 25,000,000 Units Underwriting AgreementUnderwriting Agreement • February 17th, 2021 • dMY Technology Group, Inc. IV • Blank checks • New York
dMY Technology Group, Inc. IV, 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 25,000,000 units (the “Firm Units”) of the Company and, at the election of the Underwriters, up to 3,750,000 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”).
dMY Technology Group, Inc. IV Las Vegas, NV 89144Underwriting Agreement • March 9th, 2021 • dMY Technology Group, Inc. IV • 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. IV, 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 34,500,000 of the Company’s units (including up to 4,500,000 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-fifth 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
DMY TECHNOLOGY GROUP, INC. IV Las Vegas, NV 89144Administrative Services Agreement • March 9th, 2021 • dMY Technology Group, Inc. IV • Blank checks • New York
This letter agreement (this “Agreement”) by and among dMY Technology Group, Inc. IV (the “Company”) and dMY Sponsor IV, 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”):
SUPPORT AGREEMENTSupport Agreement • July 7th, 2021 • dMY Technology Group, Inc. IV • Blank checks • Delaware
This Support Agreement (this “Agreement”), dated as of July 7, 2021, is entered into by and among dMY Technology Group, Inc. IV, a Delaware corporation (“Acquiror”), Planet Labs Inc., a Delaware corporation (the “Company”), and certain of the stockholders of the Company, whose names appear on the signature pages of this Agreement (such stockholders, the “Stockholders”, and Acquiror, the Company and the Stockholders, each a “Party”, and collectively, the “Parties”).
LOCKUP AGREEMENT [Form for Company Founders]Lockup Agreement • July 7th, 2021 • dMY Technology Group, Inc. IV • Blank checks • Delaware
This Lockup Agreement is dated as of [•], 202[•] and is between [PUBCO]1, a Delaware corporation (the “Company”) (f/k/a dMY Technology Group, Inc. IV), dMY Sponsor IV, LLC, a Delaware limited liability company (the “Sponsor”), each of the stockholder parties identified on Exhibit A hereto and the other Persons who enter into a joinder to this Agreement substantially in the form of Exhibit B hereto with the Company in order to become a “Stockholder Party” for purposes of this Agreement (the foregoing Persons other than the Sponsor collectively, the “Stockholder Parties”). Capitalized terms used but not defined herein shall have the meanings assigned to them in the Merger Agreement (as defined below).
Planet Labs Federal Inc. ADVISORY AGREEMENTAdvisory Agreement • June 6th, 2024 • Planet Labs PBC • Radio & tv broadcasting & communications equipment • California
LOCKUP AGREEMENT [Form for Sponsor and SPAC D&O]Lockup Agreement • July 7th, 2021 • dMY Technology Group, Inc. IV • Blank checks • Delaware
This Lockup Agreement is dated as of [•], 202[•] and is between [PUBCO]1, a Delaware corporation (the “Company”) (f/k/a dMY Technology Group, Inc. IV), dMY Sponsor IV, LLC, a Delaware limited liability company (the “Sponsor”), each of the stockholder parties identified on Exhibit A hereto and the other Persons who enter into a joinder to this Agreement substantially in the form of Exhibit B2 hereto with the Company in order to become a “Stockholder Party” for purposes of this Agreement (collectively, the “Stockholder Parties”). Capitalized terms used but not defined herein shall have the meanings assigned to them in the Merger Agreement (as defined below).
SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • July 7th, 2021 • dMY Technology Group, Inc. IV • Blank checks • Delaware
This Sponsor Support Agreement (this “Sponsor Agreement”) is dated as of July 7, 2021, by and among dMY Sponsor IV, LLC, a Delaware limited liability company (the “Sponsor”), dMY Technology Group, Inc. IV, a Delaware corporation (“Acquiror”), Planet Labs Inc., a Delaware corporation (the “Company”) and the directors and executive officers of the Sponsor whose names appear on the signature pages of this Sponsor Agreement (such stockholders and affiliates, the “Insiders”, and together with the “Sponsor”, the “Sponsor Parties” and individually, a “Sponsor Party”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement.
FIRM / AFFILIATE OFFICES Beijing Moscow Boston Munich Brussels New York Century City Orange County Chicago Paris Dubai Riyadh Düsseldorf San Diego Frankfurt San Francisco November 1, 2021 Hamburg Seoul Hong Kong Shanghai Houston Silicon Valley London...Agreement and Plan of Merger • November 1st, 2021 • dMY Technology Group, Inc. IV • Radio & tv broadcasting & communications equipment
We have acted as special tax counsel to Planet Labs, Inc., a Delaware corporation (“Company”), in connection with the Agreement and Plan of Merger, dated as of July 7, 2021 (the “Merger Agreement”), by and among dMY Technology Group, Inc., a Delaware corporation (“Parent”), Photon Merger Sub, Inc., a Delaware corporation and direct, wholly-owned subsidiary of Parent (“Merger Sub I”), Photon Merger Sub Two, LLC, a Delaware limited liability company and a direct, wholly-owned subsidiary of Parent (“Merger Sub II”), and Company. This opinion is being delivered in connection with the registration statement on Form S-4, filed with the Securities and Exchange Commission, as amended and supplemented through the date hereof (the “Registration Statement”), of Parent, including the proxy statement/prospectus forming a part thereof (the “Proxy Statement/Prospectus”), relating to the transactions contemplated by the Merger Agreement. Capitalized terms not defined herein have the meanings specified
Planet Labs PBC ADVISORY AGREEMENTAdvisory Agreement • June 6th, 2024 • Planet Labs PBC • Radio & tv broadcasting & communications equipment • California
