WARRANT AGREEMENT ADMY TECHNOLOGY GROUP, INC. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated [ ], 2021Warrant Agreement • May 7th, 2021 • AdMY Technology Group, Inc. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated [] , 2021, is by and between AdMY Technology Group, Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • May 7th, 2021 • AdMY Technology Group, Inc. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of , 2021 by and between AdMY Technology Group, Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
AdMY Technology Group, Inc.Securities Subscription Agreement • May 7th, 2021 • AdMY Technology Group, Inc. • Blank checks • New York
This agreement (the “Agreement”) is entered into as of January 30, 2021 by and between AdMY Sponsor, LLC, a Delaware limited liability company (the “Subscriber” or “you”), and AdMY Technology Group, Inc., a Delaware corporation (the “Company”, “we” or “us”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to subscribe for and 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’s and the Subscriber’s agreements regarding such Shares are as follows:
INDEMNITY AGREEMENTIndemnity Agreement • May 7th, 2021 • AdMY Technology Group, Inc. • Blank checks • Delaware
This INDEMNITY AGREEMENT (this “Agreement”) is made as of , 2021, by and between AdMY Technology Group, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).
AdMY Technology Group, Inc. Las Vegas, NV 89144 Re: Initial Public Offering Ladies and Gentlemen:Underwriting Agreement • May 7th, 2021 • AdMY Technology Group, Inc. • 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 AdMY Technology Group, Inc., 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 3,750,000 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 bel
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTWarrant Purchase Agreement • May 7th, 2021 • AdMY Technology Group, Inc. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of , 2021 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and among AdMY Technology Group, Inc., a Delaware corporation (the “Company”), and AdMY Sponsor, LLC, a Delaware limited liability company (the “Purchaser”).
AdMY Technology Group, Inc. 25,000,000 Units Underwriting AgreementUnderwriting Agreement • May 7th, 2021 • AdMY Technology Group, Inc. • Blank checks • New York
AdMY Technology Group, Inc., 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”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 7th, 2021 • AdMY Technology Group, Inc. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of , 2021, is made and entered into by and among AdMY Technology Group, Inc., a Delaware corporation (the “Company”), AdMY Sponsor, 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”).
ADMY TECHNOLOGY GROUP, INC. Las Vegas, NV 89144Administrative Services Agreement • May 7th, 2021 • AdMY Technology Group, Inc. • Blank checks • New York
This letter agreement (this “Agreement”) by and among AdMY Technology Group, Inc. (the “Company”) and AdMY Sponsor, 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”):
