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. 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”).
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”).
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”):
