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”).
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”.
