SUBSCRIPTION AGREEMENTSubscription Agreement • July 7th, 2021 • dMY Technology Group, Inc. IV • Blank checks • Delaware
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on July 7, 2021, by and between dMY Technology Group, Inc. IV, a Delaware corporation (the “Company”), and the undersigned subscriber (“Subscriber”).
FORM OF AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 7th, 2021 • dMY Technology Group, Inc. IV • Blank checks • New York
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July 7, 2021, is made and entered into by and among (i) [PUBCO], a Delaware 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 Holders, and any person or entit
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, 2021Agreement and Plan of Merger • 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”).
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).
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.
