INDEMNITY AGREEMENTIndemnity Agreement • October 16th, 2020 • dMY Technology Group, Inc. III • Blank checks • Delaware
This INDEMNITY AGREEMENT (this “Agreement”) is made as of ___________, 2020, by and between dMY Technology Group, Inc. III, a Delaware corporation (the “Company”), and ___________ (“Indemnitee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 17th, 2020 • dMY Technology Group, Inc. III • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of November 12, 2020, is made and entered into by and among dMY Technology Group, Inc. III, a Delaware corporation (the “Company”), dMY Sponsor III, 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 • November 17th, 2020 • dMY Technology Group, Inc. III • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of November 12, 2020 by and between dMY Technology Group, Inc. III, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • November 17th, 2020 • dMY Technology Group, Inc. III • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of November 12, 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. III, a Delaware corporation (the “Company”), and dMY Sponsor III, LLC, a Delaware limited liability company (the “Purchaser”).
dMY Technology Group, Inc. III Las Vegas, NV 89144Letter Agreement • October 16th, 2020 • dMY Technology Group, Inc. III • 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. III, 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-fourth 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
WARRANT AGREEMENT DMY TECHNOLOGY GROUP, INC. III and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated November 12, 2020Warrant Agreement • November 17th, 2020 • dMY Technology Group, Inc. III • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated November 12, 2020, is by and between dMY Technology Group, Inc. III, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”).
IONQ, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • October 4th, 2021 • IonQ, Inc. • Services-computer integrated systems design • Delaware
This INDEMNIFICATION AGREEMENT (this “Agreement”) is dated as of _________________, 20__ and is between IonQ, Inc., a Delaware corporation (the “Company”), and ______________ (“Indemnitee”).
SUBSCRIPTION AGREEMENT [Financial Investors]Subscription Agreement • March 8th, 2021 • dMY Technology Group, Inc. III • Blank checks
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on March 7, 2021, by and between dMY Technology Group, Inc. III (the “Company”), a Delaware corporation, and the undersigned subscriber (“Subscriber”).
dMY Technology Group, Inc. IIISecurities Subscription Agreement • October 16th, 2020 • dMY Technology Group, Inc. III • Blank checks • New York
This agreement (the “Agreement”) is entered into as of September 14, 2020 by and between dMY Sponsor III, LLC, a Delaware limited liability company (the “Subscriber” or “you”), and dMY Technology Group, Inc. III, 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:
dMY Technology Group, Inc. III 27,500,000 Units Underwriting AgreementUnderwriting Agreement • November 17th, 2020 • dMY Technology Group, Inc. III • Blank checks • New York
dMY Technology Group, Inc. III, 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 27,500,000 units (the “Firm Units”) of the Company and, at the election of the Underwriters, up to 4,125,000 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. III Las Vegas, NV 89144Letter Agreement • November 17th, 2020 • dMY Technology Group, Inc. III • 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. III, 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 31,625,000 of the Company’s units (including up to 4,125,000 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-fourth 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
DMY TECHNOLOGY GROUP, INC. III Las Vegas, NV 89144Letter Agreement • October 16th, 2020 • dMY Technology Group, Inc. III • Blank checks • New York
This letter agreement (this “Agreement”) by and among dMY Technology Group, Inc. III (the “Company”) and dMY Sponsor III, 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”):
Certain identified information marked with [***] has been excluded from the exhibit because it is both not material and is the type that the registrant treats as private or confidential. AMENDMENT #3 TO EXCLUSIVE LICENSE AGREEMENT BETWEEN IONQ, INC....Exclusive License Agreement • May 16th, 2022 • IonQ, Inc. • Services-computer integrated systems design
This Amendment #3 to the Exclusive License Agreement (Amendment) entered into by and between the University of Maryland (UMD) and IonQ, Inc. (Licensee) is effective as of the date of last signature below.
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 4th, 2021 • IonQ, Inc. • Services-computer integrated systems design • Delaware
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (as it may be amended, supplemented or restated from time to time in accordance with the terms of this Registration Rights Agreement, the “Agreement”), dated as of September 30, 2021 (the “Effective Date”), is made by and among:
EXCLUSIVE OPTION AGREEMENTExclusive Option Agreement • June 17th, 2021 • dMY Technology Group, Inc. III • Services-computer integrated systems design • Maryland
This Exclusive Option Agreement (Option Agreement) is entered into as of July 15, 2016 (“Effective Date”) by and between the UNIVERSITY OF MARYLAND, a constituent institution of the University System of Maryland, itself a public agency and instrumentality of the State of Maryland, U.S.A., (UMD), through its Office of Technology Commercialization (OTC) having a principal place of business at 2130 Mitchell Building, 7999 Regents Dr., College Park, MD 20742, and ionQ, Inc., a corporation organized under the laws of the State of Delaware (hereinafter referred to as “LICENSEE”) and having a principal place of business at 10206 Brightsone Place, Ellicott City, MD 21042.
SECOND AMENDMENT TO OPTION AGREEMENTOption Agreement • June 17th, 2021 • dMY Technology Group, Inc. III • Services-computer integrated systems design
This Second Amendment to the Option Agreement dated March 19, 2021 (“Amendment Effective Date”) is by and between ionQ, Inc. (“Licensee”) and Duke University (“DUKE”).
DMY TECHNOLOGY GROUP, INC. III Las Vegas, NV 89144Letter Agreement • November 17th, 2020 • dMY Technology Group, Inc. III • Blank checks • New York
This letter agreement (this “Agreement”) by and among dMY Technology Group, Inc. III (the “Company”) and dMY Sponsor III, 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”):
AMENDMENT # 3 TO EXCLUSIVE LICENSE AGREEMENT BETWEEN IONQ, INC. DUKE UNIVERSITY AND UNIVERSITIY OF MARYLANDExclusive License Agreement • June 17th, 2021 • dMY Technology Group, Inc. III • Services-computer integrated systems design
This Amendment #3 to the Exclusive License Agreement entered into by and between Duke University, a nonprofit educational and research institution organized under the laws of North Carolina (“DUKE”) and IonQ, Inc. (“Licensee”) is effective as of the date of last signature below.
AMENDMENT # 4 TO EXCLUSIVE LICENSE AGREEMENT BETWEEN IONQ, INC. DUKE UNIVERSITY AND UNIVERSITIY OF MARYLANDExclusive License Agreement • June 17th, 2021 • dMY Technology Group, Inc. III • Services-computer integrated systems design
This Amendment #4 to the Exclusive License Agreement entered into by and between Duke University, a nonprofit educational and research institution organized under the laws of North Carolina (“DUKE”) and IonQ, Inc. (“Licensee”) is effective as of the date of last signature below.
FORM OF STOCK ISSUANCE AGREEMENTForm of Stock Issuance Agreement • June 17th, 2021 • dMY Technology Group, Inc. III • Services-computer integrated systems design • Delaware
THIS STOCK ISSUANCE AGREEMENT (“Agreement”) is made as of the ____ day of ________ (the “Effective Date”) by and between IONQ, INC., a Delaware corporation (the “Company”), and [UNIVERSITY OF MARYLAND][DUKE UNIVERSITY] (“University”).
IONQ - DUKE EXCLUSIVE OPTION AGREEMENTDuke Exclusive Option Agreement • June 17th, 2021 • dMY Technology Group, Inc. III • Services-computer integrated systems design • Maryland
This Exclusive Option Agreement (Option Agreement) is entered into as of July 15, 2016 (“Effective Date”) by and between DUKE UNIVERSITY, a nonprofit educational and research institution organized under the laws of North Carolina (“DUKE”), and ionQ, Inc., a corporation organized under the laws of the State of Delaware (hereinafter referred to as “LICENSEE”) and having a principal place of business at 10206 Brightstone Place, Ellicott City, MD 21042.
AGREEMENT AND PLAN OF MERGER by and among DMY TECHNOLOGY GROUP, INC. III, ION TRAP ACQUISITION INC. and IONQ, INC. DATED AS OF MARCH 7, 2021Agreement and Plan of Merger • March 8th, 2021 • dMY Technology Group, Inc. III • Blank checks • Delaware
This Agreement and Plan of Merger (this “Agreement”) is made and entered into as of March 7, 2021, by and among (i) dMY Technology Group, Inc. III, a Delaware corporation (“dMY”), (ii) IonQ, Inc., a Delaware corporation (the “Company”) and (iii) Ion Trap Acquisition Inc., a Delaware corporation and a wholly owned subsidiary of dMY (“Merger Sub”). Each of dMY, the Company and Merger Sub is also referred to herein as a “Party” and, collectively, as the “Parties”.
FIRST AMENDMENT TO OPTION AGREEMENTOption Agreement • June 17th, 2021 • dMY Technology Group, Inc. III • Services-computer integrated systems design
This First Amendment to Option Agreement dated December 18, 2020 (“Amendment Effective Date”) is by and between ionQ, Inc. (“Licensee”) and Duke University (“DUKE”).
AMENDMENT # 5 TO EXCLUSIVE LICENSE AGREEMENT BETWEEN IONQ, INC. DUKE UNIVERSITY AND UNIVERSITIY OF MARYLANDExclusive License Agreement • March 28th, 2022 • IonQ, Inc. • Services-computer integrated systems design
This Amendment #5 to the Exclusive License Agreement entered into by and between Duke University, a nonprofit educational and research institution organized under the laws of North Carolina (“DUKE”) and IonQ, Inc. (“Licensee”) is effective as of the date of last signature below.
Certain identified information marked with [***] has been excluded from the exhibit because it is both not material and is the type that the registrant treats as private or confidential. AMENDMENT #1 TO EXCLUSIVE LICENSE AGREEMENT BETWEEN IONQ, INC....Exclusive License Agreement • June 17th, 2021 • dMY Technology Group, Inc. III • Services-computer integrated systems design
This Amendment #1 to the Exclusive License Agreement (Amendment) entered into by and between the University of Maryland (UMD) and ionQ, Inc. (Licensee) is effective as of the date of last signature below.
Certain identified information marked with [***] has been excluded from the exhibit because it is both not material and is the type that the registrant treats as private or confidential. AMENDMENT # 6 TO EXCLUSIVE LICENSE AGREEMENT BETWEEN IONQ, INC.,...Exclusive License Agreement • March 30th, 2023 • IonQ, Inc. • Services-computer integrated systems design
This Amendment #6 to the Exclusive License Agreement entered into by and between Duke University, a nonprofit educational and research institution organized under the laws of North Carolina (“DUKE”) and IonQ, Inc. (“Licensee”) is effective as of the date of last signature below.
STOCKHOLDER SUPPORT AGREEMENTStockholder Support Agreement • March 8th, 2021 • dMY Technology Group, Inc. III • Blank checks • Delaware
This Stockholder Support Agreement (this “Agreement”) is dated as of March 7, 2021, by and among dMY Technology Group, Inc. III, a Delaware corporation (“dMY”), the Persons set forth on Schedule I hereto (each, a “Company Stockholder” and, collectively, the “Company Stockholders”), and IonQ, Inc., a Delaware corporation (the “Company”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).
CERTAIN INFORMATION IN THIS EXHIBIT IDENTIFIED BY [***] IS CONFIDENTIAL AND HAS BEEN EXCLUDED BECAUSE IT (I) IS NOT MATERIAL AND (II) THE REGISTRANT CUSTOMARILY AND ACTUALLY TREATS THAT INFORMATION AS PRIVATE OR CONFIDENTIAL.] September 8, 2023 Laurie...IonQ, Inc. • November 9th, 2023 • Services-computer integrated systems design
This letter sets forth the substance of the separation agreement (the “Agreement”) which IonQ, Inc. (the “Company”) is offering to you to aid in your employment transition.
AMENDMENT #1 TO EXCLUSIVE LICENSE AGREEMENT BETWEEN IONQ, INC. DUKE UNIVERSITY AND UNIVERSITY OF MARYLANDExclusive License Agreement • June 17th, 2021 • dMY Technology Group, Inc. III • Services-computer integrated systems design
This Amendment #1 to the Exclusive License Agreement entered into by and between Duke University, a nonprofit educational and research institution organized under the laws of North Carolina (“DUKE”) and ionQ, Inc. (“Licensee”) is effective as of the date of last signature below.
IONQ, INC. RSU AWARD GRANT NOTICE (2021 EQUITY INCENTIVE PLAN)Award Agreement • March 28th, 2022 • IonQ, Inc. • Services-computer integrated systems design
IonQ, Inc. (the “Company”) has awarded to you (the “Participant”) the number of restricted stock units specified and on the terms set forth below in consideration of your services (the “RSU Award”). Your RSU Award is subject to all of the terms and conditions as set forth herein and in the IonQ, Inc. 2021 Equity Incentive Plan (the “Plan”) and the Award Agreement (the “Award Agreement”), which are attached hereto and incorporated herein in their entirety. Capitalized terms not explicitly defined herein but defined in the Plan or the Award Agreement shall have the meanings set forth in the Plan or the Award Agreement.
AMENDED AND RESTATED OFFICE LEASE UNIVERSITY OF MARYLAND, COLLEGE PARK and IONQ, INC. March 12, 2020Office Lease • October 4th, 2021 • IonQ, Inc. • Services-computer integrated systems design
THIS AMENDED AND RESTATED OFFICE LEASE (“Lease”) is made and entered into by and between the UNIVERSITY OF MARYLAND, COLLEGE PARK, a public corporation and instrumentality of the State of Maryland (“Landlord”) and IONQ, INC., a Delaware corporation (“Tenant”), as of March 12, 2020 (the “Effective Date”).
LICENSE AGREEMENTLicense Agreement • June 17th, 2021 • dMY Technology Group, Inc. III • Services-computer integrated systems design • Maryland
This AGREEMENT is entered into by and between the UNIVERSITY OF MARYLAND, a constituent institution of the University System of Maryland, itself a public agency and instrumentality of the State of Maryland, U.S.A., (hereinafter referred to as “UMD”), through its Office of Technology Commercialization (“OTC”) having a principal place of business at 2130 Mitchell Building, 7999 Regents Dr., College Park, MD 20742, Duke University, a private institution of higher education (hereinafter referred to as “Duke”), having a principal place of business at Durham, NC 27710, and ionQ, a corporation organized under the laws of the State of Delaware (hereinafter referred to as “Licensee”) and having a principal place of business at 10206 Brightsone Place, Ellicott City, MD 21042.
AMENDMENT # 7 TO EXCLUSIVE LICENSE AGREEMENT BETWEEN IONQ, INC., DUKE UNIVERSITY AND UNIVERSITIY OF MARYLANDExclusive License Agreement • February 28th, 2024 • IonQ, Inc. • Services-computer integrated systems design
This Amendment #7 to the Exclusive License Agreement entered into by and between Duke University, a nonprofit educational and research institution organized under the laws of North Carolina ("DUKE") and IonQ, Inc. (“Licensee”) is effective as of the date of last signature below.
SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • March 8th, 2021 • dMY Technology Group, Inc. III • Blank checks • Delaware
This Sponsor Support Agreement (this “Agreement”) is dated as of March 7, 2021, by and among dMY Technology Group, Inc. III, a Delaware corporation (“dMY”), dMY Sponsor III, LLC, a Delaware limited liability company (the “Sponsor”), each of the undersigned individuals, each of whom is a member of dMY’s board of directors and/or management team (each, an “Insider” and collectively, the “Insiders” and together with the Sponsor, the “dMY Holders”) and IonQ, Inc., a Delaware corporation (the “Company”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement (defined below).
AMENDMENT # 2 TO EXCLUSIVE LICENSE AGREEMENT BETWEEN IONQ, INC. DUKE UNIVERSITY AND UNIVERSITIY OF MARYLANDExclusive License Agreement • June 17th, 2021 • dMY Technology Group, Inc. III • Services-computer integrated systems design
This Amendment #2 to the Exclusive License Agreement entered into by and between Duke University, a nonprofit educational and research institution organized under the laws of North Carolina (“DUKE”) and IonQ, Inc. (“Licensee”) is effective as of the date of last signature below.
