FORM OF REGISTRATION RIGHTS AGREEMENTForm of Registration Rights Agreement • July 7th, 2022 • dMY Squared Technology Group, Inc. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of , 2022, is made and entered into by and among dMY Squared Technology Group, Inc., a Massachusetts corporation (the “Company”), dMY Squared 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”).
dMY Squared Technology Group, Inc. Las Vegas, NV 89144 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • July 7th, 2022 • dMY Squared 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 dMY Squared Technology Group, Inc., a Massachusetts corporation (the “Company”), and Needham & Company, LLC, as underwriter (the “Underwriter”), relating to an underwritten initial public offering (the “Public Offering”), of up to eleven million five hundred thousand (11,500,000) of the Company’s units (including up to one million five hundred thousand (1,500,000) units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one (1) share of the Company’s Class A common stock, par value $0.0001 per share (the “Shares”), and one-half of one redeemable warrant. Each whole warrant (each, a “Public Warrant”) entitles the holder thereof to purchase one Share at a price of $11.50 per share, subject to adjustment as described in the Prospectus (as defined below). The Units will be sold in the Pub
FORM OF PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTWarrants Purchase Agreement • July 7th, 2022 • dMY Squared Technology Group, Inc. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of , 2022 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and among dMY Squared Technology Group, Inc., a Massachusetts corporation (the “Company”), and dMY Squared Sponsor, LLC, a Delaware limited liability company (the “Purchaser”).
DMY SQUARED TECHNOLOGY GROUP, INC. Las Vegas, NV 89144Letter Agreement • July 7th, 2022 • dMY Squared Technology Group, Inc. • Blank checks • New York
This letter agreement (this “Agreement”) by and among dMY Squared Technology Group, Inc. (the “Company”) and dMY Squared 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”):
