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 • October 16th, 2020 • dMY Technology Group, Inc. III • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of , 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 • October 16th, 2020 • dMY Technology Group, Inc. III • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of , 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 • October 16th, 2020 • dMY Technology Group, Inc. III • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of , 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 , 2020Warrant Agreement • October 16th, 2020 • dMY Technology Group, Inc. III • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated , 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”).
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 25,000,000 Units Underwriting AgreementUnderwriting Agreement • October 16th, 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 25,000,000 units (the “Firm Units”) of the Company and, at the election of the Underwriters, up to 3,750,000 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 • 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”):
