FOUNDER HOLDERS CONSENT LETTERLetter • October 27th, 2020 • dMY Technology Group, Inc. II • Blank checks • Delaware
This FOUNDER HOLDERS CONSENT LETTER (this “Consent”) is entered into as of October 27, 2020, between Galileo NewCo Limited, a company incorporated under the laws of Guernsey (“NewCo”), Maven Topco Limited, a company incorporated under the laws of Guernsey (the “Company”), dMY Technology Group, Inc. II, a Delaware corporation (“dMY”), dMY Sponsor II, LLC, a Delaware limited liability company (the “Sponsor”) and each holder (each, a “Founder Holder” and, collectively, the “Founder Holders”) of the issued and outstanding shares of Class B common stock of dMY, par value $0.0001 per share (the “dMY Class B Common Stock”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Business Combination Agreement (as defined below).
FOUNDER HOLDERS FORFEITURE AGREEMENTFounder Holders Forfeiture Agreement • October 27th, 2020 • dMY Technology Group, Inc. II • Blank checks
Reference is made to that certain Business Combination Agreement, dated as of October 27, 2020, by and among dMY Technology Group, Inc. II, a Delaware corporation (“dMY”), Maven Topco Limited, a company incorporated under the laws of Guernsey (the “Company”), Maven Midco Limited, a private limited company incorporated under the laws of England and Wales (“MidCo”), Galileo NewCo Limited, a company incorporated under the laws of Guernsey (“NewCo”), Genius Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of NewCo (“Merger Sub”) and dMY Sponsor II, LLC, a Delaware limited liability company (the “Sponsor”) (as may be further amended, restated, amended and restated, modified, or supplemented from to time, the “Combination Agreement”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Combination Agreement.
