FORM OF INDEMNITY AGREEMENTForm of Indemnity Agreement • September 12th, 2022 • dMY Squared Technology Group, Inc. • Blank checks • Massachusetts
This INDEMNITY AGREEMENT (this “Agreement”) is made as of , 2022, by and between dMY Squared Technology Group, Inc., a Massachusetts corporation (the “Company”), and (“Indemnitee”).
FORM OF WARRANT AGREEMENT DMY SQUARED TECHNOLOGY GROUP, INC. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated , 2022Warrant Agreement • September 12th, 2022 • dMY Squared Technology Group, Inc. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated , 2022, is by and between dMY Squared Technology Group, Inc., a Massachusetts corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”).
FORM OF REGISTRATION RIGHTS AGREEMENTForm of Registration Rights Agreement • September 12th, 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.Securities Subscription Agreement • September 12th, 2022 • dMY Squared Technology Group, Inc. • Blank checks • New York
This agreement (the “Agreement”) is entered into as of March 3, 2022 by and between dMY Squared Sponsor, LLC, a Delaware limited liability company (the “Subscriber” or “you”), and dMY Squared Technology Group, Inc., a Massachusetts corporation (the “Company”, “we” or “us”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to subscribe for and purchase two million eight hundred seventy-five thousand (2,875,000) shares of Class B common stock, $0.0001 par value per share (the “Shares”), up to three hundred seventy-five thousand (375,000) 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’s and the Subscriber’s agreements regarding such Shares are as follows:
FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • September 12th, 2022 • dMY Squared Technology Group, Inc. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of , 2022 by and between dMY Squared Technology Group, Inc., a Massachusetts corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
dMY Squared Technology Group, Inc. 7,500,000 Units* Underwriting AgreementUnderwriting Agreement • September 12th, 2022 • dMY Squared Technology Group, Inc. • Blank checks • New York
dMY Squared Technology Group, Inc., a Massachusetts 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 7,500,000 units (the “Firm Units”) of the Company and, at the election of the Underwriters, up to 1,125,000 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”).
FORM OF PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTWarrants Purchase Agreement • September 12th, 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 89144 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • September 12th, 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 eight million six hundred twenty-five thousand (8,625,000) of the Company’s units (including up to one million one hundred twenty-five thousand (1,125,000) 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 wil
DMY SQUARED TECHNOLOGY GROUP, INC. Las Vegas, NV 89144Letter Agreement • September 12th, 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 NYSE American (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”):
SUBSCRIBER FORFEITURE AND AMENDMENT NO.1 TO THE SECURITIES SUBSCRIPTION AGREEMENTSecurities Subscription Agreement • September 12th, 2022 • dMY Squared Technology Group, Inc. • Blank checks • New York
This Subscriber Forfeiture and Amendment No. 1 to the Securities Subscription Agreement (the “Agreement”) is entered into as of September 8, 2022 by and between dMY Squared Sponsor, LLC, a Delaware limited liability company (the “Subscriber”), and dMY Squared Technology Group, Inc., a Massachusetts corporation (the “Company”).
