dMY Technology Group, Inc.
November 27, 2019
dMY Sponsor, LLC
RE: Securities Subscription Agreement
Ladies and Gentlemen:
This agreement (the Agreement) is entered into as of November 27, 2019 by and between dMY Sponsor, LLC, a Delaware limited liability company (the Subscriber or you), and dMY Technology Group, Inc., 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 5,750,000 shares of Class B common stock, $0.0001 par value per share (the Shares), up to 750,000 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 and the Subscribers agreements regarding such Shares are as follows:
1. Purchase of Securities.
1.1. Purchase of Shares. For the sum of $25,000 (the Purchase Price), which the Company acknowledges receiving in cash, the Company hereby issues the Shares to the Subscriber, and the Subscriber hereby purchases the Shares from the Company, subject to forfeiture, on the terms and subject to the conditions set forth in this Agreement. Concurrently with the Subscribers execution of this Agreement, the Company shall, at its option, deliver to the Subscriber a certificate registered in the Subscribers name representing the shares (the Original Certificate), or effect such delivery in book-entry form.
2. Representations, Warranties and Agreements.
2.1. Subscribers Representations, Warranties and Agreements. To induce the Company to issue the Shares to the Subscriber, the Subscriber hereby represents and warrants to the Company and agrees with the Company as follows:
2.1.1. No Government Recommendation or Approval. The Subscriber understands that no federal or state agency has passed upon or made any recommendation or endorsement of the offering of the Shares.
2.1.2. No Conflicts. The execution, delivery and performance of this Agreement and the consummation by the Subscriber of the transactions contemplated hereby do not violate, conflict with or constitute a default under (i) the formation and governing documents of the Subscriber, (ii) any agreement, indenture or instrument to which the Subscriber is a party or (iii) any law, statute, rule or regulation to which the Subscriber is subject, or any agreement, order, judgment or decree to which the Subscriber is subject.