This SUBSCRIPTION AGREEMENT (this Subscription Agreement) is entered into on March 7, 2021, by and between dMY Technology Group, Inc. III and any successor thereto (the Company), a Delaware corporation, and the undersigned subscriber (Subscriber).
WHEREAS, concurrently with the execution of this Subscription Agreement, the Company is entering into a definitive agreement with IonQ, Inc, a Delaware corporation (IonQ), and the other parties thereto, in substantially the form previously provided to Subscriber, providing for the combination of the Company and IonQ (as may be amended or supplemented from time to time, the Transaction Agreement, and the transactions contemplated by the Transaction Agreement, the Transaction);
WHEREAS, in connection with the Transaction, Subscriber desires to subscribe for and purchase from the Company, immediately prior to the consummation of the Transaction, that number of shares of the Companys Class A common stock, par value $0.0001 per share (the Shares or Class A common stock), set forth on the signature page hereto (the Subscribed Shares) for a purchase price of $10.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) (the Per Share Price and the aggregate of such Per Share Price for all Subscribed Shares being referred to herein as the Purchase Price), and the Company desires to issue and sell to Subscriber the Subscribed Shares in consideration of the payment of the Purchase Price by or on behalf of Subscriber to the Company at or prior to the Closing Date (as defined herein); and
WHEREAS, on or about the date of this Subscription Agreement, the Company is entering into subscription agreements (the Other Subscription Agreements and together with the Subscription Agreement, the Subscription Agreements) with certain other investors (the Other Subscribers and together with Subscriber, the Subscribers), pursuant to which such Subscribers have agreed to purchase on the closing date of the Transaction, inclusive of the Subscribed Shares, an aggregate amount of up to 35,000,000 Shares, at the Per Share Price (the shares of the Other Subscribers, the Other Subscribed Shares and together with the Subscribed Shares, the Collective Subscribed Shares).
NOW, THEREFORE, in consideration of the foregoing and the mutual representations, warranties and covenants, and subject to the conditions, herein contained, and intending to be legally bound hereby, the parties hereto hereby agree as follows:
Section 1 Subscription. Subject to the terms and conditions hereof, at the Closing (as defined below), Subscriber hereby agrees to subscribe for and purchase, and the Company hereby agrees to issue and sell to Subscriber, upon the payment of the Purchase Price, the Subscribed Shares (such subscription and issuance, the Subscription).
Section 2 Closing.
(a) The consummation of the Subscription contemplated hereby (the Closing) shall occur on the closing date of the Transaction (the Closing Date), immediately prior to or substantially concurrently with, but in any event not after, the consummation of the Transaction.