This lock-up agreement (this Agreement) is made and entered into as of March 7, 2021 (the Effective Date), by and among (i) dMY Technology Group, Inc. III, a Delaware corporation (the Company), (ii) dMY Sponsor III, LLC, a Delaware limited liability company (the Sponsor), (iii) each of the parties listed on Schedule 1 attached hereto (the Management Holders), (iv) each of the parties listed on Schedule 2 attached hereto (the Sellers), and (v) Darla Anderson, Francesca Luthi, and Charles E. Wert (collectively, the dMY Independent Directors and together with the Sponsor, the Founder Holders). The Founder Holders, the Management Holders, the Sellers and any person or entity who hereafter becomes a party to this Agreement are referred to herein, individually, as a Securityholder and, collectively, as the Securityholders.
Capitalized terms used but not defined herein have the meanings ascribed in the Agreement and Plan of Merger (the MA) dated as of the date hereof, entered into by and among the Company, IonQ, Inc., a Delaware corporation (IonQ), and Ion Trap Acquisition Inc., a Delaware corporation and a wholly owned subsidiary of the Company (Merger Sub), pursuant to which, among other things, Merger Sub will be merged with and into IonQ (the Merger), with IonQ surviving the Merger as a wholly owned subsidiary of the Company.
WHEREAS, pursuant to the MA, and in view of the valuable consideration to be received by the parties thereunder, the parties desire to enter into this Agreement, pursuant to which the Lock-up Shares (as defined below) shall become subject to limitations on disposition as set forth herein.
NOW, THEREFORE, in consideration of the premises set forth above, which are incorporated in this Agreement as if fully set forth below, and intending to be legally bound hereby, the parties hereby agree as follows:
1. Subject to the exceptions set forth herein, the Securityholders agree not to, without the prior written consent of the board of directors of the Company, (i) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option, right or warrant to purchase or otherwise transfer, dispose of or agree to transfer or dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the Exchange Act), and the rules and regulations of the Securities and Exchange Commission promulgated thereunder, any shares of the Companys Common Stock, par value $0.0001 per share (the Common Stock) held by it immediately after the Effective Time (including Common Stock acquired as part of the PIPE Investment or issued in exchange for, or on conversion or exercise of, any securities issued as part of the PIPE Investment), any shares of Common Stock issuable upon the exercise of options to purchase shares of Common Stock held by it immediately after the Effective Time, or any securities convertible into or exercisable or exchangeable for Common Stock held by it immediately after the Effective Time (the Lock-up Shares), (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any of the Lock-up Shares, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise or (iii) publicly announce any intention to effect any transaction specified in clause (i) or (ii) (the actions specified in clauses (i)-(iii), collectively, Transfer) during the period beginning on the Closing Date and ending on the date described in Paragraph 3 (the Lock-Up Period).
2. The restrictions set forth in paragraph 1 shall not apply to:
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in the case of an entity, a Transfer (A) to another entity that is an affiliate (as defined in Rule 405 promulgated under the Securities Act of 1933, as amended) of the undersigned, or to any investment fund or other entity controlling, controlled by, managing or managed by or under common control with the undersigned or affiliates of the undersigned or who shares a common investment advisor with the undersigned or (B) as part of a distribution to members, partners or shareholders of the undersigned;