REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT (this Agreement), dated as of October 5, 2021, is made and entered into by and among dMY Technology Group, Inc. VI, a Delaware corporation (the Company), dMY Sponsor VI, 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).
WHEREAS, the Company has 6,037,500 shares of Class B common stock, par value $0.0001 per share (the Founder Shares), issued and outstanding, up to 787,500 of which will be forfeited to the Company for no consideration depending on the extent to which the underwriters of the Companys initial public offering exercise their over-allotment option;
WHEREAS, the Founder Shares are convertible into shares of the Companys Class A common stock, par value $0.0001 per share (the Common Stock), on the terms and conditions provided in the Companys amended and restated certificate of incorporation (the Charter);
WHEREAS, on October 5, 2021, the Company and the Sponsor entered into that certain Private Placement Warrants Purchase Agreement (the Private Placement Warrants Purchase Agreement), pursuant to which the Sponsor agreed to purchase 6,200,000 private placement warrants (or up to 6,830,000 warrants to the extent that the over-allotment option in connection with the Companys initial public offering is exercised) (the Private Placement Warrants) in a private placement transaction occurring simultaneously with the closing of the Companys initial public offering;
WHEREAS, in order to finance the Companys transaction costs in connection with its search for and consummation of an initial Business Combination (as defined below), the Sponsor or an affiliate of the Sponsor or certain of the Companys officers and directors may loan to the Company funds as the Company may require, of which up to $1,500,000 of such loans may be convertible into private placement-equivalent warrants (Working Capital Warrants) at a price of $1.00 per warrant at the option of the lender;
WHEREAS, under the Charter, subject to the Sponsor satisfying the conditions set forth in Section 9.1(a) thereof, if the Company anticipates that it may not be able to consummate an initial business combination within 18 months, it may, but is not obligated to, by resolution of the Board if requested by the Sponsor, extend the period of time to consummate the initial business combination once by an additional three months (for a total of 21 months to complete an initial business combination);
WHEREAS, as a condition to extending the period of time to consummate the initial business combination from 18 months to 21 months, the Sponsor or its affiliates or designees, upon five days advance notice prior to the initial deadline, must deposit into the Trust Account $2,100,000 (or $2,415,000 if the Underwriters exercise their over-allotment option in full ($0.10 per share of Class A common stock in either case), adjusted proportionately in the case of a partial exercise), on or prior to the date of the initial deadline (the Extension Loans);
WHEREAS, the Extension Loans may be converted in whole or in part, at the option of the Sponsor or its affiliates or designees, as applicable, into warrants at a price of $1.00 per warrant (the Extension Warrants); and
WHEREAS, the Company and the Holders desire to enter into this Agreement, pursuant to which the Company shall grant the Holders certain registration rights with respect to certain securities of the Company, as set forth in this Agreement.