agreements and other terms of the Business Combination Agreement may be subject to subsequent waiver or modification. Moreover, information concerning the subject matter of the representations
and warranties and other terms may change after the date of the Business Combination Agreement, which subsequent information may or may not be fully reflected in dMYs public disclosures.
Other Agreements
The Business
Combination Agreement contemplates the execution of various additional agreements and instruments, on or before the Closing, including, among others, the below:
Founder Holders Forfeiture Agreement
In connection with the execution of the Business Combination Agreement, dMYs initial stockholders (including the Sponsor) (the
Founder Holders), NewCo and dMY have entered into the Founder Holders Forfeiture Agreement (the Founder Holders Forfeiture Agreement), pursuant to which the Founder Holders have agreed to forfeit
for no consideration up to 1,035,000 shares of dMY Class A Common Stock in the aggregate to the extent that the Minimum Cash does not equal at least $415,000,000 (as more fully described in the Founder Holders Forfeiture Agreement).
The foregoing description of the Founder Holders Forfeiture Agreement does not purport to be complete and is qualified in its entirety by the
terms and conditions of the Founder Holders Forfeiture Agreement, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
Founder Holders Consent Letter
In connection with the execution of the Business Combination Agreement, the Founder Holders, NewCo and dMY have entered into the Founder
Holders Consent Letter (the Founder Holders Consent Letter), pursuant to which, among other things, the Founder Holders have agreed to waive any and all anti-dilution rights described in dMYs Amended and Restated
Certificate of Incorporation with respect to the shares of dMY Class A common stock held by the Founder Holders (which shares of dMY Class A common stock are issued immediately prior to the Closing upon the automatic conversion of the
shares of dMY Class B common stock held by the Founder Holders).
The foregoing description of the Founder Holders Consent Letter
does not purport to be complete and is qualified in its entirety by the terms and conditions of the Founder Holders Consent Letter, a copy of which is attached hereto as Exhibit 10.2 and is incorporated herein by reference.
Investor Rights Agreement
At the Closing, dMY, the Founder Holders, Maven TopHoldings SARL (Apax), certain shareholders who are officers and
employees of the Target Companies (Management), certain other existing shareholders of the Company (the Co-Investors, and together with Apax and Management,
the Sellers), and NewCo will enter into an Investor Rights Agreement (the Investor Rights Agreement), pursuant to which, among other things, (i) dMY and the Founder Holders will agree to
terminate the Registration Rights Agreement, dated as of August 13, 2020, entered into in connection with dMYs initial public offering, (ii) NewCo will provide certain registration rights for the NewCo ordinary shares and NewCo
warrants held by the parties to the Investor Rights Agreement, (iii) at the Closing, the the board of directors of NewCo will be comprised of two directors designated by the Sponsor, six directors designated by the Sellers, and the Chief
Executive Officer of NewCo; (iv) Management, the Founder Holders, Apax and the Co-Investors will agree not to transfer, sell, assign or otherwise dispose of the NewCo ordinary shares held by such person
for 12 months following the Closing (with respect to Management and Founder Holders) and 6 months following the Closing (with respect to Apax and the Co-Investors), in each case subject to certain exceptions
and as more fully described in the Investor Rights Agreement.