INDEMNITY AGREEMENTIndemnification Agreement • February 13th, 2020 • dMY Technology Group, Inc. • Blank checks • Delaware
This INDEMNITY AGREEMENT (this “Agreement”) is made as of _____, 2020, by and between dMY Technology Group, Inc., a Delaware corporation (the “Company”), and __________ (“Indemnitee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 25th, 2020 • dMY Technology Group, Inc. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February 20, 2020, is made and entered into by and among dMY Technology Group, Inc., a Delaware corporation (the “Company”), dMY Sponsor, 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”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • February 25th, 2020 • dMY Technology Group, Inc. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of February 20, 2020 by and between dMY Technology Group, Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
dMY Technology Group, Inc.Securities Subscription Agreement • February 13th, 2020 • dMY Technology Group, Inc. • Blank checks • New York
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 Subscriber’s agreements regarding such Shares are as follows:
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • February 13th, 2020 • dMY Technology Group, Inc. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of , 2020 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and among dMY Technology Group, Inc., a Delaware corporation (the “Company”), and dMY Sponsor, LLC, a Delaware limited liability company (the “Purchaser”).
dMY Technology Group, Inc. Las Vegas, NV 89144Underwriting Agreement • February 25th, 2020 • dMY Technology Group, Inc. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among dMY Technology Group, Inc., a Delaware corporation (the “Company”), and Goldman Sachs & Co. LLC and UBS Securities LLC, as representatives (the “Representatives”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 23,000,000 of the Company’s units (including up to 3,000,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), and one-half of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Class A Common Stock at a price of $11.50 per share, subject to adjustment as described in the Pro
WARRANT AGREEMENTWarrant Agreement • February 25th, 2020 • dMY Technology Group, Inc. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of February 20, 2020, is by and between dMY Technology Group, Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”, and also referred to herein as the “Transfer Agent”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • March 25th, 2021 • Rush Street Interactive, Inc. • Services-miscellaneous amusement & recreation • Delaware
This Indemnification Agreement ("Agreement"), dated as of ___________, is by and between Rush Street Interactive, Inc., a Delaware corporation (the "Company") and ___________ (the "Indemnitee").
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTWarrant Purchase Agreement • February 25th, 2020 • dMY Technology Group, Inc. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of February 20, 2020 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and among dMY Technology Group, Inc., a Delaware corporation (the “Company”), and dMY Sponsor, LLC, a Delaware limited liability company (the “Purchaser”).
FORM OF SUBSCRIPTION AGREEMENTSubscription Agreement • July 28th, 2020 • dMY Technology Group, Inc. • Blank checks • Delaware
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on July 27, 2020, by and among dMY Technology Group, Inc., a Delaware corporation (the “Company”), and each of the undersigned subscribers (each a “Subscriber”).
CONFIDENTIALITY AND RESTRICTIVE COVENANT AGREEMENTConfidentiality and Restrictive Covenant Agreement • March 7th, 2024 • Rush Street Interactive, Inc. • Services-miscellaneous amusement & recreation
This Confidentiality and Restrictive Covenant Agreement ("CRC Agreement") is made and effective this 5th day of March, 2024, by and between Rush Street Interactive L.P., a Delaware limited partnership (the "Company"), and Richard Schwartz ("Executive"). Executive and the Company are collectively referred to as the "Parties" or each individually as a "Party."
AMENDED & RESTATED BUSINESS COMBINATION AGREEMENT by and among DMY TECHNOLOGY GROUP, INC., RUSH STREET INTERACTIVE, LP, THE SELLERS SIGNATORY HERETO, DMY SPONSOR, LLC and RUSH STREET INTERACTIVE GP, LLC, IN ITS CAPACITY AS THE SELLERS’ REPRESENTATIVE...Business Combination Agreement • October 13th, 2020 • dMY Technology Group, Inc. • Blank checks • Delaware
This Amended & Restated Business Combination Agreement (as may be further amended, restated or amended and restated from time to time, this “Agreement”) is made and entered into as of October 9, 2020, by and among (i) dMY Technology Group, Inc., a Delaware corporation (the “Buyer”), (ii) Rush Street Interactive, LP, a Delaware limited partnership (the “Company”), (iii) the sellers set forth on the signatures pages hereto (collectively, the “Sellers” and each, a “Seller”), (iv) dMY Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), and (v) Rush Street Interactive GP, LLC, a Delaware limited liability company, in its capacity as the Sellers’ Representative (in such capacity, the “Sellers’ Representative”). Each of the Buyer, the Company, the Sponsor, the Sellers’ Representative and each Seller is also referred to herein as a “Party” and, collectively, as the “Parties”.
dMY Technology Group, Inc. 20,000,000 Units Underwriting AgreementUnderwriting Agreement • February 25th, 2020 • dMY Technology Group, Inc. • Blank checks • New York
dMY Technology Group, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (collectively, the “Underwriters”) an aggregate of 20,000,000 units (the “Firm Units”) of the Company and, at the election of the Underwriters, up to 3,000,000 additional units, if any (the “Optional Units,” the Optional Units, together with the Firm Units, that the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called the “Units”).
independent contractor of the Company. Consultant shall not ha,e any authorit) to act as the agent of the Company and shall not have the authority to, and shall not. bind the Company or any of its affiliates to any agreements or obligations with a...Consulting Agreement • May 4th, 2023 • Rush Street Interactive, Inc. • Services-miscellaneous amusement & recreation
INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • January 5th, 2021 • Rush Street Interactive, Inc. • Services-miscellaneous amusement & recreation • Delaware
THIS INVESTOR RIGHTS AGREEMENT (as it may be amended, supplemented or restated from time to time in accordance with the terms of this Investor Rights Agreement, the “Investor Rights Agreement”), dated as of December 29, 2020 (the “Effective Date”), is made by and among (i) Rush Street Interactive, Inc., a Delaware corporation (formally known as dMY Technology Group, Inc.), a Delaware corporation (“PubCo”); (ii) each of the parties listed on Schedule 1 attached hereto (each, a “Seller” and collectively, the “Sellers”); (iii) Rush Street Interactive GP, LLC, a Delaware limited liability company, in its capacity as the Seller Representative hereunder (the “Seller Representative”); (iv) dMY Sponsor, LLC, a Delaware limited liability company (the “Sponsor”); (v), solely for purposes of Article I, Section 3.11, Section 3.15, Section 3.16(a), Section 4.3 and Article V (A) Niccolo de Masi and (B) Harry L. You (each, a “Sponsor Principal” and collectively, the “Sponsor Principals”); and (vi) (A
Rush Street Interactive LLC Chicago, Illinois 60611Employment Agreement • February 5th, 2021 • Rush Street Interactive, Inc. • Services-miscellaneous amusement & recreation
In conjunction with the formalization of the operating agreement (the “Operating Agreement”) 1 of Rush Street Interactive LLC (together with its successors, the “Company”) being entered into concurrently with this letter, this letter will confirm the details of your continued employment as President of the Company. This letter agreement (the “Side Letter”), the Operating Agreement, and their respective exhibits will form the basis or your relationships with the Company.
SERVICES AGREEMENTServices Agreement • January 5th, 2021 • Rush Street Interactive, Inc. • Services-miscellaneous amusement & recreation • Illinois
This SERVICES AGREEMENT (as amended, modified or supplemented in accordance with its terms, this “Agreement”), dated as of this December 29, 2020, is by and between Rush Street Gaming, LLC, a Delaware limited liability company (“Service Provider”), and Rush Street Interactive, L.P., a Delaware limited partnership (together with its Subsidiaries, “Recipient”) (Recipient together with Service Provider, the “Parties”).
FOUNDER HOLDERS FORFEITURE AGREEMENTForfeiture Agreement • January 5th, 2021 • Rush Street Interactive, Inc. • Services-miscellaneous amusement & recreation
Reference is made to that certain Business Combination Agreement, dated as of July 27, 2020, by and among dMY Technology Group, Inc., a Delaware corporation (the “Buyer”), Rush Street Interactive, LP, a Delaware limited partnership (the “Company”), dMY Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), the sellers set forth on the signatures pages thereto (collectively, the “Sellers” and each, a “Seller”) and Rush Street Interactive GP, LLC, in its capacity as the Sellers’ Representative thereunder (in such capacity, the “Sellers’ Representative”), as amended by that certain Amended & Restated Business Combination Agreement, dated as of October 9, 2020, by and among the Buyer, the Company, the Sponsor, the Sellers and the Sellers’ Representative (as may be further amended, restated, amended and restated, modified, or supplemented from to time, the “Combination Agreement”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such
AMENDMENT TO SPONSOR LETTER AND FOUNDER HOLDERS’ REPRESENTATIVE APPOINTMENTAmendment to Sponsor Letter and Founder Holders’ Representative Appointment • July 28th, 2020 • dMY Technology Group, Inc. • Blank checks
This Amendment to that certain letter agreement, dated February 20, 2020, by and among dMY Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), dMY Technology, Inc., a Delaware corporation (the “Company”), and each of the undersigned individuals, each of whom is a member of the Company’s board of directors and/or management team (each, an “Insider” and collectively, the “Insiders,” and together with the Sponsor and the Company, the “Parties”) (the “Original Sponsor Letter”) and Founder Holders’ Representative Appointment (this “Amendment and Agreement”), dated as of July 27, 2020, is entered into by and among the Sponsor, the Company, the Insiders, the Sellers’ Representative and the Target. Capitalized terms used and not otherwise defined herein have the meanings set forth in the Original Sponsor Letter.
AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF RUSH STREET INTERACTIVE, LP a Delaware limited partnership Dated as of December 29, 2020Limited Partnership Agreement • January 5th, 2021 • Rush Street Interactive, Inc. • Services-miscellaneous amusement & recreation • Delaware
This Amended and Restated Agreement of Limited Partnership of Rush Street Interactive, LP (the “Partnership”), dated as of December 29, 2020 is entered into by and among Rush Street Interactive GP, LLC, a Delaware limited liability company (in its capacity as such, the “Predecessor General Partner”), Rush Street Interactive, Inc., a Delaware corporation (formerly known as dMY Technology Group, Inc.) (“Pubco”), RSI ASLP, Inc., a Delaware corporation and direct, wholly-owned subsidiary of Pubco (in its capacity as a Limited Partner, the “Special Limited Partner”), and RSI GP LLC, a Delaware limited liability company (in its capacity as the General Partner, the “General Partner”), and the Limited Partners (as defined herein).
dMY Technology Group, Inc. 20,000,000 Units Underwriting AgreementUnderwriting Agreement • February 13th, 2020 • dMY Technology Group, Inc. • Blank checks • New York
dMY Technology Group, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (collectively, the “Underwriters”) an aggregate of 20,000,000 units (the “Firm Units”) of the Company and, at the election of the Underwriters, up to 3,000,000 additional units, if any (the “Optional Units,” the Optional Units, together with the Firm Units, that the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called the “Units”).
DMY TECHNOLOGY GROUP, INC. Las Vegas, NV 89144Administrative Services Agreement • February 25th, 2020 • dMY Technology Group, Inc. • Blank checks • New York
This letter agreement (this “Agreement”) by and among dMY Technology Group, Inc. (the “Company”) and dMY Sponsor, LLC (the “Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the New York Stock Exchange (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
PUT-CALL AGREEMENTPut-Call Agreement • October 13th, 2020 • dMY Technology Group, Inc. • Blank checks • Delaware
THIS PUT-CALL AGREEMENT (this “Agreement”) is made as of October 9, 2020, by and among Rush Street Interactive, LP, a Delaware limited partnership (the “Company”), dMY Technology Group, Inc., a Delaware corporation (“dMY”), and the individual listed as “Put-Call Seller” on the signature pages hereto (the “Put-Call Seller”). Capitalized terms used but not otherwise defined in this Agreement shall have the meanings set forth in the Business Combination Agreement (as defined below).
RSI GP, LLC AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT December 29, 2020Limited Liability Company Agreement • January 5th, 2021 • Rush Street Interactive, Inc. • Services-miscellaneous amusement & recreation • Delaware
THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement’) of RSI GP, LLC (the “Company”) is entered into as of December 29, 2020, by and between the Company and dMY Technology Group, Inc., a Delaware corporation (the “Member”).
FORM OF TAX RECEIVABLE AGREEMENT among DMY TECHNOLOGY GROUP, INC., RSI ASLP, INC. and THE PERSONS NAMED HEREIN Dated as of December 29, 2020Tax Receivable Agreement • January 5th, 2021 • Rush Street Interactive, Inc. • Services-miscellaneous amusement & recreation • Delaware
This TAX RECEIVABLE AGREEMENT (this “TRA Agreement”), is dated as of December 29, 2020, among dMY Technology Group, Inc., a Delaware corporation (the “Corporate Taxpayer”), RSI ASLP, Inc. (“Corporate Sub”), Rush Street Interactive, LP, a Delaware limited partnership (“OpCo”), and each of the partners of OpCo listed on Schedule 1 hereto (each such partner, a “TRA Party” and together the “TRA Parties”), Rush Street Interactive GP, LLC, a Delaware limited liability company in its capacity as the TRA Party Representative, and each of the other Persons from time to time that become a party to this TRA Agreement. Capitalized terms used but not defined herein shall have their respective meanings set forth in the Business Combination Agreement (as defined below).
DMY TECHNOLOGY GROUP, INC. Las Vegas, NV 89144Administrative Services Agreement • February 13th, 2020 • dMY Technology Group, Inc. • Blank checks • New York
This letter agreement (this “Agreement”) by and among dMY Technology Group, Inc. (the “Company”) and dMY Sponsor, LLC (the “Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the New York Stock Exchange (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
RECAPITALIZATION AGREEMENTRecapitalization Agreement • March 25th, 2021 • Rush Street Interactive, Inc. • Services-miscellaneous amusement & recreation • Delaware
This RECAPITALIZATION AGREEMENT (this "Agreement") is entered into as of July 27, 2020, by and among Rush Street Interactive, L.P., a Delaware limited partnership (the "Company"), Rush Street Interactive GP, LLC, a Delaware limited liability company (the "General Partner"), and each of the undersigned limited partners of the Company (the "Undersigned Limited Partners"). Capitalized terms used, but not otherwise defined, in this Agreement shall have the meanings set forth in the LP Agreement (as defined below); provided that, the terms "Closing", "Closing Date" and “Company Enterprise Value” shall have the meanings set forth in the Business Combination Agreement (as defined below).
