AMENDED AND RESTATED AGREEMENT OF
LIMITED PARTNERSHIP OF RUSH STREET INTERACTIVE, LP
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).
WHEREAS, the Partnership was formed as a limited partnership pursuant to the Delaware Revised Uniform Limited Partnership Act, 6 Del. C. Section 17-101, et seq. (as it may be amended from time to time, and any successor to such statute, the Act), by the filing of a Certificate of Limited Partnership of the Partnership in the Office of the Secretary of State of the State of Delaware on December 19, 2019 (the Formation Date);
WHEREAS, the Predecessor General Partner and the Original Limited Partners (as defined herein) entered into that certain Agreement of Limited Partnership of the Partnership, dated as of December 19, 2019 (the Existing LPA);
WHEREAS, in connection with a series of transactions effected pursuant to that certain Business Combination Agreement, dated as of July 27, 2020, by and among the Partnership, the Limited Partners, Pubco, and the other parties thereto, as amended and restated by the parties thereto by that certain Amended & Restated Business Combination Agreement, dated as of October 9, 2020 (as may be further amended, restated, amended and restated, modified, supplemented or waived from time to time in accordance with its terms, the Business Combination Agreement) (i) the General Partner was admitted to the Partnership as the General Partner and (ii) the Predecessor General Partner withdrew from the Partnership as general partner; and
WHEREAS, the Special Limited Partner (in its capacity as a Limited Partner), the General Partner (in its capacity as the General Partner) and the Original Limited Partners (as defined herein) now desire to amend and restate the Original Agreement to read in its entirety as set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this Agreement, intending to be legally bound, agree as follows:
Section 1.1 Definitions. The following definitions shall be for all purposes, unless otherwise clearly indicated to the contrary, applied to the terms used in this Agreement:
Additional Limited Partner means a Person who is admitted to the Partnership as a Limited Partner pursuant to the Act and Section 11.2, who is shown as such on the books and records of the Partnership, and who has not ceased to be a Limited Partner pursuant to the Act and this Agreement.
Adjusted Capital Account Deficit means the deficit balance, if any, in such Partners Capital Account at the end of any Fiscal Year or other taxable period, with the following adjustments: