FOUNDER HOLDERS FORFEITURE AGREEMENT
December 29, 2020
dMY Technology Group, Inc.
1180 North Town Center Drive, Suite 100
Las Vegas NV 89144
Rush Street Interactive GP, LLC
900 N. Michigan Avenue, Suite 1600
Chicago, Illinois 60611
Attention: Neil Bluhm, Greg Carlin
Email: ***@***, ***@***
Re: Forfeiture of Founder Holders Buyer Class A Common Stock
Ladies and Gentlemen:
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 terms in the Combination Agreement.
In order to induce the Company, the Buyer and the Sellers to consummate the transactions contemplated by the Combination Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Buyer, Sponsor, Darla Anderson (Anderson), Francesca Luthi (Luthi), Charles E. Wert (Wert and together with Sponsor, Anderson and Luthi, the Founder Holders), and the Sellers Representative hereby agree to enter into this letter agreement (this Letter Agreement), and hereby agree as follows:
1. Forfeiture by Founder Holders.
(a) On the date on which the Company Transaction Expenses are finally determined in accordance with Section 2.3 of the Combination Agreement, up to one million two hundred five thousand nine hundred thirty-seven (1,205,937) shares of Buyer Class A Common Stock held by, or beneficially owned by, the Founder Holders, consisting of two hundred fifty-four thousand three hundred sixty-one (254,361) Founder Holders Earnout Shares and nine hundred fifty-one thousand five hundred seventy-six (951,576) shares of Buyer Class A Common Stock that are not Founder Holders Earnout Shares (collectively, the Founder Holders Forfeiture Shares and each Founder Holders portion of the Founder Holders Forfeiture Shares (determined on a Pro Rata Basis), the Applicable Founder Holders Forfeiture Shares), shall be automatically forfeited by the Founder Holders to the Buyer for no consideration and automatically cancelled in accordance with Section 1(b) and Section 2.