Exhibit 10.21


 


RUSH STREET INTERACTIVE, INC.


2020 OMNIBUS EQUITY INCENTIVE PLAN


 


INCENTIVE STOCK OPTION GRANT NOTICE


 


Pursuant to the terms
and conditions of the Rush Street Interactive, Inc. 2020 Omnibus Equity Incentive Plan, as amended from time to time (the “Plan”),
Rush Street Interactive, Inc., a Delaware corporation (the “Company”), hereby grants to the individual
listed below (“you” or the “Participant”) the right and option to purchase all or any part
of the number of shares of the Company’s Common Stock (the “Option Shares”) set forth below (the “Option”)
on the terms and conditions set forth herein and in the Stock Option Agreement attached hereto as Exhibit A (the “Agreement”)
and the Plan, each of which is incorporated herein by reference. Capitalized terms used but not defined herein shall have the meanings
set forth in the Plan.


 


	Type of Option:	Incentive Stock Option under Article 6 of the Plan.
	Participant:	                                                          
	Grant Date:	                                                          
	Total Number of Option Shares:	                                                          shares
	Exercise Price:	

$                                                         per
share

	Expiration Date:	                                                          
	Vesting Conditions:	Subject to the Agreement, the Plan and the other terms and conditions set forth herein, this Option shall vest and become exercisable according to the following schedule, so long as you remain providing active Continuous Service to the Company or an Affiliate from the Grant Date through each such vesting date:
	 	 	 	 	Number of	 
	 	 	 	 	Option Shares	 
	 	 	Vesting Date	 	That Vest	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 



 


By signing below, Participant agrees to be bound by the terms and conditions of the
Plan, the Agreement and this Stock Option Grant Notice (this “Grant Notice”). Participant acknowledges that
Participant has reviewed the Agreement, the Plan and this Grant Notice in their entirety and fully understand all provisions of
the Agreement, the Plan and this Grant Notice. Participant hereby agrees to accept as binding, conclusive and final all decisions
or interpretations of the Committee regarding any questions or determinations that arise under the Agreement, the Plan or this
Grant Notice.


 


This Grant Notice
may be executed in one or more counterparts (including portable document format (.pdf) and facsimile counterparts), each of
which shall be deemed to be an original, but all of which together shall constitute one and the same agreement. In addition,
Participant is consenting to receive documents with respect to the Plan and the Option granted hereunder by means of
electronic delivery, provided that such delivery complies with the rules, regulations, and guidance issued by the Securities
and Exchange Commission and any other applicable government agency. This consent shall be effective for the entire time that
Participant is a Participant in the Plan.


 






     


     


    

 


IN ORDER TO RECEIVE THE BENEFITS OF THIS
GRANT NOTICE AND THE AGREEMENT, AND FOR THIS OPTION TO BE EFFECTIVE, PARTICIPANT MUST EXECUTE THIS GRANT NOTICE (THE “ACCEPTANCE
REQUIREMENTS”).  IF PARTICIPANT FAILS TO SATISFY THE ACCEPTANCE REQUIREMENTS WITHIN 45 DAYS FOLLOWING THE DATE
OF GRANT, THEN:


 


		(1)	THIS AGREEMENT WILL BE OF NO FORCE OR EFFECT AND THIS OPTION WILL BE AUTOMATICALLY FORFEITED TO
THE COMPANY WITHOUT CONSIDERATION; AND



 


		(2)	NEITHER PARTICIPANT NOR THE COMPANY WILL HAVE ANY FUTURE RIGHTS OR OBLIGATIONS UNDER THIS GRANT
NOTICE OR THE AGREEMENT.



 


[Signature Page Follows]


 






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IN WITNESS WHEREOF,
the Company has caused this Grant Notice to be executed by an officer thereunto duly authorized, and Participant has executed this
Grant Notice, effective for all purposes as provided above.


 


	 	RUSH STREET INTERACTIVE, INC.
	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	PARTICIPANT
	 	 
	 	 
	 	Name:	 



 


Signature
Page to


Incentive
Stock Option Grant Notice


 






     


     


    

 





EXHIBIT A


 


STOCK OPTION AGREEMENT


 


This Stock Option Agreement
(together with the Grant Notice to which this Agreement is attached, this “Agreement”) is made as of the
Grant Date set forth in the Grant Notice to which this Agreement is attached by and between Rush Street Interactive, Inc., a Delaware
corporation (the “Company”), and ____________ (the “Participant”). Capitalized terms
used but not specifically defined herein shall have the meanings specified in the Plan or the Grant Notice.


 


1.                 
Grant of Option.


 


(a)              
Grant; Type of Option. Effective as of the Grant Date set forth in the Grant Notice (the “Grant Date”),
the Company hereby grants to the Participant an Incentive Stock Option (the “Option”) to purchase the total
number of shares of Common Stock of the Company equal to the number specified in the Grant Notice (the “Option Shares”).
The Option is being granted pursuant to the terms of the Rush Street Interactive, Inc. 2020 Omnibus Equity Incentive Plan, as then
amended (the “Plan”). The Option will expire on the Expiration Date set forth in the Grant Notice, or earlier
as provided in this Agreement or the Plan.


 


(b)              
Exercise Price. The exercise price of each Option Share subject to this Option shall be the exercise price
set forth in the Grant Notice (the “Exercise Price”), which has been determined to be not less than the Fair
Market Value of a share of Common Stock at the Grant Date or 110% of the Fair Market Value if Participant is a Ten Percent Stockholder
on the Grant Date. For all purposes of this Agreement, the Fair Market Value of Common Stock shall be determined in accordance
with the provisions of the Plan.


 


(c)              
Consideration; Subject to Plan. The grant of the Option is made in consideration of the services to be rendered
by the Participant to the Company and is subject to the terms and conditions of the Plan. Capitalized terms used but not defined
herein have the meanings ascribed to them in the Plan.


 


(d)               Tax
Matters. The Option granted hereunder is intended to qualify as an “incentive stock option” under Section 422
of the Code. Notwithstanding the foregoing, the Option will not qualify as an “incentive stock option,” among
other events, (a) if the Participant disposes of the Option Shares at any time during the two-year period following the date
of this Agreement or the one-year period following the date of any exercise of the Option; (b) except in the event of the
Participant’s death or Disability, if the Participant is not employed by the Company or an Affiliate at all times
during the period beginning on the date of this Agreement and ending on the day that is three months before the date of any
exercise of the Option; or (c) to the extent that the aggregate fair market value of the Common Stock subject to
 “incentive stock options” held by the Participant which become exercisable for the first time in any calendar
year (under all plans of the Company or an Affiliate) exceeds $100,000. To the extent that any portion of the Option does not
qualify as an “incentive stock option,” it shall not affect the validity of the Option and such portion shall
constitute a separate Non-qualified Stock Option. In the event that the Participant disposes of the Option Shares within
either two (2) years following the Grant Date or one year following the date of exercise of the Option, the Participant must
deliver to the Company, within seven (7) days following such disposition, a written notice specifying the date on which such
shares were disposed of, the number of shares so disposed, and, if such disposition was by a sale or exchange, the amount of
consideration received.


 






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2.                 
Termination of Continuous Service.


 


(a)              
Termination for Reasons Other Than Cause, Death, Disability. If the Participant’s Continuous Service
is terminated for any reason other than Cause, death or Disability, the Participant may exercise the vested portion of the Option,
but only within such period of time ending on the earlier of: (a) the date three months following the termination of the Participant’s
Continuous Service or (b) the Expiration Date.


 


(b)              
Termination for Cause. If the Participant’s Continuous Service is terminated for Cause, the Option (whether
vested or unvested) shall immediately terminate and cease to be exercisable.


 


(c)              
Termination due to Disability. If the Participant’s Continuous Service terminates as a result of the
Participant’s Disability, the Participant may exercise the vested portion of the Option, but only within such period of time
ending on the earlier of: (a) the date 12 months following the Participant’s termination of Continuous Service or (b) the
Expiration Date.


 


(d)              
Termination due to Death. If the Participant’s Continuous Service terminates as a result of the Participant’s
death, the vested portion of the Option may be exercised by the Participant’s estate, by a Person who acquired the right
to exercise the Option by bequest or inheritance or by the Person designated to exercise the Option upon the Participant’s
death, but only within the time period ending on the earlier of: (a) the date 12 months following the Participant’s termination
of Continuous Service and (b) the Expiration Date.


 


(e)              
Extension of Termination Date. If following the Participant’s termination of Continuous Service for
any reason the exercise of the Option is prohibited because the exercise of the Option would violate the registration requirements
under the Securities Act or any other state or federal securities law or the rules of any securities exchange or interdealer quotation
system, then the expiration of the Option shall be tolled until the date that is thirty (30) days after the end of the period during
which the exercise of the Option would be in violation of such registration or other securities requirements, provided that
in no event will the Option be exercisable following the Expiration Date set forth in the Grant Notice.


 


(f)               
Treatment of Unvested Options upon Termination. Any portion of the Option that is not vested as of the date
of the Participant’s termination of Continuous Service for any reason shall terminate and expire as of the date of such termination
of Continuous Service.


 






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3.                 
Manner of Exercise.


 


(a)               Vesting.
This Option shall not be exercisable for more than the percentage of the aggregate number of Option Shares subject to this
Option with respect to which this Option has become vested and exercisable pursuant to the vesting conditions set forth in
the Grant Notice. Notwithstanding the foregoing or anything in the Grant Notice, this Agreement or the Plan to the contrary,
subject to Section 12, the Option Shares subject to this Option shall immediately become fully vested and exerciseable
upon a termination of Participant’s Continuous Service with the Company or an Affiliate due to Participant’s
death or Disability (as defined below). As used herein, “Disability” means “disability” (or a
word of like import) as defined in Participant’s employment agreement or consulting agreement with the Company or an
Affiliate in effect at the time of Participant’s termination of Continuous Service or, in the absence of such an
agreement or definition, a determination by the Committee that Participant is unable to perform the essential functions of
Participant’s position (after accounting for reasonable accommodation, if applicable and required by applicable law),
due to physical or mental impairment that continues, or can reasonably be expected to continue, for a period in excess of 120
consecutive days or 180 days, whether or not consecutive (or for any longer period as may be required by applicable law), in
any 12-month period.


 


(b)              
Election to Exercise. To exercise the portion of the Option which is vested and exercisable, the Participant
(or in the case of exercise after the Participant’s death or incapacity, the Participant’s executor, administrator,
heir or legatee, as the case may be) must deliver written notice of exercise in a form and in accordance with procedures approved
by the Committee or the Board in accordance with Section 6 of the Plan, and the notice of exercise shall be accompanied by payment
of the Exercise Price.


 


(c)              
Payment of Exercise Price. The entire Exercise Price of the Option shall be payable, to the extent permitted
by Applicable Laws, as follows: (a) in cash (including check, bank draft, money order or wire transfer of immediately available
funds), (b) by delivery of outstanding shares of Common Stock, duly endorsed for transfer to the Company, with a Fair Market Value
on the date of delivery equal to the aggregate Exercise Price payable with respect to the Option’s exercise, (c) by means
of any cashless exercise procedures established with a broker and approved by the Committee and as may be in effect on the date
of exercise, (d) by any combination of the foregoing, in each case in accordance with the terms and conditions of the Plan or (e)
in any other form of legal consideration that may be acceptable to the Committee or the Board as the administrator of the Plan
in accordance with Section 3 thereof.


 


(d)              
Issuance of Shares. Provided that the notice of exercise and payment are in form and substance satisfactory
to the Committee or the Board in accordance with Section 6 of the Plan, the Company shall issue the shares of Common Stock registered
in the name of the Participant, the Participant’s authorized assignee, or the Participant’s legal representative which,
if applicable, shall be evidenced by stock certificates representing the shares with the appropriate legends affixed thereto, appropriate
entry on the books of the Company or of a duly authorized transfer agent, or other appropriate means as determined by the Company.


 






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4.                 
Restrictive Covenants.


 


(a)              
Non-Disclosure of Confidential Information.


 


(i)                 The
term “Confidential Information,” as used in this Agreement, shall mean any and all information (in
whatever form and whether or not expressly designated as confidential) relating directly or indirectly to the respective
businesses, operations, financial affairs, assets or technology of the Company and any of its subsidiaries (collectively, the
 “Companies”) including, but not limited to, marketing and financial information, personnel, sales and
statistical data, plans for future development, computer programs, information and knowledge pertaining to the products and
services offered, inventions, innovations, designs, ideas, recipes, formulas, manufacturing processes, trade secrets,
technical data, computer source codes, software, proprietary information, construction, advertising, manufacturing,
distribution and sales methods and systems, pricing, sales and profit figures, customer and client lists, and relationships
with customers, clients, suppliers, distributors and others who have business dealings with any of the Companies and
information with respect to various ingredients, formulas, manufacturing processes, techniques, procedures, processes and
methods. Confidential Information also includes information received by Participant from third parties in connection with
Participant’s employment by or service to any of the Companies subject to an obligation to maintain the confidentiality
of such information. Confidential Information does not include information which (a) becomes generally known to and available
for use by the public other than as a result of Participant’s violation of this Agreement; (b) is or becomes generally
available within the relevant business or industry other than as a result of Participant’s violation of this Agreement;
or (c) is or becomes available to Participant on a non-confidential basis from a source other than the Companies, which
source is not known by Participant, after reasonable inquiry, to be subject to a contractual or fiduciary obligation of
secrecy to the Companies.


 


(ii)             
Participant acknowledges and agrees that all Confidential Information known or obtained by Participant, whether before
or after the Grant Date and regardless of whether Participant participated in the discovery or development of such Confidential
Information, is the property of the Company. Except as expressly authorized in writing by the Company or as necessary to perform
Participant’s services while an employee or other service provider of the Company, Participant agrees that Participant will
not, during or after Participant’s employment with or service to any of the Companies, for any reason, directly or indirectly,
duplicate, use, make available, sell, misappropriate, exploit, remove, copy or disclose to any Person Confidential Information,
unless such information is required to be produced by Participant under order of a court of competent jurisdiction or a valid administrative
or congressional subpoena; provided, however, that upon receipt of any such order or subpoena, Participant shall promptly notify
the Company and shall provide the Company with an opportunity at its cost and expense to contest the propriety of such order or
subpoena or restrict or condition the disclosure of such Confidential Information or to arrange for appropriate safeguards against
any further disclosure by the court or administrative or other body seeking to compel disclosure of such Confidential Information.


 






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(b)              
Assignment of Inventions.


 


(i)                 Participant
acknowledges and agrees that all ideas, methods, inventions, discoveries, improvements, work products, developments,
software, know-how, processes, techniques, works of authorship and other work product, whether patentable or unpatentable,
(i) that are reduced to practice, created, invented, designed, developed, contributed to, or improved with the use of any of
the Companies’ resources and/or within the scope of Participant’s duties to the Companies or that relate to the
business, operations or actual or demonstrably anticipated research or development of the Companies, and that are made or
conceived by Participant, solely or jointly with others, during Participant’s employment by or service to any of the
Companies; or (ii) suggested by any work that Participant performs in connection with any of the Companies, either while
performing Participant’s duties to the Companies or on Participant’s own time, will belong exclusively to the
Companies (or their designees), whether or not patent or other applications for intellectual property protection are filed
thereon (the “Inventions”). Participant will keep full and complete written records (the
 “Records”), in the manner prescribed by the Companies, of all Inventions, and will promptly disclose all
Inventions completely and in writing to the Companies. The Records are the sole and exclusive property of the Companies, and
Participant will surrender them upon termination of employment or engagement, or upon any of the Companies’ request.
Participant irrevocably conveys, transfers and assigns to the Companies the Inventions and all patents or other intellectual
property rights that may issue thereon in any and all countries, whether during or subsequent to Participant’s
employment by or service to any of the Companies, together with the right to file, in Participant’s name or in the name
of any of the Companies (or their designees), applications for patents and equivalent rights (the
 “Applications”). Participant will, at any time during and subsequent to employment by or service to any of
the Companies, make such applications, sign such papers, take all rightful oaths, and perform all other acts as may be
requested from time to time by any of the Companies to perfect, record, enforce, protect, patent or register the
Companies’ rights in the Inventions, all without additional compensation to Participant from the Companies. Participant
will also execute assignments to the Companies (or their designees) of the Applications, and give the Companies and their
attorneys all reasonable assistance (including the giving of testimony) to obtain the Inventions for the Companies’
benefit.


 


(ii)             
In addition, the Inventions are deemed Work for Hire, as such term is defined under the copyright laws of the United
States, on behalf of the Companies, and Participant agrees that the Companies are the sole owners of the Inventions and all underlying
rights therein, in all media now known or hereinafter devised, throughout the universe and in perpetuity without any further obligations
to Participant. If the Inventions, or any portion thereof, are deemed not to be Work for Hire, or the rights in such Inventions
do not otherwise automatically vest in the Companies, Participant hereby irrevocably conveys, transfers and assigns to the Companies
all rights, in all media now known or hereinafter devised, throughout the universe and in perpetuity, in and to the Inventions,
including, without limitation, all of Participant’s right, title and interest in the copyrights (and all renewals, revivals
and extensions thereof) to the Inventions, including, without limitation, all rights of any kind or any nature now or hereafter
recognized, including, without limitation, the unrestricted right to make modifications, adaptations and revisions to the Inventions,
to exploit and allow others to exploit the Inventions and all rights to sue at law or in equity for any infringement, or other
unauthorized use or conduct in derogation of the Inventions, known or unknown, before the date hereof, including, without limitation,
the right to receive all proceeds and damages therefrom. In addition, Participant hereby waives any so-called “moral rights”
with respect to the Inventions. To the extent that Participant has any rights in the results and proceeds of Participant’s
service to the Companies that cannot be assigned in the manner described herein, Participant agrees to unconditionally waive the
enforcement of such rights. Participant hereby waives any and all currently existing and future monetary rights in and to the Inventions
and all patents and other registrations for intellectual property that may issue thereon, including, without limitation, any rights
that would otherwise accrue to Participant’s benefit by virtue of Participant being an employee of or other service provider
to any of the Companies.


 






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(c)              
 Return of Companies’ Property and Companies’ Information. Participant agrees to return, promptly
following the termination of Participant’s employment with or service to any of the Companies, or earlier if directed by
any of the Companies, any and all of the Companies’ property in Participant’s possession, as well as any and all records,
files, correspondence, reports and computer disks relating to any of the Companies’ operations, products and potential products,
marketing, research and development, production and general business plans, customer information, accounting and financial information,
distribution, sales, and confidential cost and price characteristics and policies in Participant’s possession (including
on any personal computer).


 


(d)              
Whistleblower Protection. Nothing in this Agreement is intended to conflict with the whistleblower provisions
of any United States federal, state or local law or regulation, including but not limited to Rule 21F-17 of the Securities Exchange
Act of 1934 or § 1833(b) of the Defend Trade Secrets Act of 2016. Accordingly, notwithstanding anything to the contrary herein,
nothing in this Agreement shall prohibit Participant from reporting possible violations of United States federal, state or local
law or regulation to any United States federal, state or local governmental agency or entity, including but not limited to the
Department of Justice, the Securities and Exchange Commission, the Congress, and any agency Inspector General, or to an attorney,
or from making other disclosures that are protected under the whistleblower provisions of federal law or regulation, or from disclosing
trade secrets and other confidential information in the course of such reporting; provided, that Participant uses Participant’s
reasonable best efforts to (a) disclose only information that is reasonably related to such possible violations or that is requested
by such agency or entity and (b) requests that such agency or entity treat such information as confidential. Participant does not
need the prior authorization from the Company to make any such reports or disclosures and is not required to notify the Company
that it has made such reports or disclosures. In addition, Participant has the right to disclose trade secrets and other confidential
information in a document filed in a lawsuit or other proceeding; provided, that the filing is made under seal and protected from
public disclosure.


 


(e)              
Non-competition; Non-solicitation. In consideration of the Award, Participant agrees and covenants not to:


 


(i)                
During the entire period of Participant’s employment with or service to any of the Companies and for a period
of twelve (12) months following the termination of Participant’s employment or service for any reason, Participant shall
not, directly or indirectly, for Participant’s own account, or on behalf of, or together with, any other Person (other than
on behalf of the Companies) anywhere in any state of the United States, the District of Columbia, Canada, Colombia or Estonia:


 


(1)               own,
manage, operate, control, finance or participate in the ownership, management, operation, control or financing of, render
financial assistance to, be connected as an officer, director, stockholder, employee, partner, member, manager, principal,
agent, representative, consultant or otherwise with, use or permit Participant’s name to be used in connection with, or
develop products or services for, any Competing Business. “Competing Business” means any business which is
engaged in or is in development of any gaming or other business that offers or is in the process of developing or attempting
to offer competitive services to the services and products offered or reasonably expected to be offered by the
Company’s business; notwithstanding the foregoing, it shall not be a breach of this Section 1(a)(i)(1) for
Participant to own a passive investment of less than one percent (1%) of a class of stock of a publicly held company that is
traded on a national securities exchange or in the over the counter market;


 






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(2)              
contact, solicit, induce or attempt to contact, solicit or induce any Person who is or was, within the one-year period prior
to termination of Participant’s employment with or service to the Companies, a customer, supplier or agent of any of the
Companies or with which any of the Companies or Participant had contact during Participant’s employment or service to with
any of the Companies, to terminate their relationship with any of the Companies, or do any act which may interfere with or result
in the impairment of the relationship, including any reduction in sales or purchases, between any of the Companies and such customers,
suppliers or agents; or


 


(3)              
hire any Person who is or was, within the one-year period prior to termination of Participant’s employment with or
service to any of the Companies, an employee of any of the Companies; or contact, solicit, induce or attempt to contact, solicit
or induce any Person who is or was, within the one-year period prior to termination of Participant’s employment with or service
to the Companies, an employee of any of the Companies for the purpose of seeking to have such Person terminate his or her employment
or engagement with any of the Companies.


 


(ii)             
Participant will not, at any time, make any statement that is intended to disparage any of the Companies or any of
their businesses, products, services, directors or officers.


 


(f)               
Acknowledgments by Participant. Participant acknowledges and agrees that: (i) Participant has occupied or
will occupy a position of trust and confidence with the Companies and has or will become familiar with Confidential Information;
(ii) the Confidential Information is of unique, very substantial and immeasurable value to the Companies; (iii) the Company has
required that Participant make the covenants set forth in this Section 4 as a condition to the execution by the Company
of this Agreement; (iv) the provisions of this Section 4 are reasonable with respect to duration, geographic area and scope
and necessary to protect and preserve the goodwill and ongoing business value of the Companies, and will not, individually or in
the aggregate, prevent Participant from obtaining other suitable employment during the period in which Participant is bound by
such provisions; (v) the scope of the business of the Companies is independent of location (such that it is not practical to limit
the restrictions contained in this Section 4 to a specified county, city or part thereof); (vi) the Companies would be irreparably
damaged if Participant were to breach the covenants set forth in this Section 4; and (vii) the potential benefits to Participant
available under this Agreement are sufficient to compensate Participant fully and adequately for agreeing to the terms and restrictions
of this Agreement. If a court holds that the duration, scope, or area restrictions stated herein are unreasonable, the parties
agree that the court shall be allowed and directed to revise the restrictions to cover the maximum reasonable period, scope and
area permitted by law.


 






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(g)              
 Breach. Notwithstanding any provision in this Agreement or the Plan to the contrary, in the event the Committee
determines that Participant has failed to abide by any of the terms set forth in this Section 4 or the provisions of any
other confidentiality, non-competition or non-solicitation covenant in any other agreement by and between the Company or any Affiliate
and Participant, then, in addition to and without limiting the remedies set forth in this Section 4, any portion of this
Option that remains unexercised as of the date of such determination will terminate automatically without any further action by
the Company and will be forfeited without further notice and at no cost to the Company.


 


5.                 
Tax Withholding. To the extent that the receipt, vesting or exercise of this Award results in compensation
income or wages to Participant for federal, state, local and/or foreign tax purposes, Participant shall make arrangements satisfactory
to the Company for the satisfaction of obligations for the payment of withholding taxes and other tax obligations relating to this
Award, which arrangements include the delivery of cash or cash equivalents, Common Stock (including previously owned Common Stock,
net settlement, a broker-assisted sale, or other cashless withholding or reduction of the amount of shares otherwise issuable or
delivered pursuant to this Award), other property, or any other legal consideration the Committee deems appropriate. If such tax
obligations are satisfied through net settlement or the surrender of previously owned Common Stock, the maximum number of shares
of Common Stock that may be so withheld (or surrendered) shall be the number of shares of Common Stock that have an aggregate Fair
Market Value on the date of withholding or surrender equal to the aggregate amount of such tax liabilities determined based on
the greatest withholding rates for federal, state, local and/or foreign tax purposes, including payroll taxes, that may be utilized
without creating adverse accounting treatment for the Company with respect to this Award, as determined by the Committee. Any fraction
of a share of Common Stock required to satisfy such tax obligations shall be disregarded and the amount due shall be paid instead
in cash to Participant. Participant acknowledges that there may be adverse tax consequences upon the receipt, vesting or exercise
of this Award or disposition of the underlying shares and that Participant has been advised, and hereby is advised, to consult
a tax advisor. Participant represents that Participant is in no manner relying on the Board, the Committee, the Company or an Affiliate
or any of their respective managers, directors, officers, employees or authorized representatives (including attorneys, accountants,
consultants, bankers, lenders, prospective lenders and financial representatives) for tax advice or an assessment of such tax consequences.


 


6.                  No
Right to Continued Employment, Service or Awards. For purposes of this Agreement, Participant shall be considered to be
employed by or providing services to the Company or an Affiliate as long as Participant remains an employee or service
provider of any of the Company, an Affiliate or a corporation or other entity (or a parent or Subsidiary of such corporation
or other entity) assuming or substituting a new award for this Award. Without limiting the scope of the preceding sentence,
it is expressly provided that Participant shall be considered to have terminated employment with or services to the Company
(a) when Participant ceases to be an employee or service provider of any of the Company, an Affiliate, or a corporation or
other entity (or a parent or Subsidiary of such corporation or other entity) assuming or substituting a new award for this
Award or (b) at the time of the termination of the “Affiliate” status under the Plan of the corporation or other
entity that employs or engages Participant. Nothing in the adoption of the Plan, nor the award of the Options thereunder
pursuant to the Grant Notice and this Agreement, shall confer upon Participant the right to continued employment by, or a
continued service relationship with, the Company or any Affiliate, or any other entity, or affect in any way the right of the
Company or any such Affiliate, or any other entity to terminate such employment or other service relationship at any
time.


 






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7.                 
Non-Transferability.  The Option may only be transferred as set forth in Section 6.5 of the Plan.


 


8.                 
Compliance with Applicable Law. Notwithstanding any provision of this Agreement to the contrary, the issuance
of shares of Common Stock hereunder will be subject to compliance with all applicable requirements of applicable law with respect
to such securities and with the requirements of any stock exchange or market system upon which the Common Stock may then be listed.
No shares of Common Stock will be issued hereunder if such issuance would constitute a violation of any applicable law or regulation
or the requirements of any stock exchange or market system upon which the Common Stock may then be listed. In addition, shares
of Common Stock will not be issued hereunder unless (a) a registration statement under the Securities Act is in effect at the time
of such issuance with respect to the shares to be issued or (b) in the opinion of legal counsel to the Company, the shares to be
issued are permitted to be issued in accordance with the terms of an applicable exemption from the registration requirements of
the Securities Act. The inability of the Company to obtain from any regulatory body having jurisdiction the authority, if any,
deemed by the Company’s legal counsel to be necessary for the lawful issuance and sale of any shares of Common Stock hereunder
will relieve the Company of any liability in respect of the failure to issue such shares as to which such requisite authority has
not been obtained. As a condition to any issuance of Common Stock hereunder, the Company may require Participant to satisfy any
requirements that may be necessary or appropriate to evidence compliance with any applicable law or regulation and to make any
representation or warranty with respect to such compliance as may be requested by the Company.


 


9.                 
Legends. If a stock certificate is issued with respect to shares of Common Stock issued hereunder, such certificate
shall bear such legend or legends as the Committee deems appropriate in order to reflect the restrictions set forth in this Agreement
and to ensure compliance with the terms and provisions of this Agreement, the rules, regulations and other requirements of the
U.S. Securities and Exchange Commission, any applicable laws or the requirements of any stock exchange on which the Common Stock
is then listed. If the shares of Common Stock issued hereunder are held in book-entry form, then such entry will reflect that the
shares are subject to the restrictions set forth in this Agreement.


 


10.             
Rights as a Stockholder. Participant shall have no rights as a stockholder of the Company with respect to
any shares of Common Stock that may become deliverable hereunder unless and until Participant has become the holder of record of
such shares of Common Stock, and no adjustments shall be made for dividends in cash or other property, distributions or other rights
in respect of any such shares of Common Stock, except as otherwise specifically provided for in the Plan or this Agreement.


 


11.              Notices.
All notices, demands and other communications to be given or delivered under this Agreement shall be in writing and shall be
deemed to have been given (a) when personally delivered (or, if delivery is refused, upon presentment) or received by email
(with confirmation of transmission) prior to 5:00 p.m. eastern time on a business day and, if otherwise, on the next business
day, (b) one (1) business day following sending by reputable overnight express courier (charges prepaid), or (c) three (3)
days following mailing by certified or registered mail, postage prepaid and return receipt requested. Unless another address
is specified in writing pursuant to the provisions of this Section 11, notices, demands and other communications shall
be sent to the addresses indicated below:


 






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If to the Company:


 


Rush Street Interactive,
Inc.

Attn: Legal Department

900 N. Michigan Avenue, Suite 950

Chicago, Illinois 60611


 


If to Participant:


 


To the address
on file with the Company.


 


12.             
Execution of Receipts and Releases. Any issuance or transfer of Option Shares or other property to Participant
or Participant’s legal representative, heir, legatee or distributee, in accordance with this Agreement shall be in full satisfaction
of all claims of such person hereunder. As a condition precedent to such payment or issuance, the Company may require Participant
or Participant’s legal representative, heir, legatee or distributee to execute (and not revoke within any time provided to
do so) a release and receipt therefor in such form as it shall determine appropriate.


 


13.             
Legal and Equitable Remedies. Participant acknowledges that a violation
or attempted breach of any of Participant’s covenants and agreements in this Agreement will cause such damage as will be
irreparable, the exact amount of which would be difficult to ascertain and for which there will be no adequate remedy at law, and
accordingly, the parties hereto agree that the Company and its Affiliates shall be entitled as a matter of right to an injunction
issued by any court of competent jurisdiction, restraining Participant or the affiliates, partners or agents of Participant from
such breach or attempted violation of such covenants and agreements, as well as to recover from Participant any and all costs and
expenses sustained or incurred by the Company or any Affiliate in obtaining such an injunction, including reasonable attorneys’
fees. The parties to this Agreement agree that no bond or other security shall be required in connection with such injunction.
Any exercise by either of the parties to this Agreement of its rights pursuant to this Section 13 shall be cumulative and
in addition to any other remedies to which such party may be entitled.


 


14.              Consent
to Electronic Delivery; Electronic Signature. In lieu of receiving documents in paper format, Participant agrees, to the
fullest extent permitted by law, to accept electronic delivery of any documents that the Company may be required to deliver
(including, but not limited to, prospectuses, prospectus supplements, grant or award notifications and agreements, account
statements, annual and quarterly reports and all other forms of communications) in connection with this and any other Award
made or offered by the Company. Electronic delivery may be via a Company electronic mail system or by reference to a location
on a Company intranet to which Participant has access. Participant hereby consents to any and all procedures the Company has
established or may establish for an electronic signature system for delivery and acceptance of any such documents that the
Company may be required to deliver, and agrees that his or her electronic signature is the same as, and shall have the same
force and effect as, his or her manual signature.


 






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15.             
Agreement to Furnish Information. Participant agrees to furnish to
the Company all information requested by the Company to enable it to comply with any reporting or other requirement imposed upon
the Company by or under any applicable statute or regulation.


 


16.             
Company Recoupment of Awards. A Participant’s rights with respect
to this Award shall in all events be subject to (a) any right that the Company may have under any Company recoupment policy or
other agreement or arrangement with a Participant, or (ii) any right or obligation that the Company may have regarding the clawback
of “incentive-based compensation” under Section 10D of the Exchange Act and any applicable rules and regulations promulgated
thereunder form time to time by the U.S. Securities and Exchange Commission.


 


17.             
Governing Law Jurisdiction; Costs. The laws of the State of Delaware shall govern (a) all claims or matters
related to or arising from this Agreement (including any tort or non-contractual claims) and (b) any questions concerning the construction,
interpretation, validity and enforcement of this Agreement, without giving effect to any choice-of-law or conflict-of-law
rules or provisions (whether of the State of Delaware or any other jurisdiction) that would cause the application of the law of
any jurisdiction other than the State of Delaware. Participant hereby agrees to submit to personal jurisdiction of said courts,
and waives any right to challenge venue or claim that it is an inconvenient forum. Participant will reimburse the Company for all
court costs and reasonable attorneys’ fees incurred in connection with any action the Company brings for a breach or threatened
breach by Participant of any covenants contained in this Agreement if (i) Participant challenges the reasonableness or enforceability
of such covenants or (ii) the Company is the prevailing party in such action.


 


18.             
Successors and Assigns. The Company may assign any of its rights
under this Agreement without Participant’s consent. This Agreement will be binding upon and inure to the benefit of the successors
and assigns of the Company. Subject to the restrictions on transfer set forth herein and in the Plan, this Agreement will be binding
upon Participant and Participant’s beneficiaries, executors, administrators and the person(s) to whom this Option may be
transferred.


 


19.             
Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to
be effective and valid under applicable law, but if any provision of this Agreement or the application of any such provision to
any Person or circumstance shall be held to be prohibited by or invalid, illegal or unenforceable under applicable law in any respect
by a court of competent jurisdiction, such provision shall be ineffective only to the extent of such prohibition or invalidity,
illegality or unenforceability, without invalidating the remainder of such provision or the remaining provisions of this Agreement.
Furthermore, in lieu of such illegal, invalid or unenforceable provision, there shall be added automatically as a part of this
Agreement a legal, valid and enforceable provision as similar in terms to such illegal, invalid, or unenforceable provision as
may be possible.


 






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20.             
 Discretionary Nature of Plan. The Plan is discretionary and may be amended, cancelled or terminated by the
Company at any time, in its discretion. The grant of the Award in this Agreement does not create any contractual right or other
right to receive any other Awards in the future. Future Awards, if any, will be at the sole discretion of the Company. Any amendment,
modification, or termination of the Plan shall not constitute a change or impairment of the terms and conditions of Participant’s
employment with or services to the Company.


 


21.             
Amendment. The Committee has the right to amend, alter, suspend, discontinue or cancel the Award, prospectively
or retroactively; provided, that, no such amendment shall adversely affect Participant’s material rights under this Agreement
without Participant’s consent. The failure of the Company or Committee to enforce at any time any provision of this Agreement
will in no way be construed to be a waiver of such provision or of any other provision hereof.


 


22.             
No Impact on Other Benefits. The value of Participant’s Award is not part of his or her normal or expected
compensation for purposes of calculating any severance, retirement, welfare, insurance or similar employee benefit.


 


23.             
Data Privacy. Participant expressly authorizes and consents to the collection, possession, use, retention
and transfer of personal data of Participant, whether in electronic or other form, by and among Company, its Affiliates, third-party
administrator(s) and other possible recipients, in each case for the exclusive purpose of implementing, administering, facilitating
and/or managing Participant’s Awards under, and participation in, the Plan. Such personal data may include, without limitation,
Participant’s name, home address and telephone number, date of birth, Social Security Number, social insurance number or
other identification number, salary, job title and other job-related information, tax information, the number of Company shares
held or sold by Participant, and the details of all Awards (including any information contained in this Award and all Award-related
materials) granted to Participant, whether exercised, unexercised, vested, unvested, cancelled or outstanding (“Data”).
Participant acknowledges, understands and agrees that Data may be transferred to third parties, which will assist the Company with
the implementation, administration and management of the Plan.


 


24.             
Complete Agreement. This Agreement and the Plan and the other documents referred to herein and therein embody
the complete agreement and understanding among the parties and supersede and preempt any prior understandings, agreements or representations
by or among the parties, written or oral, which may have related to the subject matter hereof in any way, provided, however,
the terms of Section 4 are in addition to and complement (and do not replace or supersede) all other agreements and
obligations between the Company or any Affiliate and Participant with respect to confidentiality, non-disclosure, non-competition
or non-solicitation.


 


25.             
No Strict Construction. The language used in this Agreement shall be deemed to be the language chosen by the
parties hereto to express their mutual intent, and no rule of strict construction shall be applied against any party.


 






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26.              Section
409A. This Agreement is intended to comply with Section 409A of the Code or an exemption thereunder and shall be
construed and interpreted in a manner that is consistent with the requirements for avoiding additional taxes or penalties
under Section 409A of the Code. Notwithstanding the foregoing, the Company makes no representations that the payments and
benefits provided under this Agreement comply with Section 409A of the Code and in no event shall the Company be liable for
all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Participant on account of
non-compliance with Section 409A of the Code.


 


27.             
Language. This Agreement has been prepared and any communication hereunder shall be made in English language.
The Participant herby confirms that he/she understands the wording of this Agreement and he/she had possibility to ask questions
about and negotiate the terms of the Agreement.


 








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