Exhibit 10.20


 


Privileged and Confidential


 





RUSH STREET INTERACTIVE, INC.


2020 OMNIBUS EQUITY INCENTIVE PLAN


 


RESTRICTED STOCK UNIT 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 number of restricted stock units (the “RSUs”)
set forth below. This award of RSUs (this “Award”) is subject to the terms and conditions set forth herein
and in the Restricted Stock Unit 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 Award:	Restrictive Stock Units under Article 8 of the Plan.



 


	Participant:		 
	 	 	 
	Grant Date:		 
	 	 	 
	Total Number of Restricted Stock Units:	
         
	 



 


	Vesting Schedule:	Subject to Sections 2(c) and 5 of the Agreement, the Plan and the other terms and conditions set forth herein, the RSUs 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:



 


	 	
        Vesting
        Date
	
        Number
        of 

RSUs That Vest
	 
	 	________	________	 
	 	________	________	 
	 	________	________	 



 


By your signature
below, you agree to be bound by the terms and conditions of the Plan, the Agreement and this Restricted Stock Unit Grant Notice
(this “Grant Notice”). You acknowledge that you have 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. You hereby agree 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 ORDER TO RECEIVE THE BENEFITS OF THIS
GRANT NOTICE AND THE AGREEMENT, AND FOR THIS AWARD OF RSUs TO BE EFFECTIVE, YOU MUST EXECUTE THIS GRANT NOTICE (THE “ACCEPTANCE
REQUIREMENTS”).  IF YOU FAIL TO SATISFY THE ACCEPTANCE REQUIREMENTS WITHIN 45 DAYS FOLLOWING THE GRANT DATE, THEN:


 


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


 


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


 


[Signature Page Follows]


 






    2 


     


    

 


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


Restricted
Stock Unit Grant Notice




 






     


     


    

 


EXHIBIT A


 


RESTRICTED STOCK UNIT AGREEMENT


 


This Restricted Stock
Unit 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.                 
Award.  Effective as of the Grant Date set forth in the Grant Notice (the “Grant Date”),
the Company hereby grants to Participant the number of RSUs set forth in the Grant Notice on the terms and conditions set forth
in the Grant Notice, this Agreement and the Plan, which is incorporated herein by reference as a part of this Agreement. In the
event of any inconsistency between the Plan and this Agreement, the terms of the Plan shall control. To the extent vested, each
RSU represents the right to receive one share of Common Stock, subject to the terms and conditions set forth in the Grant Notice,
this Agreement and the Plan. Unless and until the RSUs have become vested in the manner set forth in the Grant Notice, Participant
will have no right to receive any Common Stock or other payments in respect of the RSUs. Prior to settlement of this Award, the
RSUs and this Award represent an unsecured obligation of the Company, payable only from the general assets of the Company.


 


2.                 
Vesting of RSUs. 


 


(a)              
Except as otherwise set forth in Sections 2(c) and Section 5, the RSUs shall vest in accordance with the vesting
schedule set forth in the Grant Notice.  Unless and until the RSUs have vested in accordance with such vesting schedule, Participant
will have no right to receive any dividends or other distribution with respect to the RSUs. Upon a termination of Participant’s
Continuous Service with the Company or an Affiliate prior to the vesting of all of the RSUs (but after giving effect to any accelerated
vesting pursuant to Section 2(c)), any unvested RSUs (and all rights arising from such RSUs and from being a holder thereof)
will terminate automatically without any further action by the Company and will be forfeited without further notice and at no cost
to the Company.


 


(b)              
The parties acknowledge and agree that that for the purposes of this Agreement, the Committee or its delegate, in its sole
discretion, may determine whether Participant’s Continuous Service shall be considered interrupted in the case of any leave
of absence approved by that party, including, without limitation, sick leave, military leave or any other personal or family leave
of absence, each in accordance with applicable law. The parties further acknowledge and agree that the Committee or delegate may,
in its sole discretion, determine that any such interruption in Participant’s Continuous Service may temporarily or permanently
pause the vesting of the Award until such time or until a specified event occurs, as the Committee or delegate, in its sole discretion,
so determines.


 


(c)               Notwithstanding
anything in the Grant Notice, this Agreement or the Plan to the contrary, subject to Section 12, the
RSUs shall immediately become fully vested 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.


 






    Exhibit A-1 


     


    

 


3.                 
Dividend Equivalents. In the event that the Company declares and pays a dividend in respect of its outstanding shares
of Common Stock and, on the record date for such dividend, Participant holds RSUs granted pursuant to this Agreement that have
not been settled, the Company shall record the amount of such dividend in a bookkeeping account and pay to Participant an amount
in cash equal to the cash dividends Participant would have received if Participant was the holder of record, as of such record
date, of a number of shares of Common Stock equal to the number of RSUs held by Participant that have not been settled as of such
record date, such payment to be made on or within 60 days following the date on which such RSUs vest in accordance with Section
2 (the “Dividend Equivalents”). For purposes of clarity, if the RSUs (or any portion thereof) are forfeited
by Participant pursuant to the terms of this Agreement, then Participant shall also forfeit the Dividend Equivalents, if any, accrued
with respect to such forfeited RSUs. No interest will accrue on the Dividend Equivalents between the declaration and payment of
the applicable dividends and the settlement of the Dividend Equivalents.


 


4.                 
Settlement of RSUs. As soon as administratively practicable following the vesting of RSUs pursuant to Section
2, but in no event later than 30 days after such vesting date, the Company shall deliver to Participant a number of shares
of Common Stock equal to the number of RSUs subject to this Award. All shares of Common Stock issued hereunder shall be delivered
either by delivering one or more certificates for such shares to Participant or by entering such shares in book-entry form, as
determined by the Committee in its sole discretion. The value of shares of Common Stock shall not bear any interest owing to the
passage of time. Neither this Section 4 nor any action taken pursuant to or in accordance with this Agreement shall be construed
to create a trust or a funded or secured obligation of any kind.


 


5.                 
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.


 






    A-2 


     


    

 


(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.


 


(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).


 






    A-3 


     


    

 


(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 5(e)(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;


 


(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.


 






    A-4 


     


    

 


(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 5 as a condition to the execution by the Company of this Agreement; (iv) the
provisions of this Section 5 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 5 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 5; and (g) 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.


 


(i)                
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.


 


(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 5 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 5:


 


(i)                
 All RSUs that have not been settled as of the date of such determination (and all rights arising from such RSUs and from
being a holder thereof) will terminate automatically without any further action by the Company and will be forfeited without further
notice and at no cost to the Company.


 


6.                 
Tax Withholding. To the extent that the receipt, vesting or settlement 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 settlement
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.


 


7.                 
No Right to Continued Employment, Service or Awards.(a) 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 RSUs 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.


 


(b)             
 The grant of the RSUs is a one-time benefit and does not create any contractual or other right to receive a grant of Awards
or benefits in lieu of Awards in the future. Any future Awards will be granted at the sole discretion of the Company.


 






    A-5 


     


    

 


8.                 
Non-Transferability.  During the lifetime of Participant, the RSUs may not be transferable by Participant other
than by will or by the laws of descent and distribution, unless and until the shares of Common Stock underlying the RSUs have been
issued, and all restrictions applicable to such shares have lapsed. Anny attempted Transfer of the RSUs shall be null and void
and of no effect, except to the extent that such Transfer is permitted by the preceding sentence.


 


9.                 
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.


 


10.             
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.


 


11.             
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.


 


12.             
 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 13, notices, demands
and other communications shall be sent to the addresses indicated below:


 


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.


 






    A-6 


     


    

 


13.             
Execution of Receipts and Releases. Any issuance or transfer of shares of Common Stock 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; provided, however, that any review period
under such release will not modify the date of settlement with respect to vested RSUs.


 


14.            
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 15 shall be cumulative and in addition to any other remedies to which such party may
be entitled.


 


15.              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.


 


16.             
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.


 


17.             
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.


 


18.             
Governing Law Jurisdiction; Costs. The law 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.


 


19.             
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 the RSUs may be transferred by will or the laws of descent or
distribution.


 






    A-7 


     


    

 


20.              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.


 


21.             
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.


 


22.            
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.


 


23.             
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.


 


24.             
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.


 


25.            
Counterparts. This Agreement may be executed and delivered in one or more counterparts and by fax, email or other
electronic transmission, each of which shall be deemed an original and all of which shall be considered one and the same agreement.
No party shall raise the use of a fax machine or email to deliver a signature or the fact that any signature or agreement or instrument
was transmitted or communicated through the use of a fax machine or email as a defense to the formation or enforceability of this
Agreement and each party forever waives any such defense.


 


26.             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 5 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.


 






    A-8 


     


    

 


27.             
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.


 


28.             
Section 409A. Notwithstanding anything herein or in the Plan to the contrary, the RSUs granted pursuant to this Agreement
are intended to be exempt from the applicable requirements of Section 409A of the Code and shall be limited, construed and interpreted
in accordance with such intent. Nevertheless, to the extent that the Committee determines that the RSUs may not be exempt from
Section 409A of the Code, then, if Participant is deemed to be a “specified employee” within the meaning of Section
409A of the Code, as determined by the Committee, at a time when Participant becomes eligible for settlement of the RSUs upon his
 “separation from service” within the meaning of Section 409A of the Code, then to the extent necessary to prevent any
accelerated or additional tax under Section 409A of the Code, such settlement will be delayed until the earlier of: (a) the date
that is six months following Participant’s separation from service and (b) Participant’s death. Notwithstanding the
foregoing, the Company and its Affiliates make no representations that the RSUs provided under this Agreement are exempt from or
compliant with Section 409A of the Code and in no event shall the Company or any Affiliate be liable for all or any portion of
any taxes, penalties, interest or other expenses that may be incurred by Participant on account of non-compliance with Section
409A of the Code.


 


29.             
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.


 








    A-9