Exhibit
10.28


 





RECAPITALIZATION
AGREEMENT


 


This
RECAPITALIZATION AGREEMENT (this "Agreement") is entered into as of July 27, 2020, by and among Rush Street Interactive,
L.P., a Delaware limited partnership (the "Company"), Rush Street Interactive GP, LLC, a Delaware limited liability
company (the "General Partner"), and each of the undersigned limited partners of the Company (the "Undersigned
Limited Partners"). Capitalized terms used, but not otherwise defined, in this Agreement shall have the meanings set
forth in the LP Agreement (as defined below); provided that, the terms "Closing", "Closing Date"
and “Company Enterprise Value” shall have the meanings set forth in the Business Combination Agreement (as
defined below).


 


WHEREAS,
the Company has an existing Agreement of Limited Partnership, dated as of December 19, 2019 (as amended from time to time, the
 “LP Agreement”);


 


WHEREAS,
the name of each of the Limited Partners and the class and number of Units of the Company held by each such Limited Partner as
of the date of this Agreement is set forth on Schedule A attached hereto;


 


WHEREAS,
the General Partner and the Limited Partners (collectively, the “Partners”) collectively own all of the issued
and outstanding Units of the Company;


 


WHEREAS,
the Company is entering into that certain Business Combination Agreement, dated as of the date hereof (as it may be amended, supplemented
or restated from time to time in accordance with the terms of such agreement, the "Business Combination Agreement"),
by and among the Company, dMY Technology Group, Inc., a Delaware corporation (“Buyer”), dMY Sponsor, LLC, a
Delaware limited liability company (the “Sponsor”), the sellers signatory thereto (the “Sellers”),
and the General Partner in its capacity as the Sellers’ Representative thereunder;


 


WHEREAS,
in connection with the transactions contemplated by the Business Combination Agreement, the Company, the General Partner and the
Undersigned Limited Partners believe it is in the best interests of the Company and the Partners to effect a recapitalization
of the Company (however structured, the “Recapitalization”) pursuant to which immediately prior to the Closing
on the Closing Date all Preferred Units, Common A-1 Units, Common A-2 Units, Common B-1 Units, and Common B-2 Units held by the
Limited Partners, will be converted into or exchanged for a number of Class A Common Units (as defined in the A&R LP Agreement
(as defined below)) as calculated herein (the “Exchange”);


 


WHEREAS,
for U.S. federal (and applicable state and local) income tax purposes the parties intend for the Recapitalization to be treated
as a recapitalization of the Company pursuant to which no gain or loss is recognized by the Company or the Limited Partners and
following which the Company shall continue as a partnership pursuant to Section 708(a) of the Internal Revenue Code of 1986, as
amended (the “Code”); and


 


WHEREAS,
in connection with the Recapitalization and the transactions contemplated by the Business Combination Agreement, the LP Agreement
will be amended and restated in substantially the form attached hereto as Exhibit A (the “A&R LP Agreement”)
to provide for, among other things, the relative rights, privileges and obligations of the Partners of the Company immediately
after the Recapitalization.


 






     


     


    

 


NOW,
THEREFORE, in consideration of the agreements and obligations set forth herein and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the undersigned parties hereto, intending to be legally bound, hereby
agree as follows:


 


1.          Exchange.
Notwithstanding anything to the contrary in the LP Agreement, prior to the Closing, all Preferred Units, Common A-1 Units,
Common A-2 Units, Common B-1 Units and Common B-2 Units held by each Partner shall be exchanged for (whether by merger or
voluntary exchange, as determined by the General Partner) into a number of Class A Common Units calculated by dividing (x)
the amount such Partner would have received in respect of his, her or its Units in a hypothetical liquidation of the Company
as of the Closing Date, based on the Company Enterprise Value and assuming (i) that all of the unvested Units have vested and
(ii) that the aggregate net proceeds of such hypothetical liquidation equal the Company Enterprise Value and are distributed
to the Partners pursuant to Section 5.1 of the LP Agreement, by (y) $10.00. For the avoidance of doubt, the
hypothetical liquidation has been calculated as provided in Section 5.1 of the LP Agreement without regard to A&R LP
Agreement being adopted in connection with the Recapitalization. A schedule of the final number of Class A Common Units to
which each Partner is entitled based on the foregoing is attached hereto as Schedule B attached hereto.


 


2.          Permitted Recapitalization. The Undersigned Limited Partners hereby consent, and waive any rights to object, to the Recapitalization.
Each Undersigned Limited Partner understands that each of the General Partner and the Company is, by its execution and delivery
of the Business Combination Agreement, approving the Business Combination Agreement and the transactions contemplated thereby.
Each Undersigned Limited Partner approves the Company's taking of such actions, and hereby consents, and waives any rights to
object, to the transactions contemplated by the Business Combination Agreement.


 


3.          Affairs of the Company. From and after the Closing Date, the Company will continue to engage in its business activities
and affairs incidental to its existence or required by the A&R LP Agreement and that certain Investor Rights Agreement, dated
as of the Closing Date, by and among the Company, the Limited Partners and the other parties thereto (the “Investor Rights
Agreement”).


 


4.          Tax Treatment. For U.S. federal (and applicable state and local) income tax purposes the parties intend for the Recapitalization
to be treated as a recapitalization of the Company pursuant to which no gain or loss is recognized by the Company or the Limited
Partners and following which the Company shall continue as a partnership pursuant to Section 708(a) of the Code (the “Intended
Tax Treatment”) and shall report the Recapitalization consistent with the Intended Tax Treatment for tax purposes, except
as otherwise required by applicable law.


 






    2


     


    

 


5.          Termination of Agreements. Notwithstanding anything herein to the contrary, in the event the Business Combination Agreement
terminates in accordance with its terms prior to the Closing, (x) this Recapitalization Agreement shall automatically terminate
and be of no further force or effect, without any further action required by the Parties and (y) the LP Agreement shall remain
in full force and effect in accordance with their respective terms. Notwithstanding anything to the contrary herein or in the
LP Agreement, the LP Agreement shall continue to apply in full force and effect until the Closing.


 


6.          Representations
and Warranties. Each of the Parties hereby represents and warrants (severally and not jointly as to itself, himself or herself
only) to the other Parties as follows: (i) if such Party is not an individual, it is duly organized, validly existing and in good
standing under the laws of the jurisdiction in which it is incorporated, formed, organized or constituted, and the execution,
delivery and performance of this Recapitalization Agreement and the consummation of the transactions contemplated hereby are within
such Person’s corporate, limited liability company or organizational powers and have been duly authorized by all necessary
corporate, limited liability company or organizational actions on the part of such Person; (ii) if such Party is an individual,
such Party has full legal capacity, right and authority to execute and deliver this Recapitalization Agreement and to perform
his or her obligations hereunder; (iii) this Recapitalization Agreement has been duly executed and delivered by such Party and,
assuming due authorization, execution and delivery by the other Parties to this Recapitalization Agreement, this Recapitalization
Agreement constitutes a legally valid and binding obligation of such Person, enforceable against such Party in accordance with
the terms hereof (except as enforceability may be limited by bankruptcy Laws, other similar Laws affecting creditors’ rights
and general principles of equity affecting the availability of specific performance and other equitable remedies); (iv) such Party
has had the opportunity to read the Business Combination Agreement, the Investor Rights Agreement and this Recapitalization Agreement
and has had the opportunity to consult with its tax and legal advisors; (v) such Party has not entered into, and shall not enter
into, any agreement that would restrict, limit or interfere with the performance of such Person’s obligations hereunder;
(vi) such Party has the direct or indirect interest in all of its, his or her Units as set forth across from such Person’s
name on Schedule A, and there exist no Liens or any other limitation or restriction (including, without limitation, any
restriction on the right to vote, sell or otherwise dispose of such securities (other than transfer restrictions under the Securities
Act) affecting any such securities, other than pursuant to the LP Agreement, this Recapitalization Agreement or any applicable
securities laws; and (vii) such Party agrees that, absent manifest error, Schedule B and the final number of Class A Common
Units to which such Party is entitled following the Recapitalization as set forth thereon, is accurate and complete in all respects
and binding upon such Party for all purposes set forth herein.


 


7.          Governing
Law. This Recapitalization Agreement, and any claims, controversies or causes of action arising out of this Recapitalization
Agreement (whether sounding in contract, tort or statute), shall be governed by the internal laws of the State of Delaware, without
giving effect to any otherwise applicable principles of choice of laws or conflict of laws, whether of the State of Delaware or
any other jurisdiction.


 






    3


     


    

 


8.          Binding Effect. The provisions of this Recapitalization Agreement shall be binding upon and inure to the benefit of the
respective successors and permitted assigns of the parties to this Recapitalization Agreement.


 


9.          Execution
of Counterparts; Electronic Delivery. This Recapitalization Agreement may be executed in any number of counterparts and by
fax, email or other electronic transmission, each of which when so executed and delivered shall be deemed an original, but all
of which shall together constitute one and the same instrument. No party hereto 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 a contract and each party hereto forever waives any
such defense. The words "execution," "signed," "signature," "delivery," and words of like
import in or relating to this Recapitalization Agreement or any document to be signed in connection with this Recapitalization
Agreement shall be deemed to include electronic signatures, deliveries or the keeping of records in electronic form, each of which
shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the
use of a paper-based recordkeeping system, as the case may be, and the parties hereto consent to conduct the transactions contemplated
hereunder by electronic means.


 


10.        Further
Assurances. The Parties agree to use their respective reasonable best efforts to take, or cause to be taken, all actions and
to do, or cause to be done, and assist and cooperate with the other Parties in doing, all things necessary to complete the transactions
contemplated by this Recapitalization Agreement and the Business Combination Agreement, including, but not limited to completing,
executing and delivering any documents, certificates, instruments and other papers that are necessary for the consummation of
the transactions contemplated by this Recapitalization Agreement and the Business Combination Agreement, including, without limitation,
the Investor Rights Agreement and the Tax Receivables Agreement (as defined in the Business Combination Agreement), in each case,
in substantially the form attached to the Business Combination Agreement.


 


11.        Amendments.
No provision of this Recapitalization Agreement may be amended or modified in whole or in part at any time without the express
written consent of the Company, the General Partner and the Undersigned Limited Partners holding at least a majority of the Units
held by all of the Limited Partners; provided, that any such amendment or modification that adversely and disproportionately
affects any Undersigned Limited Partner, as compared to the other Undersigned Limited Partners, shall require the prior written
consent of such Undersigned Limited Partner so adversely and disproportionately affected.


 


12.        Entire
Agreement. This Recapitalization Agreement, together with the other agreements contemplated hereby, constitutes the entire
agreement among the Parties with respect to the subject matter hereof and supersedes all prior agreements and undertakings, both
written and oral, among the parties with respect to the subject matter hereof.


 


13.        Conflicts.
To the extent any of the terms of this Recapitalization Agreement or the Investor Rights Agreement conflicts with any terms of
the LP Agreement, the parties hereby agree the terms of this Recapitalization Agreement or the Investor Rights Agreement, as applicable,
shall control and supersede any conflicting terms of the LP Agreement.


 


*        *        *        *        *


 






    4


     


    

 


IN
WITNESS WHEREOF, the parties hereto have executed this Recapitalization Agreement as of the date first above written.


 


	 	COMPANY:
	 	 
	 	RUSH STREET INTERACTIVE, L.P.
	 	 
	 	By: Rush Street Interactive GP,
    LLC 

Its: General Partner
	 	 
	 	 
	 	By:  	/s/
    Gregory Carlin
	 	Name: Gregory Carlin
	 	Title: Chief Executive Officer
	 	 
	 	 
	 	GENERAL PARTNER and LIMITED PARTNER:
	 	 
	 	RUSH STREET INTERACTIVE GP, LLC
	 	 
	 	 
	 	By:   	/s/
    Gregory Carlin
	 	Name: Gregory Carlin
	 	Title: Chief Executive Officer



 


[Signature
page to Recapitalization Agreement]


 






     


     


    

 


	 	LIMITED PARTNERS:
	 	 	 
	 	 	 
	 	GREG AND MARCY CARLIN FAMILY
    TRUST
	 	 	 
	 	 	 
	 	By:  	/s/
    Gregory Carlin
	 	Name: Gregory Carlin
	 	Title: Trustee



 


[Signature
page to Recapitalization Agreement]


 






     


     


    

 


	 	LIMITED PARTNERS:
	 	 
	 	 
	 	/s/
    Gregory Carlin
	 	Gregory Carlin



 


[Signature
page to Recapitalization Agreement]


 






     


     


    

 


	 	LIMITED PARTNERS:
	 	 
	 	 
	 	/s/
    Richard Schwartz
	 	Richard Schwartz



 





[Signature
page to Recapitalization Agreement]


 







     


     


    

 


 


	 	LIMITED PARTNERS:
	 	 
	 	 
	 	/s/
    Mattias Stetz
	 	Mattias Stetz



 


[Signature
page to Recapitalization Agreement]


 






     


     


    

 


	 	LIMITED PARTNERS:
	 	 	 
	 	 	 
	 	RSI INVESTORS, LLC
	 	By: Rust Street Interactive GP,
    LLC, its managing member
	 	 	 
	 	 	 
	 	By:  	/s/
    Neil Bluhm
	 	Name: Neil Bluhm
	 	Title: Manager



 


[Signature
page to Recapitalization Agreement]


 






     


     


    

 


	 	LIMITED PARTNERS:
	 	 
	 	 
	 	/s/
    Neil Bluhm
	 	Neil Bluhm



 


[Signature
page to Recapitalization Agreement]


 






     


     


    

 


 


	 	LIMITED PARTNERS:
	 	 	 
	 	 	 
	 	NGB 2013 DYNASTY TRUST
	 	 	 
	 	 	 
	 	By:  	/s/
    Neil Bluhm
	 	Name: Neil Bluhm
	 	Title: Trustee



 


[Signature
page to Recapitalization Agreement]


 






     


     


    

 


	 	LIMITED PARTNERS:
	 	 
	 	 
	 	/s/
    Einar Roosileht
	 	Einar Roosileht



 


[Signature
page to Recapitalization Agreement]


 






     


     


    

 


Schedule
A


 


Pre-Recapitalization
Unit Holdings


 


	 
Unitholder
	 	Preferred 

Units	 	 	Common A1

 Units	 	 	Common A2

 Units	 	 	Common B1

 Units	 	 	Common B2 

Units	 
	NGB 2013 Grandchildren's Dynasty Trust	 	 	38,006,222	 	 	 	38,006,222	 	 	 	-	 	 	 	-	 	 	 	-	 
	Neil G. Bluhm	 	 	475,078	 	 	 	475,078	 	 	 	-	 	 	 	-	 	 	 	-	 
	Greg and Marcy Carlin Family Trust	 	 	5,700,933	 	 	 	5,700,933	 	 	 	-	 	 	 	-	 	 	 	-	 
	Gregory A. Carlin	 	 	3,325,544	 	 	 	3,325,544	 	 	 	3,129,744	 	 	 	-	 	 	 	-	 
	Richard Schwartz	 	 	400,000	 	 	 	400,000	 	 	 	-	 	 	 	2,866,066	 	 	 	-	 
	Mattias Stetz	 	 	100,000	 	 	 	100,000	 	 	 	-	 	 	 	1,146,426	 	 	 	-	 
	Einar Roosileht	 	 	100,000	 	 	 	100,000	 	 	 	-	 	 	 	1,146,426	 	 	 	-	 
	RSI Investors, LLC	 	 	445,000	 	 	 	445,000	 	 	 	-	 	 	 	-	 	 	 	-	 
	Rush Street Interactive GP, LLC	 	 	479,877	 	 	 	479,877	 	 	 	 	 	 	 	-	 	 	 	-	 
	Total	 	 	49,032,654	 	 	 	49,032,654	 	 	 	3,129,744	 	 	 	5,158,918	 	 	 	-	 



 


[Schedule
A to Recapitalization Agreement]


 






     


     


    

 


Schedule
B


 


Post-Recapitalization
Unit Holdings


 


	 
Unitholder
	 	 
Class A Common Units
	 
	NGB 2013 Dynasty Trust	 	 	114,846,781	 
	Neil G. Bluhm	 	 	1,627,334	 
	Greg and Marcy Carlin Family Trust	 	 	17,234,006	 
	Gregory A. Carlin	 	 	19,223,639	 
	Richard Schwartz	 	 	9,519,950	 
	Mattias Stetz	 	 	3,626,657	 
	Einar Roosileht	 	 	3,626,657	 
	RSI Investors, LLC	 	 	1,344,814	 
	Rush Street Interactive GP, LLC	 	 	1,450,163	 
	Total	 	 	172,500,000	 



 


[Schedule
B to Recapitalization Agreement]