EX-10.2





 Exhibit 10.2 

FORM OF SUBSCRIPTION AGREEMENT 

This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on July 27, 2020, by and among
dMY Technology Group, Inc., a Delaware corporation (the “Company”), and each of the undersigned subscribers (each a “Subscriber”). 

WHEREAS, concurrently with the execution of this Subscription Agreement, the Company is entering into a definitive agreement
with Rush Street Interactive, LP, a Delaware limited partnership (“RSI”), and the other parties thereto, providing for the combination of the Company and RSI (the “Transaction Agreement” and the transactions
contemplated by the Transaction Agreement, the “Transaction”); 
 WHEREAS, in connection with the
Transaction, each Subscriber, severally and not jointly, desires to subscribe for and purchase from the Company, immediately prior to the consummation of the Transaction, that number of shares of the Company’s Class A common stock, par
value $0.0001 per share (the “Class A Common Stock”), set forth on its respective signature page hereto (the “Subscribed Shares”) for a purchase price of $10.00 per share (the “Per Share
Price” and the aggregate of such Per Share Price for all Subscribed Shares being referred to herein as the “Purchase Price”), and the Company desires to issue and sell to Subscriber the Subscribed Shares in consideration of
the payment of the Purchase Price by or on behalf of Subscriber to the Company; and 
 WHEREAS, on or about the date of this
Subscription Agreement, the Company is entering into subscription agreements (the “Other Subscription Agreements” and together with the Subscription Agreement, the “Subscription Agreements”) with certain other
investors (the “Other Subscribers” and together with Subscriber, the “Subscribers”), pursuant to which such investors have agreed to purchase on the closing date of the Transaction, inclusive of the Subscribed
Shares, an aggregate amount of up to 16,043,002, shares of Class A Common Stock, at the Per Share Price (the “Other Subscribed Shares” and together with the Subscribed Shares, the “Collective Subscribed
Shares”). 
 NOW, THEREFORE, in consideration of the foregoing and the mutual representations, warranties and
covenants, and subject to the conditions, herein contained, and intending to be legally bound hereby, the parties hereto hereby agree as follows: 

Section 1.    Subscription. Subject to the terms and conditions hereof, at the Closing
(as defined below), Subscriber hereby agrees to subscribe for and purchase, and the Company hereby agrees to issue and sell to Subscriber, the Subscribed Shares (such subscription and issuance, the “Subscription”). 

Section 2.    Closing. 

(a)    The consummation of the Subscription contemplated hereby (the “Closing”) shall
occur on the closing date of the Transaction (the “Closing Date”), immediately prior to or substantially concurrent with the consummation of the Transaction. 

(b)    At least five (5) Business Days before the anticipated Closing Date, the Company shall deliver
written notice to Subscriber (the “Closing Notice”) specifying (i) the anticipated Closing Date and (ii) the wire instructions for delivery of the Purchase Price to the Company. On


  
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the Closing Date, Subscriber shall deliver the Purchase Price for the Subscribed Shares by wire transfer of United States dollars in immediately available funds to the account specified by the
Company in the Closing Notice and deliver to the Company such information as is reasonably requested in the Closing Notice in order for the Company to issue the Subscribed Shares to Subscriber, including, without limitation, the legal name of the
person or entity in whose name the Subscriber Shares are to be issued. At the Closing, upon satisfaction (or, if applicable, waiver) of the conditions set forth in this Section 2 and prior to the release of the Purchase
Price by the Subscriber, the Company shall deliver to Subscriber (i) the Subscribed Shares in book entry form, free and clear of any liens or other restrictions (other than those arising under this Subscription Agreement or state or
federal securities laws), in the name of Subscriber (or its nominee in accordance with its delivery instructions), and (ii) written notice from the Company’s transfer agent evidencing the issuance to Subscriber of the Subscribed Shares on
and as of the Closing Date; provided that, (x) if such book entry is made prior to the Company’s receipt of the Purchase Price from such Subscriber and (y) such Purchase Price is not received by the Company on the Closing Date,
then without limiting any rights of any party under this Agreement, the Company may, without any action of Subscriber, cause such book entries to be automatically cancelled, void and of no further force and effect. In the event that the consummation
of the Transaction does not occur within one (1) Business Day of the Closing Date specified in the Closing Notice, the Company shall promptly (but in no event later than two (2) Business Days after the anticipated Closing Date specified in
the Closing Notice) return the funds so delivered by Subscriber to the Company by wire transfer in immediately available funds to the account specified by Subscriber, and any book entries shall be deemed cancelled. Notwithstanding such return or
cancellation (x) a failure to close on the anticipated Closing Date shall not, by itself, be deemed to be a failure of any of the conditions to Closing set forth in this Section 2 to be satisfied or waived on or prior
to the Closing Date, and (y) unless and until this Subscription Agreement is terminated in accordance with Section 6 herein. Subscriber shall remain obligated (A) to redeliver funds to the Company following the
Company’s delivery to Subscriber of a new Closing Notice and (B) to consummate the Closing upon satisfaction of the conditions set forth in this Section 2. For the purposes of this Subscription Agreement,
“Business Day” means any day other than a Saturday, Sunday or a day on which the Federal Reserve Bank of New York is closed. 

(c)    The Closing shall be subject to the satisfaction or valid waiver by the Company, on the one hand,
or Subscriber, on the other, of the conditions that, on the Closing Date: 
  

	 	(i)	 the Subscribed Shares shall have been approved for listing on The New York Stock Exchange (the
“Stock Exchange”) subject to notice of issuance thereof, and no suspension of the qualification of the Subscribed Shares for offering or sale or trading in any jurisdiction, or initiation or threatening of any proceedings for any of
such purposes, shall have occurred; 


  

	 	(ii)	 (A) all conditions precedent to the closing of the Transaction set forth in the Transaction Agreement,
including the approval of the Company’s stockholders, shall have been satisfied (other than those conditions which, by their nature, are to be satisfied at the closing of the Transaction pursuant to the Transaction Agreement) or waived,
provided such waiver does not materially adversely affect the economic benefits that the Subscriber would reasonably expect to receive under this Subscription Agreement (B) no 




  
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amendment or modification of the Transaction Agreement (as the same exists on the date hereof as provided to the Subscriber) shall have occurred that would reasonably be expected to materially
and adversely affect the economic benefits that the Subscriber would reasonably expect to receive under this Subscription Agreement without having received Subscriber’s prior written consent (not to be unreasonably withheld, conditioned or
delayed) and (C) and the closing of the Transaction shall be scheduled to occur concurrently with or immediately following the Closing; and 


  

	 	(iii)	 no governmental authority (including, but not limited to, any gaming authority) shall have enacted, issued,
promulgated, enforced or entered any judgment, order, law, rule or regulation which is then in effect and has the effect of making the consummation of the transactions contemplated hereby illegal or otherwise restraining or prohibiting consummation
of the transactions contemplated hereby. 


 (d)    The obligation of the Company to
consummate the Closing shall be subject to the satisfaction or valid waiver by the Company of the additional conditions that, on the Closing Date: 
  

	 	(i)	 all representations and warranties of Subscriber contained in this Subscription Agreement shall be true and
correct in all material respects (other than representations and warranties that are qualified as to materiality or Subscriber Material Adverse Effect (as defined below), which representations and warranties shall be true in all respects) at and as
of the Closing Date; 


  

	 	(ii)	 Subscriber shall have performed, satisfied and complied in all material respects with all covenants,
agreements and conditions required by this Subscription Agreement to be performed, satisfied or complied with by it at or prior to the Closing; and 


  

	 	(iii)	 if required by applicable gaming laws, rules, regulations, orders, policies or procedures, Subscriber shall
have been found suitable by such gaming authorities and there shall be no pending or threatened investigations, reviews or adjudications of Subscriber or its affiliates or their respective employees, directors, officers or owners by any governmental
authorities under applicable gaming laws the results of which could reasonably be expected to result in the denial, revocation, limitation or suspension of a gaming license with respect to the Company or RSI or their respective affiliates.



 (e)    The obligation of Subscriber to consummate the Closing shall be subject to
the satisfaction or valid waiver by Subscriber of the additional conditions that, on the Closing Date: 
  

	 	(i)	 all representations and warranties of the Company contained in this Subscription Agreement shall be true and
correct in all material respects (other than representations and warranties that are qualified as to materiality or Company Material Adverse Effect (as defined below), which 



  
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representations and warranties shall be true in all respects) at and as of the Closing Date; 


  

	 	(ii)	 the Company shall have performed, satisfied and complied in all material respects with all covenants,
agreements and conditions required by this Subscription Agreement to be performed, satisfied or complied with by it at or prior to the Closing; 


  

	 	(iii)	 there shall have been no amendment, waiver or modification to the Other Subscription Agreements that
materially economically benefits the Other Subscribers thereunder unless the Subscriber has been offered substantially the same benefits; and 


  

	 	(iv)	 assuming funding by Subscriber of the full Purchase Price hereunder, the Company shall have received
aggregate gross proceeds of not less than $100 million from the sale of the Collective Subscribed Shares pursuant to the Subscription Agreements. 



(f)    Prior to or at the Closing, Subscriber shall deliver to the Company a duly completed and executed
Internal Revenue Service Form W-9 or appropriate Form W-8. 

Section 3.    Company Representations and Warranties. The Company represents and
warrants to Subscriber that: 
 (a)    The Company (i) is duly organized, validly existing and in
good standing under the laws of its jurisdiction of incorporation, (ii) has the requisite power and authority to own, lease and operate its properties, to carry on its business as it is now being conducted and to enter into and perform its
obligations under this Subscription Agreement, and (iii) is duly licensed or qualified to conduct its business and, if applicable, is in good standing under the laws of each jurisdiction (other than its jurisdiction of incorporation) in which
the conduct of its business or the ownership of its properties or assets requires such license or qualification, except, with respect to the foregoing clause (iii), where the failure to be in good standing would not reasonably be expected to
have a Company Material Adverse Effect. For purposes of this Subscription Agreement, a “Company Material Adverse Effect” means an event, change, development, occurrence, condition or effect with respect to the Company and its
subsidiaries, taken together as a whole (on a consolidated basis), that, individually or in the aggregate, would reasonably be expected to have a material adverse effect on the Company’s ability to consummate the transactions contemplated
hereby, including the issuance and sale of the Subscribed Shares. 
 (b)    The Subscribed Shares have
been duly authorized and, when issued and delivered to Subscriber against full payment therefor in accordance with the terms of this Subscription Agreement, will be validly issued, fully paid and
non-assessable and will not have been issued in violation of any preemptive rights created under the Company’s organizational documents or the laws of its jurisdiction of incorporation. 

(c)    This Subscription Agreement has been duly executed and delivered by the Company, and assuming the
due authorization, execution and delivery of the same by Subscriber, this Subscription Agreement shall constitute the valid and legally binding obligation of the Company, enforceable against the Company in accordance with its terms, except as such


  
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enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors generally and by the availability of equitable remedies. 

(d)    Assuming the accuracy of the representations and warranties of Subscriber, the execution and
delivery of this Subscription Agreement, the issuance and sale of the Subscribed Shares and the compliance by the Company with all of the provisions of this Subscription Agreement and the consummation of the transactions contemplated herein will not
conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of the Company
pursuant to the terms of (i) any indenture, mortgage, deed of trust, loan agreement, lease, license or other agreement or instrument to which the Company is a party or by which the Company is bound or to which any of the property or assets of
the Company is subject; (ii) the organizational documents of the Company; or (iii) any statute or any judgment, order, rule or regulation of any court or governmental agency or body, domestic or foreign, having jurisdiction over the
Company or any of its properties that, in the case of clauses (i) and (iii), would reasonably be expected to have a Company Material Adverse Effect. 

(e)    Assuming the accuracy of the representations and warranties of Subscriber, the Company is not
required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration with, any court or other federal, state, local or other governmental authority, self-regulatory organization (including the
Stock Exchange) or other person in connection with the execution, delivery and performance of this Subscription Agreement (including, without limitation, the issuance of the Subscribed Shares), other than (i) filings required by applicable
state securities laws, (ii) filings required by applicable gaming laws, (iii) the filing of the Registration Statement pursuant to Section 5 below, (iv) the filing of a Notice of Exempt Offering of Securities
on Form D with the United States Securities and Exchange Commission (“SEC”) under Regulation D of the Securities Act of 1933, as amended (the “Securities Act”), if applicable, (v) those required by the Stock
Exchange, including with respect to obtaining stockholder approval, (vi) those required to consummate the Transaction as provided under the Transaction Agreement, (vii) the filing of notification under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, if applicable, and (viii) the failure of which to obtain would not be reasonably likely to have a Company Material Adverse Effect. 

(f)    As of their respective dates, all reports required to be filed by the Company with the SEC (the
“SEC Reports”) complied in all material respects with the requirements of the Securities Act and the Securities Exchange Act of 1934, and the rules and regulations of the SEC promulgated thereunder, and none of the SEC Reports, when
filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not
misleading. The financial statements of the Company included in the SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations of the SEC with respect thereto as in effect at the time of filing
and fairly present in all material respects the financial position of the Company as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, year-end audit adjustments. The Company has timely filed each report, statement, schedule, prospectus, and registration statement that the Company was required to file with the Commission


  
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since its inception. There are no material outstanding or unresolved comments in comment letters from the Staff of the Commission with respect to any of the SEC Reports. 

(g)    As of the date hereof and immediately prior to the Closing and the consummation of the Transaction,
the authorized capital stock of the Company consists and will consist of 400,000,000 shares of common stock, par value of $0.0001 per share (“Common Stock”), including 380,000,000 shares of Class A Common Stock and 20,000,000
shares of Class B Common Stock, par value of $0.0001 per share, and 1,000,000 shares of preferred stock, par value $0.0001 per share (“Preferred Shares”). As of the date hereof and immediately prior to the Closing and prior to
giving effect to any of the Transactions contemplated by the Transaction Agreement: (i) 23,000,000 shares of Class A Common Stock, 5,750,000 shares of Class B Common Stock and no Preferred Shares are and will be issued and outstanding;
(ii) 18,100,000 warrants, each exercisable to purchase one share of Class A Common Stock at $11.50 per share (“Warrants”), are and will be issued and outstanding, including 6,600,000 private placement warrants; and
(iii) no shares of Class A Common Stock are or will be subject to issuance upon exercise of outstanding options. No Warrants are exercisable on or prior to the Closing. 

(h)    All (i) issued and outstanding Class A Common Stock has been duly authorized and validly
issued, is fully paid and non-assessable and is not subject to preemptive rights and (ii) outstanding Warrants have been duly authorized and validly issued, are fully paid and are not subject to
preemptive rights. As of the date hereof, except as set forth above and pursuant to (i) the Other Subscription Agreements, or (ii) the Transaction Agreement (including the exhibits and schedules thereto), there are no outstanding options,
warrants or other rights to subscribe for, purchase or acquire from the Company any Class A Common Stock or other equity interests in the Company (collectively, “Equity Interests”) or securities convertible into or exchangeable
or exercisable for Equity Interests. As of the date hereof, the Company has no subsidiaries and does not own, directly or indirectly, interests or investments (whether equity or debt) in any person, whether incorporated or unincorporated. There are
no stockholder agreements, voting trusts or other agreements or understandings to which the Company is a party or by which it is bound relating to the voting of any Equity Interests, other than (A) the letter agreements entered into by the
Company in connection with the Company’s initial public offering on February 20, 2020, pursuant to which the Company’s sponsor and the Company’s executive officers and independent directors agreed to vote in favor of any proposed
Business Combination (as defined therein), which includes the Transaction, and (B) as contemplated by the Transaction Agreement. 

(i)    There are no securities or instruments issued by or to which the Company is a party containing
anti-dilution or similar provisions that will be triggered, and not fully waived by the holder of such securities or instruments pursuant to a written agreement or consent, by the issuance of (i) the Subscribed Shares or (ii) the shares to
be issued pursuant to any Other Subscription Agreement. 
 (j)    Except for such matters as have not
had and would not be reasonably likely to have a Company Material Adverse Effect, there is no (i) suit, action, proceeding or arbitration before a governmental authority or arbitrator pending, or, to the knowledge of the Company, threatened in
writing against the Company or (ii) judgment, decree, injunction, ruling or order of any governmental authority or arbitrator outstanding against the Company. 

  
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 (k)    Except for such matters as have not had and would
not be reasonably likely to have a Company Material Adverse Effect, the Company, RSI and their respective affiliates have, or will have at Closing, all required gaming licenses and the Company has not, and to its knowledge RSI has not, received
written notice of any denial, revocation, limitation or suspension of a gaming license with respect to the Company or RSI or their respective affiliates. 

(l)    The issued and outstanding shares of Class A Common Stock are registered pursuant to
Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and are listed for trading on the Stock Exchange under the symbol “DMYT”. There is no suit, action, proceeding or investigation
pending or, to the knowledge of the Company, threatened against the Company by the Stock Exchange or the SEC with respect to any intention by such entity to deregister the shares of Class A Common Stock or prohibit or terminate the listing of
the shares of Common Stock on the Stock Exchange. The Company has taken no action that is designed to terminate the registration of the shares of Class A Common Stock under the Exchange Act. 

(m)    Upon consummation of the Transaction, the issued and outstanding shares of Class A Common
Stock (excluding, for the avoidance of doubt, the Subscribed Shares) will be registered pursuant to Section 12(b) of the Exchange Act and will be listed for trading on the Stock Exchange, or another U.S. national securities exchange. 

(n)    Assuming the accuracy of Subscriber’s representations and warranties set forth in
Section 4 of this Subscription Agreement, no registration under the Securities Act is required for the offer and sale of the Subscribed Shares by the Company to Subscriber. 

(o)    Neither the Company nor any person acting on its behalf has engaged or will engage in any form of
general solicitation or general advertising (within the meaning of Regulation D) in connection with any offer or sale of the Subscribed Shares. 

(p)    Except for the Placement Agent, no broker or finder is entitled to any brokerage or finder’s
fee or commission solely in connection with the sale of the Subscribed Shares to Subscriber. 

(q)    Other than the Other Subscription Agreements and the Transaction Agreement, the Company has not
entered into any side letter or similar agreement with any subscriber in connection with such subscriber’s direct or indirect investment in the Company or with any other investor, and such Other Subscription Agreements have not been amended in
any material respect following the date of this Subscription Agreement. 

Section 4.    Subscriber Representations and Warranties. Subscriber represents and
warrants to the Company that: 
 (a)    Subscriber (i) is duly organized, validly existing and in
good standing under the laws of its jurisdiction of incorporation, and (ii) has the requisite power and authority to enter into and perform its obligations under this Subscription Agreement. 

(b)    This Subscription Agreement has been duly executed and delivered by Subscriber, and assuming the
due authorization, execution and delivery of the same by the Company, this 

  
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Subscription Agreement shall constitute the valid and legally binding obligation of Subscriber, enforceable against Subscriber in accordance with its terms, except as such enforceability may be
limited by bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors generally and by the availability of equitable remedies. 

(c)    The execution and delivery of this Subscription Agreement, the purchase of the Subscribed Shares
and the compliance by Subscriber with all of the provisions of this Subscription Agreement and the consummation of the transactions contemplated herein will not conflict with or result in a breach or violation of any of the terms or provisions of,
or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of Subscriber pursuant to the terms of (i) any indenture, mortgage, deed of trust, loan agreement,
lease, license or other agreement or instrument to which Subscriber is a party or by which Subscriber is bound or to which any of the property or assets of Subscriber is subject; (ii) the organizational documents of Subscriber; or
(iii) any statute or any judgment, order, rule or regulation of any court or governmental agency or body, domestic or foreign, having jurisdiction over Subscriber or any of its properties that, in the case of clauses (i) and
(iii), would reasonably be expected to have a Subscriber Material Adverse Effect. For purposes of this Subscription Agreement, a “Subscriber Material Adverse Effect” means an event, change, development, occurrence, condition
or effect with respect to Subscriber that would reasonably be expected to have a material adverse effect on Subscriber’s ability to consummate the transactions contemplated hereby, including the purchase of the Subscribed Shares. 

(d)    Subscriber (i) is a “qualified institutional buyer” (as defined in Rule 144A under
the Securities Act) or an “accredited investor” (within the meaning of Rule 501(a) under the Securities Act) satisfying the applicable requirements set forth on Annex A, (ii) is acquiring the Subscribed Shares only for its own account
and not for the account of others, or if Subscriber is subscribing for the Subscribed Shares as a fiduciary or agent for one or more investor accounts, each owner of such account is a qualified institutional buyer and Subscriber has full investment
discretion with respect to each such account, and the full power and authority to make the acknowledgements, representations and agreements herein on behalf of each owner of each such account, and (iii) is not acquiring the Subscribed Shares
with a view to, or for offer or sale in connection with, any distribution thereof in violation of the Securities Act (and has provided the Company with the requested information on Annex A following the signature page hereto). Subscriber is not an
entity formed for the specific purpose of acquiring the Subscribed Shares. 
 (e)    Subscriber
understands that the Subscribed Shares are being offered in a transaction not involving any public offering within the meaning of the Securities Act and that the Subscribed Shares have not been registered under the Securities Act. Subscriber
understands that the Subscribed Shares may not be resold, transferred, pledged or otherwise disposed of by Subscriber absent an effective registration statement under the Securities Act, except (i) to the Company or a subsidiary thereof, or
(ii) pursuant to an applicable exemption from the registration requirements of the Securities Act, and, in each of cases (i) and (ii), in accordance with any applicable securities laws of the applicable states and other jurisdictions of
the United States, and as a result of these transfer restrictions, Subscriber may not be able to readily resell the Subscribed Shares and may be required to bear the financial risk of an investment in the Subscribed Shares for an indefinite period
of time. Subscriber understands that it has been advised to consult legal counsel prior to making any offer, resale, pledge or transfer of any of the Subscribed Shares. 

  
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 (f)    Subscriber understands and agrees that Subscriber
is purchasing the Subscribed Shares directly from the Company. Subscriber further acknowledges that there have not been, and Subscriber hereby agrees that it is not relying on, any representations, warranties, covenants or agreements made to
Subscriber by the Company, any other party to the Transaction or any other person or entity, expressly or by implication, other than those representations, warranties, covenants and agreements of the Company set forth in this Subscription Agreement.
Subscriber acknowledges that certain information provided by the Company was based on projections, and such projections were prepared based on assumptions and estimates that are inherently uncertain and are subject to a wide variety of significant
business, economic and competitive risks and uncertainties that could cause actual results to differ materially from those contained in the projections. 

(g)    In making its decision to purchase the Subscribed Shares, Subscriber has relied solely upon
independent investigation made by Subscriber. Subscriber acknowledges and agrees that Subscriber has received such information as Subscriber deems necessary in order to make an investment decision with respect to the Subscribed Shares, including
with respect to the Company and the Transaction (including RSI and its subsidiaries (collectively, the “Acquired Companies”)). Subscriber represents and agrees that Subscriber and Subscriber’s professional advisor(s), if any,
have had the full opportunity to ask such questions, receive such answers and obtain such information as Subscriber and such undersigned’s professional advisor(s), if any, have deemed necessary to make an investment decision with respect to the
Subscribed Shares. Subscriber acknowledges and agrees that neither Needham & Company, LLC, acting as placement agent to the Company (the “Placement Agent”), nor any affiliate of the Placement Agent has provided Subscriber
with any information or advice with respect to the Subscribed Shares nor is such information or advice necessary or desired. Neither the Placement Agent nor any of its affiliates has made or makes any representation as to the Company or the Acquired
Companies or the quality or value of the Subscribed Shares and the Placement Agent and any of its respective affiliates may have acquired non-public information with respect to the Company or the Acquired
Companies which Subscriber agrees need not be provided to it. In connection with the issuance of the Subscribed Shares to Subscriber, neither the Placement Agent nor any of its affiliates has acted as a financial advisor or fiduciary to Subscriber.

 (h)    Subscriber became aware of this offering of the Subscribed Shares solely by means of direct
contact between Subscriber and the Company and/or RSI, or their respective affiliates, or by means of contact from the Placement Agent and the Subscribed Shares were offered to Subscriber solely by direct contact between Subscriber and the Company
and/or RSI, or their respective affiliates. Subscriber did not become aware of this offering of the Subscribed Shares, nor were the Subscribed Shares offered to Subscriber, by any other means. Subscriber acknowledges that the Company represents and
warrants that the Subscribed Shares (i) were not offered by any form of general solicitation or general advertising and (ii) are not being offered in a manner involving a public offering under, or in a distribution in violation of, the
Securities Act, or any state securities laws. 
 (i)    Subscriber acknowledges that it is aware that
there are substantial risks incident to the purchase and ownership of the Subscribed Shares. Subscriber has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the
Subscribed Shares, and Subscriber has had an opportunity to seek, and has 

  
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sought, such accounting, legal, business and tax advice as Subscriber has considered necessary to make an informed investment decision. 

(j)    Subscriber has adequately analyzed and fully considered the risks of an investment in the
Subscribed Shares and determined that the Subscribed Shares are a suitable investment for Subscriber and that Subscriber is able at this time and in the foreseeable future to bear the economic risk of a total loss of Subscriber’s investment in
the Company. Subscriber acknowledges specifically that a possibility of total loss exists. 

(k)    Subscriber understands and agrees that no federal or state agency has passed upon or endorsed the
merits of the offering of the Subscribed Shares or made any findings or determination as to the fairness of this investment. 

(l)    Subscriber is not (i) a person or entity named on the List of Specially Designated Nationals
and Blocked Persons administered by the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”) or in any Executive Order issued by the President of the United States and administered by OFAC (“OFAC
List”), or a person or entity prohibited by any OFAC sanctions program, (ii) a Designated National as defined in the Cuban Assets Control Regulations, 31 C.F.R. Part 515, or (iii) a non-U.S.
shell bank or providing banking services indirectly to a non-U.S. shell bank. Subscriber agrees to provide law enforcement agencies, if requested thereby, such records as required by applicable law, provided
that Subscriber is permitted to do so under applicable law. Subscriber represents that if it is a financial institution subject to the Bank Secrecy Act (31 U.S.C. Section 5311 et seq.), as amended by the USA PATRIOT Act of 2001 and its
implementing regulations (collectively, the “BSA/PATRIOT Act”), that Subscriber maintains policies and procedures reasonably designed to comply with applicable obligations under the BSA/PATRIOT Act. Subscriber also represents that,
to the extent required, it maintains, either directly or through the use of a third-party administrator, policies and procedures reasonably designed for the screening of its investors against the OFAC sanctions programs, including the OFAC List.
Subscriber further represents and warrants that, to the extent required, it maintains, either directly or through the use of a third-party administrator, policies and procedures reasonably designed to ensure that the funds held by Subscriber and
used to purchase the Subscribed Shares were legally derived. 
 (m)    Subscriber does not have, as of
the date hereof, and during the 30-day period immediately prior to the date hereof such Subscriber has not entered into, any “put equivalent position” as such term is defined in Rule 16a-1 under the Exchange Act or short sale positions with respect to the securities of the Company. Notwithstanding the foregoing, in the case of a Subscriber that is a multi-managed investment vehicle whereby
separate portfolio managers manage separate portions of such Subscriber’s assets and the portfolio managers have no direct knowledge of the investment decisions made by the portfolio managers managing other portions of such Subscriber’s
assets, the representation set forth above shall only apply with respect to the portion of assets managed by the portfolio manager that made the investment decision to purchase the Subscribed Shares covered by this Agreement. 

(n)     Except as expressly disclosed in a Schedule 13D or Schedule 13G (or amendments thereto) filed by
such Subscriber with the SEC with respect to the beneficial ownership of the Company’s common stock, Subscriber is not currently (and at all times through 

  
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Closing will refrain from being or becoming) a member of a “group” (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act or any successor provision),
including any group acting for the purpose of acquiring, holding or disposing of equity securities of the Company (within the meaning of Rule 13d-5(b)(1) under the Exchange Act). 

(o)    No foreign person (as defined in 31 C.F.R. Part 800.224) in which the national or subnational
governments of a single foreign state have a substantial interest (as defined in 31 C.F.R. Part 800.244) will acquire a substantial interest in the Company as a result of the purchase and sale of Subscribed Shares hereunder such that a declaration
to the Committee on Foreign Investment in the United States would be mandatory under 31 C.F.R. Part 800.401, and no foreign person will have control (as defined in 31 C.F.R. Part 800.208) over the Company from and after the Closing as a result of
the purchase and sale of Subscribed Shares hereunder. 
 (p)    If Subscriber is an employee benefit
plan that is subject to Title I of ERISA, a plan, an individual retirement account or other arrangement that is subject to section 4975 of the Code or an employee benefit plan that is a governmental plan (as defined in section 3(32) of ERISA), a
church plan (as defined in section 3(33) of ERISA), a non-U.S. plan (as described in section 4(b)(4) of ERISA) or other plan that is not subject to the foregoing but may be subject to provisions under any
other federal, state, local, non-U.S. or other laws or regulations that are similar to such provisions of ERISA or the Internal Revenue Code of 1986, as amended, or an entity whose underlying assets are
considered to include “plan assets” of any such plan, account or arrangement (each, a “Plan”) subject to the fiduciary or prohibited transaction provisions of ERISA or section 4975 of the Code, Subscriber represents and
warrants that, to its knowledge, neither the Company, nor any of its respective affiliates that the Company has disclosed to Subscriber for purposes of determining compliance with this section (the “Transaction Parties”) has acted
as the Plan’s fiduciary, or has been relied on for advice, with respect to its decision to acquire and hold the Subscribed Shares, and none of the Transaction Parties shall at any time be relied upon as the Plan’s fiduciary with respect to
any decision to acquire, continue to hold or transfer the Subscribed Shares. 
 (q)    Subscriber at the
Closing will have sufficient funds to pay the Purchase Price pursuant to Section 2. 

(r)    No broker or finder is entitled to any brokerage or finder’s fee or commission solely in
connection with the sale of the Subscribed Shares to Subscriber. 
 (s)    Subscriber agrees that,
notwithstanding Section 8(i), the Placement Agent and RSI may rely upon the representations and warranties made by Subscriber to the Company in this Subscription Agreement. 

Section 5.    Registration of Subscribed Shares. 

(a)    The Company agrees that, prior to the Closing Date, the Company will file with the SEC (at the
Company’s sole cost and expense) a registration statement registering the resale of the Subscribed Shares (the “Registration Statement”), and the Company shall use its commercially reasonable efforts to have the Registration
Statement declared effective upon the Closing, but no later than sixty (60) calendar days following the Closing Date (the “Effectiveness Deadline”), provided, that the Effectiveness Deadline shall be extended to ninety
(90) calendar days after the 

  
 11 













 
Closing Date if the Registration Statement is reviewed by, and comments thereto are provided from, the SEC. The Company will use its commercially reasonable efforts to provide a draft of the
Registration Statement to the undersigned for review (but not comment) at least two (2) business days in advance of filing the Registration Statement; provided that, for the avoidance of doubt, in no event shall the Company be required
to delay or postpone the filing of such Registration Statement as a result of or in connection with Subscriber’s review. Notwithstanding the foregoing, if the SEC prevents the Company from including any or all of the shares proposed to be
registered under the Registration Statement due to limitations on the use of Rule 415 of the Securities Act for the resale of the Subscribed Shares by the applicable stockholders or otherwise, such Registration Statement shall register for resale
such number of Subscribed Shares which is equal to the maximum number of Subscribed Shares as is permitted by the SEC. In such event, the number of Subscribed Shares to be registered for each selling stockholder named in the Registration Statement
shall be reduced pro rata among all such selling stockholders. The Company agrees that, except for such times as the Company is permitted hereunder to suspend the use of the prospectus forming part of a Registration Statement, the Company
will use commercially reasonable efforts to cause such Registration Statement to remain effective with respect to Subscriber until the earlier of (i) three (3) years from the issuance of the Subscribed Shares, (ii) the date on which all of
the Subscribed Shares shall have been sold, or (iii) on the first date on which the undersigned can sell all of its Subscribed Shares (or shares received in exchange therefor) under Rule 144 of the Securities Act and without the requirement for
the Company to be in compliance with the current public information required under Rule 144(c)(2) (or Rule 144(i)(2), if applicable) without limitation as to the manner of sale or the amount of such securities that may be sold. For as long as the
Registration Statement shall remain effective pursuant to the immediately preceding sentence, the Company will use commercially reasonable efforts to provide all customary and reasonable cooperation necessary to enable the undersigned to resell the
Subscribed Shares pursuant to the Registration Statement and update or amend the Registration Statement as necessary to include the Subscribed Shares. Until the undersigned ceases to hold Subscribed Shares, the Company will use commercially
reasonable efforts to file all reports and other materials required to be filed by the Exchange Act, other than Form 8-K reports, so long as the Company remains subject to such requirements and the filing of
such reports and other documents is required for the applicable provisions of Rule 144 of the Securities Act (when Rule 144 of the Securities Act becomes available to the Subscriber), and qualify the Subscribed Shares for listing on the applicable
stock exchange on which the Company’s Class A common stock is then listed. The Company’s obligations to include the Subscribed Shares in the Registration Statement are contingent upon Subscriber furnishing in writing to the Company
such information regarding Subscriber, the securities of the Company held by Subscriber and the intended method of disposition of the Subscribed Shares as shall be reasonably requested by the Company to effect the registration of the Subscribed
Shares, and Subscriber shall execute such documents in connection with such registration as the Company may reasonably request that are customary of a selling stockholder in similar situations, including providing that the Company shall be entitled
to postpone and suspend the effectiveness or use of the Registration Statement during any customary blackout or similar period or as permitted hereunder. In the case of the registration effected by the Company pursuant to this Subscription
Agreement, the Company shall, upon reasonable request, inform Subscriber as to the status of such registration. Subscriber shall not be entitled to use the Registration Statement for an underwritten offering of Subscribed Shares. Notwithstanding
anything to the contrary contained herein, the Company may delay or postpone filing of such 

  
 12 













 
Registration Statement, and from time to time require Subscriber not to sell under the Registration Statement or suspend the use or effectiveness of any such Registration Statement if it
determines that in order for the registration statement to not contain a material misstatement or omission, an amendment thereto would be needed, or if the board of directors of the Company determines in good faith that such filing or use could
materially affect a bona fide business or financing transaction of the Company or would require premature disclosure of information that could materially adversely affect the Company (each such circumstance, a “Suspension Event”);
provided, that, (w) the Company shall not so delay filing or so suspend the use of the Registration Statement for a period of more than sixty (60) consecutive days or more than two (2) times in any three hundred sixty (360) day
period and (x) the Company shall use commercially reasonable efforts to make such registration statement available for the sale by the undersigned of such securities as soon as practicable thereafter. 

(b)    At its expense the Company shall advise Subscriber within two (2) Business Days: (i) when
a Registration Statement or any post-effective amendment thereto has become effective; (ii) of the issuance by the SEC of any stop order suspending the effectiveness of any Registration Statement or the initiation of any proceedings for such
purpose; (iii) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Subscribed Shares included therein for sale in any jurisdiction or the initiation or threatening of any proceeding for
such purpose; and (iv) subject to the provisions in this Subscription Agreement, of the occurrence of any event that requires the making of any changes in any Registration Statement or prospectus so that, as of such date, the statements therein
are not misleading and do not omit to state a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in the light of the circumstances under which they were made) not misleading. Upon
receipt of any written notice from the Company (which notice shall not contain any material non-public information regarding the Company) of the happening of any of the foregoing or of a Suspension Event
during the period that the Registration Statement is effective or if as a result of a Suspension Event the Registration Statement or related prospectus contains any untrue statement of a material fact or omits to state any material fact required to
be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made (in the case of the prospectus) not misleading, the undersigned agrees that (1) it will immediately discontinue offers and
sales of the Subscribed Shares under the Registration Statement (excluding, for the avoidance of doubt, sales conducted pursuant to Rule 144) until the undersigned receives copies of a supplemental or amended prospectus (which the Company agrees to
promptly prepare) that corrects the misstatement(s) or omission(s) referred to above and receives notice that any post-effective amendment has become effective or unless otherwise notified by the Company that it may resume such offers and sales, and
(2) it will maintain the confidentiality of any information included in such written notice delivered by the Company except (A) for disclosure to the Subscriber’s employees, agents and professional advisers who need to know such
information and are obligated to keep it confidential, (B) for disclosures to the extent required in order to comply with reporting obligations to its limited partners who have agreed to keep such information confidential and (C) as
required by law, subpoena or regulatory request or requirement. If so directed by the Company, the undersigned will deliver to the Company or, in the undersigned’s sole discretion destroy, all copies of the prospectus covering the Subscribed
Shares in the undersigned’s possession; provided, however, that this obligation to deliver or destroy all copies of the prospectus covering the Subscribed Shares shall not apply (w) to the extent the undersigned is required
to retain a copy of such prospectus (A) in order to comply with applicable legal, 

  
 13 













 
regulatory, self-regulatory or professional requirements or (B) in accordance with a bona fide pre-existing document retention policy or (x) to
copies stored electronically on archival servers as a result of automatic data back-up. 

Section 6.    Termination. This Subscription Agreement shall terminate and be void and of no
further force and effect, and all rights and obligations of the parties hereunder shall terminate without any further liability on the part of any party in respect thereof, upon the earlier to occur of (a) such date and time as the Transaction
Agreement is terminated in accordance with its terms, (b) upon the mutual written agreement of the Company and Subscriber to terminate this Subscription Agreement, (c) if, on the Closing Date of the Transaction, any of the conditions to
Closing set forth in Section 2 of this Subscription Agreement have not been satisfied as of the time required hereunder to be so satisfied or waived by the party entitled to grant such waiver and, as a result thereof, the
transactions contemplated by this Subscription Agreement are not consummated, or (d) the “Outside Date” (as such term is defined in the Transaction Agreement); provided, that nothing herein will relieve any party from liability
for any willful breach hereof prior to the time of termination, and each party will be entitled to any remedies at law or in equity to recover losses, liabilities or damages arising from such breach. The Company shall notify Subscriber of the
termination of the Transaction Agreement promptly after the termination thereof. 

Section 7.    Trust Account Waiver. Subscriber hereby acknowledges that the Company has
established a trust account (the “Trust Account”) containing the proceeds of its initial public offering (the “IPO”) and from certain private placements occurring simultaneously with the IPO (including interest
accrued from time to time thereon) for the benefit of the Company’s public stockholders and certain other parties (including the underwriters of the IPO). For and in consideration of the Company entering into this Subscription Agreement, and
for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Subscriber hereby (a) agrees that it does not now and shall not at any time hereafter have any right, title, interest or claim of any kind
in or to any assets held in the Trust Account, and shall not make any claim against the Trust Account, regardless of whether such claim arises as a result of, in connection with or relating in any way to this Subscription Agreement or any other
matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to hereafter as the “Released Claims”), (b) irrevocably
waives any Released Claims that it may have against the Trust Account now or in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company, and (c) will not seek recourse against the Trust Account
for any reason whatsoever; provided, however, that nothing in this Section 7 shall be deemed to limit any Subscriber’s right to distributions from the Trust Account in accordance with the Company’s
amended and restated certificate of incorporation in respect of shares of Class A Common Stock of the Company acquired by any means other than pursuant to this Subscription Agreement. 

Section 8.    Miscellaneous. 

(a)    All notices, requests, demands, claims, and other communications hereunder shall be in writing. Any
notice, request, demand, claim, or other communication hereunder shall be deemed duly given (i) when delivered personally to the recipient, (ii) when sent by electronic mail, on the date of transmission to such recipient; provided, that
such notice, request, demand, claim or other communication is also sent to the recipient pursuant to clauses (i), (iii) or (iv) of this Section 8(a), (iii) one Business Day after being sent to the
recipient by reputable overnight courier service 

  
 14 













 
(charges prepaid), or (iv) four (4) Business Days after being mailed to the recipient by certified or registered mail, return receipt requested and postage prepaid, and, in each case,
addressed to the intended recipient at its address specified on the signature page hereof or to such electronic mail address or address as subsequently modified by written notice given in accordance with this Section 8(a).
A courtesy electronic copy of any notice sent by methods (i), (iii), or (iv) above shall also be sent to the recipient via electronic mail if provided in the applicable signature page hereof or to an electronic mail address as subsequently
modified by written notice given in accordance with this Section 8(a). 

(b)    Subscriber acknowledges that the Company will rely on the acknowledgments, understandings,
agreements, representations and warranties contained in this Subscription Agreement. Prior to the Closing, Subscriber agrees to promptly notify the Company if it becomes aware that any of the acknowledgments, understandings, agreements,
representations and warranties of Subscriber set forth herein are no longer accurate in all material respects. The Company acknowledges that Subscriber and others will rely on the acknowledgments, understandings, agreements, representations and
warranties contained in this Subscription Agreement. Prior to the Closing, the Company agrees to promptly notify Subscriber if it becomes aware that any of the acknowledgments, understandings, agreements, representations and warranties of the
Company set forth herein are no longer accurate in all material respects. 
 (c)    Each of the Company
and Subscriber is irrevocably authorized to produce this Subscription Agreement or a copy hereof to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby. 

(d)    Subscriber shall pay all of its own expenses in connection with this Subscription Agreement and the
transactions contemplated herein. 
 (e)    Neither this Subscription Agreement nor any rights that may
accrue to Subscriber hereunder (other than the Subscribed Shares acquired hereunder, if any) may be transferred or assigned. Neither this Subscription Agreement nor any rights that may accrue to the Company hereunder may be transferred or assigned
(provided, that, for the avoidance of doubt, the Company may transfer the Subscription Agreement and its rights hereunder solely in connection with the consummation of the Transaction and exclusively to another entity under the control of, or under
common control with, the Company, as applicable). Notwithstanding the foregoing, Subscriber may assign its rights and obligations under this Subscription Agreement to one or more of its affiliates (including other investment funds or accounts
managed or advised by the investment manager who acts on behalf of Subscriber) or, with the Company’s prior written consent, to another person, provided that no such assignment shall relieve Subscriber of its obligations hereunder if any such
assignee fails to perform such obligations. 
 (f)    All the agreements, representations and warranties
made by each party hereto in this Subscription Agreement shall survive the Closing. For the avoidance of doubt, if for any reason the Closing does not occur prior to the consummation of the Transaction, all representations, warranties, covenants and
agreements of the parties hereunder shall survive the consummation of the Transaction and remain in full force and effect. 

  
 15 













 (g)    The Company may request from Subscriber such
additional information as the Company may reasonably deem necessary to evaluate the eligibility of Subscriber to acquire the Subscribed Shares, and Subscriber shall provide such information as may be reasonably requested, to the extent readily
available and to the extent consistent with its internal policies and procedures (except with respect to requests in connection with determining eligibility under applicable gaming laws and/or requests by gaming regulatory authorities, which
requests shall be complied with in all respects). 
 (h)    This Subscription Agreement may not be
amended, modified, waived or terminated except by an instrument in writing, signed by the party against whom enforcement of such amendment, modification, waiver, or termination is sought; provided that any rights (but not obligations) of a party
under this Agreement may be waived, in whole or in part, by such party on its own behalf without the prior consent of any other party. Notwithstanding the foregoing, (i) no amendment, modification, or waiver of this Subscription Agreement, and
(ii) no consent to termination of this Subscription Agreement pursuant to Section 6(b), shall be effective unless and until consented to in writing by RSI. 

(i)    This Subscription Agreement and the non-disclosure
agreement entered into by the parties hereto constitute the entire agreement, and supersede all other prior agreements, understandings, representations and warranties, both written and oral, among the parties, with respect to the subject matter
hereof. 
 (j)    This Subscription Agreement is intended for the benefit of the parties hereto and
their heirs, executors, administrators, successors, legal representatives, and permitted assigns and is not for the benefit of, nor may any provision hereof be enforced by, any other person; provided, however, that the Placement Agent
shall be an intended third party beneficiary of the representations and warranties of the Company in Section 3 hereof and of the Subscribers in Section 4 hereof; provided further that RSI is an
express intended third party beneficiary of Section 4(s) and the last sentence of Section 8(h) hereto. 

(k)    The parties hereto agree that irreparable damage would occur in the event that any of the
provisions of this Subscription Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent breaches of this
Subscription Agreement and to enforce specifically the terms and provisions of this Subscription Agreement, this being in addition to any other remedy to which such party is entitled at law, in equity, in contract, in tort or otherwise. 

(l)    In any dispute arising out of or related to this Subscription Agreement, or any other agreement,
document, instrument or certificate contemplated hereby, or any transactions contemplated hereby or thereby, the applicable adjudicating body shall award to the prevailing party, if any, the costs and attorneys’ fees reasonably incurred by the
prevailing party in connection with the dispute and the enforcement of its rights under this Subscription Agreement or any other agreement, document, instrument or certificate contemplated hereby and, if the adjudicating body determines a party to
be the prevailing party under circumstances where the prevailing party won on some but not all of the claims and counterclaims, the adjudicating body may award the prevailing party an appropriate percentage of the costs and attorneys’ fees
reasonably incurred by the prevailing party in connection with the adjudication and the enforcement of its rights under 

  
 16 













 
this Subscription Agreement or any other agreement, document, instrument or certificate contemplated hereby or thereby. 

(m)    If any provision of this Subscription Agreement shall be invalid, illegal or unenforceable, the
validity, legality or enforceability of the remaining provisions of this Subscription Agreement shall not in any way be affected or impaired thereby and shall continue in full force and effect. 

(n)    No failure or delay by a party hereto in exercising any right, power or remedy under this
Subscription Agreement, and no course of dealing between the parties hereto, shall operate as a waiver of any such right, power or remedy of such party. No single or partial exercise of any right, power or remedy under this Subscription Agreement by
a party hereto, nor any abandonment or discontinuance of steps to enforce any such right, power or remedy, shall preclude such party from any other or further exercise thereof or the exercise of any other right, power or remedy hereunder. The
election of any remedy by a party hereto shall not constitute a waiver of the right of such party to pursue other available remedies. No notice to or demand on a party not expressly required under this Subscription Agreement shall entitle the party
receiving such notice or demand to any other or further notice or demand in similar or other circumstances or constitute a waiver of the rights of the party giving such notice or demand to any other or further action in any circumstances without
such notice or demand. 
 (o)    This Subscription Agreement may be executed and delivered in one or
more counterparts (including by facsimile or electronic mail or in .pdf) and by different parties in separate counterparts, with the same effect as if all parties hereto had signed the same document. All counterparts so executed and delivered shall
be construed together and shall constitute one and the same agreement. 
 (p)    This Subscription
Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without regard to the principles of conflicts of laws that would otherwise require the application of the law of any other state (except insofar as
affected by the statutes, rules and regulations related to gaming). 
 (q)    EACH PARTY HEREBY
WAIVES ITS RESPECTIVE RIGHTS TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OR RELATED TO THIS SUBSCRIPTION AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY IN ANY ACTION, PROCEEDING OR OTHER LITIGATION OF ANY TYPE
BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY OR ANY AFFILIATE OF ANY OTHER SUCH PARTY, WHETHER WITH RESPECT TO CONTRACT CLAIMS, TORT CLAIMS OR OTHERWISE. THE PARTIES AGREE THAT ANY SUCH CLAIM OR CAUSE OF ACTION SHALL BE TRIED BY A COURT TRIAL
WITHOUT A JURY. WITHOUT LIMITING THE FOREGOING, THE PARTIES FURTHER AGREE THAT THEIR RESPECTIVE RIGHT TO A TRIAL BY JURY IS WAIVED BY OPERATION OF THIS SECTION AS TO ANY ACTION, COUNTERCLAIM OR OTHER PROCEEDING WHICH SEEKS, IN WHOLE OR IN PART, TO
CHALLENGE THE VALIDITY OR ENFORCEABILITY OF THIS SUBSCRIPTION AGREEMENT OR ANY PROVISION HEREOF. THIS WAIVER  

  
 17 













 
SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS SUBSCRIPTION AGREEMENT. 

(r)    The parties agree that all disputes, legal actions, suits and proceedings arising out of or
relating to this Subscription Agreement must be brought exclusively in the Court of Chancery of the State of Delaware and any state appellate court therefrom within the State of Delaware (or, if the Court of Chancery of the State of Delaware
declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware or, in the event each federal court within the State of Delaware declines to accept jurisdiction over a particular matter, any state court
within the State of Delaware) (collectively the “Designated Courts”). Each party hereby consents and submits to the exclusive jurisdiction of the Designated Courts. No legal action, suit or proceeding with respect to this
Subscription Agreement may be brought in any other forum. Each party hereby irrevocably waives all claims of immunity from jurisdiction, and any objection which such party may now or hereafter have to the laying of venue of any suit, action
or proceeding in any Designated Court, including any right to object on the basis that any dispute, action, suit or proceeding brought in the Designated Courts has been brought in an improper or inconvenient forum or venue. Each of the parties also
agrees that delivery of any process, summons, notice or document to a party hereof in compliance with Section 8(a) of this Subscription Agreement shall be effective service of process for any action, suit or proceeding in a
Designated Court with respect to any matters to which the parties have submitted to jurisdiction as set forth above. 

(s)    This Subscription Agreement may only be enforced against, and any claim, action, suit or other
legal proceeding based upon, arising out of, or related to this Subscription Agreement, or the negotiation, execution or performance of this Subscription Agreement, may only be brought against the entities that are expressly named as parties hereto
and then only with respect to the specific obligations set forth herein with respect to such party. No past, present or future director, officer, employee, incorporator, manager, member, partner, stockholder, affiliate, agent, attorney or other
representative of any party hereto or of any affiliate of any party hereto, or any of their successors or permitted assigns, shall have any liability for any obligations or liabilities of any party hereto under this Subscription Agreement or for any
claim, action, suit or other legal proceeding based on, in respect of or by reason of the transactions contemplated hereby. 

(t)    The Company shall, by 9:00 a.m., New York City time, on the first (1st) Business Day immediately
following the date of this Subscription Agreement, issue one or more press releases or file with the SEC a Current Report on Form 8-K (collectively, the “Disclosure Document”) disclosing all material
terms of the transactions contemplated hereby and by the Other Subscription Agreements, the Transactions and any other material, nonpublic information that the Company has provided to Subscriber at any time prior to the filing of the Disclosure
Document. Upon the issuance of the Disclosure Document, to the Company’s knowledge, Subscriber shall not be in possession of any material, non-public information received from the Company or any of its
officers, directors, or employees or agents, and Subscriber shall no longer be subject to any confidentiality or similar obligations under any current agreement, whether written or oral with the Company or any of its affiliates. Notwithstanding
anything in this Subscription Agreement to the contrary, the Company (i) shall not publicly disclose the name of Subscriber or any of its affiliates or advisers, or include the name of Subscriber or any of its affiliates or advisers in any
press release, without the prior written consent of Subscriber and (ii) shall not publicly disclose the name of the Subscriber or any of its affiliates or advisers, or include the name of the Subscriber


  
 18 













 
or any of its affiliates or advisers in any filing with the SEC or any regulatory agency or trading market, without the prior written consent of Subscriber, except (A) as required by the
federal securities law and (B) to the extent such disclosure is required by law, at the request of the staff of the SEC or regulatory agency or under the regulations of NYSE. Subscriber will promptly provide any information reasonably requested
by the Company for any regulatory application or filing made or approval sought in connection with the Transaction (including filings with the SEC). 

(u)    The obligations of each Subscriber under this Subscription Agreement are several and not joint with
the obligations of any Other Subscriber or any other investor under the Other Subscription Agreements, and Subscriber shall not be responsible in any way for the performance of the obligations of any Other Subscriber under this Subscription
Agreement or any other investor under the Other Subscription Agreements. The decision of Subscriber to purchase Subscribed Shares pursuant to this Subscription Agreement has been made by Subscriber independently of any Other Subscriber or any other
investor and independently of any information, materials, statements or opinions as to the business, affairs, operations, assets, properties, liabilities, results of operations, condition (financial or otherwise) or prospects of the Company, RSI or
any of their respective subsidiaries which may have been made or given by any Other Subscriber or investor or by any agent or employee of any Other Subscriber or investor, and neither Subscriber nor any of its agents or employees shall have any
liability to any Other Subscriber or investor (or any other person) relating to or arising from any such information, materials, statements or opinions. Nothing contained herein or in any Other Subscription Agreement, and no action taken by
Subscriber or investor pursuant hereto or thereto, shall be deemed to constitute Subscriber and other investors as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that Subscriber and other
investors are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated by the this Subscription Agreement and the Other Subscription Agreements. Subscriber acknowledges that no Other Subscriber has
acted as agent for Subscriber in connection with making its investment hereunder and no Other Subscriber will be acting as agent of Subscriber in connection with monitoring its investment in the Subscribed Shares or enforcing its rights under this
Subscription Agreement. Subscriber shall be entitled to independently protect and enforce its rights, including without limitation the rights arising out of this Subscription Agreement, and it shall not be necessary for any Other Subscriber or
investor to be joined as an additional party in any proceeding for such purpose. 
 [Signature pages follow.] 

  
 19 













 IN WITNESS WHEREOF, each of the Company and Subscriber has executed
or caused this Subscription Agreement to be executed by its duly authorized representative as of the date first set forth above. 
  

			
	 DMY TECHNOLOGY GROUP, INC.

		
	 By:
	 	  

		 	 Name:

		 	 Title:



 
			
	
	 Address for Notices:

	
	 1180 NORTH TOWN CENTER DRIVE,

SUITE 100
 LAS VEGAS NV
89144

	 ATTN: Niccolo de Masi, Chief Executive

Officer
 EMAIL:
niccolo@dmytechnology.com
  
 with a copy (not to
constitute notice) to:
  
 WHITE & CASE LLP

1221 AVENUE OF THE AMERICAS
 NEW
YORK, NY 10020
 ATTN: Joel Rubinstein

             Elliott Smith

EMAIL: joel.rubinstein@whitecase.com

             
elliott.smith@whitecase.com




  
 [Signature Page to
Subscription Agreement] 













  

							
		  	 SUBSCRIBER:
	  	
				
		  		 		  	
		  	 Print Name:
	 	 [Various funds and accounts managed by Fidelity Management & Research Company]
	  	
				
		  	 By:
	 	  
	  	
		  		 	 Name:
	  	
		  		 	 Title:
	  	
			
		  	 Address for Notices:
	  	
			
		  	  
	  	
		  	  
	  	
			
		  	 Name in which shares are to be registered:
	  	
		  	  
	  	
			
	 Number of Subscribed Shares subscribed for:
	  	
                       
         
	  	
			
	 Price Per Subscribed Share:
	  	
                       
      $10.00
	  	
			
	 Aggregate Purchase Price:
	  	
$                       
         
	  	

 You must pay the Purchase Price by wire transfer of United States dollars in immediately available funds to
the account of the Company specified by the Company in the Closing Notice. 

  
 [Signature Page to
Subscription Agreement] 













 ANNEX A 

ELIGIBILITY REPRESENTATIONS OF SUBSCRIBER 

This Annex A should be completed and signed by Subscriber 

and constitutes a part of the Subscription Agreement. 
  

	A.	 QUALIFIED INSTITUTIONAL BUYER STATUS (Please check the box, if applicable) 



 

	 	☐	 Subscriber is a “qualified institutional buyer” (as defined in Rule 144A under the Securities
Act). 


  

	B.	 ACCREDITED INVESTOR STATUS (Please check the box) 



 

	 	☐	 Subscriber is an “accredited investor” (within the meaning of Rule 501(a) under the Securities
Act) and has marked and initialed the appropriate box below indicating the provision under which it qualifies as an “accredited investor.” 


  

	C.	 AFFILIATE STATUS 



	    	 (Please check the applicable box) 



SUBSCRIBER: 

☐ is: 

☐ is not: 

an “affiliate” (as defined in Rule 144 under the Securities Act) of the Company or acting on behalf of an affiliate
of the Company. 
 Rule 501(a), in relevant part, states that an “accredited investor” shall mean any person who
comes within any of the below listed categories, or who the issuer reasonably believes comes within any of the below listed categories, at the time of the sale of the securities to that person. Subscriber has indicated, by marking and initialing the
appropriate box below, the provision(s) below which apply to Subscriber and under which Subscriber accordingly qualifies as an “accredited investor.” 
  

	 	☐	 Any bank, registered broker or dealer, insurance company, registered investment company, business
development company, or small business investment company; 


  

	 	☐	 Any plan established and maintained by a state, its political subdivisions, or any agency or instrumentality
of a state or its political subdivisions for the benefit of its employees, if such plan has total assets in excess of $5,000,000; 


  

	 	☐	 Any employee benefit plan, within the meaning of the Employee Retirement Income Security Act of 1974, if a
bank, insurance company, or registered investment adviser makes the investment decisions, or if the plan has total assets in excess of $5,000,000; 















	 	☐	 Any corporation, similar business trust, partnership or any organization described in Section 501(c)(3)
of the Internal Revenue Code, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of $5,000,000; 


  

	 	☐	 Any director, executive officer, or general partner of the issuer of the securities being offered or sold,
or any director, executive officer, or general partner of a general partner of that issuer; 


  

	 	☐	 Any natural person whose individual net worth, or joint net worth with that person’s spouse, at the
time of his purchase exceeds $1,000,000. For purposes of calculating a natural person’s net worth: (a) the person’s primary residence must not be included as an asset; (b) indebtedness secured by the person’s primary
residence up to the estimated fair market value of the primary residence must not be included as a liability (except that if the amount of such indebtedness outstanding at the time of calculation exceeds the amount outstanding 60 days before such
time, other than as a result of the acquisition of the primary residence, the amount of such excess must be included as a liability); and (c) indebtedness that is secured by the person’s primary residence in excess of the estimated fair
market value of the residence must be included as a liability; 


  

	 	☐	 Any natural person who had an individual income in excess of $200,000 in each of the two most recent years
or joint income with that person’s spouse in excess of $300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year. 



 

	 	☐	 Any trust with assets in excess of $5,000,000, not formed to acquire the securities offered, whose purchase
is directed by a sophisticated person; or 


  

	 	☐	 Any entity in which all of the equity owners are accredited investors meeting one or more of the above tests
or one of the following tests. 


 [Specify which
tests:                ] 
  

			
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