and only if, the Closing occurs on or before the Threshold Date,
in addition to any legend required under the A&R LPA, the Investor Rights
Agreement or any other applicable agreement, any certificates and/or instruments
representing the Put-Call Units will bear a legend in substantially the
following form:
"THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR THE SECURITIES LAWS OF
ANY STATE OR ANY OTHER APPLICABLE SECURITIES LAWS AND ARE BEING SOLD IN RELIANCE
UPON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND
SUCH LAWS. SUCH SECURITIES MUST BE ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE
OFFERED FOR SALE, PLEDGED, HYPOTHECATED, SOLD, ASSIGNED OR TRANSFERRED AT ANY
TIME EXCEPT IN COMPLIANCE WITH (I) THE SECURITIES ACT, ANY APPLICABLE STATE
SECURITIES LAWS AND ANY OTHER APPLICABLE SECURITIES LAWS; AND (II) THE TERMS AND
CONDITIONS OF THIS AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP IN THE
ABSENCE OF SUCH REGISTRATION, UNLESS THE TRANSFEROR DELIVERS TO THE PARTNERSHIP
AN OPINION OF COUNSEL SATISFACTORY TO THE PARTNERSHIP, TO THE EFFECT THAT THE
PROPOSED SALE, TRANSFER OR OTHER DISPOSITION MAY BE EFFECTED WITHOUT
REGISTRATION UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES OR
"BLUE SKY" LAWS. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT
TO ADDITIONAL RESTRICTIONS ON TRANSFER SET FORTH IN (X) THAT CERTAIN AMENDED AND
RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF RUSH STREET INTERACTIVE, LP (THE
"COMPANY"), DATED AS OF [____], 2020, BY AND AMONG THE COMPANY AND THE PARTNERS
PARTY THERETO AND (Y) THAT CERTAIN INVESTOR RIGHTS AGREEMENT, DATED AS OF [___],
2020, BY AND AMONG RUSH STREET INTERACTIVE, INC. AND THE OTHER PARTIES THERETO,
IN EACH CASE, AS AMENDED FROM TIME TO TIME, AND CERTAIN PURCHASE OPTIONS,
REDEMPTIONS AND OTHER AGREEMENTS SET FORTH IN A PUT-CALL AGREEMENT AMONG THE
COMPANY, DMY TECHNOLOGY GROUP, INC. AND THE HOLDER OF SUCH SECURITIES, DATED AS
OF [_____], 2020, AS AMENDED OR MODIFIED FROM TIME TO TIME. COPIES OF SUCH
AGREEMENTS MAY BE OBTAINED BY THE HOLDER OF SUCH SECURITIES AT THE COMPANY'S
PRINCIPAL PLACE OF BUSINESS WITHOUT CHARGE."
4. Notices. All notices, demands or other communications to be given or
delivered under this Agreement shall be in writing and shall be deemed to have
been given (a) when delivered personally to the recipient, (b) when delivered by
means of electronic mail (if confirmation of good transmission is received by
the sender or no failure message is generated) or (c) one Business Day after
being sent to the
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recipient by reputable overnight courier service (charges prepaid). Such
notices, demands and other communications shall be sent to the Company or dMY,
as applicable, at the following address and to the Put-Call Seller at the
address set forth immediately below the Put-Call Seller's signature on the
signature page hereto (and if the Put-Call Seller has notified the Company and
dMY that the Put-Call Seller is represented by legal counsel in connection with
the transactions contemplated hereby, with