X0206 3 2020-12-29 0 0001793659 Rush Street Interactive, Inc. RSI 0001083031 CARLIN GREGORY A C/O RUSH STREET INTERACTIVE, INC. 900 N. MICHIGAN AVENUE, SUITE 950 CHICAGO IL 60611 1 1 1 0 Chief Executive Officer 0001839483 GREG & MARCY CARLIN FAMILY TRUST C/O RUSH STREET INTERACTIVE, INC. 900 N. MICHIGAN AVENUE, SUITE 950 CHICAGO IL 60611 1 0 1 0 Class V Voting Stock 17623639 D Class V Voting Stock 16509006 I By Greg and Marcy Carlin Family Trust Class V Voting Stock 258906 I By Rush Street Interactive GP, LLC Class A Common Units of Rush Street Interactive, L.P. Class A Common Stock 17623639 D Class A Common Units of Rush Street Interactive, L.P. Class A Common Stock 16509006 I By Greg and Marcy Carlin Family Trust Class A Common Units of Rush Street Interactive, L.P. Class A Common Stock 258906 I By Rush Street Interactive GP, LLC These shares of Class V Voting Stock of the Issuer provide no economic rights in the Issuer to the holder thereof. However, each holder of Class V Voting Stock will be entitled to vote as a common stockholder of the Issuer, with the number of votes equal to the number of shares of Class V Voting Stock held at the time of such vote. These securities are held directly by the Greg and Marcy Family Trust (the "Carlin Trust"). The reporting person is the trustee of the Carlin Trust and may be deemed to possess voting and investment control over the securities held by the Carlin Trust. Pursuant to the Amended and Restated Limited Partnership Agreement of Rush Street Interactive, L.P. ("RSI LP"), beginning on June 29, 2021, the Class A Common Units of RSI LP ("RSI Units") beneficially owned by the reporting person may be exchanged, subject to certain conditions, for one share of Class A Common Stock of the Issuer. Upon such exchange, an equivalent number of shares of Class V Voting Stock then held by the reporting person will be canceled. These securities were issued to the reporting person in connection with the transactions contemplated by the Amended and Restated Business Combination Agreement, dated October 9, 2020 and as further amended on December 4, 2020 (the "BCA"), by and among Rush Street Interactive, Inc. (f/k/a DMY Technology Group, Inc.), RSI LP and the other parties thereto, pursuant to which, among other things, the reporting person will retain a direct beneficial ownership interest in 17,623,639 Class A Common Units of RSI LP, of which 1,652,216 units are subject to certain restrictions on transfer and voting and forfeiture, subject to the terms of the BCA. These securities were issued to the reporting person in connection with the transactions contemplated by the BCA, pursuant to which, among other things, the reporting person will retain an indirect beneficial ownership interest in 16,509,006 Class A Common Units of RSI, of which 1,547,719 units are subject to certain restrictions on transfer and voting and forfeiture, subject to the terms of the BCA. These securities were issued to the reporting person in connection with the transactions contemplated by the BCA, pursuant to which, among other things, the reporting person will retain an indirect beneficial ownership interest in 258,906 Class A Common Units of RSI, of which 24,273 units are subject to certain restrictions on transfer and voting and forfeiture, subject to the terms of the BCA. These securities are held directly by Rush Street Interactive GP, LLC ("RSI GP"). The reporting person is a manager of and controls 19% of the voting units in RSI GP and may be deemed to be a beneficial owner of the securities held thereby. The reporting person disclaims beneficial ownership of the securities held by RSI GP except to the extent of his pecuniary interest therein. Exhibit List: Exhibit 24 - Power of Attorney Gregory A. Carlin: /s/ Kyle Sauers as Attorney-in-fact 2021-01-08 Greg and Marcy Carlin Family Trust: /s/ Kyle Sauers as Attorney-in-fact 2021-01-08