Rush Street Interactive Inc

This proposal asks shareholders to approve amendments to the Company’s Second Amended and Restated Certificate of Incorporation to (1) add officer exculpation provisions consistent with the 2022 amendment to DGCL Section 102(b)(7), and (2) clarify the director removal process where a director becomes an “Unsuitable Person.” The amendments to Article VIII would expand the Charter’s current director exculpation construct to include certain senior officers (president, CEO, COO, CFO, chief legal officer, controller, treasurer, chief accounting officer, other highly compensated officers identified in SEC filings, and any officer who consents) by limiting or eliminating monetary liability for breaches of the duty of care in direct stockholder claims to the fullest extent permitted by Delaware law, while explicitly preserving liability for breaches of the duty of loyalty, bad faith/intentional misconduct, knowing violations of law and transactions conferring improper personal benefits; the amendment would not shield officers from claims by the Company or derivative actions. The Clarifying Amendments modify Article VI, Section 6.3 to require a director deemed an “Unsuitable Person” to resign within five business days or be automatically removed, with disputes resolved by the Board’s good‑faith determination. Management frames the changes as aligning the Charter with current Delaware law, reducing the risk of distraction and litigation costs, and aiding recruitment and retention of senior executives by reducing certain monetary exposure, while maintaining accountability for disqualifying misconduct. The Board’s unanimous recommendation and the vote requirement (majority of voting power) reflect management’s view that the changes are limited in scope and appropriate; potential governance trade-offs include giving officers more protection from monetary claims (though not from derivative suits or company‑brought claims) and slightly narrowing stockholder remedies in direct care‑based claims. In evaluating the merits, a sophisticated analyst should weigh (a) the legal alignment and market practice — many Delaware corporations have adopted similar provisions post‑2022; (b) the limited nature of exculpation (care claims only, with loyalty and bad‑faith exceptions preserved); (c) the controlled‑company governance context where insiders hold majority voting power (meaning the insiders effectively assure passage); (d) the likely recruitment/retention benefits versus reduced direct‑claim deterrence; (e) possible insurance, indemnification and litigation cost implications; and (f) the procedural convenience of clarifying removal for Unsuitable Persons — which appears primarily ministerial but could accelerate director turnover in disqualification events. Overall, the amendment is a narrowly tailored governance modernization intended to align with Delaware law while preserving key accountability exceptions, but it reduces a narrow category of stockholder monetary remedies and should be assessed in the context of the Company’s controlled‑company structure and existing indemnification and oversight mechanisms.