ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • May 5th, 2022 • New Duke Holdco, Inc. • Services-miscellaneous amusement & recreation • New York
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (the “Agreement”) is entered into and effective as of May 5, 2022 by and among Golden Nugget Online Gaming, Inc., a Delaware corporation (“GNOG”), New Duke Holdco, Inc., a Nevada corporation (to be renamed “DraftKings Inc.” effective as of the Closing (as defined below)) (“New DraftKings”), Continental Stock Transfer & Trust Company, a New York corporation (“Continental”), and Computershare Inc., a Delaware corporation (“Computershare Inc.”), and its affiliate, Computershare Trust Company, N.A., a federally chartered trust company (collectively with Computershare Inc., “Computershare”).
FIRST SUPPLEMENTAL INDENTUREFirst Supplemental Indenture • May 5th, 2022 • New Duke Holdco, Inc. • Services-miscellaneous amusement & recreation • New York
This First Supplemental Indenture (this “Supplemental Indenture”) is made as of May 5, 2022, by and among DraftKings Holdings Inc. (formerly known as DraftKings Inc.), a Nevada corporation, as issuer (the “Company”), DraftKings Inc. (formerly known as New Duke Holdco, Inc.), a Nevada corporation and the parent company of the Company, as guarantor (“Parent”), and Computershare Trust Company, N.A., as Trustee (the “Trustee”) under the Indenture referred to below.
ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • May 5th, 2022 • New Duke Holdco, Inc. • Services-miscellaneous amusement & recreation • New York
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (the “Agreement”) is entered into and effective as of May 5, 2022 by and among DraftKings Inc., a Nevada corporation (to be renamed “DraftKings Holdings Inc.” as of the Closing (as defined below)) (“Old DraftKings”), New Duke Holdco, Inc., a Nevada corporation (to be renamed “DraftKings Inc.” effective as of the Closing) (“New DraftKings”), and Computershare Inc., a Delaware corporation (“Computershare Inc.”), and its wholly owned subsidiary, Computershare Trust Company, N.A., a federally chartered trust company (collectively with Computershare Inc., “Computershare”).
FORM OF INDEMNIFICATION AGREEMENTForm of Indemnification Agreement • May 5th, 2022 • New Duke Holdco, Inc. • Services-miscellaneous amusement & recreation • Nevada
This INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of ____________, 2022 between DRAFTKINGS INC., a Nevada corporation (the “Company”), and ____________ (“Indemnitee”).
vi- SCHEDULES AND EXHIBITS Schedule I: List of Voting Company Stockholders Schedule II: Schedule III: List of Certain Voting Company Stockholders List of Certain Holders of Company Options Exhibit A: Definitions Exhibit B: Written Consent Exhibit C:...Execution Version Agreement and Plan of Merger • February 15th, 2024 • DraftKings Inc. • Services-miscellaneous amusement & recreation • Delaware
Execution Version LOAN AND SECURITY AGREEMENT dated as of December 20, 2022, among DRAFTKINGS INC., as Borrower, the Guarantors listed herein, the Lenders listed herein, and PACIFIC WESTERN BANK, as Administrative Agent, Collateral Agent, and Payment...Execution Version Loan and Security Agreement • February 17th, 2023 • DraftKings Inc. • Services-miscellaneous amusement & recreation • North Carolina
