AGREEMENT AND PLAN OF MERGER Among GOLDEN NUGGET ONLINE GAMING, INC., DRAFTKINGS INC., NEW DUKE HOLDCO, INC., DUKE MERGER SUB, INC., and GULF MERGER SUB, INC. Dated as of August 9, 2021Agreement and Plan of Merger • August 10th, 2021 • Golden Nugget Online Gaming, Inc. • Services-prepackaged software • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of August 9, 2021, is entered into by and among Golden Nugget Online Gaming, Inc., a Delaware corporation (the “Company”), DraftKings Inc., a Nevada corporation (“Parent”), New Duke Holdco, Inc., a Nevada corporation and a wholly owned Subsidiary of Parent (“Holdco”), Duke Merger Sub, Inc., a Nevada corporation and a wholly owned Subsidiary of Holdco (“Duke Merger Sub”), and Gulf Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Holdco (“Gulf Merger Sub” and, together with Duke Merger Sub, the “Merger Subs”). The Company, Parent, Holdco and the Merger Subs are referred to herein as the “Parties” and each, a “Party”.
