Exhibit 10.1


 


Execution Version


 


SUBSCRIPTION
AGREEMENT


 


This
SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on December 22, 2019, by and between
Diamond Eagle Acquisition Corp., a Delaware corporation that will be re-domiciled to Nevada in connection with the Transaction
(as defined below) (the “Company”), and the undersigned subscriber (“Subscriber”).


 


WHEREAS,
concurrently with the execution of this Subscription Agreement, the Company is entering into a Business Combination Agreement with
DraftKings Inc., a Delaware corporation (“DK”), SBTech (Global) Limited, a company limited by shares, incorporated
in Gibraltar and continued as a company under the Isle of Man Companies Act 2006, with registration number 014119V (“SBT”),
and the other parties thereto, providing for the combination of the Company, DK and SBT (the “Transaction Agreement”
and the transactions contemplated by the Transaction Agreement, the “Transaction”);


 


WHEREAS,
pursuant to the Transaction Agreement, prior to or substantially concurrently with the Closing (as defined below), the Company
will convert to a Nevada corporation (the “NV Conversion”);


 


WHEREAS,
in connection with the Transaction, Subscriber desires to subscribe for and purchase from the Company, immediately prior to the
NV Conversion and consummation of the Transaction, that number of shares of the Company’s Class A common stock, par value
$0.0001 per share (the “Class A Shares”), set forth on the signature page hereto (the “Subscribed Shares”)
for a purchase price of $10.00 per share (the “Per Share Price” and the aggregate of such Per Share Price for
all Subscribed Shares being referred to herein as the “Purchase Price”), and the Company desires to issue and
sell to Subscriber the Subscribed Shares in consideration of the payment of the Purchase Price by or on behalf of Subscriber to
the Company; and


 


WHEREAS,
concurrently with the execution of this Subscription Agreement, the Company is entering into subscription agreements (the “Other
Subscription Agreements” and together with the Subscription Agreement, the “Subscription Agreements”)
with certain other investors (the “Other Subscribers” and together with the Subscriber, the “Subscribers”),
pursuant to which such investors have agreed to purchase on the closing date of the Transaction (the “Closing Date”),
inclusive of the Subscribed Shares, an aggregate amount of up to 40,000,000 Class A Shares, at the Per Share Price (the “Other
Subscribed Shares” and together with the Subscribed Shares, the “Collective Subscribed Shares”).


 


NOW,
THEREFORE, in consideration of the foregoing and the mutual representations, warranties and covenants, and subject to the conditions,
herein contained, and intending to be legally bound hereby, the parties hereto hereby agree as follows:


 


1.     
Subscription. 


 


a.      
Subject to the terms and conditions hereof, at the Closing (as defined below), Subscriber hereby agrees to subscribe for
and purchase, and the Company hereby agrees to issue and sell to Subscriber, upon the payment of the Purchase Price, the Subscribed
Shares (such subscription and issuance, the “Subscription”).


 






     


     


    

 





b.      
In addition, for each Subscribed Share purchased by Subscriber, Subscriber shall receive from the Company [__] warrants
to purchase shares of Common Stock (the “Incentive Warrants”). Each whole Incentive Warrant shall be exercisable
for one share of Common Stock at a price of $11.50 per share and shall have identical terms to the warrants included as part of
the Company’s units issued in the IPO. No fractional Incentive Warrants will be issued, and the Company will round the number
of Incentive Warrants to be issued to the Subscriber down to the nearest whole number.


 


2.     
Closing.


 


a.      
The consummation of the Subscription contemplated hereby (the “Closing”) shall occur on the Closing Date
immediately prior to the NV Conversion and the consummation of the Transaction.


 


b.     
At least five (5) Business Days before the anticipated Closing Date, the Company shall deliver written notice to Subscriber
(the “Closing Notice”) specifying (i) the anticipated Closing Date and (ii) the wire instructions for delivery
of the Purchase Price to the Company. No later than two (2) Business Days after receiving the Closing Notice, Subscriber shall
deliver to the Company such information as is reasonably requested in the Closing Notice in order for the Company to issue the
Subscribed Shares to Subscriber. Subscriber shall deliver to the Company, on or prior to 8:00 a.m. (Eastern time) (or as soon as
practicable after the Company or its transfer agent delivers evidence of the issuance to Subscriber of the Subscribed Shares on
and as of the Closing Date) on the Closing Date the Purchase Price in cash via wire transfer to the account specified in the Closing
Notice against (and concurrently with) delivery by the Company to Subscriber of (i) the Subscribed Shares in book entry form, free
and clear of any liens or other restrictions (other than those arising under this Subscription Agreement or state or federal securities
laws), in the name of Subscriber (or its nominee in accordance with its delivery instructions) or to a custodian designated by
Subscriber, as applicable, and (ii) written notice from the Company or its transfer agent evidencing the issuance to Subscriber
of the Subscribed Shares on and as of the Closing Date. In the event that the consummation of the Transaction does not occur within
one (1) Business Day after the anticipated Closing Date specified in the Closing Notice, the Company shall promptly (but in no
event later than two (2) Business Days after the anticipated Closing Date specified in the Closing Notice) return the funds so
delivered by Subscriber to the Company by wire transfer in immediately available funds to the account specified by Subscriber.
For the purposes of this Subscription Agreement, “Business Day” means any day other than a Saturday, Sunday
or a day on which the Federal Reserve Bank of New York is closed.


 


c.      
The Closing shall be subject to the satisfaction or valid waiver by the Company, on the one hand, or the Subscriber, on
the other, of the conditions that, on the Closing Date:


 


(i) no suspension
of the qualification of the Subscribed Shares for offering or sale or trading in any jurisdiction, or initiation or threatening
of any proceedings for any of such purposes, shall have occurred;


 






    2


     


    

 





(ii) all conditions
precedent to the closing of the Transaction set forth in the Transaction Agreement, including the approval of the Company’s
shareholders, shall have been satisfied or waived, and the closing of the Transaction shall be scheduled to occur concurrently
with or immediately following the Closing; and


 


(iii) no governmental
authority shall have enacted, issued, promulgated, enforced or entered any judgment, order, law, rule or regulation (whether temporary,
preliminary or permanent) which is then in effect and has the effect of making consummation of the transactions contemplated hereby
illegal or otherwise restraining or prohibiting consummation of the transactions contemplated hereby (except in the case of a governmental
authority located outside the United States where such judgment, order, law, rule or regulation would not be reasonably expected
to have a Company Material Adverse Effect (as defined below)); and no such governmental authority shall have instituted or threatened
in writing a proceeding seeking to impose any such restraint or prohibition (except in the case of a governmental authority located
outside the United States where such restraint or prohibition would not be reasonably expected to have a Company Material Adverse
Effect).


 


d.     
The obligation of the Company to consummate the Closing shall be subject to the satisfaction or valid waiver by the Company
of the additional conditions that, on the Closing Date:


 


(i) all representations
and warranties of Subscriber contained in this Subscription Agreement shall be true and correct in all material respects (other
than representations and warranties that are qualified as to materiality or Subscriber Material Adverse Effect (as defined below),
which representations and warranties shall be true in all respects) at and as of the Closing Date; and


 


(ii) Subscriber
shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by
this Subscription Agreement to be performed, satisfied or complied with by it at or prior to the Closing.


 


e.      
The obligation of Subscriber to consummate the Closing shall be subject to the satisfaction or valid waiver by Subscriber
of the additional conditions that, on the Closing Date:


 


(i) all representations
and warranties of the Company contained in this Subscription Agreement shall be true and correct in all material respects (other
than representations and warranties that are qualified as to materiality or Company Material Adverse Effect (as defined below),
which representations and warranties shall be true in all respects) at and as of the Closing Date;


 


(ii) the
Company shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required
by this Subscription Agreement to be performed, satisfied or complied with by it at or prior to the Closing;


 






    3


     


    

 


(iii) there
shall have been no amendment, waiver or modification to (A) the Transaction Agreement that materially and adversely affects the
Company or (B) the Other Subscription Agreements that materially economically benefits the investors thereunder unless the Subscribers
have been offered substantially the same benefits; and


 


(iv) the Registration
Statement (as defined below) shall have been declared effective by the Commission.


 


f.       
Prior to or at the Closing, Subscriber shall deliver to the Company a duly completed and executed Internal Revenue Service
Form W-9 or appropriate Form W-8.


 


3.     
Company Representations and Warranties.    The Company represents and warrants to Subscriber
that:


 


a.      
The Company (i) is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation,
(ii) has the requisite power and authority to own, lease and operate its properties, to carry on its business as it is now being
conducted and to enter into and perform its obligations under this Subscription Agreement, and (iii) is duly licensed or qualified
to conduct its business and, if applicable, is in good standing under the laws of each jurisdiction (other than its jurisdiction
of incorporation) in which the conduct of its business or the ownership of its properties or assets requires such license or qualification,
except, with respect to the foregoing clause (iii), where the failure to be in good standing would not reasonably be expected to
have a Company Material Adverse Effect. For purposes of this Subscription Agreement, a “Company Material Adverse Effect”
means an event, change, development, occurrence, condition or effect with respect to the Company and its subsidiaries, taken together
as a whole (on a consolidated basis), that, individually or in the aggregate, has a material adverse effect on the business, financial
condition or results of operations of the Company and its subsidiaries, taken together as a whole (on a consolidated basis).


 


b.     
The Subscribed Shares have been duly authorized and, when issued and delivered to Subscriber against full payment therefor
in accordance with the terms of this Subscription Agreement, will be validly issued, fully paid and non-assessable and will not
have been issued in violation of any preemptive rights created under the Company’s organizational documents or the laws of
its jurisdiction of incorporation.


 


c.      
This Subscription Agreement has been duly executed and delivered by the Company, and assuming the due authorization, execution
and delivery of the same by Subscriber, this Subscription Agreement shall constitute the valid and legally binding obligation of
the Company, enforceable against the Company in accordance with its terms, except as such enforceability may be limited by bankruptcy,
insolvency, reorganization, moratorium and similar laws affecting creditors generally and by the availability of equitable remedies.


 






    4


     


    

 





d.     
The execution and delivery of this Subscription Agreement, the issuance and sale of the Subscribed Shares and the compliance
by the Company with all of the provisions of this Subscription Agreement and the consummation of the transactions contemplated
herein will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default
under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of the Company
pursuant to the terms of (i) any indenture, mortgage, deed of trust, loan agreement, lease, license or other agreement or
instrument to which the Company is a party or by which the Company is bound or to which any of the property or assets of the Company
is subject; (ii) the organizational documents of the Company; or (iii) any statute or any judgment, order, rule or regulation
of any court or governmental agency or body, domestic or foreign, having jurisdiction over the Company or any of its properties
that, in the case of clauses (i) and (iii), would reasonably be expected to have a Company Material Adverse Effect or have
a material adverse effect on the Company’s ability to consummate the transactions contemplated hereby, including the issuance
and sale of the Subscribed Shares.


 


e.      
Assuming the accuracy of the representations and warranties of the Subscriber, the Company is not required to obtain any
consent, waiver, authorization or order of, give any notice to, or make any filing or registration with, any court or other federal,
state, local or other governmental authority, self-regulatory organization (including The Nasdaq Stock Market (“Nasdaq”))
or other person in connection with the execution, delivery and performance of this Subscription Agreement (including, without limitation,
the issuance of the Subscribed Shares), other than (i) filings required by applicable state securities laws, (ii) the
filing of the Registration Statement pursuant to Section 5 below, (iii) the filing of a Notice of Exempt Offering of Securities
on Form D with the United States Securities and Exchange Commission (“Commission”) under Regulation D
of the Securities Act of 1933, as amended (the “Securities Act”), (iv) those required by Nasdaq, including
with respect to obtaining shareholder approval, (v) those required to consummate the Transaction as provided under the Transaction
Agreement, (vi) the filing of notification under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, if applicable, and (vii) the
failure of which to obtain would not be reasonably likely to have a Company Material Adverse Effect or have a material adverse
effect on the Company’s ability to consummate the transactions contemplated hereby, including the issuance and sale of the
Subscribed Shares.


 


f.        As
of their respective dates, all reports required to be filed by the Company with the Commission (the “SEC
Reports”) complied in all material respects with the requirements of the Securities Act and the Securities Exchange
Act of 1934, and the rules and regulations of the Commission promulgated thereunder, and none of the SEC Reports, when filed,
contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or
necessary in order to make the statements therein, in the light of the circumstances under which they were made, not
misleading. The financial statements of the Company included in the SEC Reports comply in all material respects with
applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the
time of filing and fairly present in all material respects the financial position of the Company as of and for the dates
thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited
statements, to normal, year-end audit adjustments.


 






    5


     


    

 


g.     
As of the date hereof, the authorized share capital of the Company consists of 380,000,000 Class A Shares, 20,000,000 shares
of Class B common stock, par value $0.0001 per share (“Class B Shares” and together with the Class A Shares,
“Common Stock”) and 1,000,000 preferred shares, par value $0.0001 per share (“Preferred Shares”).
As of the Closing Date (and immediately after the consummation of the Transaction), the authorized share capital of the Company
will consist of 1,800,000,000 shares of common stock, consisting of 900,000,000 shares of Class A common stock and 900,000,000
shares of Class B common stock, and 300,000,000 shares of preferred stock, par value of $0.0001 per share. As of the date hereof:
(i) 40,000,000 Class A Shares, 10,000,000 Class B Shares and no Preferred Shares were issued and outstanding; (ii) 19,666,667
warrants, each exercisable to purchase one Class A Share at $11.50 per share (“Warrants”), were issued and outstanding,
including 6,333,334 private placement warrants; and (iii) no Common Stock was subject to issuance upon exercise of outstanding
options. No Warrants are exercisable on or prior to the Closing. All (i) issued and outstanding Common Stock has been duly
authorized and validly issued, is fully paid and non-assessable and is not subject to preemptive rights and (ii) outstanding
Warrants have been duly authorized and validly issued, are fully paid and are not subject to preemptive rights. As of the date
hereof, except as set forth above and pursuant to (i) the Other Subscription Agreements, and (ii) the Transaction Agreement, there
are no outstanding options, warrants or other rights to subscribe for, purchase or acquire from the Company any Common Stock or
other equity interests in the Company (collectively, “Equity Interests”) or securities convertible into or exchangeable
or exercisable for Equity Interests. As of the date hereof, the Company has no subsidiaries and does not own, directly or indirectly,
interests or investments (whether equity or debt) in any person, whether incorporated or unincorporated. There are no stockholder
agreements, voting trusts or other agreements or understandings to which the Company is a party or by which it is bound relating
to the voting of any Equity Interests, other than (A) the letter agreements entered into by the Company in connection with the
Company’s initial public offering on May 10, 2019 pursuant to which Eagle Equity Partners, LLC and the Company’s executive
officers and independent directors agreed to vote in favor of any proposed Business Combination (as defined therein), which includes
the Transaction, and (B) as contemplated by the Transaction Agreement. Other than Class B Shares, which have the anti-dilution
rights described in the Company’s certificate of incorporation, there are no securities or instruments issued by or to which
the Company is a party containing anti-dilution or similar provisions that will be triggered by the issuance of (i) the Subscribed
Shares or (ii) the shares to be issued pursuant to any Other Subscription Agreement.


 


h.      Except
for such matters as have not had and would not be reasonably likely to have a Company Material Adverse Effect or have a
material adverse effect on the Company’s ability to consummate the transactions contemplated hereby, including
the issuance and sale of the Subscribed Shares, as of the date hereof, there is no (i) suit, action, proceeding or
arbitration before a governmental authority or arbitrator pending, or, to the knowledge of the Company, threatened in writing
against the Company or (ii) judgment, decree, injunction, ruling or order of any governmental authority or arbitrator
outstanding against the Company.


 






    6


     


    

 


i.       
The issued and outstanding Class A Shares are registered pursuant to Section 12(b) of the Securities Exchange Act of
1934, as amended (the “Exchange Act”), and are listed for trading on Nasdaq under the symbol “DEAC.”
There is no suit, action, proceeding or investigation pending or, to the knowledge of the Company, threatened against the Company
by Nasdaq or the Commission with respect to any intention by such entity to deregister the Class A Shares or prohibit or terminate
the listing of the Class A Shares on Nasdaq. The Company has taken no action that is designed to terminate the registration of
the Class A Shares under the Exchange Act.


 


j.       
Upon consummation of the Transaction, the issued and outstanding Class A Shares will be registered pursuant to Section 12(b)
of the Exchange Act and will be listed for trading on Nasdaq.


 


k.     
Assuming the accuracy of Subscriber’s representations and warranties set forth in Section 4 of this Subscription
Agreement, no registration under the Securities Act is required for the offer and sale of the Subscribed Shares by the Company
to Subscriber.


 


l.       
Neither the Company nor any person acting on its behalf has engaged or will engage in any form of general solicitation or
general advertising (within the meaning of Regulation D) in connection with any offer or sale of the Subscribed Shares.


 


4.     
Subscriber Representations and Warranties. Subscriber represents and warrants to the Company that:


 


a.      
Subscriber (i) is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation,
and (ii) has the requisite power and authority to enter into and perform its obligations under this Subscription Agreement.


 


b.     
This Subscription Agreement has been duly executed and delivered by Subscriber, and assuming the due authorization, execution
and delivery of the same by the Company, this Subscription Agreement shall constitute the valid and legally binding obligation
of Subscriber, enforceable against Subscriber in accordance with its terms, except as such enforceability may be limited by bankruptcy,
insolvency, reorganization, moratorium and similar laws affecting creditors generally and by the availability of equitable remedies.


 


c.       The
execution and delivery of this Subscription Agreement, the purchase of the Subscribed Shares and the compliance by Subscriber
with all of the provisions of this Subscription Agreement and the consummation of the transactions contemplated herein will
not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or
result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of Subscriber
pursuant to the terms of (i) any indenture, mortgage, deed of trust, loan agreement, lease, license or other agreement
or instrument to which Subscriber is a party or by which Subscriber is bound or to which any of the property or assets of
Subscriber is subject; (ii) the organizational documents of Subscriber; or (iii) any statute or any judgment,
order, rule or regulation of any court or governmental agency or body, domestic or foreign, having jurisdiction over
Subscriber or any of its properties that, in the case of clauses (i) and (iii), would reasonably be expected to have a
Subscriber Material Adverse Effect. For purposes of this Subscription Agreement, a “Subscriber Material Adverse
Effect” means an event, change, development, occurrence, condition or effect with respect to Subscriber that would
reasonably be expected to have a material adverse effect on Subscriber’s ability to consummate the transactions
contemplated hereby, including the purchase of the Subscribed Shares.


 






    7


     


    

 


d.     
Subscriber (i) is an institutional “accredited investor” (within the meaning of Rule 501(a) under
the Securities Act) satisfying the applicable requirements set forth on Annex A, (ii) is acquiring the Subscribed
Shares only for its own account and not for the account of others, or if Subscriber is subscribing for the Subscribed Shares as
a fiduciary or agent for one or more investor accounts, each owner of such account is a qualified institutional buyer and Subscriber
has full investment discretion with respect to each such account, and the full power and authority to make the acknowledgements,
representations and agreements herein on behalf of each owner of each such account, and (iii) is not acquiring the Subscribed
Shares with a view to, or for offer or sale in connection with, any distribution thereof in violation of the Securities Act (and
has provided the Company with the requested information on Annex A following the signature page hereto). Subscriber
is not an entity formed for the specific purpose of acquiring the Subscribed Shares.


 


e.      
Subscriber understands that the Subscribed Shares are being offered in a transaction not involving any public offering within
the meaning of the Securities Act and that the Subscribed Shares have not been registered under the Securities Act. Subscriber
understands that the Subscribed Shares may not be resold, transferred, pledged or otherwise disposed of by Subscriber absent an
effective registration statement under the Securities Act, except (i) to the Company or a subsidiary thereof, or (ii) pursuant
to an applicable exemption from the registration requirements of the Securities Act, and, in each of cases (i) and (ii), in
accordance with any applicable securities laws of the states and other jurisdictions of the United States.


 


f.      
Subscriber understands and agrees that Subscriber is purchasing the Subscribed Shares directly from the Company. Subscriber
further acknowledges that there have not been, and Subscriber hereby agrees that it is not relying on, any representations, warranties,
covenants and agreements made to Subscriber by the Company, any other party to the Transaction or any other person or entity, expressly
or by implication, other than those representations, warranties, covenants and agreements of the Company set forth in this Subscription
Agreement. Subscriber acknowledges that certain information provided by the Company was based on projections, and such projections
were prepared based on assumptions and estimates that are inherently uncertain and are subject to a wide variety of significant
business, economic and competitive risks and uncertainties that could cause actual results to differ materially from those contained
in the projections.


 






    8


     


    

 





g.      
In making its decision to purchase the Subscribed Shares, Subscriber has relied solely upon independent investigation made
by Subscriber. Subscriber acknowledges and agrees that Subscriber has received such information as Subscriber deems necessary in
order to make an investment decision with respect to the Subscribed Shares, including with respect to the Company and the Transaction
(including DK and SBT and their respective subsidiaries (collectively, the “Acquired Companies”)). Subscriber
represents and agrees that Subscriber and Subscriber’s professional advisor(s), if any, have had the full opportunity to
ask such questions, receive such answers and obtain such information as Subscriber and such undersigned’s professional advisor(s),
if any, have deemed necessary to make an investment decision with respect to the Subscribed Shares. Subscriber acknowledges and
agrees that neither Goldman Sachs & Co. LLC or Credit Suisse AG, acting as placement agents to the Company (each, a “Placement
Agent” and, collectively, the “Placement Agents”), nor any affiliate of any Placement Agent has provided
Subscriber with any information or advice with respect to the Subscribed Shares nor is such information or advice necessary or
desired. Neither Placement Agent nor any of their respective affiliates has made or makes any representation as to the Company
or the Acquired Companies or the quality or value of the Subscribed Shares and the Placement Agents and any of their respective
affiliates may have acquired non-public information with respect to the Company or the Acquired Companies which Subscriber agrees
need not be provided to it. In connection with the issuance of the Subscribed Shares to Subscriber, neither the Placement Agent
nor any of its affiliates has acted as a financial advisor or fiduciary to Subscriber.


 


h.      
Subscriber became aware of this offering of the Subscribed Shares solely by means of direct contact between Subscriber and
the Company or by means of contact from a Placement Agent and the Subscribed Shares were offered to Subscriber solely by direct
contact between Subscriber and the Company. Subscriber did not become aware of this offering of the Subscribed Shares, nor were
the Subscribed Shares offered to Subscriber, by any other means. Subscriber acknowledges that the Company represents and warrants
that the Subscribed Shares (i) were not offered by any form of general solicitation or general advertising and (ii) are
not being offered in a manner involving a public offering under, or in a distribution in violation of, the Securities Act, or any
state securities laws.


 


i.       
Subscriber acknowledges that it is aware that there are substantial risks incident to the purchase and ownership of the
Subscribed Shares, including those made available to Subscriber on November 21, 2019. Subscriber has such knowledge and experience
in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Subscribed Shares,
and Subscriber has had an opportunity to seek, and has sought, such accounting, legal, business and tax advice as Subscriber has
considered necessary to make an informed investment decision.


 


j.       
Subscriber has adequately analyzed and fully considered the risks of an investment in the Subscribed Shares and determined
that the Subscribed Shares are a suitable investment for Subscriber and that Subscriber is able at this time and in the foreseeable
future to bear the economic risk of a total loss of Subscriber’s investment in the Company. Subscriber acknowledges specifically
that a possibility of total loss exists.


 






    9


     


    

 





k.      
Subscriber understands and agrees that no federal or state agency has passed upon or endorsed the merits of the offering
of the Subscribed Shares or made any findings or determination as to the fairness of this investment.


 


l.       
Subscriber is not (i) a person or entity named on the List of Specially Designated Nationals and Blocked Persons administered
by the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”) or in any Executive Order
issued by the President of the United States and administered by OFAC (“OFAC List”), or a person or entity prohibited
by any OFAC sanctions program, (ii) a Designated National as defined in the Cuban Assets Control Regulations, 31 C.F.R. Part 515,
or (iii) a non-U.S. shell bank or providing banking services indirectly to a non-U.S. shell bank (collectively, a “Prohibited
Investor”). Subscriber agrees to provide law enforcement agencies, if requested thereby, such records as required by
applicable law, provided that Subscriber is permitted to do so under applicable law. Subscriber represents that if it is a financial
institution subject to the Bank Secrecy Act (31 U.S.C. Section 5311 et seq.), as amended by the USA PATRIOT Act of 2001 and
its implementing regulations (collectively, the “BSA/PATRIOT Act”), that Subscriber maintains policies and procedures
reasonably designed to comply with applicable obligations under the BSA/PATRIOT Act. Subscriber also represents that, to the extent
required, it maintains policies and procedures reasonably designed for the screening of its investors against the OFAC sanctions
programs, including the OFAC List. Subscriber further represents and warrants that, to the extent required, it maintains policies
and procedures reasonably designed to ensure that the funds held by Subscriber and used to purchase the Subscribed Shares were
legally derived.


 


m.     
Subscriber does not have, as of the date hereof, and during the 30-day period immediately prior to the date hereof such
Subscriber has not entered into, any “put equivalent position” as such term is defined in Rule 16a-1 under the Exchange
Act or short sale positions with respect to the securities of the Company.


 


n.      
If Subscriber is an employee benefit plan that is subject to Title I of ERISA, a plan, an individual retirement account
or other arrangement that is subject to section 4975 of the Code or an employee benefit plan that is a governmental plan (as defined
in section 3(32) of ERISA), a church plan (as defined in section 3(33) of ERISA), a non-U.S. plan (as described in section 4(b)(4)
of ERISA) or other plan that is not subject to the foregoing but may be subject to provisions under any other federal, state, local,
non-U.S. or other laws or regulations that are similar to such provisions of ERISA or the Internal Revenue Code of 1986, as amended,
or an entity whose underlying assets are considered to include “plan assets” of any such plan, account or arrangement
(each, a “Plan”) subject to the fiduciary or prohibited transaction provisions of ERISA or section 4975 of the
Code, Subscriber represents and warrants that neither the Company, nor any of its respective affiliates (the “Transaction
Parties”) has acted as the Plan’s fiduciary, or has been relied on for advice, with respect to its decision to
acquire and hold the Subscribed Shares, and none of the Transaction Parties shall at any time be relied upon as the Plan’s
fiduciary with respect to any decision to acquire, continue to hold or transfer the Subscribed Shares.


 






    10


     


    

 





o.      
Subscriber at the Closing will have sufficient funds to pay the Purchase Price pursuant to Section 2(a).


 


p.     
Subscriber agrees that, notwithstanding Section 8(i), the Placement Agents may rely upon the representations and
warranties made by Subscriber to the Company in this Subscription Agreement.


 


5.     
Registration of Subscribed Shares and Incentive Warrants.


 


a.      
In connection with the Transaction and the NV Conversion, the Company will file a Registration Statement on Form S-4 (the
“Registration Statement”) to register (i) all of the issued and outstanding shares of Common Stock, including the Subscribed
Shares, and (ii) the Incentive Warrants, including the shares of Common Stock underlying the Incentive Warrants. Following the
registration of the Subscribed Shares and Incentive Warrants pursuant to the Registration Statement, the effectiveness of the NV
Conversion and the closing of the Transaction, the Subscribed Shares and the Incentive Warrants will be freely tradable in the
hands of persons other than DEAC’s affiliates.


 


b.      
Subscriber shall not execute any short sales or engage in other hedging transactions of any kind with respect to securities
of the Company during the period from the date of this Subscription Agreement through the Closing.


 


6.     
Termination. This Subscription Agreement shall terminate and be void and of no further force and effect, and
all rights and obligations of the parties hereunder shall terminate without any further liability on the part of any party in respect
thereof, upon the earlier to occur of (a) such date and time as the Transaction Agreement is terminated in accordance with
its terms, (b) upon the mutual written agreement of the Company and the Subscriber to terminate this Subscription Agreement,
(c) if, on the Closing Date of the Transaction, any of the conditions to Closing set forth in Section 2 of this Subscription
Agreement have not been satisfied as of the time required hereunder to be so satisfied or waived by the party entitled to grant
such waiver and, as a result thereof, the transactions contemplated by this Subscription Agreement are not consummated, or (d)
May 15, 2020 (the “Outside Date”); provided, that nothing herein will relieve any party from liability
for any willful breach hereof prior to the time of termination, and each party will be entitled to any remedies at law or in equity
to recover losses, liabilities or damages arising from such breach. The Company shall notify Subscriber of the termination of the
Transaction Agreement promptly after the termination thereof.


 


7.      Trust
Account Waiver. Subscriber hereby acknowledges that the Company has established a trust account (the
“Trust Account”) containing the proceeds of its initial public offering (the “IPO”) and
from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon)
for the benefit of the Company’s public shareholders and certain other parties (including the underwriters of the IPO).
For and in consideration of the Company entering into this Subscription Agreement, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, Subscriber hereby (i) agrees that it does not
now and shall not at any time hereafter have any right, title, interest or claim of any kind in or to any assets held in the
Trust Account, and shall not make any claim against the Trust Account, regardless of whether such claim arises as a result
of, in connection with or relating in any way to this Subscription Agreement or any other matter, and regardless of whether
such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are
collectively referred to hereafter as the “Released Claims”), (ii) irrevocably waives any Released Claims
that it may have against the Trust Account now or in the future as a result of, or arising out of, any negotiations,
contracts or agreements with the Company, and (iii) will not seek recourse against the Trust Account for any reason
whatsoever; provided however, that nothing in this Section 7 shall be deemed to limit any Subscriber’s right to
distributions from the Trust Account in accordance with the Company’s amended and restated certificate of
incorporation in respect of Common Stock of the Company acquired by any means other than pursuant to this Subscription
Agreement.


 






    11


     


    

 


8.     
Miscellaneous.


 


a.      
All notices, requests, demands, claims, and other communications hereunder shall be in writing. Any notice, request, demand,
claim, or other communication hereunder shall be deemed duly given (i) when delivered personally to the recipient, (ii) when sent
by electronic mail, on the date of transmission to such recipient; provided, that such notice, request, demand, claim or other
communication is also sent to the recipient pursuant to clauses (i), (iii) or (iv) of this Section 8(a), (iii) one Business
Day after being sent to the recipient by reputable overnight courier service (charges prepaid), or (iv) four (4) Business Days
after being mailed to the recipient by certified or registered mail, return receipt requested and postage prepaid, and, in each
case, addressed to the intended recipient at its address specified on the signature page hereof or to such electronic mail address
or address as subsequently modified by written notice given in accordance with this Section 8(a).


 


b.      
Subscriber acknowledges that the Company and others will rely on the acknowledgments, understandings, agreements, representations
and warranties contained in this Subscription Agreement. Prior to the Closing, Subscriber agrees to promptly notify the Company
if it becomes aware that any of the acknowledgments, understandings, agreements, representations and warranties of Subscriber set
forth herein are no longer accurate in all material respects. The Company acknowledges that Subscriber and others will rely on
the acknowledgments, understandings, agreements, representations and warranties contained in this Subscription Agreement. Prior
to the Closing, the Company agrees to promptly notify Subscriber if it becomes aware that any of the acknowledgments, understandings,
agreements, representations and warranties of the Company set forth herein are no longer accurate in all material respects.


 


c.      
Each of the Company and Subscriber is irrevocably authorized to produce this Subscription Agreement or a copy hereof to
any interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby.


 


d.      
Subscriber shall pay all of its own expenses in connection with this Subscription Agreement and the transactions contemplated
herein.


 






    12


     


    

 





e.      
Neither this Subscription Agreement nor any rights that may accrue to Subscriber hereunder (other than the Subscribed Shares
acquired hereunder, if any) may be transferred or assigned. Neither this Subscription Agreement nor any rights that may accrue
to the Company hereunder may be transferred or assigned (provided, that, for the avoidance of doubt, the Company may transfer the
Subscription Agreement and its rights hereunder in connection with the consummation of the NV Conversion and the Transaction).
Notwithstanding the foregoing, Subscriber may assign its rights and obligations under this Subscription Agreement to one or more
of its affiliates or, with the Company’s prior written consent, to another person, provided that no such assignment
shall relieve Subscriber of its obligations hereunder if any such assignee fails to perform such obligations.


 


f.       
All the agreements, representations and warranties made by each party hereto in this Subscription Agreement shall survive
the Closing.


 


g.     
The Company may request from Subscriber such additional information as the Company may deem necessary to evaluate the eligibility
of Subscriber to acquire the Subscribed Shares, and Subscriber shall provide such information as may be reasonably requested, to
the extent readily available and to the extent consistent with its internal policies and procedures.


 


h.     
This Subscription Agreement may not be amended, modified, waived or terminated except by an instrument in writing, signed
by the party against whom enforcement of such modification, waiver, or termination is sought; provided, that, this Subscription
Agreement may be amended, modified, waived or terminated with the written consent of the Company and the Subscribers then holding
a majority of the Collective Subscribed Shares then committed to be purchased at the Closing by (or, if after the Closing, then
held by) all Subscribers (the “Required Subscribers”). Upon the effectuation of such waiver, modification, amendment
or termination with the consent of the Required Subscribers in conformance with this Section 8(h), such amendment, modification,
waiver or termination shall be binding on all Subscribers and effective as to all of the Subscription Agreements. The Company shall
promptly give written notice thereof to Subscriber if Subscriber has not previously consented to such amendment, modification,
waiver or termination in writing; provided that the failure to give such notice shall not affect the validity of such amendment,
modification, waiver or termination. Notwithstanding anything to the contrary herein, (i) no amendment, modification or waiver
shall be effective against any Subscriber unless such amendment, modification or waiver applies to all Subscribers equally, (ii)
any amendment, modification or waiver that has a disproportionate effect on a Subscriber (considered apart from any disproportionate
effect owing to the number of Subscribed Shares held by such Subscriber), shall require the consent of such Subscriber and (iii)
any amendment to Section 3(i), Section 5, or Section 6 (to extend the Outside Date beyond May 30, 2020) of this Subscription
Agreement shall require the consent of the undersigned Subscriber.


 


i.        This
Subscription Agreement constitutes the entire agreement, and supersedes all other prior agreements,
understandings, representations and warranties, both written and oral, among the parties, with respect to the subject matter
hereof. This Subscription Agreement shall not confer any rights or remedies upon any person other than the parties hereto and
their respective permitted successors and assigns.


 






    13


     


    

 


j.       
Except as otherwise provided herein, this Subscription Agreement shall be binding upon, and inure to the benefit of the
parties hereto and their heirs, executors, administrators, successors, legal representatives, and permitted assigns, and the agreements,
representations, warranties, covenants and acknowledgments contained herein shall be deemed to be made by, and be binding upon,
such heirs, executors, administrators, successors, legal representatives and permitted assigns.


 


k.      
If any provision of this Subscription Agreement shall be invalid, illegal or unenforceable, the validity, legality or enforceability
of the remaining provisions of this Subscription Agreement shall not in any way be affected or impaired thereby and shall continue
in full force and effect.


 


l.       
This Subscription Agreement may be executed and delivered in one or more counterparts (including by facsimile or electronic
mail or in .pdf) and by different parties in separate counterparts, with the same effect as if all parties hereto had signed the
same document. All counterparts so executed and delivered shall be construed together and shall constitute one and the same agreement.


 


m.     
This Subscription Agreement is intended for the benefit of the parties hereto and their respective successors and permitted
assigns and is not for the benefit of, nor may any provision hereof be enforced by, any other person; provided, however,
that the Placement Agents shall be intended third party beneficiaries of the representations and warranties of the Company in Section
3 hereof and of the Subscribers in Section 4 hereof.


 


n.      
The parties hereto agree that irreparable damage would occur in the event that any of the provisions of this Subscription
Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that
the parties shall be entitled to an injunction or injunctions to prevent breaches of this Subscription Agreement and to enforce
specifically the terms and provisions of this Subscription Agreement, this being in addition to any other remedy to which such
party is entitled at law, in equity, in contract, in tort or otherwise.


 


o.      
This Subscription Agreement shall be governed by, and construed in accordance with, the laws of the state of Delaware, without
regard to the principles of conflicts of laws that would otherwise require the application of the law of any other state.


 


p.       EACH
PARTY HEREBY WAIVES ITS RESPECTIVE RIGHTS TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OR
RELATED TO THIS SUBSCRIPTION AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY IN ANY ACTION, PROCEEDING OR OTHER
LITIGATION OF ANY TYPE BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY OR ANY AFFILIATE OF ANY OTHER SUCH PARTY, WHETHER WITH
RESPECT TO CONTRACT CLAIMS, TORT CLAIMS OR OTHERWISE. THE PARTIES AGREE THAT ANY SUCH CLAIM OR CAUSE OF ACTION SHALL BE TRIED
BY A COURT TRIAL WITHOUT A JURY. WITHOUT LIMITING THE FOREGOING, THE PARTIES FURTHER AGREE THAT THEIR RESPECTIVE RIGHT TO A
TRIAL BY JURY IS WAIVED BY OPERATION OF THIS SECTION AS TO ANY ACTION, COUNTERCLAIM OR OTHER PROCEEDING WHICH SEEKS, IN WHOLE
OR IN PART, TO CHALLENGE THE VALIDITY OR ENFORCEABILITY OF THIS SUBSCRIPTION AGREEMENT OR ANY PROVISION HEREOF. THIS WAIVER
SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS SUBSCRIPTION AGREEMENT.


 






    14


     


    

 


q.     
The parties agree that all disputes, legal actions, suits and proceedings arising out of or relating to this Subscription
Agreement must be brought exclusively in the Court of Chancery of the state of Delaware and any state appellate court therefrom
within the state of Delaware (or, if the Court of Chancery of the state of Delaware declines to accept jurisdiction over a particular
matter, any federal court within the state of Delaware or, in the event each federal court within the state of Delaware declines
to accept jurisdiction over a particular matter, any state court within the state of Delaware) (collectively the “Designated
Courts”). Each party hereby consents and submits to the exclusive jurisdiction of the Designated Courts. No legal action,
suit or proceeding with respect to this subscription agreement may be brought in any other forum. Each party hereby irrevocably
waives all claims of immunity from jurisdiction and any objection which such party may now or hereafter have to the laying of venue
of any suit, action or proceeding in any Designated Court, including any right to object on the basis that any dispute, action,
suit or proceeding brought in the Designated Courts has been brought in an improper or inconvenient forum or venue. Each of the
parties also agrees that delivery of any process, summons, notice or document to a party hereof in compliance with Section 8(a)
of this Subscription Agreement shall be effective service of process for any action, suit or proceeding in a Designated Court with
respect to any matters to which the parties have submitted to jurisdiction as set forth above.


 


r.       
This Subscription Agreement may only be enforced against, and any claim, action, suit or other legal proceeding based upon,
arising out of, or related to this Subscription Agreement, or the negotiation, execution or performance of this Subscription Agreement,
may only be brought against the entities that are expressly named as parties hereto and then only with respect to the specific
obligations set forth herein with respect to such party. No past, present or future director, officer, employee, incorporator,
manager, member, partner, stockholder, affiliate, agent, attorney or other representative of any party hereto or of any affiliate
of any party hereto, or any of their successors or permitted assigns, shall have any liability for any obligations or liabilities
of any party hereto under this Subscription Agreement or for any claim, action, suit or other legal proceeding based on, in respect
of or by reason of the transactions contemplated hereby.


 


s.       The
Company shall, by 9:00 a.m., New York City time, on the first (1st) business day immediately following the date of this
Subscription Agreement, issue one or more press releases or file with the Commission a Current Report on Form 8-K
(collectively, the “Disclosure Document”) disclosing, to the extent not previously publicly disclosed, all
material terms of the transactions contemplated hereby (and by the Other Subscription Agreements), the Transaction and any
other material, nonpublic information that the Company has provided to Subscriber at any time prior to the filing of the
Disclosure Document. From and after the issuance of the Disclosure Document, Subscriber shall not be in possession of any
material, non-public information received from the Company or any of its officers, directors or employees or the Placement
Agents. Notwithstanding the foregoing, the Company shall not publicly disclose the name of Subscriber or any affiliate or
investment adviser of Subscriber, or include the name of Subscriber or any affiliate or investment adviser of Subscriber in
any press release or in any filing with the Commission or any regulatory agency or trading market, without the prior written
consent (including by e-mail) of Subscriber, except as required by the federal securities laws, rules or regulations and to
the extent such disclosure is required by other laws, rules or regulations, at the request of the staff of the Commission or
regulatory agency or under Nasdaq regulations, in which case the Company shall provide Subscriber with prior written notice
(including by e-mail) of such permitted disclosure, and shall reasonably consult with Subscriber regarding such
disclosure.


 






    15


     


    

 


t.       
The obligations of Subscriber under this Subscription Agreement are several and not joint with the obligations of any Other
Subscriber or any other investor under the Other Subscription Agreements, and Subscriber shall not be responsible in any way for
the performance of the obligations of any Other Subscriber under this Subscription Agreement or any other investor under the Other
Subscription Agreements. The decision of Subscriber to purchase Subscribed Shares pursuant to this Subscription Agreement has been
made by Subscriber independently of any Other Subscriber or any other investor and independently of any information, materials,
statements or opinions as to the business, affairs, operations, assets, properties, liabilities, results of operations, condition
(financial or otherwise) or prospects of the Company or any of its subsidiaries which may have been made or given by any Other
Subscriber or investor or by any agent or employee of any Other Subscriber or investor, and neither Subscriber nor any of its agents
or employees shall have any liability to any Other Subscriber or investor (or any other person) relating to or arising from any
such information, materials, statements or opinions. Nothing contained herein or in any Other Subscription Agreement, and no action
taken by Subscriber or investor pursuant hereto or thereto, shall be deemed to constitute the Subscriber and other investors as
a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Subscriber and other
investors are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated by the
this Subscription Agreement and the Other Subscription Agreements. Subscriber acknowledges that no Other Subscriber has acted as
agent for the Subscriber in connection with making its investment hereunder and no Other Subscriber will be acting as agent of
the Subscriber in connection with monitoring its investment in the Subscribed Shares or enforcing its rights under this Subscription
Agreement. Subscriber shall be entitled to independently protect and enforce its rights, including without limitation the rights
arising out of this Subscription Agreement, and it shall not be necessary for any Other Subscriber or investor to be joined as
an additional party in any proceeding for such purpose.


 






    16


     


    

 





[Signature pages
follow.]


 









    17


     


    

 



 


IN
WITNESS WHEREOF, each of the Company and Subscriber has executed or caused this Subscription Agreement to be executed by its
duly authorized representative as of the date first set forth above.


 





	 	DIAMOND EAGLE ACQUISITION CORP.
	 	 	 
	 	 	 
	 	By:  	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	Address for Notices:
	 	 	 
	 	2121 Avenue of the Stars, Suite 2300
	 	Los Angeles, CA 90067







 






    18


     


    




 





		SUBSCRIBER:     
	                                                                                                                              	               
	 	Print Name:  	             



 


	 	By:   	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	Address for Notices:
	 	 
	       	 
	 	 
	 	 
	 	Name in which shares are to be registered:
	 	 







 





	 	 	 
	 	 	 
	Number of Subscribed Shares subscribed for:	_____________________	 
	 	 	 
	Price Per Subscribed Share:	$10.00	 
	 	 	 
	Aggregate Purchase Price:	$____________________	 


 


You
must pay the Purchase Price by wire transfer of United States dollars in immediately available funds to the account of the Company
specified by the Company in the Closing Notice.


 






    19


     


    

 


ANNEX A


 


ELIGIBILITY
REPRESENTATIONS OF SUBSCRIBER 


 


This Annex A should
be completed and signed by Subscriber

and constitutes a part of the Subscription Agreement.


 


	A.	INSTITUTIONAL ACCREDITED INVESTOR STATUS (Please check
the box)



 


		 ̈	Subscriber is an institutional “accredited investor”
(within the meaning of Rule 501(a) under the Securities Act) or an entity in which all of the equity holders are accredited
investors within the meaning of Rule 501(a) under the Securities Act, and has marked and initialed the appropriate box on
the following page indicating the provision under which it qualifies as an “accredited investor.”



 


	 	 
	B.	  AFFILIATE STATUS
 (Please check the applicable
box)






 


			SUBSCRIBER:



 


			 ̈ is:



 


		
	 ̈ is
                                                                                 not:



 


		
	 an
“affiliate” (as defined in Rule 144 under the Securities Act) of the Company or acting on behalf of an affiliate
of the Company.




 









     


     


    




 


Rule 501(a),
in relevant part, states that an “accredited investor” shall mean any person who comes within any of the below listed
categories, or who the issuer reasonably believes comes within any of the below listed categories, at the time of the sale of the
securities to that person. Subscriber has indicated, by marking and initialing the appropriate box below, the provision(s) below
which apply to Subscriber and under which Subscriber accordingly qualifies as an institutional “accredited investor.”


 


		 ̈	Any bank, registered broker or dealer, insurance company, registered investment company, business
development company, or small business investment company; 



 


		 ̈	Any plan established and maintained by a state, its political subdivisions, or any agency or instrumentality
of a state or its political subdivisions for the benefit of its employees, if such plan has total assets in excess of $5,000,000; 



 


		 ̈	Any employee benefit plan, within the meaning of the Employee Retirement Income Security Act of
1974, if a bank, insurance company, or registered investment adviser makes the investment decisions, or if the plan has total assets
in excess of $5,000,000; 



 


		 ̈	a corporation, similar business trust, partnership or any organization described in Section 501(c)(3)
of the Internal Revenue Code, not formed for the specific purpose of acquiring the securities offered, with total assets in excess
of $5,000,000; 



 


		 ̈	Any trust with assets in excess of $5,000,000, not formed to acquire the securities offered, whose
purchase is directed by a sophisticated person; or 



 


		 ̈	Any entity in which all of the equity owners are accredited investors meeting one or more of the
above tests or one of the following tests.



 


			[Specify which tests:                  ]



 


Any
director, executive officer, or general partner of the issuer of the securities being offered or sold, or any director, executive
officer, or general partner of a general partner of that issuer; 


 


Any
natural person whose individual net worth, or joint net worth with that person’s spouse, at the time of his purchase exceeds
$1,000,000. For purposes of calculating a natural person’s net worth: (a) the person’s primary residence must
not be included as an asset; (b) indebtedness secured by the person’s primary residence up to the estimated fair market
value of the primary residence must not be included as a liability (except that if the amount of such indebtedness outstanding
at the time of calculation exceeds the amount outstanding 60 days before such time, other than as a result of the acquisition
of the primary residence, the amount of such excess must be included as a liability); and (c) indebtedness that is secured
by the person’s primary residence in excess of the estimated fair market value of the residence must be included as a liability; or


 






    2


     


    

 


Any
natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with that
person’s spouse in excess of $300,000 in each of those years and has a reasonable expectation of reaching the same income
level in the current year. 


 


 





	 	SUBSCRIBER:
	 	Print Name:  
	 	 	 
	 	 	 
	 	By:  	        
	 	Name:	 
	 	Title:	 







 






    3