Exhibit 10.2




 





EXECUTIVE EMPLOYMENT AGREEMENT


 


This Executive Employment
Agreement (“Agreement”) is made and effective as of this 23rd day of April 2020 (the “Effective
Date”) by and between DraftKings Inc., a Nevada corporation (“Company”), and Matthew Kalish (“Executive”).


 


W I T N E S S E T H


 


WHEREAS, Executive
was President of DraftKings North America of DraftKings Inc., a Delaware corporation (“Former DK”), prior to
the closing (the “Closing”) of the transactions contemplated by the Business Combination Agreement, dated as
of December 22, 2019, as amended by Amendment No. 1 thereto, dated as of April 7, 2020, among the Company, Diamond Eagle Acquisition
Corp., SBTech (Global) Limited and certain other parties thereto, following which Former DK became a wholly owned subsidiary of
the Company;


 


WHEREAS, the
Company desires to continue to employ the Executive as President of DraftKings North America of the Company following the Closing;
and


 


WHEREAS, the
Company and the Executive desire to enter into this Agreement to set forth the terms of the Executive’s employment with the
Company.


 


NOW, THEREFORE,
in consideration of the foregoing, of the mutual promises contained herein and of other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:


 


1.       POSITION
AND DUTIES.


 


(a)       GENERAL.
Commencing on the Effective Date, Executive shall continue to serve as the Company’s President of DraftKings North America
and shall report directly to the Chief Executive Officer of the Company (the “CEO”). In this position, Executive
shall have such duties, authorities and responsibilities as are customary for an employee in such position, and such other duties,
authorities and responsibilities as may reasonably be assigned to the Executive from time to time by the CEO. The Executive’s
principal place of employment with the Company shall be at the Company’s headquarters located in Boston, Massachusetts or
such other place as approved by the CEO.


 


(b)       OTHER
ACTIVITIES. For so long as Executive remains in the employ of the Company (the “Employment Term”), the Executive
shall devote substantially all of the Executive’s business time, energy, knowledge and skill to the performance of the Executive’s
duties with the Company, provided that the foregoing shall not prevent the Executive from engaging in any non-Company activity
of any kind so long as such activity, together with any other non-Company activity, does not pose a conflict of interest or materially
interfere with Executive’s performance of his duties under this Agreement, as determined in the reasonable good faith discretion
of the CEO.


 


2.       ANNUAL
BASE SALARY. During the Employment Term, the Company agrees to pay the Executive an annual
base salary at an annual rate of $425,000 payable subject to standard federal and state payroll withholding requirements in accordance
with the regular payroll practices of the Company. The Executive’s annual base salary shall be subject to annual review by
the Company’s Board of Directors (“Board”) (or a committee thereof), and may be increased (but not decreased)
from time to time as determined by the Board (or a committee thereof). The annual base salary as may be increased from time to
time shall constitute “Annual Base Salary” for purposes of this Agreement.


 






     


     


    

 


3.       INCENTIVE
COMPENSATION.


 


(a)       Annual
Cash Incentive. During the Employment Term, Executive shall be eligible for a minimum annual target cash incentive opportunity
of 125% of Annual Base Salary (as may be increased from time to time, the “Target Annual Cash Incentive”), provided
Executive shall have the opportunity to earn a greater annual cash incentive for performance above target and, if the annual cash
incentive opportunity for performance above target is subject to a maximum, such maximum shall be equal to an amount that is at
least equal to 200% of the Target Annual Cash Incentive. The Executive’s Target Annual Cash Incentive shall be subject to
annual review by the Board (or a committee thereof), and may be increased (but not decreased) from time to time as determined by
the Board (or a committee thereof). The Board (or a committee thereof) shall set reasonable and appropriate Company and/or individual
performance goals for each annual cash incentive opportunity, in consultation with the CEO, by no later than (i) June 30 for the
2020 performance year, and (ii) March 31 for each performance year thereafter. The earned annual cash incentive (the “Annual
Cash Incentive”) for any given fiscal year will be determined based on overall Company performance and/or Executive’s
individual performance (as applicable), as determined in the sole discretion of the Board (or a committee thereof) and provided
Executive remains employed by the Company through the applicable performance period. Any such Annual Cash Incentive shall be paid
to Executive at the same time that annual cash incentives are paid to other senior executives of the Company, provided,
in any event, any such Annual Cash Incentive shall be paid by no later than March 15th of the year following the applicable performance
year.


 


(b)       Annual
Equity Incentive. During the Employment Term, the Company shall grant Executive an annual equity incentive award within the
first three (3) months of each fiscal year (or the first seven (7) months for fiscal year 2020) of the Company with a minimum aggregate
target value of $3,500,000 for each such award (as may be increased from time to time, the “Annual Equity Incentive Award”),
with the valuation methodology for such awards to be determined by the Board (or a committee thereof) in the reasonable good faith
exercise of its discretion. The Executive’s Annual Equity Incentive Award shall be subject to annual review by the Board
(or a committee thereof), and may be increased (but not decreased) from time to time as determined by the Board (or a committee
thereof). The Annual Equity Incentive Awards will be comprised of a mix of fifty percent (50%) of the minimum aggregate target
value granted as restricted stock units, with time-based vesting conditions that are not less favorable than vesting in equal quarterly
installments over four years, and fifty percent (50%) of the minimum aggregate target value granted as performance stock units
(“PSUs”), provided Executive shall have the opportunity to earn a greater amount of PSUs for performance
above target and, if the performance-based vesting for such PSUs for performance above target is subject to a maximum, such maximum
shall be equal to an amount that is at least equal to 300% of one half (1/2) of the minimum aggregate target value. The performance/vesting
period for such PSUs shall be between two (2) and three (3) years, as determined by the Board (or a committee thereof) in the reasonable
good faith exercise of its discretion. The Board (or a committee thereof) shall set reasonable and appropriate Company and/or individual
performance goals for each annual PSU grant, in consultation with the Chief Executive Officer, by no later than (i) July 31st
for the 2020 performance year, and (ii) March 31 for each performance year thereafter. The earned PSUs for any given fiscal year
will be determined based on overall Company performance and/or Executive’s individual performance (as applicable), as determined
in the sole discretion of the Board (or a committee thereof) and provided Executive remains employed by the Company through
the applicable performance period.


 


4.       EXECUTIVE
BENEFITS.


 


(a)       BENEFIT
PLANS. During the Employment Term, the Executive shall be entitled to participate in any employee and/or executive benefit
plan that the Company has adopted or may adopt, maintain or contribute to for the benefit of its employees and/or executives generally,
currently including, without limitation, health and dental insurance coverage, long-term and short-term disability insurance coverage
and group life insurance coverage, subject, in all events to satisfying the applicable eligibility requirements, and except to
the extent such plans are duplicative of the benefits otherwise provided hereunder. The Executive’s participation will be
subject to the terms of the applicable plan documents and generally applicable Company policies. Notwithstanding the foregoing,
the Company may modify or terminate any employee and/or executive benefit plan at any time.


 






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(b)       VACATION
TIME. During the Employment Term, the Executive shall be entitled to paid vacation in accordance with the Company’s policy
applicable to its executives as in effect from time to time.


 


(c)       BUSINESS
EXPENSES. Upon presentation of such reasonable substantiation and documentation as the Company reasonably may specify from
time to time, the Executive shall be reimbursed for all reasonable out-of-pocket business expenses incurred and paid by the Executive
during the Employment Term in connection with the performance of the Executive’s duties hereunder.


 


5.       TERMINATION.
The Executive’s employment under this Agreement and the Employment Term shall terminate on the first of the following to
occur:


 


(a)       DISABILITY.
Thirty (30) days after written notice by the Company to the Executive of a termination due to Disability. For purposes of this
Agreement, “Disability” shall be defined as the inability of the Executive to perform the Executive’s
material duties hereunder with a reasonable accommodation due to a physical or mental injury, infirmity or incapacity for one hundred
and twenty (120) days (including weekends and holidays) in any three hundred sixty-five (365) day period; provided such
disability also qualifies as a “disability” as defined in Treasury Regulation Section 1.409A-3(i)(4)(i). The Executive
shall reasonably cooperate with the Company if a question arises as to whether the Executive has become disabled.


 


(b)       DEATH.
Automatically upon the date of death of the Executive.


 


(c)       CAUSE.
 Thirty (30) days after written notice by the Company to the Executive of a termination for Cause if the Executive shall have
failed to cure or remedy such matter, if curable, within such thirty (30) day period. In the event that the basis for Cause is
not curable, then such thirty (30) day cure period shall not be required, and such termination shall be effective on the date the
Company delivers notice of such termination for Cause. “Cause” shall mean the Company’s termination of
the Executive’s employment with the Company or any of its subsidiaries as a result of: (i) fraud, embezzlement or any willful
act of material dishonesty by the Executive in connection with or relating to the Executive’s employment with the Company
or any of its subsidiaries; (ii) theft or misappropriation of property, information or other assets by the Executive in connection
with the Executive’s employment with the Company or any of its subsidiaries which results in or could reasonably be expected
to result in material loss, damage or injury to the Company and its subsidiaries, their goodwill, business or reputation; (iii)
the Executive’s conviction, guilty plea, no contest plea, or similar plea for any felony or any crime that results in or
could reasonably be expected to result in material loss, damage or injury to the Company and its subsidiaries, their goodwill,
business or reputation; (iv) the Executive’s use of alcohol or drugs while working that materially interferes with the ability
of Executive to perform the Executive’s material duties hereunder; (v) the Executive’s material breach of a material
Company policy, or material breach of a Company policy that results in or could reasonably be expected to result in material loss,
damage or injury to the Company and its subsidiaries, their goodwill, business or reputation; (vi) the Executive’s material
breach of any of his obligations under this Agreement; or (vii) the Executive’s repeated insubordination, or refusal (other
than as a result of a Disability or physical or mental illness) to carry out or follow specific reasonable and lawful instructions,
duties or assignments given by the CEO which are consistent with Executive’s position with the Company; provided,
that, for clauses (i) – (vii) above, the Company delivers written notice to Executive of the condition giving rise to Cause
within ninety (90) days after the Company becomes aware of its initial occurrence. For avoidance of doubt, the Executive being
deemed an Unsuitable Person, as defined in that certain Amended and Restated Articles of Incorporation of the Company as in effect
on the Effective Date (an “Unsuitable Person”), shall not independently constitute Cause (but any circumstances
giving rise to the Executive being deemed an Unsuitable Person shall constitute Cause to the extent such circumstances are grounds
provided in clauses (i) – (vii) above).


 






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(d)       WITHOUT
CAUSE. The date of termination set forth in any written notice by the Company to the Executive of an involuntary termination
without Cause (other than death or Disability).


 


(e)       GOOD
REASON. Thirty (30) days after written notice by the Executive to the Company of an alleged condition giving rise to a resignation
for Good Reason if the Company shall have failed to cure or remedy such matter, if curable, within such thirty (30) day period.
In the event that the basis for Good Reason is not curable, then such thirty (30) day cure period shall not be required, and such
resignation shall be effective on the date the Executive delivers such notice. “Good Reason” shall mean the
occurrence of any of the following events, without the express written consent of the Executive: (i) the Company’s material
breach of any of its obligations under this Agreement; (ii) any material adverse change in the Executive’s duties or authority
or responsibilities, or the assignment of duties or responsibilities to the Executive materially inconsistent with his position;
(iii) the Executive no longer serving as the President of DraftKings North America of the Company; (iv) reduction in the Executive’s
Annual Base Salary, Target Annual Cash Incentive or Annual Equity Incentive Award (other than across-the-board reductions affecting
similarly situated senior executives of the Company or any of its subsidiaries); (v) the Company requires Executive to relocate
to a facility or location that increases Executive’s one-way commute by more than thirty-five (35) miles from the location
at which Executive was working immediately prior to the required relocation; or (vi) the failure of a successor to the Company
to assume the Company’s obligations under this Agreement; provided, that, for clauses (i) – (vi) above, Executive
has given written notice to the Company of the condition giving rise to Good Reason within ninety (90) days after Executive becomes
aware of its initial occurrence.


 


(f)       WITHOUT
GOOD REASON. Thirty (30) days after written notice by the Executive to the Company of the Executive’s voluntary termination
of employment without Good Reason (which the Company may, in its sole discretion, make effective earlier).


 


6.       CONSEQUENCES
OF TERMINATION.


 


(a)       DEATH
OR DISABILITY. In the event that the Executive’s employment ends on account of the Executive’s death or Disability,
the Executive or the Executive’s estate, as the case may be, shall be entitled to the following (with the amounts due under
Sections 6(a)(i) through 6(a)(iii) hereof to be paid within thirty (30) days following termination of employment,
or such earlier date as may be required by applicable law):


 


(i)       any
unpaid Annual Base Salary earned through the date of termination;


 


(ii)       reimbursement
for any unreimbursed business expenses incurred through the date of termination;


 


(iii)       all
other accrued and vested payments, benefits or fringe benefits required to be paid or provided to the Executive under the applicable
plans or by law, including without limitation, payment for all accrued vacation (collectively, Sections 6(a)(i) through
6(a)(iii) hereof shall be hereafter referred to as the “Accrued Benefits”); and


 






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(iv)       provided
Executive is in full compliance with his obligations under Exhibits A and B attached hereto and Executive or the Executive’s
estate, as the case may be, executes, returns to the Company and does not revoke the release and waiver of claims in the form attached
hereto as Exhibit C (with such changes as may be required in order to reflect or comply with applicable laws at such time,
as determined by the Company in its reasonable judgment, the “Release and Waiver”) and the Release and Waiver
becomes effective pursuant to its terms and conditions, all within sixty (60) days following termination of employment, then the
Company shall also provide Executive or the Executive’s estate, as the case may be, with the following:


 


A.       Full
vesting of all outstanding unvested equity-based awards, including the portions of Annual Equity Incentive Awards, that are solely
subject to time-based vesting on the date of such termination, and Executive or the Executive’s estate, as the case may be,
shall have twelve (12) months after termination of employment to exercise all stock options that were vested at the time of such
termination of employment and all stock options that vest pursuant to this Section 6(a)(iv)(A) in connection with such termination
(provided such stock options shall remain subject to the maximum original term and expiration of such stock options).


 


B.       Vesting
of the portions of all outstanding unvested Annual Equity Incentive Awards that are solely subject to performance-based vesting
on the date of such termination, with such vesting determined based on actual performance against the applicable performance goals
established for the applicable awards, as determined at the time and in the manner applicable to such awards pursuant to the applicable
stock plans and award agreements, with such awards remaining outstanding through the date such vesting is determined. Notwithstanding
the foregoing, if any such awards are in the form of stock options, such stock options shall remain outstanding until such time
as Executive or the Executive’s estate, as the case may be, shall have twelve (12) months after the later of Executive’s
termination of employment, or the vesting of the applicable stock options, to exercise such stock options that were vested at the
time of such termination of employment and such stock options that vest pursuant to this Section 6(a)(iv)(B) in connection
with such termination (provided such stock options shall remain subject to the maximum original term and expiration of such
stock options).


 


C.       Vesting
of all outstanding unvested equity-based awards that are solely subject to performance-based vesting on the date of such termination
other than Annual Equity Incentive Awards (typically referred to by the Company as “LTIPs”), with such vesting determined
based on actual performance against the applicable performance goals established for the applicable awards through the date that
is two (2) years following Executive’s termination of employment, subject to the maximum original term and expiration of
the applicable award (the “Performance Vesting End Date”), as determined at the time and in the manner applicable
to such awards pursuant to the applicable stock plans and award agreements, with such awards remaining outstanding through the
date such vesting is determined, not to exceed the Performance Vesting End Date; provided, if the Performance Vesting End
Date falls in the middle of a performance/vesting period applicable to an award, the total shares that shall vest in relation to
such performance period shall be pro-rated based on the number of days between the first day of the performance/vesting period
and the Performance Vesting End Date. Notwithstanding the foregoing, if any such awards are in the form of stock options, such
stock options shall remain outstanding until such time as Executive or the Executive’s estate, as the case may be, shall
have twelve (12) months after the later of Executive’s termination of employment, or the vesting of the applicable stock
options, to exercise such stock options that were vested at the time of such termination of employment and such stock options that
vest pursuant to this Section 6(a)(iv)(C) in connection with such termination (provided such stock options shall
remain subject to the maximum original term and expiration of such stock options).


 






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(b)       TERMINATION
FOR CAUSE OR WITHOUT GOOD REASON. If the Executive’s employment is terminated (i) by the Company for Cause, or (ii) by
the Executive without Good Reason, the Company shall pay to the Executive the Accrued Benefits, at such times as set forth in Section
6(a) above.


 


(c)       TERMINATION
WITHOUT CAUSE OR FOR GOOD REASON. If the Executive’s employment by the Company is terminated (x) by the Company without
Cause, or (y) by the Executive for Good Reason (each, a “Qualifying Termination”), then the Company will provide
Executive with the Accrued Benefits at such times as set forth in Section 6(a) above and, provided Executive is in
full compliance with his obligations under Exhibits A and B attached hereto and Executive executes, returns to the Company and
does not revoke the Release and Waiver and the Release and Waiver becomes effective pursuant to its terms and conditions, all within
sixty (60) days following termination of employment, then the Company shall also pay or provide the Executive with the following:


 


(i)       Termination
in Connection with Change in Control. In the event of a Qualifying Termination within eighteen (18) months after a Change in
Control (as defined below), or within three (3) months before a Change in Control, the Company shall provide Executive:


 


A.       Cash
severance in an amount equal to two times the sum of (x) Annual Base Salary plus (y) Target Annual Cash Incentive, less
all applicable withholdings and deductions, payable on the first regular payroll date of the Company that is sixty (60) days following
the date of Executive’s termination.


 


B.       Continued
participation through COBRA coverage or such other method determined by the Company (all costs, expenses and premiums to be paid
by Company) on the same basis as the employee and/or executive benefit plans contemplated by Section 4(a) hereof in
which the Executive is participating on the date of such termination of employment for 24 months following the month in which coverage
would otherwise be lost as an employee of the Company; provided that the Executive is eligible and remains eligible for
coverage under such plans by timely electing COBRA continuation, if applicable; and provided, further, that in the
event that the Executive obtains other employment that offers Executive health benefits such that Executive is not eligible for
COBRA continuation rights, such continuation of coverage by the Company under this Section (6)(c)(i)(B) shall immediately
cease (such 24 month or shorter period, the “COBRA Payment Period”). Notwithstanding the foregoing, if at any
time the Company determines that its payment of COBRA premiums on Executive’s behalf or other method of continued participation
would result in a violation of applicable law (including but not limited to the 2010 Patient Protection and Affordable Care Act,
as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of paying COBRA premiums or providing such other
method of continued participation pursuant to this Section, the Company shall pay Executive on the last day of each remaining
month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium or such other payment for such month,
subject to applicable tax withholding (such amount, the “Special Severance Payment”), such Special Severance
Payment to be made without regard to Executive’s payment of COBRA premiums and without regard to the expiration of the COBRA
period prior to the end of the COBRA Payment Period. Nothing in this Agreement shall deprive Executive of his rights under COBRA
or ERISA for benefits under plans and policies arising under his employment by the Company.


 


C.       Full
vesting of all outstanding unvested equity-based awards (including Annual Equity Incentive Awards) on the date of such termination
or, if later, the consummation of the Change in Control, with any performance-based vesting conditions for performance periods
that are not completed as of the date of termination deemed satisfied at the target level.


 






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(ii)       Termination
Not in Connection with Change in Control. In the event of a Qualifying Termination that is not within eighteen (18) months
after a Change in Control, and not within three (3) months before a Change in Control, the Company shall provide Executive:


 


A.       Cash
severance in an amount equal to two times the Executive’s Annual Base Salary, less all applicable withholdings and deductions,
payable on the first regular payroll date of the Company that is sixty (60) days following the date of Executive’s termination.


 


B.       An
additional cash severance amount in an amount equal to the Annual Cash Incentive to which Executive would be entitled for the year
of termination if Executive were employed by the Company on the last day of such year, based on actual performance against the
applicable performance goals established for such bonus, pro-rated based on the number of days Executive was employed by the Company
during such year, less all applicable withholdings and deductions, payable at the same time as bonuses are paid to active employees
but no later than March 15 of the year after the year of termination.


 


C.       Continued
participation through COBRA coverage or such other method determined by the Company (all costs, expenses and premiums to be paid
by Company) on the terms and conditions set forth in Section 6(c)(i)(B).


 


D.       Pro
rata vesting of all outstanding unvested equity-based awards (including the portions of Annual Equity Incentive Awards) that are
solely subject to time-based vesting on the date of such termination based on the number of days Executive was employed by the
Company during the vesting period during which the termination occurs.


 


E.       Pro
rata vesting of all outstanding unvested equity-based awards (including the portions of Annual Equity Incentive Awards) that are
subject to performance-based vesting on the date of such termination, with such vesting determined based on actual performance
against the applicable performance goals established for the applicable awards, as determined at the time and in the manner applicable
to such awards pursuant to the applicable stock plans and award agreements, with such awards remaining outstanding through the
date such vesting is determined, and pro-rated based on the number of days Executive was employed by the Company during the applicable
performance/vesting periods.


 


(iii)       “Change
in Control” for purposes of this Section 6 will have the meaning set forth in the DraftKings Inc. 2020 Incentive
Award Plan (or its successor as in effect at the time of a Qualifying Termination). For the avoidance of doubt, the Closing shall
not constitute a Change in Control.


 


7.       RETURN
OF COMPANY PROPERTY. Within ten (10) days after Executive’s termination of employment
with the Company for any reason, the Executive shall return all property belonging to the Company or its affiliates (including,
but not limited to, any Company-provided laptops, computers, cell phones, wireless electronic mail devices and other equipment,
documents and property belonging to the Company).


 


8.       REPRESENTATIONS
AND WARRANTIES.


 






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(a)       AUTHORIZATION.
All corporate action on the part of the Company and its directors necessary for the authorization, execution and delivery of
this Agreement by the Company, and the performance of all of the Company’s obligations under this Agreement has been taken.


 


(b)       ENFORCEABILITY.
This Agreement, when executed and delivered by the Company, will constitute valid and legally binding obligations of the Company,
enforceable in accordance with its terms.


 


9.       NO
ASSIGNMENTS. This Agreement is personal to each of the parties hereto and no party may
assign or delegate any rights or obligations hereunder without first obtaining the written consent of the other party hereto; provided,
however, that the Company may assign this Agreement to any successor to all or substantially all of the business and/or
assets of the Company; provided, further, that the Company shall require such successor to expressly assume and agree
to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such
succession had taken place. As used in this Agreement, “Company” shall mean the Company and any successor to
its business and/or assets, which assumes and agrees to perform the duties and obligations of the Company under this Agreement
by operation of law or otherwise.


 


10.       NOTICE.
For purposes of this Agreement, notices and all other communications provided for in this Agreement shall be in writing and shall
be deemed to have been duly given (a) on the date of delivery, if delivered by hand, (b) upon receipt of confirmation of successful
transmission, if delivered by facsimile, (c) on the date of delivery, if delivered by overnight delivery service, or mailed by
registered or certified mail, return receipt requested, postage prepaid, addressed as follows:


 


	
        If to the Executive:

         

        Matthew Kalish

        Address on file with the Company

         

        With a copy (which shall not constitute notice) to:

         

        _______________

        _______________

        _______________

        _______________

        _______________

         

         

        If to the Company:

         

        DraftKings Inc.

        Attn: Chief Legal Officer

        222 Berkley Street, 5th Floor

        Boston, MA 02116

        Fax: (617) 977-1727



 


or to such other address or fax number
as either party may have furnished to the other in writing in accordance herewith.


 






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11.       SECTION
HEADINGS; INCONSISTENCY. The section headings
used in this Agreement are included solely for convenience and shall not affect, or be used in connection with, the interpretation
of this Agreement. 


 


12.       SEVERABILITY.
Each provision of this Agreement will be construed as separable and divisible from every
other provision and the enforceability of any one (1) provision will not limit the enforceability, in whole or in part, of any
other provision.  In the event that a court or administrative body of competent jurisdiction holds any provision of this Agreement
to be invalid, illegal, void or less than fully enforceable as to time, scope or otherwise, then such provision will be construed
by limiting and reducing it so that such provision is valid, legal and fully enforceable while preserving to the greatest extent
permissible the original intent of the parties; the remaining terms and conditions of this Agreement will not be affected by such
alteration, and will remain in full force and effect.


 


13.       COUNTERPARTS.
This Agreement may be executed in several counterparts, each of which shall be deemed to be an original but all of which together
will constitute one and the same instrument.


 


14.       GOVERNING
LAW; ARBITRATION. This Agreement, the rights and obligations of the parties hereto, and
all claims or disputes relating thereto, shall be governed by and construed in accordance with the laws of the Commonwealth of
Massachusetts, without regard to the choice of law provisions thereof. Except for disputes arising under Exhibit A, Exhibit B,
Exhibit C or Exhibit D hereof, which shall be decided pursuant to the terms of those Exhibits, any dispute arising from this Agreement
or Executive’s employment with the Company, including but not limited to claims for wrongful termination; violation of Title
VII of the Civil Rights Act of 1964 as amended; violations of the Americans with Disabilities Act of 1990; violations of Massachusetts
law, including without limitation claims pursuant to Chapter 151B of the Massachusetts General Laws and the Massachusetts Wage
Act and Overtime law; or claims for violations of any state law or rule or regulation regarding discrimination, harassment or other
wrongful conduct (collectively, “Covered Claims”), shall be decided solely and exclusively in a final and binding
arbitration administered by the JAMS in Boston, Massachusetts, in accordance with the JAMS Employment Arbitration Rules in effect
at the time of the filing of the demand for arbitration (the “Rules”), a copy of which is available at http://www.jamsadr.com/rules-employment-arbitration/. 
The arbitrator shall be a single arbitrator with expertise in employment disputes, mutually selected by the parties, or, if the
parties are unable to agree thereon, a single arbitrator with expertise in employment disputes designated by the Boston office
of JAMS.  The arbitrator shall have the authority to award all remedies available in a court of law. The Company shall pay
the arbitrator’s fees and all fees and costs to administer the arbitration.  The parties acknowledge and agree that
their obligations to arbitrate under this Section survive the termination of the Agreement and continue after the termination
of the employment relationship between the Executive and the Company. By agreeing to arbitrate disputes arising out of Executive’s
employment, both the Executive and the Company voluntarily and irrevocably waive any and all rights to have any such dispute heard
or resolved in any forum other than through arbitration as provided herein. This waiver specifically includes, but is not limited
to, any right to trial by jury. Notwithstanding anything to the contrary set forth herein, this Section will not apply to
claims for workers’ compensation or unemployment benefits, any claim for injunctive or equitable relief, or any claim arising
from Exhibit A, Exhibit B, Exhibit C or Exhibit D to this Agreement brought by the Company or the Executive, which shall be governed
by the terms and conditions thereof.  All arbitration proceedings hereunder shall be confidential, except: (a) to the extent
the parties otherwise agree in writing; (b) as may be otherwise appropriate in response to a request from a government agency,
subpoena, or legal process; (c) if the substantive law of the State of Massachusetts (without giving effect to choice of law principles)
provides to the contrary; or (d) as is necessary in a court proceeding to enforce, correct, modify or vacate the arbitrator’s
award or decision (and in the case of this subpart (d), the parties agree to take all reasonable steps to ensure that the arbitrator’s
award, decision or findings and all other documents, pleadings and papers are filed and/or entered with the court under seal and/or
in a manner that would maintain their confidentiality, including, without limitation, complying with all rules of procedure and
local rules for filing documents, pleadings and papers under seal).


 






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15.       MISCELLANEOUS.
No provision of this Agreement may be modified, waived or discharged unless such waiver,
modification or discharge is agreed to in writing and signed by the Executive and the CEO or other authorized representative of
the Company. No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with, any condition
or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions
or conditions at the same or at any prior or subsequent time. This Agreement, the exhibits attached hereto, and the Transaction
Performance Award Letter Agreement entered into between the Company and Executive contemporaneously herewith collectively set forth
the entire agreement of the parties hereto in respect of the subject matter contained herein and supersede any and all prior agreements
or understandings between the Executive and the Company with respect to the subject matter hereof. No agreements or representations,
oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either party which are not expressly
set forth in this Agreement. In the event of any conflict or inconsistency between the terms and conditions of this Agreement and
any offer letter, form, award, plan or policy of the Company, the terms of this Agreement shall govern and control. Notwithstanding
the foregoing, in the event of any conflict or inconsistency between this Agreement (including the exhibits hereto) and the DraftKings
Inc. 2017 Equity Incentive Plan or the DraftKings Inc. 2012 Stock Option & Restricted Stock Incentive Plan (or any award agreement
under such plans to which Executive is a party) regarding (1) the definitions of “Cause” or “Disability”,
(2) the treatment of equity-based awards in connection with a termination of employment (whether before or after a Change in Control)
or (3) the governing law and dispute resolution procedures, then such provisions in this Agreement (including the exhibits hereto)
shall control. Notwithstanding the foregoing, the Executive shall remain bound by all covenants, duties and obligations relating
to confidentiality, ownership of intellectual property, non-solicitation, non-competition and all other post-employment restrictive
covenants, duties and obligations with respect to which the Executive agreed to be bound in connection with the Executive’s
employment with the Company, including without limitation such covenants, obligations and duties set forth in the Noncompetition,
Nonsolicitation, Nondisclosure & Assignment of Inventions Agreement dated March 13, 2013; the Stock Option Grant Notice And
Post Employment Noncompetition Covenant (2017 Equity Incentive Plan), dated June 4, 2019; the Stock Option Grant Notice And Post
Employment Noncompetition Covenant (2017 Equity Incentive Plan), dated June 4, 2019; and the Stock Option Grant Notice And Post
Employment Noncompetition Covenant (2017 Equity Incentive Plan), dated June 4, 2019 (collectively, the “Restrictive Covenants”). 
The post-employment covenants, duties and obligations set forth in this Agreement are intended to supplement – not replace
 – the Restrictive Covenants.


 


16.       TAX
MATTERS.


 


(a)       WITHHOLDING.
The Company may withhold from any and all amounts payable under this Agreement or otherwise such federal, state and local taxes
as may be required to be withheld pursuant to any applicable law or regulation.


 


(b)       SECTION
409A COMPLIANCE.


 


(i)       The
intent of the parties is that payments and benefits under this Agreement are exempt from or comply with Internal Revenue Code Section
409A and the regulations and guidance promulgated thereunder (collectively “Code Section 409A”) and, accordingly,
to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. To the extent that any provision
hereof is modified in order to comply with Code Section 409A, such modification shall be made in good faith and shall, to the maximum
extent reasonably possible, maintain the original intent and economic benefit to the Executive and the Company of the applicable
provision without violating the provisions of Code Section 409A.


 






    	 	10	 



     


    

 


(ii)       To
the extent required to prevent the imposition of taxes or penalties under Code Section 409A, a termination of employment shall
not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amount or benefit
upon or following a termination of employment unless such termination is also a “separation from service” within the
meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,”
 “termination of employment” or like terms shall mean “separation from service.” Notwithstanding anything
to the contrary in this Agreement, if the Executive is deemed on the date of termination to be a “specified employee”
within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit
that is considered “nonqualified deferred compensation” under Code Section 409A payable on account of a “separation
from service,” such payment or benefit shall not be made or provided until the date which is the earlier of (A) the expiration
of the six (6)-month period measured from the date of such “separation from service” of the Executive, and (B) the
date of the Executive’s death, to the extent required under Code Section 409A. Upon the expiration of the foregoing delay
period, all payments and benefits delayed pursuant to this Section 16(b)(ii) (whether they would have otherwise been payable
in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive in a lump sum, and
all remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates
specified for them herein.


 


(iii)       To
the extent that reimbursements or other in-kind benefits under this Agreement constitute “nonqualified deferred compensation”
for purposes of Code Section 409A, (A) all expenses or other reimbursements hereunder shall be made on or prior to the last day
of the taxable year following the taxable year in which such expenses were incurred by the Executive, (B) any right to reimbursement
or in-kind benefits shall not be subject to liquidation or exchange for another benefit, and (C) no such reimbursement, expenses
eligible for reimbursement, or in-kind benefits provided in any taxable year shall in any way affect the expenses eligible for
reimbursement, or in-kind benefits to be provided, in any other taxable year.


 


(iv)       For
purposes of Code Section 409A, the Executive’s right to receive installment payments pursuant to this Agreement shall be
treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment
period with reference to a number of days, the actual date of payment within the specified period shall be within the sole discretion
of the Company.


 


(v)       Notwithstanding
any other provision of this Agreement to the contrary, in no event shall any payment or benefit under this Agreement that constitutes
 “nonqualified deferred compensation” for purposes of Code Section 409A be subject to offset by any other amount unless
otherwise permitted by Code Section 409A.


 


17.       NONSOLICITATION,
NONDISCLOSURE & ASSIGNMENT OF INVENTIONS AGREEMENT AND NONCOMPETITION COVENANT. As
a condition of continuing employment and as a condition to be eligible to receive the severance compensation set forth herein,
Executive agrees to execute and abide by the Nonsolicitation, Nondisclosure & Assignment of Inventions Agreement in the form
attached as Exhibit A and the Noncompetition Covenant in the form attached as Exhibit B (together the “Covenants”).
The execution of the Covenants by Executive is a condition precedent to this agreement becoming effective. The Covenants contain
provisions that are intended by the parties to survive and do survive termination of this Agreement.


 






    	 	11	 



     


    

 


18.       INDEMNIFICATION.
Executive will be insured under the Company’s Director’s and Officer’s Liability Insurance to the extent the
Company maintains such a policy and will be entitled to indemnification by the Company pursuant to the terms and conditions of
the Company’s certification of incorporation and by-laws to the same extent as the Company’s executive officers and
directors pursuant to an Indemnification Agreement between the Company and the Executive substantially in the form attached hereto
as Exhibit D.


 


19.       GOLDEN PARACHUTE.
Anything in this Agreement to the contrary notwithstanding, if any payment or benefit Executive would receive from the Company
or otherwise (a “Payment”) would (a) constitute a “parachute payment” within the meaning of Internal
Revenue Code Section 280G (“Code Section 280G”); and (b) but for this Section 19, be subject to the excise
tax imposed by Internal Revenue Code Section 4999 (the “Excise Tax”), then such Payment shall be equal to the
Reduced Amount. For purposes of this Agreement, the “Reduced Amount” shall be either (x) the largest portion
of the Payment that would result in no portion of the Payment being subject to the Excise Tax; or (y) the largest portion, up to
and including the total, of the Payment, whichever amount, after taking into account all applicable federal, state and local employment
taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in Executive’s receipt,
on an after-tax basis, of the greater amount of the Payment. Any reduction made pursuant to this Section 19 shall be made
in accordance with the following order of priority: (i) Full Credit Payments (as defined below) that are payable in cash, (ii)
non-cash Full Credit Payments that are taxable, (iii) non-cash Full Credit Payments that are not taxable, (iv) Partial Credit Payments
(as defined below), (v) non-cash employee welfare benefits and (vi) stock options whose exercise price exceeds the fair market
value of the optioned stock. In each case, reductions shall be made in reverse chronological order such that the payment or benefit
owed on the latest date following the occurrence of the event triggering the Excise Tax will be the first payment or benefit to
be reduced (with reductions made pro-rata in the event payments or benefits are owed at the same time). For purposes of this Agreement,
 “Full Credit Payment” means a payment, distribution or benefit, whether paid or payable or distributed or distributable
pursuant to the terms of this Agreement or otherwise, that if reduced in value by one dollar reduces the amount of the parachute
payment (as defined in Code Section 280G) by one dollar, determined as if such payment, distribution or benefit had been paid or
distributed on the date of the event triggering the excise tax. For purposes of this Agreement, “Partial Credit Payment”
means any payment, distribution or benefit that is not a Full Credit Payment. In no event shall Executive has any discretion with
respect to the ordering of payment reductions. Unless the Company and Executive otherwise agree in writing, any determination required
under this Section 19 will be made in writing by a certified professional services firm selected by the Company, the Company’s
legal counsel or such other person or entity to which the parties mutually agree (the “Firm”), whose determination
will be conclusive and binding upon Executive and the Company for all purposes. For purposes of making the calculations required
by this Section 19, the Firm may make reasonable assumptions and approximations concerning applicable taxes and may rely
on reasonable, good faith interpretations concerning the application of Code Section 280G and Internal Revenue Code Section 4999.
The Company and Executive will furnish to the Firm such information and documents as the Firm may reasonably request in order to
make a determination under this Section 19. The Company will bear all costs the Firm may reasonably incur in connection
with any calculations contemplated by this Section 19.


 


 


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BLANK]


 






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IN WITNESS WHEREOF, the parties
hereto have executed this Agreement as of the date first written above.


 





 


	 	DRAFTKINGS INC., a Nevada corporation
	 	 
	 	By: 	/s/ R. Stanton Dodge
	 	 	 
	 	Name:	R. Stanton Dodge
	 	 	 
	 	Title:	Chief Legal Officer
	 	 	 
	 	 	 
	 	EXECUTIVE
	 	 
	 	/s/ Matthew Kalish
	 	Name: Matthew Kalish
	 	 	 



 






    	 	13	 



     


    

 


EXHIBIT A


 


NONSOLICITATION, NONDISCLOSURE &
ASSIGNMENT OF INVENTIONS AGREEMENT


 


The undersigned Employee
(the “Employee”), executes this Nonsolicitation, Nondisclosure & Assignment of Inventions Agreement (the “Agreement”)
in consideration of, and a material inducement for, the Company’s (as defined below) continuing relationship with Employee,
whether by employment, contractor, or in advisory or consulting capacities, or otherwise, and in consideration of receiving any
form of compensation or benefit from or in the Company, and the entering into of the Executive Employment Agreement (the “Employment
Agreement”). Employee understands and agrees that this Agreement shall remain in effect and survive any and all changes in
Employee’s job duties, titles and compensation during Employee’s relationship with Company.


 


Definitions


 


		i.	“Company” shall mean DraftKings Inc., a Nevada corporation, and any entity controlled
by, controlling, or under common control with it, including affiliates and subsidiaries. “Control” for this purpose
means the direct or indirect possession of the power to direct or cause the direction of the management and policies of an entity,
whether through ownership, by contract or otherwise.



 


		ii.	“Competing Business” shall mean any person, firm, association, corporation or
any other legal entity that is engaged in a business that is competitive with any aspect of the Business of the Company, including
but not limited to: FanDuel, Paddy Power Betfair, William Hill, bet365, PointsBet, Penn National, Barstool Sports, SugarHouse,
888, MGM, TheScore, BetStars, Unibet, Caesars, Golden Nugget, Bet America, Borgata, Harrahs, Oceans, Resorts, Tropicana, Virgin,
and Pala.



 


		iii.	“Business of the Company” shall mean the research, design, development, marketing,
sales, operations, maintenance and commercial exploitation pertaining to the operation of, and providing products and services
for: (1) fantasy sports contests (“FSC”); (2) Regulated Gaming (defined below); (3) all other products and services
that exist, are in development, or are under consideration by the Company during Employee’s relationship with the Company
(“Other Products and Services”); and (4) all products and services incidentally related to, or which are an extension,
development or expansion of, FSC, Regulated Gaming and/or Other Products and Services (“Incidental Products and Services”).



 


		iv.	“Regulated Gaming” shall mean the operation of games of chance or skill or pari-mutuel
or fixed odds games (including, but not limited to, lotteries, pari-mutuel betting, bingo, race tracks, jai alai, legalized bookmaking,
off-track betting, casino games, racino, keno, and sports betting or any play for fun (non-wagering) versions of the foregoing)
and any type of ancillary service or product related to or connected with the foregoing.



 


		v.	“Confidential Information” shall mean all information or a compilation of information,
in any form (tangible or intangible or otherwise), that is not generally known to competitors or the public, which Company considers
to be confidential and/or proprietary, including but not limited to: research and development; techniques; methodologies; strategies;
product information, designs, prototypes and technical specifications; algorithms, source codes, object codes, trade secrets or
technical data; training materials methods; internal policies and procedures; marketing plans and strategies; pricing and cost
policies; customer, supplier, vendor and partner lists and accounts; customer and supplier preferences; contract terms and rates;
financial data, information, reports, and forecasts; inventions, improvements and other intellectual property; product plans or
proposed product plans; know-how; designs, processes or formulas; software and website applications; computer passwords; market
or sales information, plans or strategies; business plans, prospects and opportunities (including, but not limited to, possible
acquisitions or dispositions of businesses or facilities); information concerning existing or potential customers, partners or
vendors. Confidential Information shall also mean information of or related to Company’s current or potential customers,
vendors or partners that is considered to be confidential or proprietary to the applicable customer, vendor or partner.



 






    	 	A-1	 



     


    

 


Confidential Information does not
include: information in the public domain (other than as a result of disclosure directly or indirectly by Employee); information
approved in writing for unrestricted release by Company; or information produced or disclosed pursuant to a valid court order,
provided Employee has given Company written notice of such request such that Company has an actual, reasonable opportunity
to defend, limit or protect such production or disclosure.


 


1.       Duty
of Loyalty. During the period of Employee’s relationship with the Company, Employee will devote Employee’s
best efforts on behalf of the Company. Employee agrees not to provide any services to any Competing Business or engage in any conduct
which may create an actual or appear to create a conflict of interest, without the expressed, written permission of the Company.


 


2.       Nonsolicitation
of Customers, Clients or Vendors. During the period of Employee’s relationship with the Company and for a period
of twelve (12) months after termination of such relationship (for any reason), Employee shall not directly or indirectly either
for him/herself or for any other person, partnership, legal entity, or enterprise, solicit or transact business, or attempt to
solicit or transact business with, any of the individuals or entities actually known to Employee to be the Company’s customers,
clients, vendors or partners, or prospective customers, clients, vendors or partners, in all cases, about which Employee learned
Confidential Information (as defined above) or which Employee had some involvement or knowledge related to the Business of the
Company. 


 


3.       Nonsolicitation
of Employees and Contractors. During the period of Employee’s relationship with the Company and for a period of twelve
(12) months after termination of such relationship (for any reason), Employee will not directly or indirectly either for him/herself
or for any other person, partnership, legal entity, or enterprise: (i) solicit, in person or through supervision or control of
others, an employee, advisor, consultant or contractor of the Company for the purpose of inducing or encouraging the employee,
advisor, consultant or contractor to leave his or her relationship with the Company or to change an existing business relationship
with the Company or to change an existing business relationship to the detriment of the Company, (ii) hire away an employee, advisor,
consultant or contractor of the Company; or (iii) help another person or entity hire away a Company employee, advisor, consultant
or contractor. Notwithstanding the foregoing, the placement of general advertisements offering employment, other service relationships
or activities that are not specifically targeted toward employees, advisors, consultants or contractors of the Company shall not
be deemed to be a breach of this Section 3.


 






    	 	A-2	 



     


    

 


4.       Nondisclosure
of Customer, Partner and Vendor Information. Employee understands and agrees that it is essential to the Company’s
success that all nonpublic customer, partner, and vendor information is deemed and treated as Confidential Information and a confidential
trade secret. Employee will not, directly or indirectly, either for him/herself or for any other person, partnership, legal entity,
or enterprise, use or disclose any such customer, partner, or vendor information, except as may be necessary in the normal conduct
of the Company’s business for the specific customer, partner, or vendor. Employee agrees that at the end of Employee’s
relationship with the Company, or upon request by the Company, Employee will return to the Company any materials containing such
information.


 


5.       Nondisclosure
of Confidential Information. All such Confidential Information is (and will be) the exclusive property of the Company,
and Employee shall not, during or after Employee’s employment: (i) use any Confidential Information for any purpose that
is not authorized by the Company; (ii) disclose any Confidential Information to any person or entity, except as authorized by the
Company in connection with Employee’s job duties; or (iii) remove or transfer Confidential Information from the Company’s
premises or systems except as authorized by the Company.


 


Upon termination of Employee’s
relationship (for any reason), or upon the request of the Company, Employee will immediately surrender to the Company all Company
property in Employee’s possession, custody, or control, including any and all documents, electronic information, and materials
of any nature containing any Confidential Information, without retaining any copies.


 


Employee understands that the
Company is now and may hereafter be subject to non-disclosure or confidentiality agreements with third persons that require the
Company to protect or refrain from use of Confidential Information. Employee agrees to respect and be bound by the terms of such
agreements in the event Employee has access to such Confidential Information.


 


Employee understands that Confidential
Information is never to be used or disclosed by Employee, as provided in this Section 5. If a temporal limitation on Employee’s
obligation not to use or disclose such information is required under applicable law, and the Agreement or its restriction(s) cannot
otherwise be enforced, Employee agrees and the Company agrees that the two (2) year period after the date Employee’s employment
ends will be the temporal limitation relevant to the contested restriction; provided, however, that this sentence
will not apply to trade secrets protected without temporal limitation under applicable law.


 


Notwithstanding the foregoing
or anything to the contrary in this Agreement or any other agreement between the Company and the Employee, nothing in this Agreement
shall limit the Employee’s right to discuss Employee’s employment or report possible violations of law or regulation
with the Equal Employment Opportunity Commission, United States Department of Labor, the National Labor Relations Board, the Securities
and Exchange Commission, or other federal government agency or similar state or local agency or to discuss the terms and conditions
of his employment with others to the extent expressly permitted by Section 7 of the National Labor Relations Act or to the extent
that such disclosure is protected under the applicable provisions of law or regulation, including but not limited to “whistleblower”
statutes or other similar provisions that protect such disclosure. Employee agrees to take all reasonable steps to ensure that
the Company’s Confidential Information is not made public during any such disclosure. Pursuant to 18 U.S.C. Section 1833(b),
the Employee shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a
trade secret that: (1) is made in confidence to a Federal, State, or local government official, either directly or indirectly,
or to an attorney, and solely for the purpose of reporting or investigating a suspected violation of law; or (2) is made in a complaint
or other document filed in a lawsuit or other proceeding, if such filing is made under seal.


 






    	 	A-3	 



     


    

 


6.       Assignment
of Inventions. Employee expressly understands and agrees that any and all right or interest Employee obtains in any designs,
trade secrets, technical specifications and technical data, know-how and show-how, customer and vendor lists, marketing plans,
pricing policies, inventions, concepts, ideas, expressions, discoveries, improvements and patent or patent rights which are authored,
conceived, devised, developed, reduced to practice, or otherwise obtained by him during the term of this Agreement which relate
to or arise out of his relationship with the Company and which relate to the business of the Company are expressly regarded as
 “works for hire” or works invented or authored within the scope of employment or engagement, whether as an adviser,
consultant, officer, executive, director or other capacity (the “Inventions”). Employee hereby assigns to the
Company the sole and exclusive right to such Inventions. Any assignment of Inventions (and all intellectual property rights with
respect thereto) hereunder includes an assignment of all “Moral Rights” (which shall mean all paternity, integrity,
disclosure, withdrawal, special and any other similar rights recognized by the laws of any jurisdiction or country). To the extent
such Moral Rights cannot be assigned to the Company and to the extent the following is allowed by the laws in any country where
Moral Rights exist, Employee hereby unconditionally and irrevocably waives the enforcement of such Moral Rights, and all claims
and causes of action of any kind against the Company or related to the Company’s customers, with respect to such rights.
Employee further acknowledges and agrees that neither his successors-in-interest nor legal heirs retain any Moral Rights in any
Inventions (and any intellectual property rights with respect thereto).


 


Employee agrees to disclose
all Inventions fully and in writing to the Company promptly after development, conception, invention, creation or discovery of
the same, and at any time upon request. Employee will provide all assistance that the Company reasonably requests to secure or
enforce its rights throughout the world with respect to Inventions, including signing all necessary documents to memorialize those
rights and take any other action which the Company shall deem necessary to assign to and vest completely in the Company, to perfect
trademark, copyright and patent protection with respect to, or to otherwise protect the Company’s trade secrets and proprietary
interest in such Inventions. The obligations of this Section shall continue beyond the termination of Employee’s relationship
with respect to such Inventions conceived of, reduced to practice, or developed by the Employee during the term of this Agreement.
The Company agrees to pay any and all copyright, trademark and patent fees and expenses or other costs incurred by Employee for
any assistance rendered to the Company pursuant to this Section.


 


In the event the Company is
unable, after reasonable effort, to secure Employee’s signature on any patent application, copyright or trademark registration
or other analogous protection relating to an Invention, the Employee hereby irrevocably designates and appoints the Company and
its duly authorized officer and agent as his agent and attorney-in-fact, to act for and on his behalf and stead to execute and
file any such application or applications and to do all other lawfully permitted acts to further the prosecution and issuance of
letters patent, copyright or other analogous protection thereon with the same legal force and effect as if executed by the Employee.


 


In Attachment A to this Agreement,
Employee has listed all Inventions that relate to the business of the Company that Employee (alone or jointly with others) made,
conceived, or first reduced to practice by Employee prior to Employee’s execution of this Agreement, and in which Employee
has any property interest or claim of ownership. If no such Inventions are listed in said Attachment, Employee represents that
Employee has no such Inventions.


 






    	 	A-4	 



     


    

 


To the extent Employee is a
citizen of and subject to law of a state which provides a limitation on invention assignments, then this Agreement’s assignment
shall not include inventions excluded under such law.


 


Notwithstanding anything to
the contrary in this Section 6, this Section 6 shall not apply to inventions that the Employee develops entirely
on his own time without using the Company’s equipment, supplies, facilities, or trade secret information, except to the extent
such inventions (a) relate at the time of conception or reduction to practice of the invention to the Company’s business,
or actual or demonstrably anticipated research or development of the Company; or (b) result from any work performed by the Employee
for the Company.


 


7.       Absence
of Conflicting Agreements. Employee understands that the Company does not desire to acquire from Employee any trade secrets,
know-how or confidential business information that Employee may have acquired from others, and Employee agrees not to disclose
any such information to the Company or otherwise utilize any such information in connection with Employee’s performance of
duties with the Company. Employee represents that Employee is not bound by any agreement or any other existing or previous business
relationship which purports to conflict or impact the full performance of Employee’s duties and obligations to the Company.


 


8.       Remedies
Upon Breach. Employee agrees that any action that violates this Agreement would cause the Company irreparable harm for
which monetary damages are inadequate. Accordingly, in the event of a breach, or threatened breach, the Company shall be entitled
to an injunction restraining such breach or threatened breach, or requiring specific performance, in addition to any and all rights
and remedies at law and equity. The Company shall not be obligated to present additional evidence of irreparable harm or the insufficiency
of monetary damages and, to the extent permitted by law or under applicable court rule, does not need to post a bond or other surety.
Nothing herein shall be construed as prohibiting the Company from pursuing any other remedy available to the Company for such breach
or threatened breach.


 


9.       Jurisdiction,
Venue and Choice of Law The parties hereby mutually agree to the exclusive jurisdiction of the Superior Court (inclusive
of the Business Litigation Session) of the Commonwealth of Massachusetts or the United States District Court for the District of
Massachusetts for any dispute arising hereunder. Accordingly, with respect to any such court action, Employee (a) submits to the
personal jurisdiction of such courts; (b) consents to service of process by regular mail to his last known address; and (c) waives
any other requirement (whether imposed by statute, rule of court, or otherwise) with respect to personal jurisdiction or service
of process. If either party hereto commences a legal action or other proceeding against the other party concerning a dispute arising
from or relating to this Agreement outside of Massachusetts, such commencing party shall reimburse such other party for its or
his reasonable attorneys’ fees, costs and expenses if such other party prevails in staying, transferring, dismissing or otherwise
defending such action or proceeding based on the location of the action or proceeding, regardless of whether such fees, costs and
expenses are incurred in the forum where such commencing party commenced the action or in a Massachusetts forum. This Agreement
shall be governed by the internal substantive laws of Massachusetts, without regard to the doctrine of conflicts of law.


 


10.       Employment
Relationship. Employee agrees and acknowledges that Employee is an employee “at will” and nothing in this Agreement
is intended to guarantee employment for any period of time. The parties enter this Agreement with the understanding that Employee’s
position, title, duties and responsibilities could change in a material way in the future and, in light of that understanding,
the parties intend that this Agreement shall follow Employee throughout the entire course of Employee’s employment with the
Company, and such subsequent material change shall not affect the enforceability or validity of this Agreement.


 






    	 	A-5	 



     


    

 


		11.	Return of Property. Employee agrees that, at the time of termination of Employee’s
employment (for any reason), Employee will return immediately to the Company, in good condition, all property of the Company. This
return of property includes, without limitation, a return of physical property (such as computer, phone or other mobile devices,
credit card, promotional materials, etc.) and intangible property (such as computer passwords).



 


		12.	Litigation and Regulatory Cooperation. During and after the Employee’s relationship
with the Company, Employee shall cooperate fully with the Company in the defense or prosecution of any claims or actions now in
existence or that may be brought in the future against or on behalf of the Company by/against third parties that relate to events
or occurrences that transpired while the Employee was employed by the Company. Employee’s full cooperation in connection
with such claims or actions shall include, but not be limited to, being available to meet with counsel to prepare for discovery
or trial and to act as a witness at mutually convenient times. During and after the Employee’s employment, Employee also
shall cooperate fully with the Company in connection with any investigation or review of any federal, state, or local regulatory
authority as any such investigation or review relates to events or occurrences that transpired while the Employee was employed
by the Company, unless such claim is brought by Employee. As consideration for the Employee’s services under this Section
12, the Company shall remit to Employee, as agreed between the parties in advance, (a) reasonable expenses related to such
cooperation, and (b) an hourly rate equal to Employee’s last base salary divided by 2,000.



 


		13.	Communication to Future Employers. Employee agrees to communicate the contents of
all post-relationship obligations in this Agreement to any Competing Business that Employee intends to be employed by, associated
with, or represent. Employee understands and agrees that the Company may, in its discretion, also share any post-employment obligation
set out in this Agreement with any future employer or potential employer of Employee, or any entity which seeks to be associated
with Employee for Employee’s services.



 


		14.	Miscellaneous. Any waiver by the Company of a breach of any provision of this Agreement
shall not operate or be construed as a waiver of any subsequent breach hereof. If a court determines that one or more of the provisions
contained in this Agreement shall be invalid or unenforceable, such court shall construe, reform or otherwise revise such provision(s)
so as to render it/them enforceable to the maximum extent allowed by law, without invalidating the remaining provisions of this
Agreement. The obligations of each party hereto under this Agreement shall survive the termination of the Employee’s relationship
with the Company regardless of the manner of such termination to the extent expressly provided in, or logically would be expected
under, this Agreement. All covenants and agreements hereunder shall inure to the benefit of and be enforceable by the successors
of the Company. This Agreement amends, supplants and supersedes any agreement previously executed between the parties regarding
the subject matter of this Agreement.



 


Notwithstanding the foregoing,
the Employee shall remain bound by all covenants, duties and obligations relating to confidentiality, ownership of intellectual
property, non-solicitation, non-competition and all other post-employment restrictive covenants, duties and obligations with respect
to which the Employee agreed to be bound in connection with the Employee’s employment with the Company, including without
limitation such covenants, obligations and duties set forth in the Noncompetition, Nonsolicitation, Nondisclosure & Assignment
of Inventions Agreement dated March 13, 2013; the Stock Option Grant Notice And Post Employment Noncompetition Covenant (2017 Equity
Incentive Plan), dated June 4, 2019; the Stock Option Grant Notice And Post Employment Noncompetition Covenant (2017 Equity Incentive
Plan), dated June 4, 2019; and the Stock Option Grant Notice And Post Employment Noncompetition Covenant (2017 Equity Incentive
Plan), dated June 4, 2019 (collectively, the “Restrictive Covenants”).  The post-employment covenants, duties
and obligations set forth in this Agreement are intended to supplement – not replace – the Restrictive Covenants.


 






    	 	A-6	 



     


    

 


Employee recognizes and agrees
that the enforcement of this Agreement is necessary, among other things, to ensure the preservation, protection and continuity
of Confidential Information, trade secrets and goodwill of the Company. Employee agrees that, due to the proprietary nature of
the Business of the Company and relationships with others, the post-employment restrictions set forth above are reasonable as to
duration and scope.


 


Employee is advised to consult with an attorney before
entering into this Agreement.










    	 	A-7	 



     


    

 


IN WITNESS WHEREOF, the undersigned Employee and the
Company have executed this Nonsolicitation, Nondisclosure and Assignment of Inventions Agreement as an instrument under seal as
of this 23rd day of April, 2020.


 





	DraftKings Inc.	 	Employee
	 	 	 
	 	 	 
	 	 	 
	/s/ R. Stanton Dodge	 	/s/ Matthew Kalish
	By:  R. Stanton Dodge	 	Name: Matthew Kalish
	Title: Chief Legal Officer	 	 



 






    	 	A-8	 



     


    

  


NONSOLICITATION, NONDISCLOSURE &
ASSIGNMENT OF INVENTIONS AGREEMENT


 


Attachment A


 


List of all inventions or improvements
(referred to in Section 6) made by Employee, alone or jointly with others, prior to joining the Company.


 


 


	
        Right, Title or Interest

        (If none, please write “NONE”.)

         
	 	Date Acquired	 	Identifying Number or Brief Description of Inventions or Improvements
	 	 	 	 	 
		 		 	
		 		 	
		 		 	
		 		 	
		 		 	
		 		 	
		 		 	


 


 





	Name of Employee:	 
	 	 
	Matthew Kalish	 
	Print	 
	 	 
	/s/ Matthew Kalish	 
	Sign	 
	 	 
	April 23, 2020	 
	Date	 




 






    
	 		 



     


    

 


EXHIBIT B


 


Noncompetition
Covenant


 


		(a)	During the period of your relationship with Company, you, Matthew Kalish (hereinafter “you”)
agree to not, anywhere within the Restricted Area (defined below), acting individually, or as an owner, shareholder, partner, employee,
contractor, agent or otherwise (other than on behalf of Company): provide services to a Competing Business (defined below). For
a period of twelve (12) months following termination of your relationship with Company (for any reason other than referenced below
in section (b)), you agree to not, anywhere within the Restricted Area, acting individually, or as an owner, shareholder, partner,
employee, contractor, agent or otherwise (other than on behalf of Company): provide services to a Competing Business that relate
to any aspect of the Business of the Company (i.e., FSC, Regulated Gaming, Other Products and Services, and/or Incidental Products
and Services) for which you performed services or received confidential information at any time during the twelve (12) month period
prior to such termination. For example, if you performed services for the FSC aspect of the Business of the Company and received
confidential information about the Regulated Gaming aspect of the Business of the Company during the twelve (12) month period prior
to the termination of your relationship with the Company (for any reason other than referenced below in section (b)), then for
twelve (12) months after such termination, you shall not, anywhere within the Restricted Area, acting individually, or as an owner,
shareholder, partner, employee, contractor, agent or otherwise (other than on behalf of Company), provide services to a Competing
Business that relate to FSC or Regulated Gaming. The foregoing shall not be construed to preclude you from (i) owning up to one
percent (1%) of the outstanding stock of a publicly held corporation that constitutes or is affiliated with a Competing Business,
or (ii) becoming a shareholder, partner, contractor, agent, member, employee or otherwise of a private equity, venture capital
or other investment firm, and providing services in connection therewith. The foregoing shall, however, be construed to specifically
prevent you from (x) acting individually, or as an owner, shareholder, partner, employee, contractor, agent or otherwise (other
than on behalf of Company) anywhere within the Restricted Area, during the period of your relationship with the Company and for
a period of twelve (12) months following termination of your relationship with Company (for any reason other than referenced below
in section (b)), and (y) providing services that relate to any aspect of the Business of the Company for any private equity, venture
capital or other investment firm that at any time during such twelve (12) month period, has investments in any Competing Business;
provided that you may work for a division, entity or subgroup of any companies that engage in a Competing Business (a “Separate
BU”) so long as such Separate BU does not engage in any Competing Business and you do not provide any investment advice or
consulting related to any Competing Business. To the extent that you act individually, or as an owner, shareholder, partner, employee,
contractor, agent or otherwise and provide services unrelated to the Business of the Company for any Separate BU or private equity,
venture capital or other investment firm at any time during such twelve (12) month period, you agree to institute an ethical screen
that prevents your access to communications, information and participation in all services related to the Business of the Company.



 






    	 	B-1	 



     


    

 


As set out in the Massachusetts
Noncompetition Agreement Act, you and the Company agree that the opportunity for post-employment benefits and compensation set
forth in the Executive Employment Agreement dated April 23, 2020 (the “Employment Agreement”) constitute mutually-agreed
upon consideration for this Noncompetition Covenant, and is fair and reasonable consideration for this Noncompetition Covenant,
independent of continued employment. Such consideration is specifically designated and you acknowledge the receipt and sufficiency
of the consideration. 


 


		i.	“Company” shall mean any entity controlled by, controlling, or under common
control with DraftKings Inc., a Nevada corporation, including affiliates and subsidiaries. Control means the direct or indirect
possession of the power to direct or cause the direction of the management and policies of an entity, whether through ownership,
by contract or otherwise.



 


		ii.	“Restricted Area” shall mean the entire United States since the Business of
the Company encompasses the entire United States, of which you acknowledge and agree. Additionally, the Restricted Area shall include
any territory or country outside the United States in which the Company operates the Business of the Company.



 


		iii.	“Competing Business” shall mean any person, firm, association, corporation or
any other legal entity that is engaged in a business that is competitive with any aspect of the Business of the Company, including
but not limited to: FanDuel, Paddy Power Betfair, William Hill, bet365, PointsBet, Penn National, Barstool Sports, SugarHouse,
888, MGM, TheScore, BetStars, Unibet, Caesars, Golden Nugget, Bet America, Borgata, Harrahs, Oceans, and Resorts, Tropicana, Virgin,
and Pala.



 


 


		iv.	“Business of the Company” shall mean the research, design, development, marketing,
sales, operations, maintenance and commercial exploitation pertaining to the operation of, and providing products and services
for: (1) fantasy sports contests (“FSC”); (2) Regulated Gaming (defined below); (3) all other products and services
that exist, are in development, or are under consideration by the Company during your relationship with the Company (“Other
Products and Services”); and (4) all products and services incidentally related to, or which are an extension, development
or expansion of, FSC, Regulated Gaming and/or Other Products and Services (“Incidental Products and Services”).



 


		v.	“Regulated Gaming” shall mean the operation of games of chance or skill or pari-mutuel
or fixed odds games (including, but not limited to, lotteries, pari-mutuel betting, bingo, race tracks, jai alai, legalized bookmaking,
off-track betting, casino games, racino, keno, and sports betting or any play for fun (non-wagering) versions of the foregoing)
and any type of ancillary service or product related to or connected with the foregoing.



 






    	 	B-2	 



     


    

 


		vi.	“Confidential Information” shall mean all information or a compilation of information,
in any form (tangible or intangible or otherwise), that is not generally known to competitors or the public, which Company considers
to be confidential and/or proprietary, including but not limited to: research and development; techniques; methodologies; strategies;
product information, designs, prototypes and technical specifications; algorithms, source codes, object codes, trade secrets or
technical data; training materials methods; internal policies and procedures; marketing plans and strategies; pricing and cost
policies; customer, supplier, vendor and partner lists and accounts; customer and supplier preferences; contract terms and rates;
financial data, information, reports, and forecasts; inventions, improvements and other intellectual property; product plans or
proposed product plans; know-how; designs, processes or formulas; software and website applications; computer passwords; market
or sales information, plans or strategies; business plans, prospects and opportunities (including, but not limited to, possible
acquisitions or dispositions of businesses or facilities); information concerning existing or potential customers, partners or
vendors. Confidential Information shall also mean information of or related to Company’s current or potential customers,
vendors or partners that is considered to be confidential or proprietary to the applicable customer, vendor or partner.



 


Confidential Information does not
include: information in the public domain (other than as a result of disclosure by you); approved in writing for unrestricted release
by Company; or produced or disclosed pursuant to a valid court order, provided you have given Company written notice of
such request such that Company has an actual, reasonable opportunity to defend, limit or protect such production or disclosure.


 


		(b)	You and the Company agree that the Noncompetition Covenant shall not be enforceable against you
if the Company terminates your employment without cause or you are subject to a layoff as set forth in the Massachusetts Noncompetition
Agreement Act. In the event of a termination without cause or a layoff as set forth in the Massachusetts Noncompetition Agreement
Act, all other agreements with the Company shall remain in full force and effect to the extent expressly intended, or logically
would be expected, to survive termination of your employment.



 


		(c)	You agree to communicate the contents of all post-relationship obligations in this Noncompetition
Covenant to any Competing Business that you intend to be employed by, associated with, or represent. You understand and agree that
the Company may, in its discretion, also share any post-relationship obligation in this Noncompetition Covenant with any future
(or potential) employer or association that is a Competing Business that seeks to be associated with you or employ you for your
services.



 


 


		(d)	You agree that the enforcement of the Noncompetition Covenant is necessary, among other things,
to ensure the preservation, protection and continuity of the Company’s Confidential Information, trade secrets and goodwill
of the Company. You agree that, due to the proprietary nature of the Business of the Company and relationships with others, the
post-employment restrictions set forth above are reasonable as to duration and scope. You further acknowledge that the Company’s
legitimate business interest cannot be adequately protected through an alternative restrictive covenant, including but not limited
to a non-solicitation agreement or a non-disclosure or confidentiality agreement.



 






    	 	B-3	 



     


    

 


		(e)	You agree that any action that violates this Noncompetition Covenant would cause the Company irreparable
harm for which monetary damages are inadequate. Accordingly, in the event of a breach, or threatened breach, of this Noncompetition
Covenant, the Company shall be entitled to an injunction restraining such breach or threatened breach, or requiring specific performance,
in addition to any and all rights and remedies at law and equity. The Company shall not be obligated to present additional evidence
of irreparable harm or the insufficiency of monetary damages and, to the extent permitted by law or under applicable court rule,
does not need to post a bond or other surety. Nothing herein shall be construed as prohibiting the Company from pursuing any other
remedy available to the Company for such breach or threatened breach.



 


		(f)	You and the Company hereby mutually agree to the exclusive jurisdiction of the Superior Court (inclusive
of the Business Litigation Session) of the Commonwealth of Massachusetts or the United States District Court for the District of
Massachusetts for any dispute arising hereunder. Accordingly, with respect to any such court action, you (a) submit to the personal
jurisdiction of such courts; (b) consent to service of process by regular mail to your last known address; and (c) waive any other
requirement (whether imposed by statute, rule of court, or otherwise) with respect to personal jurisdiction or service of process.
If either party hereto commences a legal action or other proceeding against the other party hereto concerning a dispute arising
from or relating to this Noncompetition Covenant outside of Massachusetts, such commencing party shall reimburse such other party
for its or his reasonable attorneys’ fees, costs and expenses if such other party prevails in staying, transferring, dismissing
or otherwise defending such action or proceeding based on the location of the action or proceeding, regardless of whether such
fees, costs and expenses are incurred in the forum where such commencing party commenced the action or in a Massachusetts forum.
This Noncompetition Covenant shall be governed by the internal substantive laws of Massachusetts, without regard to the doctrine
of conflicts of law.



 


		(g)	The failure of you or Company to insist upon strict performance of this Noncompetition Covenant
irrespective of the length of time for which such failure continues, shall not be a waiver of such party’s rights herein.
No term or provision of this Noncompetition Covenant may be waived unless such waiver is in writing.



 


		(h)	If a court determines that one or more of the provisions contained in this Noncompetition Covenant
shall be invalid or unenforceable, such court shall construe, reform or otherwise revise such provision(s) so as to render it/them
enforceable to the maximum extent allowed by law, without invalidating the remaining provisions of this Noncompetition Covenant.



 






    	 	B-4	 



     


    

 


		(i)	Except as described in Section (b) of this Noncompetition Covenant, your obligations under this
Noncompetition Covenant shall survive the termination of your relationship with the Company regardless of the manner of such termination.



 


		(j)	The rights granted to the Company under the Noncompetition Covenant shall inure to the benefit
of, and be enforceable by, the successors or assigns of Company.



 


		(k)	You acknowledge that the Company provided you with a copy of this Noncompetition Covenant at least
ten (10) business days before it is to be effective. Provided it is executed by both parties, this Noncompetition Covenant
shall become effective on the later of (i) the date it is fully executed, or (ii) ten (10) business days after you received a copy
of it.



 


Before agreeing to this Noncompetition
Covenant, you have the right to consult with counsel, and the Company advises you to do so.


 


Notwithstanding the foregoing,
you shall remain bound by all covenants, duties and obligations relating to confidentiality, ownership of intellectual property,
non-solicitation, non-competition and all other post-employment restrictive covenants, duties and obligations with respect to which
you agreed to be bound in connection with your employment with the Company, including without limitation such covenants, obligations
and duties set forth in the Noncompetition, Nonsolicitation, Nondisclosure & Assignment of Inventions Agreement dated March
13, 2013; the Stock Option Grant Notice And Post Employment Noncompetition Covenant (2017 Equity Incentive Plan), dated June 4,
2019; the Stock Option Grant Notice And Post Employment Noncompetition Covenant (2017 Equity Incentive Plan), dated June 4, 2019;
and the Stock Option Grant Notice And Post Employment Noncompetition Covenant (2017 Equity Incentive Plan), dated June 4, 2019
(collectively, the “Restrictive Covenants”).  The post-employment covenants, duties and obligations set forth
in this Agreement are intended to supplement – not replace – the Restrictive Covenants.


 


		(l)	The parties agree that you are employed “at will” and nothing in this Noncompetition
Covenant is intended to guarantee employment for any period of time. The parties enter this Noncompetition Covenant with the understanding
that your position, title, duties and responsibilities could change in a material way in the future and, in light of that understanding,
the parties intend that this Noncompetition Covenant shall follow you throughout the entire course of your employment with the
Company, and such subsequent material change shall not affect the enforceability or validity of this Noncompetition Covenant.



 


	DraftKings Inc.	 	Employee
	 	 	 
	 	 	 
	 	 	 
	/s/ R. Stanton Dodge	 	/s/ Matthew Kalish
	By: R. Stanton Dodge	 	Name: Matthew Kalish
	Title: Chief Legal Officer	 	 



  






    	 	B-5	 



     


    

 


EXHIBIT C


 


RELEASE AND WAIVER OF CLAIMS


 


In consideration for
the end of employment / termination benefits set forth in the Executive Employment Agreement, to which this form is attached (the
“Employment Agreement”), including without limitation the end of employment / termination benefits set forth
in Section 6 thereof, among other things, Matthew Kalish (the “Executive” or “I”) and DraftKings,
Inc. (the “Company”) hereby enter into the following release and waiver of claims (the “Release”).
For the avoidance of doubt, nothing in this Release is intended or shall be construed to waive, release or limit in any manner
the end of employment / termination benefits described in the Employment Agreement.


 


The Executive hereby
generally and completely release the Company, its affiliates, and its and their current and former directors, officers, employees,
shareholders, partners, agents, attorneys, predecessors, successors, parent and subsidiary entities, insurers, affiliates, family
and assigns (collectively, the “Released Parties”) of and from any and all claims, liabilities and obligations,
both known and unknown, that arise out of or are in any way related to events, acts, conduct, or omissions occurring prior to or
on the date that Executive signs this Release (collectively, the “Released Claims”). The Released Claims include,
but are not limited to: (i) all claims arising out of or in any way related to the Executive’s employment with the Company,
or the termination of that employment; (ii) all claims related to the Executive’s compensation or benefits from the
Company, including salary, bonuses, retention bonuses, commissions, vacation pay, expense reimbursements, severance pay, fringe
benefits, stock, stock options, or any other ownership interests or equity-based awards in the Company; (iii) all claims for
breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing; (iv) all tort
claims, including claims for fraud, defamation, emotional distress, and discharge in violation of public policy; and (v) all federal,
state, and local statutory claims, including claims for discrimination, harassment, retaliation, attorneys’ fees, or other
claims arising under the federal Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of 1990 (as
amended), the federal Family and Medical Leave Act (as amended) (the “FMLA”), the federal Age Discrimination
in Employment Act of 1967 (as amended) (the “ADEA”), the Employee Retirement Income Security Act of 1974 (as
amended), the National Labor Relations Act of 1935 (as amended), Chapter 151B of the Massachusetts General Laws, and any similar
applicable state laws, including those of the Commonwealth of Massachusetts and any other federal, state or local civil or human
rights law or any other local, state or federal law, regulation or ordinance, and any public policy, contract, tort, or common
law. Released Claims specifically includes, without limitation, claims pursuant to the Massachusetts Wage Act and State Overtime
Law, M.G.L. c. 149 §§ 148, 150 et seq. and M.G.L. c 151, §1A et seq, as amended. Notwithstanding the foregoing,
the following are not included in the Released Claims (the “Excluded Claims”): (i) any rights or claims
for indemnification that Executive may have pursuant to any written indemnification agreement with the Company, the charter, bylaws,
or operating agreements of the Company, or under applicable law; (ii) any rights which are not waivable as a matter of law;
(iii) any claims arising from the breach of this Release; or (iv) any claims related to any Accrued Benefits or other vested benefits
or any severance benefits payable or due to the Executive on account of the end of the Executive’s employment or the Executive’s
termination under the terms of the Executive Employment Agreement. For the avoidance of doubt, nothing in this Release shall prevent
Executive from challenging the validity of the Release in a legal or administrative proceeding. Nothing in this Release shall prevent
the Executive from filing, cooperating with, or participating in any proceeding or investigation before the Equal Employment Opportunity
Commission, United States Department of Labor, the National Labor Relations Board, the Occupational Safety and Health Administration,
the Securities and Exchange Commission or any other federal government agency, or similar state or local agency (“Government
Agencies”), or exercising any rights pursuant to Section 7 of the National Labor Relations Act. The Executive further
understands that this Release does not limit the Executive’s ability to voluntarily communicate with any Government Agencies
or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including providing
documents or other information, without notice to the Company. While this Release does not limit the Executive’s right to
receive an award for information provided to the Securities and Exchange Commission, the Executive understands and agrees that
the Executive is otherwise waiving, to the fullest extent permitted by law, any and all rights the Executive may have to individual
relief based upon any claims arising out of any proceeding or investigation before one or more of the Government Agencies. If any
such claim is not subject to release, to the extent permitted by law, the Executive waives any right or ability to be a class or
collective action representative or to otherwise participate in any putative or certified class, collective or multi-party action
or proceeding based on such a claim in which any of the Released Parties is a party. Notwithstanding anything to the contrary set
forth herein, this Release does not abrogate the Executive’s existing rights under any Company benefit plan, the Executive
Employment Agreement or any plan or agreement related to equity ownership in the Company.


 






    	 	C-1	 



     


    

 


I acknowledge that
I am knowingly and voluntarily waiving and releasing any rights I may have under the ADEA (“ADEA Waiver”). I
also acknowledge that (i) the consideration given for the ADEA Waiver is in addition to anything of value to which I was already
entitled; and (ii) that, subject only to Company providing the end of employment / termination benefits described in the first
paragraph of this Release, I have been paid for all time worked, has received all the leave, leaves of absence and leave benefits
and protections for which I am eligible, and have not suffered any on-the-job injury for which I have not already filed a claim.
I affirm that all of the decisions of the Released Parties regarding my pay and benefits through the date of my execution of this
Release were not discriminatory based on age, disability, race, color, sex, religion, national origin or any other classification
protected by law. I affirm that I have not filed or caused to be filed, and am not presently a party to, a claim against any of
the Released Parties. I further affirm that I have no known workplace injuries or occupational diseases. I acknowledge and affirm
that I have not been retaliated against for reporting any allegation of corporate fraud or other wrongdoing by any of the Released
Parties, or for exercising any rights protected by law, including any rights protected by the Fair Labor Standards Act, the Family
Medical Leave Act or any related statute or local leave or disability accommodation laws, or any applicable state workers’
compensation law. I have been advised by this writing, as required by the ADEA, that: (a) my waiver and release do not apply
to any claims that may arise after I sign this Release; (b) I should consult with an attorney prior to executing this release;
(c) I have twenty-one (21) days within which to consider this release (although I may choose to voluntarily execute this release
earlier); (d) I have seven (7) days following the execution of this release to revoke this Release (in a written revocation
sent to the Chief Executive Officer of the Company); and (e) this Release will not be effective until the eighth day after
I sign this Release, provided that I have not earlier revoked this Release (the “Effective Date”). I
will not be entitled to receive any of the benefits specified by this Release unless and until it becomes effective.


 






    	 	C-2	 



     


    

 


In granting the release
herein, which includes claims that may be unknown to me at present, I acknowledge that I expressly waive and relinquish any and
all rights and benefits under any applicable law or statute providing, in substance, that a general release does not extend to
claims which a party does not know or suspect to exist in his or her favor at the time of executing the release, which if known
by him or her would have materially affected the terms of such release.


 


The Executive agrees
that the Executive will not make any negative or disparaging statements or comments, either as fact or as opinion, about the Released
Parties or their vendors, products or services, business, technologies, market position or performance. The Company (including
its subsidiaries and affiliates) will not make, and agrees to use commercially reasonable efforts to cause the executive officers
and board of directors of the Company to refrain from making, any negative or disparaging statements or comments, either as fact
or as opinion, about the Executive (or authorizing any statements or comments to be reported as being attributed to the Company).
Nothing in this paragraph shall prohibit the Executive or the Company from providing truthful information in response to a subpoena
or other legal process. In addition, nothing in the Release shall apply to any legally protected whistleblower rights (including
under Rule 21F under the Securities Exchange Act of 1934).


 


Noncompetition Covenant.
For a period of twelve (12) months following the last day of my employment, I agree to not, anywhere within the Restricted
Area acting individually, or as an owner, shareholder, partner, employee, contractor, agent or otherwise (other than on behalf
of Company) provide services to a Competing Business that relate to any aspect of the Business of the Company (the “Noncompetition
Covenant”). The foregoing shall not be construed to preclude me from (i) owning up to one percent (1%) of the outstanding
stock of a publicly held corporation that constitutes or is affiliated with a Competing Business, or (ii) becoming a shareholder,
partner, contractor, agent, member, employee or otherwise of a private equity, venture capital or other investment firm, and providing
services in connection therewith. The foregoing shall, however, be construed to specifically prevent me from (x) acting individually,
or as an owner, shareholder, partner, employee, contractor, agent or otherwise (other than on behalf of Company) anywhere within
the Restricted Area, during the period of your relationship with the Company and for a period of twelve (12) months following termination
of your relationship with Company (for any reason other than referenced below in section (b)), and (y) providing services that
relate to any aspect of the Business of the Company for any private equity, venture capital or other investment firm that at any
time during such twelve (12) month period, has investments in any Competing Business; provided that I may work for a division,
entity or subgroup of any companies that engage in a Competing Business (a “Separate BU”) so long as such Separate
BU does not engage in any Competing Business and I do not provide any investment advice or consulting related to any Competing
Business. To the extent that I act individually, or as an owner, shareholder, partner, employee, contractor, agent or otherwise
and provide services unrelated to the Business of the Company for any Separate BU or private equity, venture capital or other investment
firm at any time during such twelve (12) month period, I agree to institute an ethical screen that prevents my access to communications,
information and participation in all services related to the Business of the Company. The following definitions apply to this Noncompetition
Covenant:


 






    	 	C-3	 



     


    

 


		i.	“Company” shall mean any entity controlled by, controlling, or under common
control with DraftKings Inc., including affiliates and subsidiaries. Control means the direct or indirect possession of the power
to direct or cause the direction of the management and policies of an entity, whether through ownership, by contract or otherwise.



 


		ii.	“Restricted Area” shall mean the entire United States since the Business of
the Company encompasses the entire United States, of which you acknowledge and agree.



 


		iii.	“Competing Business” shall mean any person, firm, association, corporation or
any other legal entity that is engaged in a business that is competitive with any aspect of the Business of the Company, including
but not limited to: FanDuel, Paddy Power Betfair, William Hill bet365, PointsBet, Penn National, Barstool Sports, SugarHouse, 888,
MGM, TheScore, BetStars, Unibet, Caesars, Golden Nugget, Bet America, Borgata, Harrahs, Oceans, and Resorts, Tropicana, Virgin,
and Pala.



 


		iv.	“Business of the Company” shall mean the research, design, development, marketing,
sales, operations, maintenance and commercial exploitation pertaining to the operation of, and providing products and services
for: (1) fantasy sports contests (“FSC”); (2) Regulated Gaming (defined below); (3) all other products and services
that exist, are in development, or are under consideration by the Company during your relationship with the Company (“Other
Products and Services”); and (4) all products and services incidentally related to, or which are an extension, development
or expansion of, FSC, Regulated Gaming and/or Other Products and Services (“Incidental Products and Services”).



 


		v.	“Regulated Gaming” shall mean the operation of games of chance or skill or pari-mutuel
or fixed odds games (including, but not limited to, lotteries, pari-mutuel betting, bingo, race tracks, jai alai, legalized bookmaking,
off-track betting, casino games, racino, keno, and sports betting or any play for fun (non-wagering) versions of the foregoing)
and any type of ancillary service or product related to or connected with the foregoing.



 


I agree to communicate
the contents of all post-relationship obligations to any Competing Business that I intend to be employed by, associated with, or
represent. I understand and agree that the Company may, in its discretion, also share any post-relationship obligation with any
future (or potential) employer or association that is a Competing Business that seeks to be associated with you or employ you for
your services.


 


I agree that the enforcement
of the Noncompetition Covenant is necessary, among other things, to ensure the preservation, protection and continuity of the Company’s
confidential information, trade secrets and goodwill of the Company. I agree that, due to the proprietary nature of the Business
of the Company and relationships with others, the post-employment restrictions set forth above are reasonable as to duration and
scope. I acknowledge that the Company’s legitimate business interest cannot be adequately protected through an alternative
restrictive covenant, including but not limited to a non-solicitation agreement or a non-disclosure or confidentiality agreement.


 






    	 	C-4	 



     


    

 


I agree that any action
that violates this Noncompetition Covenant would cause the Company irreparable harm for which monetary damages are inadequate.
Accordingly, in the event of a breach, or threatened breach, the Company shall be entitled to an injunction restraining such breach
or threatened breach, or requiring specific performance, in addition to any and all rights and remedies at law and equity. The
Company shall not be obligated to present additional evidence of irreparable harm or the insufficiency of monetary damages and,
to the extent permitted by law or under applicable court rule, does not need to post a bond or other surety. Nothing herein shall
be construed as prohibiting the Company from pursuing any other remedy available to the Company for such breach or threatened breach.


 


The parties hereby
mutually agree to the exclusive jurisdiction of the Superior Court (inclusive of the Business Litigation Session) of the Commonwealth
of Massachusetts or the United States District Court for the District of Massachusetts for any dispute arising hereunder. Accordingly,
with respect to any such court action, I (a) submit to the personal jurisdiction of such courts; (b) consent to service of process
by regular mail to my last known address; and (c) waive any other requirement (whether imposed by statute, rule of court, or otherwise)
with respect to personal jurisdiction or service of process. If either party hereto commences a legal action or other proceeding
against the other party hereto concerning a dispute arising from or relating to this Noncompetition Covenant outside of Massachusetts,
such commencing party will reimburse such other party for its or my reasonable attorneys’ fees, costs and expenses if such
other party prevails in staying, transferring, dismissing or otherwise defending such action or proceeding based on the location
of the action or proceeding, regardless of whether such fees, costs and expenses are incurred in the forum where such commencing
party commenced the action or in a Massachusetts forum. This Noncompetition Covenant shall be governed by the internal substantive
laws of Massachusetts, without regard to the doctrine of conflicts of law.


 


The failure of myself
or the Company to insist upon strict performance of this Noncompetition Covenant irrespective of the length of time for which such
failure continues, shall not be a waiver of such party’s rights herein. No term or provision of this Noncompetition Covenant
may be waived unless such waiver is in writing.


 


If a court determines
that one or more of the provisions contained in the Noncompetition Covenant shall be invalid or unenforceable, such court shall
construe, reform or otherwise revise such provision(s) so as to render it/them enforceable to the maximum extent allowed by law,
without invalidating the remaining provisions of this Noncompetition Covenant.


 


The rights granted
to the Company under the Noncompetition Covenant shall inure to the benefit of, and be enforceable by, the successors or assigns
of Company. The Noncompetition Covenant is entered into in connection with my cessation of employment.


 






    	 	C-5	 



     


    

 


This Release constitutes
the complete, final and exclusive embodiment of the entire agreement between the Company and me with regard to the subject matter
hereof. Notwithstanding the above, the Noncompetition Covenant is intended to supplement, but not replace, any other post-employment
obligations between me and the Company [to be listed at the time of separation],
as such other post-employment obligations remain in full force and effect. By signing below, I am not relying on any promise or
representation by the Company that is not expressly stated herein. This Release may only be modified by a writing signed by both
me and a duly authorized officer of the Company.


 


The Company advises me to consult with legal
counsel before entering into this Release.


 


 


THE EXECUTIVE:


 





	Date:	 	 	 	 
	 	 	 	Name:	Matthew Kalish
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 



 


 


THE COMPANY:


 


	Date:	 	 	 	 
	 	 	 	 	 
	 	 	 	By:	 
	 	 	 	 	 
	 	 	 	Its:	 



 






    	 	C-6	 



     


    

 


EXHIBIT D


 


INDEMNIFICATION
AGREEMENT


 


This Indemnification
Agreement (the “Agreement”) is made and entered into as of April 23, 2020 between DraftKings
Inc., a Nevada corporation (the “Company”), and Matthew Kalish
(“Indemnitee”).


 


WITNESSETH THAT:


 


WHEREAS, highly
competent persons have become more reluctant to serve corporations as directors, officers or in other capacities unless they are
provided with adequate protection through insurance or adequate indemnification against inordinate risks of claims and actions
against them arising out of their service to and activities on behalf of the corporation;


 


WHEREAS, the
Board of Directors of the Company (the “Board”) has determined that, in order to attract and retain qualified
individuals, the Company will attempt to maintain on an ongoing basis, at its sole expense, liability insurance to protect persons
serving the Company and its subsidiaries from certain liabilities. Although the furnishing of such insurance has been a customary
and widespread practice among United States-based corporations and other business enterprises, the Company believes that, given
current market conditions and trends, such insurance may be available to it in the future only at higher premiums and with more
exclusions. At the same time, directors, officers, and other persons in service to corporations or business enterprises are being
increasingly subjected to expensive and time-consuming litigation relating to, among other things, matters that traditionally would
have been brought only against the Company or business enterprise itself. Chapter 78 of the Nevada Revised Statutes (the “NRS”)
and the Amended and Restated Articles of Incorporation of the Company (the “Articles”) authorize indemnification
of the directors, officers, employees, fiduciaries and agents of the Company. The Amended and Restated Bylaws of the Company (the
 “Bylaws”) provide that the Company will indemnify the directors and officers of the Company. The NRS
expressly provides that the indemnification provisions set forth therein are not exclusive, and thereby contemplate that contracts
may be entered into between the Company and persons acting on behalf of the Company with respect to indemnification;


 


WHEREAS, the
uncertainties relating to such insurance and to indemnification have increased the difficulty of attracting and retaining such
persons;


 


WHEREAS, the
Board has determined that the increased difficulty in attracting and retaining such persons is detrimental to the best interests
of the Company’s stockholders and that the Company should act to assure such persons that there will be increased certainty
of such protection in the future;


 


WHEREAS, it
is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify, and to advance expenses on
behalf of, such persons to the fullest extent permitted by applicable law so that they will serve or continue to serve the Company
free from undue concern that they will not be so indemnified;


 


WHEREAS, this
Agreement is a supplement to and in furtherance of any indemnification provisions in the Articles and/or the Bylaws of the Company
and any resolutions adopted pursuant thereto, and shall not be deemed a substitute therefor, nor to diminish or abrogate any rights
of Indemnitee thereunder; and


 






    	 	D-1
	 



     


    

 


WHEREAS, Indemnitee
does not regard the protection available under the NRS, the Bylaws and insurance as adequate in the present circumstances, and
may not be willing to serve as an officer or a director without adequate protection, and the Company desires Indemnitee to serve
in such capacity. Indemnitee is willing to serve, continue to serve and to take on additional service for or on behalf of the Company
on the condition that he or she be so indemnified.


 


NOW, THEREFORE,
in consideration of Indemnitee’s agreement to serve as an officer and/or a director from and after the date of this Agreement,
and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto
agree as follows:


 


1.       Indemnity
of Indemnitee. The Company hereby agrees to hold harmless and indemnify Indemnitee to the fullest extent permitted by law,
as such may be amended from time to time. In furtherance of the foregoing indemnification, and without limiting the generality
thereof.


 


(a)Proceedings
Other Than Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided
in this Section l(a) if, by reason of his or her Corporate Status (as hereinafter defined), Indemnitee was or is a party,
or is threatened to be made a party, to any Proceeding (as hereinafter defined) other than a Proceeding by or in the right of the
Company. Pursuant to this Section 1(a), the Company shall indemnify Indemnitee against all Expenses (as hereinafter defined),
judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her, or on his or her behalf, in connection
with such Proceeding or any claim, issue or matter therein, if Indemnitee either (i) is not liable pursuant to NRS 78.138 or (ii)
acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company,
and with respect to any criminal Proceeding, had no reasonable cause to believe Indemnitee’s conduct was unlawful.


 


(b)Proceedings
by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section
1(b) if, by reason of his or her Corporate Status, Indemnitee is, or is threatened to be made, a party to or participant in
any Proceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 1(b),
the Company shall indemnify Indemnitee against all Expenses and amounts paid in settlement actually and reasonably incurred by
Indemnitee, or on Indemnitee’s behalf, in connection with such Proceeding or any claim, issue or matters therein, if Indemnitee
either (i) is not liable pursuant to NRS 78.138 or (ii) acted in good faith and in a manner Indemnitee reasonably believed to be
in or not opposed to the best interests of the Company; provided, however, if applicable law so provides, no indemnification
against such Expenses or other amounts shall be made in respect of any claim, issue or matter as to which Indemnitee shall have
been adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom, to be liable to the Company or for
amounts paid in settlement to the Company, unless and only to the extent that the court in which the Proceeding was brought or
other court of competent jurisdiction shall determine that in view of all the circumstances in the case, Indemnitee is fairly and
reasonably entitled to indemnity for such expenses as the court deems proper.


 


(c)Termination
of Proceeding. The termination of any Proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere
or its equivalent, shall not, of itself, adversely affect the right of Indemnitee to indemnification or create an inference or
presumption either that Indemnitee is liable pursuant to NRS 78.138, that Indemnitee did not act in good faith and in a manner
which he or she reasonably believed to be in or not opposed to the best interests of the corporation, or, with respect to any criminal
action or proceeding, that Indemnitee had reasonable cause to believe that the conduct was unlawful. The Company acknowledges that
such a resolution, short of final judgment, may be successful on the merits if it permits a party to avoid expense, delay, distraction,
disruption and uncertainty. In the event that any Proceeding to which Indemnitee is a party is resolved in any manner other than
by adverse judgment against Indemnitee (including, without limitation, settlement of such Proceeding with or without payment of
money or other consideration) it shall be presumed that Indemnitee has been successful on the merits or otherwise in such Proceeding.
Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing
evidence.


 






    	 	D-2	 



     


    

 


(d)Indemnification
for Expenses of a Party Who is Wholly or Partly Successful. Notwithstanding any other provision of this Agreement, to the extent
that Indemnitee is, by reason of his or her Corporate Status, a party to and is successful, on the merits or otherwise, in any
Proceeding, the Company shall indemnify Indemnitee to the maximum extent permitted by law, as such may be amended from time to
time, against all Expenses actually and reasonably incurred by him or her on his or her behalf in connection with the defense of
the Proceeding. If Indemnitee is not wholly successful in such Proceeding but is successful, on the merits or otherwise, as to
one or more but less than all claims, issues or matters in such Proceeding, the Company shall indemnify Indemnitee against all
Expenses actually and reasonably incurred by him or her, or on his or her behalf, in connection with each successfully resolved
claim, issue or matter. For purposes of this Section and without limitation, the termination of any claim, issue or matter
in such a Proceeding by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue
or matter.


 


2.       Additional
Indemnity. In addition to, and without regard to any limitations on, the indemnification provided for in Section 1 of
this Agreement, the Company shall and hereby does indemnify and hold harmless Indemnitee, to the fullest extent permitted by law,
as may be amended from time to time, against all Expenses, judgments, fines and amounts paid in settlement actually and reasonably
incurred by him or her, or on his or her behalf, if, by reason of his or her Corporate Status, he or she was or is a party, or
is threatened to be made a party, to any Proceeding (including a Proceeding by or in the right of the Company), including, without
limitation, all liability arising out of the simple or gross negligence, recklessness, or active or passive wrongdoing of Indemnitee.
The only limitation that shall exist upon the Company’s obligations pursuant to this Agreement shall be that the Company
shall not be obligated to make any payment to Indemnitee that is finally determined (under the procedures, and subject to the presumptions,
set forth in Section 6 and Section 7 hereof) to be unlawful.


 


3.       Contribution.


 


(a)Whether
or not the indemnification provided in Section 1 and Section 2 hereof is available, in respect of any Proceeding
in which the Company is jointly liable with Indemnitee (or would be if joined in such Proceeding), the Company shall pay the entire
amount of any judgment or settlement of such Proceeding without requiring Indemnitee to contribute to such payment and the Company
hereby waives and relinquishes any right of contribution it may have against Indemnitee. The Company shall not enter into any settlement
of any Proceeding in which the Company is jointly liable with Indemnitee (or would be if joined in such Proceeding) unless such
settlement provides for a full and final release of all claims asserted against Indemnitee.


 


(b)Without
diminishing or impairing the obligations of the Company set forth in the preceding subparagraph, if, for any reason, Indemnitee
shall elect or be required to pay all or any portion of any judgment or settlement in any Proceeding in which the Company is jointly
liable with Indemnitee (or would be if joined in such Proceeding), the Company shall contribute to the amount of Expenses, judgments,
fines and amounts paid in settlement actually and reasonably incurred and paid or payable by Indemnitee in proportion to the relative
benefits received by the Company and all officers, directors or employees of the Company, other than Indemnitee, who are jointly
liable with Indemnitee (or would be if joined in such Proceeding), on the one hand, and Indemnitee, on the other hand, from the
transaction from which such Proceeding arose; provided, however, that the proportion determined on the basis of relative
benefit may, to the extent necessary to conform to law, be further adjusted by reference to the relative fault of the Company and
all officers, directors or employees of the Company other than Indemnitee who are jointly liable with Indemnitee (or would be if
joined in such Proceeding), on the one hand, and Indemnitee, on the other hand, in connection with the events that resulted in
such expenses, judgments, fines or settlement amounts, as well as any other equitable considerations which applicable law may require
to be considered. The relative fault of the Company and all officers, directors or employees of the Company, other than Indemnitee,
who are jointly liable with Indemnitee (or would be if joined in such Proceeding), on the one hand, and Indemnitee, on the other
hand, shall be determined by reference to, among other things, the degree to which their actions were motivated by intent to gain
personal profit or advantage, the degree to which their liability is primary or secondary and the degree to which their conduct
is active or passive.


 






    	 	D-3	 



     


    

 


(c)The Company
hereby agrees to fully indemnify and hold Indemnitee harmless from any claims of contribution which may be brought by officers,
directors, or employees of the Company, other than Indemnitee, who may be jointly liable with Indemnitee.


 


(d)To the fullest
extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to Indemnitee for
any reason whatsoever, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amount incurred by Indemnitee,
whether for judgments, fines, amounts paid or to be paid in settlement and/or for Expenses, in connection with any claim relating
to an indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances
of such Proceeding in order to reflect (i) the relative benefits received by the Company and Indemnitee as a result of the event(s)
and/or transaction(s) giving cause to such Proceeding and/or (ii) the relative fault of the Company (and its directors, officers,
employees and agents) and Indemnitee in connection with such event(s) and/or transaction(s).


 


(e)The Company
hereby acknowledges that Indemnitee may have rights to indemnification for payment of the judgment or settlement amount provided
by another entity (“Other Indemnitor(s)”). The Company agrees with Indemnitee that the Company is the
indemnitor of first resort of Indemnitee with respect to matters for which indemnification is provided under this Agreement and
that the Company will be obligated to make all payments due to or for the benefit of Indemnitee under this agreement without regard
to any rights that Indemnitee may have against the Other Indemnitor(s). The Company hereby waives any equitable rights to contribution
or indemnification from the Other Indemnitor in respect of any amounts paid to Indemnitee hereunder until such time as the Indemnitee
has been fully and finally indemnified. The Company further agrees that no payment of Expenses or losses by the Other Indemnitor(s)
to or for the benefit of Indemnitee shall affect the obligations of the Company hereunder.


 


4.       Indemnification
for Expenses of a Witness. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee, by reason
of his or her Corporate Status, is a witness, or is made (or asked) to respond to discovery requests or otherwise asked to participate
in any Proceeding to which Indemnitee is not a party, the Company shall indemnify Indemnitee against all Expenses actually and
reasonably incurred by him or her, or on his or her behalf, in connection therewith.


 


5.       Advancement
of Expenses. Notwithstanding any other provision of this Agreement, the Company shall advance all Expenses incurred by or on
behalf of Indemnitee in connection with defending any Proceeding within thirty (30) days after the receipt by the Company of a
statement or statements from Indemnitee requesting such advance or advances from time to time, whether prior to or after final
disposition of such Proceeding. Such statement or statements shall reasonably evidence the Expenses incurred by Indemnitee and
Indemnitee shall also submit a written undertaking to repay any Expenses advanced if it shall ultimately be determined by a court
of competent jurisdiction that Indemnitee is not entitled to be indemnified by the Company against such Expenses. Any advances
and undertakings to repay pursuant to this Section 5 shall be unsecured and interest free. In furtherance of the foregoing,
Indemnitee hereby undertakes to repay such amounts advanced if, and to the extent that, it shall ultimately be determined by a
court of competent jurisdiction that Indemnitee is not entitled to be indemnified by the Company pursuant to the terms of this
Agreement.


 






    	 	D-4	 



     


    

 


6.       Procedures
and Presumptions for Determination of Entitlement to Indemnification. It is the intent of this Agreement to secure for Indemnitee
rights of indemnity that are as favorable as may be permitted under the NRS and public policy of the State of Nevada. Accordingly,
the parties agree that the following procedures and presumptions shall apply in the event of any question as to whether Indemnitee
is entitled to indemnification under this Agreement:


 


(a)To obtain
indemnification under this Agreement, Indemnitee shall submit to the Company a written request, including therein or therewith
such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and
to what extent Indemnitee is entitled to indemnification. The Secretary of the Company shall, promptly upon receipt of such a request
for indemnification, advise the Board in writing that Indemnitee has requested indemnification. Notwithstanding the foregoing,
any failure of Indemnitee to provide such a request to the Company, or to provide such a request in a timely fashion, shall not
relieve the Company of any liability that it may have to Indemnitee unless, and to the extent that, the Company is actually and
materially prejudiced as a result of such failure.


 


(b)Upon written
request by Indemnitee for indemnification pursuant to the first sentence of Section 6(a) hereof, a determination with respect
to Indemnitee’s entitlement thereto shall be made in the specific case by one of the following three methods, which shall
be at the election of the Board (i) by a majority vote of a quorum consisting of Disinterested Directors (as defined below), (ii)
if a majority vote of a quorum consisting of Disinterested Directors so orders, or if a quorum of Disinterested Directors cannot
be obtained, by Independent Counsel (as defined below) in a written opinion to the Board, a copy of which shall be delivered to
Indemnitee, or (iii) by the stockholders of the Company.


 


(c)Notwithstanding
anything to the contrary set forth in this Agreement, if a request for indemnification is made after a Change in Control, at the
election of Indemnitee made in writing to the Company, and if the Board by a majority vote of a quorum consisting of Disinterested
Directors orders the determination of Indemnitee’s entitlement to indemnification to be made by an Independent Counsel, or
if a quorum of Disinterested Directors cannot be obtained, any determination required to be made pursuant to Section 6(b)
above as to whether Indemnitee is entitled to indemnification shall be made by Independent Counsel selected as provided in this
Section 6(c). The Independent Counsel shall be selected by Indemnitee, unless Indemnitee shall request that such selection
be made by the Board. The party making the selection shall give written notice to the other party advising it of the identity of
the Independent Counsel so selected. The party receiving such notice may, within seven (7) days after such written notice of selection
shall have been given, deliver to the other party a written objection to such selection. Such objection may be asserted only on
the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined
in Section 13 hereof, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper
and timely objection, the person so selected shall act as Independent Counsel. If a written objection is made, the Independent
Counsel so selected may not serve as Independent Counsel unless and until a court has determined that such objection is without
merit. If, within twenty (20) days after submission by Indemnitee of a written request for indemnification pursuant to Section
6(a) hereof, no Independent Counsel shall have been selected (or, if selected, such selection shall have been objected to)
in accordance with this paragraph, then either the Company or Indemnitee may petition the courts of the State of Nevada or other
court of competent jurisdiction for resolution of any objection which shall have been made by the Company or Indemnitee to the
other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court
or by such other person as the court shall designate, and the person with respect to whom an objection is favorably resolved or
the person so appointed shall act as Independent Counsel under Section 6(c) hereof. The Company shall pay any and all reasonable
fees and expenses of Independent Counsel incurred by such Independent Counsel in connection with acting pursuant to Section
6(b) hereof. The Company shall pay any and all reasonable and necessary fees and expenses incident to the procedures of this
Section 6(c), regardless of the manner in which such Independent Counsel was selected or appointed.


 






    	 	D-5	 



     


    

 


(d)If the determination
of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 6(b) hereof, the Independent
Counsel shall be selected as provided in this Section 6(d). The Independent Counsel shall be selected by the Board. Indemnitee
may, within ten (10) days after such written notice of selection shall have been given, deliver to the Company a written objection
to such selection; provided, however, that such objection may be asserted only on the ground that the Independent
Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section
13 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper
and timely objection, the person so selected shall act as Independent Counsel. If a written objection is made and substantiated,
the Independent Counsel selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court has
determined that such objection is without merit. If, within twenty (20) days after submission by Indemnitee of a written request
for indemnification pursuant to Section 6(a) hereof, no Independent Counsel shall have been selected (or, if selected, such
selection shall have been objected to) in accordance with this paragraph, then either the Company or Indemnitee may petition the
appropriate courts of the State of Nevada or other court of competent jurisdiction for resolution of any objection which shall
have been made by Indemnitee to the Company’s selection of Independent Counsel and/or for the appointment as Independent
Counsel of a person selected by the court or by such other person as the court shall designate, and the person with respect to
whom an objection is favorably resolved or the person so appointed shall act as Independent Counsel under Section 6(b) hereof.
The Company shall pay any and all reasonable fees and expenses of Independent Counsel in connection with acting pursuant to Section
6(b) hereof, and the Company shall pay any and all reasonable fees and expenses incident to the procedures of this Section
6(d), regardless of the manner in which such Independent Counsel was selected or appointed.


 


(e)In making
a determination with respect to entitlement to indemnification hereunder, the person or persons or entity making such determination
shall presume that Indemnitee is entitled to indemnification under this Agreement. Anyone seeking to overcome this presumption
shall have the burden of proof and the burden of persuasion by clear and convincing evidence. Neither the failure of the Company
(including by its directors or independent legal counsel) to have made a determination prior to the commencement of any action
pursuant to this Agreement that indemnification is proper in the circumstances because Indemnitee has met the applicable standard
of conduct, nor an actual determination by the Company (including by its directors or independent legal counsel) that Indemnitee
has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that Indemnitee has not
met the applicable standard of conduct.


 


(f)Indemnitee
shall be deemed to have acted in good faith if Indemnitee’s action is based on the records or books of account of the Enterprise
(as hereinafter defined), including financial statements, or on information supplied to Indemnitee by the officers of the Enterprise
in the course of their duties, or on the advice of legal counsel for the Enterprise or on information or records given or reports
made to the Enterprise by an independent certified public accountant or by an appraiser or other expert selected with reasonable
care by the Enterprise. In addition, the knowledge and/or actions, or failure to act, of any director, officer, agent or employee
of the Enterprise shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement.
Whether or not the foregoing provisions of this Section 6(f) are satisfied, it shall in any event be presumed that Indemnitee
has at all times acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests
of the Company. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear
and convincing evidence. The Company will promptly advise Indemnitee in writing with respect to any determination that Indemnitee
is or is not entitled to indemnification, including a description of any reason or basis for which indemnification has been denied.


 






    	 	D-6	 



     


    

 


(g)Notwithstanding
anything to the contrary set forth in this Agreement, if the person, persons or entity empowered or selected under Section 6
to determine whether Indemnitee is entitled to indemnification shall not have been appointed or shall not have made a determination
within sixty (60) days after receipt by the Company of the request therefor, the requisite determination of entitlement to indemnification
shall be deemed to have been made and Indemnitee shall be entitled to such indemnification, unless the Company establishes by written
opinion of Independent Counsel that (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary
to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition
of such indemnification under applicable law; provided, however, that such sixty (60) day period may be extended
for a reasonable time, not to exceed an additional thirty (30) days, if the person, persons or entity making such determination
with respect to entitlement to indemnification in good faith requires such additional time to obtain or evaluate documentation
and/or information relating thereto; and provided, further, that the foregoing provisions of this Section 6(g)
shall not apply if the determination of entitlement to indemnification is to be made by the stockholders pursuant to Section
6(b) of this Agreement and if (A) within fifteen (15) days after receipt by the Company of the request for such determination,
the Disinterested Directors resolve as required by Section 6(b)(iii) of this Agreement to submit such determination to the
stockholders for their consideration at an annual meeting thereof to be held within seventy five (75) days after such receipt and
such determination is made thereat, or (B) a special meeting of stockholders is called within fifteen (15) days after such receipt
for the purpose of making such determination, such meeting is held for such purpose within sixty (60) days after having been so
called and such determination is made thereat.


 


(h)Indemnitee
shall cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to
indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information
which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary
to such determination. Any Independent Counsel or member of the Board or stockholder of the Company shall act reasonably and in
good faith in making a determination regarding Indemnitee’s entitlement to indemnification under this Agreement. Any costs
or expenses (including attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons
or entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement
to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom.


 


7.       Remedies
of Indemnitee.


 


(a)In the
event that (i) a determination is made pursuant to Section 6 of this Agreement that Indemnitee is not entitled to indemnification
under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 5 of this Agreement, (iii) no
determination of entitlement to indemnification is made pursuant to Section 6(b) or Section 6(c) of this Agreement
within sixty (60) days after receipt by the Company of the request for indemnification, or such longer period, not to exceed an
additional thirty (30) days, to which the period may be extended pursuant to Section 6(g), (iv) payment of indemnification
is not made pursuant to this Agreement within ten (10) days after receipt by the Company of a written request therefor or (v) payment
of indemnification is not made within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification
or such determination is deemed to have been made pursuant to Section 6 of this Agreement, Indemnitee shall be entitled
to an adjudication of Indemnitee’s entitlement to such indemnification or advancement of expenses either, at Indemnitee’s
sole option, in (1) an appropriate court of the State of Nevada, or any other court of competent jurisdiction or (2) an arbitration
to be conducted by a single arbitrator, selected by mutual agreement of the Company and Indemnitee, pursuant to the rules of the
American Arbitration Association. The Company shall not oppose Indemnitee’s right to seek any such adjudication.


 






    	 	D-7	 



     


    

 


(b)In the
event that a determination shall have been made pursuant to Section 6(b) or Section 6(c) of this Agreement that Indemnitee
is not entitled to indemnification, (i) any judicial proceeding or arbitration commenced pursuant to this Section 7 shall
be conducted in all respects de novo on the merits, and Indemnitee shall not be prejudiced by reason of any adverse determination
under Section 6(b) or Section 6(c); and (ii) in any such judicial proceeding or arbitration, the Company shall have
the burden of proving that Indemnitee is not entitled to indemnification under this Agreement.


 


(c)If a determination
shall have been made pursuant to Section 6(b) or Section 6(c), or shall have been deemed to have been made pursuant
to Section 6(g), of this Agreement that Indemnitee is entitled to indemnification, the Company shall be obligated to pay
the amounts constituting such indemnification within five (5) days after such determination has been made or has been deemed to
have been made and shall be conclusively bound by such determination in any judicial proceeding commenced pursuant to this Section
7, unless the Company establishes by written opinion of Independent Counsel that (i) a misstatement by Indemnitee of a material
fact, or an omission of a material fact necessary to make Indemnitee’s misstatement not materially misleading in connection
with the request for indemnification or (ii) a prohibition of such indemnification under applicable law.


 


(d)In the
event that Indemnitee, pursuant to this Section 7, seeks a judicial adjudication of, or an award in arbitration to enforce,
his or her rights under, or to recover damages for breach of, this Agreement, or to recover under any directors’ and officers’
liability insurance policies maintained by the Company, the Company shall pay to him or her, or on his or her behalf, in advance,
and shall indemnify him or her against, any and all expenses (of the types described in the definition of Expenses in Section 13
of this Agreement) actually and reasonably incurred by him or her in such judicial adjudication or arbitration, regardless of whether
Indemnitee ultimately is determined to be entitled to such indemnification, advancement of expenses or insurance recovery.


 


(e)The Company
shall be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 7 that the
procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court or before
any such arbitrator that the Company is bound by all the provisions of this Agreement. The Company shall indemnify Indemnitee against
any and all Expenses and, if requested by Indemnitee, shall (within ten (10) days after receipt by the Company of a written request
therefore) advance, to the extent not prohibited by law, such expenses to Indemnitee, which are incurred by Indemnitee in connection
with any action brought by Indemnitee for indemnification or advance of Expenses from the Company under this Agreement or under
any directors’ and officers’ liability insurance policies maintained by the Company, regardless of whether Indemnitee
ultimately is determined to be entitled to such indemnification, advancement of Expenses or insurance recovery, as the case may
be.


 


8.       Non-Exclusivity;
Survival of Rights; Insurance; Subrogation.


 


(a)The rights
of indemnification and advancement of expenses as provided by this Agreement shall not be deemed exclusive of, and shall be in
addition to, any other rights to which Indemnitee may at any time be entitled under applicable law, the Articles or the Bylaws
of the Company, any agreement, a vote of stockholders, a resolution of directors of the Company, or otherwise, and nothing in this
Agreement shall diminish or otherwise restrict Indemnitee’s rights to indemnification or advancement of expenses under any
of the foregoing. No amendment, alteration or repeal of this Agreement or of any provision hereof shall limit or restrict any right
of Indemnitee under this Agreement in respect of any action taken or omitted by such Indemnitee in his or her Corporate Status
prior to such amendment, alteration or repeal. To the extent that a change in the NRS, whether by statute or judicial decision,
permits greater indemnification than would be afforded currently under the Articles, the Bylaws and this Agreement, it is the intent
of the parties hereto that Indemnitee shall enjoy by this Agreement the greater benefits so afforded by such change and Indemnitee
shall be deemed to have such greater benefits hereunder. No right or remedy herein conferred is intended to be exclusive of any
other right or remedy, and every other right and remedy shall be cumulative and in addition to every other right and remedy given
hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder,
or otherwise, shall not prevent the concurrent assertion or employment of any other right or remedy. The Company shall not adopt
any amendments to its Articles or Bylaws, the effect of which would be to deny, diminish or encumber Indemnitee’s right to
indemnification or advancement of expenses under this Agreement, any other agreement or otherwise, without the prior written consent
of the Indemnitee.


 






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(b)To the
extent that the Company maintains an insurance policy or policies providing liability insurance for directors, officers, employees,
or agents or fiduciaries of the Company or of any other corporation, partnership, joint venture, trust, employee benefit plan or
other enterprise that such person serves at the request of the Company, Indemnitee shall be covered by such policy or policies
in accordance with its or their terms to the maximum extent of the coverage available for any director, officer, employee, agent
or fiduciary under such policy or policies. If, at the time of the receipt of a notice of a claim pursuant to the terms hereof,
the Company has director and officer liability insurance in effect, the Company shall give prompt notice of the commencement of
such Proceeding to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter
take all necessary or desirable action to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result
of such Proceeding in accordance with the terms of such policies.


 


(c)In the event
of any payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery
of Indemnitee, who shall execute all papers required and take all action necessary to secure such rights, including execution of
such documents as are necessary to enable the Company to bring suit to enforce such rights (with all of Indemnitee’s reasonable
expenses, including, without limitation, attorneys’ fees and charges, related thereto to be reimbursed by or, at the option
of Indemnitee, advanced by the Company).


 


(d)The Company
shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable hereunder if and to the extent
that Indemnitee has otherwise actually received such payment under any insurance policy, contract, agreement or otherwise.


 


(e)The Company’s
obligation to indemnify or advance Expenses hereunder to Indemnitee who is or was serving at the request of the Company as a director,
officer, employee or agent of any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise
shall be reduced by any amount Indemnitee has actually received as indemnification or advancement of expenses from such other corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise.


 


9.       Exception
to Right of Indemnification. Notwithstanding any provision in this Agreement, the Company shall not be obligated under this
Agreement to make any indemnity in connection with any claim made against Indemnitee:


 


(a)for which payment has actually
been made to or on behalf of Indemnitee under any insurance policy or other indemnity provision, except with respect to any excess
beyond the amount paid under any insurance policy or other indemnity provision; or


 






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(b)for an
accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within
the meaning of Section 16(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
or similar provisions of state statutory law or common law; or


 


(c)for any
reimbursement of the Company by Indemnitee of any bonus or other incentive-based or equity-based compensation or of any profits
realized by Indemnitee from the sale of securities of the Company, as required in each case under the Exchange Act (including any
such reimbursements that arise from an accounting restatement of the Company pursuant to Section 304 of the Sarbanes-Oxley Act
of 2002 (the “Sarbanes-Oxley Act”), or the payment to the Company of profits arising from the purchase
and sale by Indemnitee of securities in violation of Section 306 of the Sarbanes-Oxley Act); or


 


(d)for any reimbursement
of the Company by Indemnitee of any compensation pursuant to any compensation recoupment or clawback policy adopted by the Board
or the compensation committee of the Board, including but not limited to any such policy adopted to comply with stock exchange
listing requirements implementing Section 10D of the Exchange Act; or


 


(e)in connection
with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding)
initiated by Indemnitee against the Company (other than to enforce Indemnitee’s rights under this Agreement) or its directors,
officers, employees or other indemnitees, unless (i) the Board of the Company authorized the Proceeding (or such part of the Proceeding)
prior to its initiation, or (ii) the Company indemnifies Indemnitee, in its sole discretion, independently of this Agreement pursuant
to the powers vested in the Company under applicable law.


 


10.       Retroactive
Effect; Duration of Agreement; Successors and Binding Agreement. All agreements and obligations of the Company contained herein
shall be deemed to have become effective upon the date Indemnitee first had Corporate Status; shall continue during the period
Indemnitee has Corporate Status; and shall continue thereafter so long as Indemnitee may be subject to any Proceeding (or any action
commenced under Section 7 hereof) by reason of his or her Corporate Status, whether or not he or she is acting or serving
in any such capacity at the time any liability or expense is incurred for which indemnification can be provided under this Agreement.
This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective
successors (including any direct or indirect successor by purchase, merger, consolidation, reorganization or otherwise to all or
substantially all of the business or assets of the Company), assigns, spouses, heirs, executors and personal and legal representatives.
The Company shall require any such successor to all or substantially all of the business or assets of the Company, by agreement
in form and substance satisfactory to Indemnitee and his or her counsel, expressly to assume and agree to perform this Agreement
in the same manner and to the same extent the Company would be required to perform if no such succession had taken place. Except
as otherwise set forth in this Section 10, this Agreement shall not be assignable or delegable by the Company.


 


11.       Security.
To the extent requested by Indemnitee and approved by the Board of the Company, the Company may at any time and from time to time
provide security to Indemnitee for the Company’s obligations hereunder through an irrevocable bank line of credit, funded
trust or other collateral. Any such security, once provided to Indemnitee, may not be revoked or released without the prior written
consent of Indemnitee.


 






    	 	D-10	 



     


    

 


12.       Enforcement.


 


(a)The Company
expressly confirms and agrees that it has entered into this Agreement and assumes the obligations imposed on it hereby in order
to induce Indemnitee to serve, or continue to serve, as an officer or a director of the Company, and the Company acknowledges that
Indemnitee is relying upon this Agreement in serving or continuing to serve as an officer or a director of the Company.


 


(b)This Agreement constitutes the
entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings,
oral, written and implied, between the parties hereto with respect to the subject matter hereof.


 


13.       Definitions.
For purposes of this Agreement:


 


(a)       “Change
in Control” means the occurrence of any one of the following events:


(i)any sale,
lease, exchange or other transfer (in one or a series of related transactions) of all or substantially all of the assets of the
Company;


 


(ii)any “Person”
as such term is used in Section 13(d) and Section 14(d) of the Exchange Act becomes, directly or indirectly, the “beneficial
owner” as defined in Rule 13d-3 under the Exchange Act of securities of the Company that represent more than 50% of
the combined voting power of the Company’s then outstanding voting securities (the “Outstanding Company Voting
Securities”); provided, however, that for purposes of this Section 13(a)(ii), the following
acquisitions shall not constitute a Change in Control: (I) any acquisition directly from the Company, (II) any acquisition by the
Company, (III) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any person
or entity that directly or indirectly controls, is controlled by or is under common control with the Company and/or to the extent
provided by the Board, any person or entity in which the Company has a significant interest, (IV) any acquisition by any corporation
pursuant to a transaction that complies with Sections 13(a)(iv)(A) and 13(a)(iv)(B), (V) any acquisition involving beneficial
ownership of less than 50% of the then-outstanding shares of the Company’s Class A common stock, par value $0.0001 per
share (and any stock or other securities into which such ordinary shares may be converted or into which they may be exchanged)
(the “Outstanding Company Common Shares”) or the Outstanding Company Voting Securities that is determined
by the Board, based on review of public disclosure by the acquiring Person with respect to its passive investment intent, not to
have a purpose or effect of changing or influencing the control of the Company; provided, however, that for purposes
of this clause (V), any such acquisition in connection with (x) an actual or threatened election contest with respect to the
election or removal of directors or other actual or threatened solicitation of proxies or consents or (y) any “Business
Combination” (as defined below) shall be presumed to be for the purpose or with the effect of changing or influencing the
control of the Company;


 


(iii)during
any period of not more than two (2) consecutive years, individuals who constitute the Board as of the beginning of the
period (the “Incumbent Directors”) cease for any reason to constitute at least a majority of the Board,
provided that any person becoming a director subsequent to the beginning of such period, whose election or nomination for
election was approved by a vote of at least two-thirds of the Incumbent Directors then on the Board (either by a specific vote
or by approval of the proxy statement of the Company in which such person is named as a nominee for director, without written objection
to such nomination) will be an Incumbent Director; provided, however, that no individual initially elected or nominated
as a director of the Company as a result of an actual or threatened election contest with respect to directors or as a result of
any other actual or threatened solicitation of proxies by or on behalf of any person other than the Board will be deemed to be
an Incumbent Director;


 






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(iv)consummation
of a merger, amalgamation or consolidation (a “Business Combination”) of the Company with any other corporation,
unless, following such Business Combination, (A) all or substantially all of the individuals and entities that were the beneficial
owners of the Outstanding Company Common Shares and the Outstanding Company Voting Securities immediately prior to such Business
Combination beneficially own, directly or indirectly, more than 50% of the then-outstanding shares of common stock (or, for a non-corporate
entity, equivalent securities) and the combined voting power of the then-outstanding voting securities entitled to vote generally
in the election of directors (or, for a non-corporate entity, equivalent governing body), as the case may be, of the entity resulting
from such Business Combination (including, without limitation, an entity that, as a result of such transaction, owns the Company
or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) in substantially
the same proportions as their ownership immediately prior to such Business Combination of the Outstanding Company Common Shares
and the Outstanding Company Voting Securities, as the case may be, and (B) at least a majority of the members of the board of directors
(or, for a non-corporate entity, equivalent governing body) of the entity resulting from such Business Combination were Incumbent
Directors at the time of the execution of the initial agreement or of the action of the Board providing for such Business Combination;


 


(v)the stockholders of the Company
approve a plan of complete liquidation of the Company.


 


(b)“Corporate
Status” means the fact that a person is or was a director, officer, employee, agent or fiduciary of the Company or
is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise.


 


(c)“Disinterested
Director” means a director of the Company who is not and was not a party to the Proceeding in respect of which indemnification
is sought by Indemnitee.


 


(d)“Enterprise”
shall mean the Company and any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise
that Indemnitee is or was serving at the express written request of the Company as a director, officer, trustee, partner, manager,
managing member, employee, agent or fiduciary.


 


(e)“Expenses”
shall include all reasonable attorneys’ fees, retainers, court costs, transcript costs, fees of experts and other professionals,
witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees,
ERISA excise taxes and penalties, and all other disbursements or expenses of the types customarily incurred or actually incurred
in connection with prosecuting, defending, preparing to prosecute or defend, investigating, participating, or being or preparing
to be a witness in a Proceeding, or responding to, or objecting to, a request to provide discovery in a Proceeding. Expenses also
shall include Expenses incurred in connection with any appeal resulting from any Proceeding, including, without limitation, the
premium, security for, and other costs relating to any cost bond, supersede as bond, or other appeal bond or its equivalent. Should
any payments by the Company to or for the account of Indemnitee under this Agreement be determined to be subject to any federal,
state or local income or excise tax, Expenses shall also include such amounts as are necessary to place Indemnitee in the same
after-tax position (after giving effect to all applicable taxes) Indemnitee would have been in had no such tax been determined
to apply to those payments. The parties agree that for the purposes of any advancement of Expenses for which Indemnitee has made
written demand to the Company in accordance with this Agreement, all Expenses included in such demand that are certified by affidavit
of Indemnitee’s counsel as being reasonable in the good faith judgment of such counsel shall be presumed conclusively to
be reasonable. Expenses, however, shall not include amounts paid in settlement by Indemnitee or the amount of judgments or fines
against Indemnitee.


 






    	 	D-12	 



     


    

 


(f)“Independent
Counsel” means a law firm, or a member of a law firm, that is experienced in matters of corporation law and neither
presently is, nor in the past five (5) years has been, retained to represent (i) the Company or Indemnitee in any matter material
to either such party (other than with respect to matters concerning Indemnitee under this Agreement, or of other indemnitees under
similar indemnification agreements), or (ii) any other party to the Proceeding giving rise to a claim for indemnification hereunder.
Notwithstanding the foregoing, the term “Independent Counsel” shall not include any person who, under the applicable
standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company or Indemnitee
in an action to determine Indemnitee’s rights under this Agreement. The Company agrees to pay the reasonable fees of the
Independent Counsel referred to above and to fully indemnify such counsel against any and all Expenses, claims, liabilities and
damages arising out of or relating to this Agreement or its engagement pursuant hereto.


 


(g)“Proceeding”
includes any threatened, pending or completed action, suit, claim, counterclaim, cross claim, arbitration, mediation, alternate
dispute resolution mechanism, investigation, inquiry, administrative hearing or any other actual, threatened or completed proceeding,
whether brought by or in the right of the Company or otherwise and whether civil, criminal, administrative, legislative or investigative
(formal or informal); in each case whether or not Indemnitee’s Corporate Status existed at the time any liability or expense
is incurred for which indemnification can be provided under this Agreement; including one pending on or before the date of this
Agreement, but excluding one initiated by an Indemnitee pursuant to Section 7 of this Agreement to enforce his or her rights
under this Agreement.


 


14.       Severability.
The invalidity or unenforceability of any provision hereof shall in no way affect the validity or enforceability of any other provision.
Without limiting the generality of the foregoing, this Agreement is intended to confer upon Indemnitee indemnification rights to
the fullest extent permitted by applicable laws. In the event any provision hereof conflicts with any applicable law, such provision
shall be deemed modified, consistent with the aforementioned intent, to the extent necessary to resolve such conflict.


 


15.       Modification
and Waiver. No supplement, modification, termination or amendment of this Agreement shall be binding unless executed in writing
by both of the parties hereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver
of any other provisions hereof (whether or not similar) nor shall such waiver constitute a continuing waiver.


 


16.       Notice
by Indemnitee. Indemnitee agrees promptly to notify the Company in writing upon being served with or otherwise receiving any
summons, citation, subpoena, complaint, indictment, information or other document relating to any Proceeding or matter which may
be subject to indemnification covered hereunder. The failure to so notify the Company shall not relieve the Company of any obligation
which it may have to Indemnitee under this Agreement unless, and only to the extent that, the Company is actually and materially
prejudiced as a result of such delay or failure.


 


17.       Notices.
All notices and other communications given or made pursuant to this Agreement shall be in writing and shall be deemed effectively
given (a) upon personal delivery to the party to be notified, (b) when sent by confirmed facsimile, or (c) upon delivery when sent
by a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt. All communications
shall be sent:


 


To Indemnitee at the address set
forth below Indemnitee’s signature hereto.


 






    	 	D-13	 



     


    

 


To the Company at:


 


DraftKings Inc.


222 Berkeley Street 5th Floor


Boston, Massachusetts 02116


Attention: Chief Legal Officer


 


or to such other address
as may have been furnished to Indemnitee by the Company or to the Company by Indemnitee, as the case may be.


 


18.       Counterparts.
This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original, but all of which together
shall constitute one and the same the same instrument. Counterparts
may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal
ESIGN Act of 2000, e.g., www.docusign.com) or other transmission
method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for
all purposes.


 


19.       Headings.
The headings of the paragraphs of this Agreement are inserted for convenience only and shall not be deemed to constitute part of
this Agreement or to affect the construction thereof.


 


20.       Successors
and Assigns. The terms of this Agreement shall be binding upon the Company and its successors and assigns and shall inure to
the benefit of Indemnitee and Indemnitee’s spouse, assigns, heirs, devisees, executors, administrators and other legal representatives.


 


21.       Governing
Law and Consent to Jurisdiction. This Agreement and the legal relations among the parties shall be governed by, and construed
and enforced in accordance with, the laws of the State of Nevada, without regard to its conflict of laws rules. The Company and
Indemnitee hereby irrevocably and unconditionally (i) agree that any action or proceeding arising out of or in connection with
this Agreement (other than an arbitration pursuant to Section 7 hereof) shall be brought only in the Eighth Judicial District
Court of Clark County (the “Nevada Court”), and not in any other state or federal court in the United
States of America or any court in any other country, (ii) consent to submit to the exclusive jurisdiction of the Nevada Court for
purposes of such action or proceeding, (iii) waive any objection to the laying of venue of any such action or proceeding in the
Nevada Court, and (iv) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Nevada
Court has been brought in an improper or inconvenient forum.


 


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IN WITNESS WHEREOF,
the parties hereto have executed this Agreement on and as of the day and year first above written.


 





	 	COMPANY
	 	 
	 	DraftKings Inc.
	 	 
	 	By: 	/s/ R. Stanton Dodge
	 	Name:	R. Stanton Dodge
	 	Title:	Chief Legal Officer
	 	 	 
	 	 	 
	 	INDEMNITEE

	 	 
	 	/s/ Matthew Kalish
	 	Name: Matthew Kalish
	 	 	 
	 	Address:	Address on file with the Company
	 	 	 
	 	 	 
	 	 	 


 






    	 	D-15