Exhibit 10.7


 





FORM
OF INDEMNIFICATION AGREEMENT


 


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


 


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)       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.


 






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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.


 






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(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.


 






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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.


 






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(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.


 


(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.


 






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(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.


 






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(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.


 






    	 	8	 



     


    

 


(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


 


(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


 






    	 	9	 



     


    

 


(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.


 


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.


 






    	 	10	 



     


    

 


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; 


 






    	 	11	 



     


    

 


(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.


 






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(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:


 


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


 


(b)       To
the Company at:


 


DraftKings Inc.


222 Berkeley Street 5th Floor


Boston, Massachusetts 02116


Attention: Chief Legal Officer


Fax: (617) 249-1722


 






    	 	13	 



     


    

 


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: 	  
	 	Name:	 
	 	Title:	  
	 	 	 
	 	 	 
	 	INDEMNITEE
	 	 	 
	 	 	 
	 	Name:	 
	 	 	 
	 	Address:	 
	 	 	 
	 	 	 



 








[Signature Page to Indemnification Agreement]