Exhibit
10.22


 


DRAFTKINGS INC.


 


2017 EQUITY INCENTIVE
PLAN


 


ADOPTED BY THE BOARD
OF DIRECTORS: September 28, 2017


APPROVED BY THE STOCKHOLDERS: November 20,
2017


TERMINATION DATE: September 27, 2027


 


		1.	GENERAL.



 


(a) Successor to and Continuation of Prior Plans. The Plan is the successor to and continuation of the DraftKings Inc. 2012
Stock Option and Restricted Stock Plan, as amended (the “Prior Plan”). From and after 12:01 a.m. Eastern
time on the Effective Date, no additional stock awards will be granted under the Prior Plan. All Stock Awards granted on or after
12:01 a.m. Eastern Time on the Effective Date will be granted under this Plan. All stock awards granted under the Prior Plan will
remain subject to the terms of the Prior Plan.


 


(i) Any shares that would otherwise remain available for future grants under the Prior Plan as of 12:01 a.m. Eastern Time
on the Effective Date (the “Prior Plan’s Available Reserve”) will cease to be available under the
Prior Plan at such time. Instead, that number of shares of Common Stock equal to the Prior Plan’s Available Reserve will
be added to the Share Reserve (as further described in Section 3(a) below) and be then immediately available for grants and issuance
pursuant to Stock Awards hereunder, up to the maximum number set forth in Section 3(a) below.


 


(ii) In addition, from and after 12:01 a.m. Eastern time on the Effective Date, with respect to the aggregate number of shares
subject, at such time, to outstanding stock awards granted under the Prior Plan that (1) expire or terminate for any reason prior
to exercise or settlement; (2) are forfeited because of the failure to meet a contingency or condition required to vest such shares
or otherwise return to the Company; or (3) are reacquired, withheld (or not issued) to satisfy a tax withholding obligation in
connection with an award or to satisfy the purchase price or exercise price of a stock award (such shares the “Returning
Shares”) will immediately be added to the Share Reserve (as further described in Section 3(a) below) as and when
such a share becomes a Returning Share, up to the maximum number set forth in Section 3(a) below.


 


(b) Eligible Stock Award Recipients. Employees, Directors and Consultants are eligible to receive Stock Awards.


 


(c) Available Stock Awards. The Plan provides for the grant of the following types of Stock Awards: (i) Incentive Stock
Options, (ii) Nonstatutory Stock Options, (iii) Stock Appreciation Rights, (iv) Restricted Stock Awards, (v) Restricted Stock Unit
Awards and (vi) Other Stock Awards.


 


(d) Purpose. The Plan, through the grant of Stock Awards, is intended to help the Company secure and retain the services
of eligible award recipients, provide incentives for such persons to exert maximum efforts for the success of the Company and any
Affiliate and provide a means by which the eligible recipients may benefit from increases in value of the Common Stock.


 


		2.	ADMINISTRATION.



 


(a) Administration by the Board. The Board will administer the Plan. The Board may delegate administration of the Plan to
a Committee or Committees, as provided in Section 2(c).


 




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(b) Powers of the Board. The Board will have the power, subject to, and within the limitations of, the express provisions
of the Plan:


 


(i) To determine (A) who will be granted Stock Awards; (B) when and how each Stock Award will be granted; (C) what type
or combination of types of Stock Award will be granted; (D) the provisions of each Stock Award (which need not be identical), including
when a person will be permitted to exercise or otherwise receive cash or Common Stock under the Stock Award; (E) the number of
shares of Common Stock subject to, or the cash value of, a Stock Award; and (F) the Fair Market Value applicable to a Stock Award.


 


(ii) To construe and interpret the Plan and Stock Awards granted under it, and to establish, amend and revoke rules and regulations
for administration of the Plan and Stock Awards. The Board, in the exercise of these powers, may correct any defect, omission or
inconsistency in the Plan or in any Stock Award Agreement, in a manner and to the extent it will deem necessary or expedient to
make the Plan or Stock Award fully effective.


 


 (iii) To settle all controversies regarding the Plan and Stock Awards granted under it.




 


(iv) To accelerate, in whole or in part, the time at which a Stock Award may be exercised or vest (or the time at which cash
or shares of Common Stock may be issued in settlement thereof).


 


(v) To suspend or terminate the Plan at any time. Except as otherwise provided in the Plan or a Stock Award Agreement, suspension
or termination of the Plan will not materially impair a Participant’s economic rights under the Participant’s then-outstanding
Stock Award without the affected Participant’s written consent except as provided in subsection (viii) below.


 


(vi) To amend
the Plan in any respect the Board deems necessary or advisable, including, without limitation, by adopting amendments relating
to Incentive Stock Options and certain nonqualified deferred compensation under Section 409A of the Code and/or bringing the Plan
or Stock Awards granted under the Plan into compliance with the requirements for Incentive Stock Options or ensuring that they
are exempt from, or compliant with, the requirements for nonqualified deferred compensation under Section 409A of the Code, subject
to the limitations, if any, of applicable law. If required by applicable law or listing requirements, and except as provided in
Section 9(a) relating to Capitalization Adjustments, the Company will seek stockholder approval of any amendment of the Plan that
(A) materially increases the number of shares of Common Stock available for issuance under the Plan, (B) 
materially expands the class of individuals eligible to receive Stock Awards under the Plan, (C) 
materially increases the benefits accruing to Participants under the Plan, (D) materially reduces the price at which shares
of Common Stock may be issued or purchased under the Plan, (E) materially extends the term of the Plan, or (F) materially expands
the types of Stock Awards available for issuance under the Plan. Except as otherwise provided in the Plan (including subsection
(viii) below) or a Stock Award Agreement, no amendment of the Plan will materially impair a Participant’s economic rights
under an outstanding Stock Award without the Participant’s written consent.


 


(vii) To submit any amendment to the Plan for stockholder approval, including, but not limited to, amendments to the Plan
intended to satisfy the requirements of Section 422 of the Code regarding Incentive Stock Options.


 







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(viii) To approve forms of Stock Award Agreements for use under the Plan and to amend the terms of any one or more Stock Awards,
including, but not limited to, amendments to provide terms more favorable to the Participant
than previously provided in the Stock Award Agreement, subject to any specified limits in the Plan that are not subject to Board
discretion; provided however, that, except as otherwise provided in the Plan or the applicable Stock Award Agreement, a
Participant’s rights under any Stock Award will not be materially impaired by any such amendment unless (A) the Company requests
the consent of the affected Participant, and (B) such Participant consents in writing. Notwithstanding the foregoing, (1) a Participant’s
rights will not be deemed to have been impaired by any such amendment if the Board, in its sole discretion, determines that the
amendment, taken as a whole, does not materially impair the Participant’s rights, and (2) subject to the limitations of applicable
law, if any, the Board may amend the terms of any one or more Stock Awards without the affected Participant’s consent (A)
to maintain the qualified status of the Stock Award as an Incentive Stock Option under Section 422 of the Code; (B) to change the
terms of an Incentive Stock Option, if such change results in impairment of the Stock Award solely because it impairs the qualified
status of the Stock Award as an Incentive Stock Option under Section 422 of the Code; (C) to clarify the manner of exemption from,
or to bring the Stock Award into compliance with, Section 409A of the Code; or (D) to comply with other applicable laws.


 


(ix) Generally, to exercise such powers and to perform such acts as the Board deems necessary or expedient to promote the
best interests of the Company and that are not in conflict with the provisions of the Plan or Stock Awards.


 


(x) To adopt such procedures and sub-plans as are necessary or appropriate to permit participation in the Plan by Employees,
Directors or Consultants who are foreign nationals or employed outside the United States (provided that Board approval will not
be necessary for immaterial modifications to the Plan or any Stock Award Agreement that are required for compliance with the laws
of the relevant foreign jurisdiction).


 


(xi) To effect, with the consent of any adversely affected Participant, (A) the reduction of the exercise, purchase or strike
price of any outstanding Stock Award; (B) the cancellation of any outstanding Stock Award and the grant in substitution therefor
of a new (1) Option or SAR, (2) Restricted Stock Award, (3) Restricted Stock Unit Award, (4) Other Stock Award, (5) cash and/or
(6) other valuable consideration determined by the Board, in its sole discretion, with any such substituted award (x) covering
the same or a different number of shares of Common Stock as the cancelled Stock Award and (y) granted under the Plan or another
equity or compensatory plan of the Company; or (C) any other action that is treated as a repricing under generally accepted accounting
principles.


 


(c) Delegation to Committee. To the extent permitted by applicable law, the Board may delegate some or all of the administration
of the Plan to a Committee or Committees. If administration of the Plan is delegated to a Committee, the Committee will have, in
connection with the administration of the Plan, the powers theretofore possessed by the Board that have been delegated to the Committee,
including the power to delegate to a subcommittee of the Committee any of the administrative powers the Committee is authorized
to exercise (and references in this Plan to the Board will thereafter be to the Committee or subcommittee, as applicable). Any
delegation of administrative powers will be reflected in resolutions, not inconsistent with the provisions of the Plan, adopted
from time to time by the Board or Committee (as applicable). The Board may retain the authority to concurrently administer the
Plan with the Committee and may, at any time, revest in the Board some or all of the powers previously delegated.


 


(d) Delegation to an Officer. The Board may delegate to one or more Officers the authority to do one or both of the following:
(i) designate Employees who are not Officers to be recipients of Options and SARs (and, to the extent permitted by applicable law,
other Stock Awards) and, to the extent permitted by applicable law, the terms of such Stock Awards, and (ii) determine the number
of shares of Common Stock to be subject to such
Stock Awards granted to such Employees; provided, however, that the Board resolutions regarding such delegation will specify
the total number of shares of Common Stock that may be subject to the Stock Awards granted by such Officer and that such Officer
may not grant a Stock Award to himself or herself. Any such Stock Awards will be granted on the form of Stock Award Agreement most
recently approved for use by the Committee or the Board, unless otherwise provided in the resolutions approving the delegation
authority. The Board may not delegate authority to an Officer who is acting solely in the capacity of an Officer (and not also
as a Director) to determine the Fair Market Value.


 




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(e) Effect of Board’s Decision. All determinations, interpretations and constructions made by the Board in good faith
will not be subject to review by any person and will be final, binding and conclusive on all persons.


 


(f) Indemnification. Neither the Board nor any Committee, nor any member of either or any delegate thereof, shall be liable
for any act, omission, interpretation, construction or determination made in good faith in connection with the Plan, and the members
of the Board and any Committee (and any delegate thereof) shall be entitled in all cases to indemnification and reimbursement by
the Company in respect of any claim, loss, damage or expense (including, without limitation, reasonable attorneys’ fees)
arising or resulting therefrom to the fullest extent permitted by law and/or under the Company’s governing documents, including
its certificate of incorporation or bylaws, or any directors’ and officers’ liability insurance coverage which may
be in effect from time to time and/or any indemnification agreement between such individual and the Company.


 


		3.	SHARES
                                         SUBJECT TO THE PLAN.



 


(a) Share Reserve.
Subject to Section 9(a) relating to Capitalization Adjustments the aggregate number of shares of Common Stock that may be issued
pursuant to Stock Awards from and after the Effective Date shall not exceed 65,910,000 shares (the “Share Reserve”)
which number is the sum of (i) 10,755,142 shares, plus (ii) 366,641, which represents the aggregate number of shares subject to
the Prior Plans’ Available Reserve, plus (iii) 54,788,217, representing the number of shares that are Returning Shares,
as such shares become available from time to time. For clarity, the limitation in this Section 3(a) is a limitation in the number
of shares of Common Stock that may be issued pursuant to the Plan. Accordingly, this Section 3(a) does not limit the granting
of Stock Awards except as provided in Section 7(a).


 


(b) Reversion of
Shares to the Share Reserve. If a Stock Award or any portion thereof (i) 
expires or otherwise terminates without all of the shares covered by such Stock Award having been issued or (ii) is settled
in cash (i.e., the Participant receives cash rather than stock), such expiration, termination or settlement will not reduce
(or otherwise offset) the number of shares of Common Stock that may be available for issuance under the Plan. If any shares of
Common Stock issued pursuant to a Stock Award are forfeited back to or repurchased by the Company because of the failure to meet
a contingency or condition required to vest such shares in the Participant, then the shares that are forfeited or repurchased
will revert to and again become available for issuance under the Plan. Any shares reacquired by the Company in satisfaction of
tax withholding obligations on a Stock Award or as consideration for the exercise or purchase price of a Stock Award will again
become available for issuance under the Plan.


 


(c) Incentive Stock Option Limit. Subject to the Share Reserve and Section 9(a) relating to Capitalization Adjustments,
the aggregate maximum number of shares of Common Stock that may be issued pursuant to the exercise of Incentive Stock Options will
be a number of shares of Common Stock equal to three multiplied by the Share Reserve.


 




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(d) Source of Shares. The stock issuable under the Plan will be shares of authorized but unissued or reacquired Common Stock,
including shares repurchased by the Company on the open market or otherwise.


 


		4.	ELIGIBILITY.



 


(a) Eligibility for Specific Stock Awards. Incentive Stock Options may be granted only to employees of the Company or a
 “parent corporation” or “subsidiary corporation” thereof (as such terms are defined in Sections 424(e)
and 424(f) of the Code). Stock Awards other than Incentive Stock Options may be granted to Employees, Directors and Consultants;
provided, however, that Stock Awards may not be granted to Employees, Directors and Consultants who are providing Continuous
Service only to any “parent” of the Company, as such term is defined in Rule 405, unless (i) the stock underlying such
Stock Awards is treated as “service recipient stock” under Section 409A of the Code (for example, because the Stock
Awards are granted pursuant to a corporate transaction such as a spin off transaction), (ii) the Company, in consultation with
its legal counsel, has determined that such Stock Awards are otherwise exempt from Section 409A of the Code, or (iii) the Company,
in consultation with its legal counsel, has determined that such Stock Awards comply with the distribution requirements of Section
409A of the Code.


 


(b) Ten Percent Stockholders. A Ten Percent Stockholder will not be granted an Incentive Stock Option unless the exercise
price of such Option is at least 110 percent of the Fair Market Value on the date of grant and the Option is not exercisable after
the expiration of five years from the date of grant.


 


(c) Consultants. A Consultant will not be eligible for the grant of a Stock Award if, at the time of grant, either the offer
or sale of the Company’s securities to such Consultant is not exempt under Rule 701 because of the nature of the services
that the Consultant is providing to the Company, because the Consultant is not a natural person, or because of any other provision
of Rule 701, unless the Company determines that such grant need not comply with the requirements of Rule 701 and will satisfy another
exemption under the Securities Act as well as comply with the securities laws of all other relevant jurisdictions.


 


		5.	PROVISIONS RELATING TO
OPTIONS AND STOCK APPRECIATION
RIGHTS.



 


Each Option
or SAR will be in such form and will contain such terms and conditions as the Board deems appropriate. All Options will be separately
designated Incentive Stock Options or Nonstatutory Stock Options at the time of grant, and, if certificates are issued, a separate
certificate or certificates will be issued for shares of Common Stock purchased on exercise of each type of Option. If an Option
is not specifically designated as an Incentive Stock Option, or if an Option is designated as an Incentive Stock Option but some
portion or all of the Option fails to qualify as an Incentive Stock Option under the applicable rules, then the Option (or portion
thereof) will be a Nonstatutory Stock Option. The provisions of separate Options or SARs need not be identical; provided, however,
that each Stock Award Agreement will conform to (through incorporation of provisions hereof by reference in the applicable Stock
Award Agreement or otherwise) the substance of each of the following provisions:


 


(a) Term. Subject to the provisions of Section 4(b) regarding Ten Percent Stockholders, no Option or SAR will be exercisable
after the expiration of 10 years from the date of its grant or such shorter period specified in the Stock Award Agreement.


 







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(b) Exercise Price.
Subject to the provisions of Section 4(b) regarding Ten Percent Stockholders, the exercise or strike price of each Option or SAR
will be not less than 100 percent of the Fair Market Value of the Common Stock subject to the Option or SAR on the date the Stock
Award is granted. Notwithstanding the foregoing, an Option or SAR may be granted with an exercise or strike price lower than 100
percent of the Fair Market Value of the Common Stock subject to the Stock Award if such Stock Award is granted pursuant to an
assumption of or substitution for another option or stock appreciation right pursuant to a Corporate Transaction and in a manner
consistent with the provisions of Section 409A of the Code and, if applicable, Section 424(a) of the Code. Each SAR will be denominated
in shares of Common Stock equivalents.


 


(c) Purchase Price for Options. The purchase price of Common Stock acquired pursuant to the exercise of an Option may be
paid, to the extent permitted by applicable law and as determined by the Board in its sole discretion, by any combination of the
methods of payment set forth below. The Board will have the authority to grant Options that do not permit all of the following
methods of payment (or otherwise restrict the ability to use certain methods) and to grant Options that require the consent of
the Company to use a particular method of payment. The permitted methods of payment are as follows:


 


(i) by cash, check, bank draft or money order payable to the Company;


 


(ii) pursuant to a program developed under Regulation T as promulgated by the Federal Reserve Board that, prior to the issuance
of the stock subject to the Option, results in either the receipt of cash (or check) by the Company or the receipt of irrevocable
instructions to pay the aggregate exercise price to the Company from the sales proceeds;


 


(iii) by delivery to the Company (either by actual delivery or attestation) of shares of Common Stock;


 


(iv) if an Option is a Nonstatutory Stock Option, by a “net exercise” arrangement pursuant to which the Company
will reduce the number of shares of Common Stock issuable upon exercise by the largest whole number of shares with a Fair Market
Value that does not exceed the aggregate exercise price; provided, however, that the Company will accept a cash or other
payment from the Participant to the extent of any remaining balance of the aggregate exercise price not satisfied by such reduction
in the number of whole shares to be issued. Shares of Common Stock will no longer be subject to an Option and will not be exercisable
thereafter to the extent that (A) shares issuable upon exercise are used to pay the exercise price pursuant to the “net exercise,”
(B) shares are delivered to the Participant as a result of such exercise, and (C) shares are withheld to satisfy tax withholding
obligations;


 


(v) according to a deferred payment or similar arrangement with the Optionholder (including by the Optionholder delivering
to the Company a promissory note on such terms determined by the Board in its sole discretion, if the Board has expressly authorized
the loan of funds to the Optionholder for the purpose of enabling or assisting the Optionholder to effect the exercise of his or
her Option); provided, however, that: (A) interest will compound at least annually and will be charged at the minimum rate
of interest necessary to avoid (1) the imputation of interest income to the Company and compensation income to the Optionholder
under any applicable provisions of the Code and (2) the classification of the Option as a liability for financial accounting purposes;
and (B) in order to elect the deferred payment alternative, the Optionholder must give notice of the election of the deferred payment
alternative and, in order to secure the payment of the deferred exercise price to the Company, must tender to the Company a partial-recourse
promissory note and a pledge agreement covering the purchased shares of Common Stock, both in form and substance satisfactory to
the Company, or such other or additional documentation as the Company may request; or


 




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(vi) in any other form of legal consideration that may be acceptable to the Board and specified in the applicable Stock Award
Agreement.


 


(d) Exercise and Payment of a SAR. To exercise any outstanding SAR, the Participant must provide written notice of exercise
to the Company in compliance with the provisions of the Stock Appreciation Right Agreement evidencing such SAR. The appreciation
distribution payable on the exercise of a SAR will be not greater than an amount equal to the excess of (A) the aggregate Fair
Market Value (on the date of the exercise of the SAR) of a number of shares of Common Stock equal to the number of Common Stock
equivalents in which the Participant is vested under such SAR, and with respect to which the Participant is exercising the SAR
on such date, over (B) the aggregate strike price of the number of Common Stock equivalents with respect to which the Participant
is exercising the SAR on such date. The appreciation distribution may be paid in Common Stock, in cash, in any combination of the
two or in any other form of consideration, as determined by the Board and contained in the Stock Award Agreement evidencing such
SAR.


 


(e) Transferability of Options and SARs. The Board may, in its sole discretion, impose such limitations on the transferability
of Options and SARs as the Board will determine. In the absence of such a determination by the Board to the contrary, the following
restrictions on the transferability of Options and SARs will apply:


 


(i) Restrictions on Transfer. An Option or SAR will not be transferable except by will or by the laws of descent and distribution
(or pursuant to subsections (ii) and (iii) below), and will be exercisable during the lifetime of the Participant only by the Participant.
The Board may permit transfer of the Option or SAR in a manner that is not prohibited by applicable tax and securities laws. Except
as explicitly provided in the Plan, neither an Option nor a SAR may be transferred for consideration.


 


(ii) Domestic Relations Orders. Subject to the approval of the Board or a duly authorized Officer, an Option or SAR may be
transferred pursuant to the terms of a domestic relations order, official marital settlement agreement or other divorce or separation
instrument as permitted by Treasury Regulation 1.421-1(b)(2). If an Option is an Incentive Stock Option, such Option may be deemed
to be a Nonstatutory Stock Option as a result of such transfer.


 


(iii) Beneficiary Designation. Subject to the approval of the Board or a duly authorized Officer, a Participant may, by delivering
written notice to the Company, in a form approved by the Company (or the designated broker), designate a third party who, upon
the death of the Participant, will thereafter be entitled to exercise the Option or SAR and receive the Common Stock or other consideration
resulting from such exercise. In the absence of such a designation, upon the death of the Participant, the executor or administrator
of the Participant’s estate will be entitled to exercise the Option or SAR and receive the Common Stock or other consideration
resulting from such exercise. However, the Company may prohibit designation of a beneficiary at any time, including due to any
conclusion by the Company that such designation would be inconsistent with the provisions of applicable laws.


 


(f) Vesting Generally. The total number of shares of Common Stock subject to an Option or SAR may vest and become exercisable
in periodic installments that may or may not be equal. The Option or SAR may be subject to such other terms and conditions on the
time or times when it may or may not be exercised (which may be based on the satisfaction of performance goals or other criteria)
as the Board may deem appropriate. The vesting provisions of individual Options or SARs may vary. The provisions of this Section
5(f) are subject to any Option or SAR provisions governing the minimum number of shares of Common Stock as to which an Option or
SAR may be exercised.


 




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(g) Termination of Continuous Service. Except as otherwise provided in the applicable Stock Award Agreement or other agreement
between the Participant and the Company, if a Participant’s Continuous Service terminates (other than for Cause and other
than upon the Participant’s death or Disability), the Participant may exercise his or her Option or SAR (to the extent that
the Participant was entitled to exercise such Stock Award as of the date of termination of Continuous Service) within the period
of time ending on the earlier of (i) the date three months following the termination of the Participant’s Continuous Service
(or such longer or shorter period specified in the applicable Stock Award Agreement, which period will not be less than 30 days
if necessary to comply with applicable laws unless such termination is for Cause) and (ii) the expiration of the term of the Option
or SAR as set forth in the Stock Award Agreement. If, after termination of Continuous Service, the Participant does not exercise
his or her Option or SAR (as applicable) within the applicable time frame, the Option or SAR will terminate.


 


(h) Extension of Termination Date. Except as otherwise provided in the applicable Stock Award Agreement or other agreement
between the Participant and the Company, if the exercise of an Option or SAR following the termination of the Participant’s
Continuous Service (other than for Cause and other than upon the Participant’s death or Disability) would be prohibited at
any time solely because the issuance of shares of Common Stock would violate the registration requirements under the Securities
Act, then the Option or SAR will terminate on the earlier of (i) the expiration of a total period of time (that need not be consecutive)
equal to the applicable post-termination exercise period after the termination of the Participant’s Continuous Service during
which the exercise of the Option or SAR would not be in violation of such registration requirements, and (ii) the expiration of
the term of the Option or SAR as set forth in the applicable Stock Award Agreement. In addition, unless otherwise provided in a
Participant’s Stock Award Agreement, if the sale of any Common Stock received upon exercise of an Option or SAR following
the termination of the Participant’s Continuous Service (other than for Cause) would violate the Company’s insider
trading policy, then the Option or SAR will terminate on the earlier of (i) the expiration of the period of time (that need not
be consecutive) equal to the applicable post-termination exercise period after the termination of the Participant’s Continuous
Service during which the sale of the Common Stock received upon exercise of the Option or SAR would not be in violation of the
Company’s insider trading policy, and


(ii) the expiration of the term of the Option or SAR as set forth in the applicable Stock Award Agreement.


 


(i) Disability of Participant. Except as otherwise provided in the applicable Stock Award Agreement or other agreement between
the Participant and the Company, if a Participant’s Continuous Service terminates as a result of the Participant’s
Disability, the Participant may exercise his or her Option or SAR (to the extent that the Participant was entitled to exercise
such Option or SAR as of the date of termination of Continuous Service), but only within such period of time ending on the earlier
of (i) the date 12 months following such termination of Continuous Service (or such longer or shorter period specified in the Stock
Award Agreement, which period will not be less than six months if necessary to comply with applicable laws unless such termination
is for Cause), and (ii) the expiration of the term of the Option or SAR as set forth in the Stock Award Agreement. If, after termination
of Continuous Service, the Participant does not exercise his or her Option or SAR within the applicable time frame, the Option
or SAR (as applicable) will terminate.


 


(j)
Death of Participant. Except as otherwise provided in the applicable Stock Award Agreement or other agreement between the
Participant and the Company, if (i) a Participant’s Continuous Service terminates as a result of the Participant’s
death, or (ii) the Participant dies within the period (if any) specified in the Stock Award Agreement for exercisability after
the termination of the Participant’s Continuous Service (for a reason other than death), then the Option or SAR may be exercised
(to the extent the Participant was entitled to exercise such Option or SAR as of the date of death) by the Participant’s
estate, by a person who acquired the right to exercise the Option or SAR by bequest or inheritance or by a person designated to
exercise the Option or SAR upon the Participant’s death, but only within the period ending on the earlier of (i) the date
18 months following the date of death (or such longer or shorter period specified in the Stock Award Agreement, which period will
not be less than six months if necessary to comply with applicable laws unless such termination is for Cause), and (ii) the expiration
of the term of such Option or SAR as set forth in the Stock Award Agreement. If, after the Participant’s death, the Option
or SAR is not exercised within the applicable time frame, the Option or SAR (as applicable) will terminate.


 




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(k) Termination for Cause. Except as explicitly provided otherwise in a Participant’s Stock Award Agreement or other
individual written agreement between the Company or any Affiliate and the Participant, if a Participant’s Continuous Service
is terminated for Cause, the Option or SAR will terminate immediately upon such Participant’s termination of Continuous Service,
and the Participant will be prohibited from exercising his or her Option or SAR from and after the date of such termination of
Continuous Service.


 


(l) Non-Exempt Employees. If an Option or SAR is granted to an Employee who is a non- exempt employee for purposes of the
Fair Labor Standards Act of 1938, as amended, the Option or SAR will not be first exercisable for any shares of Common Stock until
at least six months following the date of grant of the Option or SAR (although the Stock Award may vest prior to such date). Consistent
with the provisions of the Worker Economic Opportunity Act, (i) if such non-exempt Employee dies or suffers a Disability, (ii)
upon a Corporate Transaction in which such Option or SAR is not assumed, continued, or substituted, (iii) upon a Change in Control,
or (iv) upon the Participant’s retirement (as such term may be defined in the Participant’s Stock Award Agreement,
in another agreement between the Participant and the Company, or, if no such definition, in accordance with the Company’s
then current employment policies and guidelines), the vested portion of any Options and SARs may be exercised earlier than six
months following the date of grant. The foregoing provision is intended to operate so that any income derived by a non-exempt employee
in connection with the exercise or vesting of an Option or SAR will be exempt from his or her regular rate of pay. To the extent
permitted and/or required for compliance with the Worker Economic Opportunity Act to ensure that any income derived by a non-exempt
employee in connection with the exercise, vesting or issuance of any shares under any other Stock Award will be exempt from the
employee’s regular rate of pay, the provisions of this Section 5(l) will apply to all Stock Awards and are hereby incorporated
by reference into such Stock Award Agreements.


 


(m) Early Exercise of Options. An Option may, but need not, include a provision whereby the Optionholder may elect at any
time before the Optionholder’s Continuous Service terminates to exercise the Option as to any part or all of the shares of
Common Stock subject to the Option prior to the full vesting of the Option. Any unvested shares of Common Stock so purchased may
be subject to a repurchase right in favor of the Company or to any other restriction the Board determines to be appropriate. The
Company will not be required to exercise its repurchase right until at least six months (or such longer or shorter period of time
required to avoid classification of the Option as a liability for financial accounting purposes) have elapsed following exercise
of the Option unless the Board otherwise specifically provides in the Option Agreement.


 


(n) Right of Repurchase. The Option or SAR may include a provision whereby the Company may elect to repurchase all or any
part of the shares of Common Stock acquired by the Participant pursuant to the exercise of the Option or SAR.


 


(o) Right of First Refusal. The Option or SAR may include a provision whereby the Company may elect to exercise a right
of first refusal following receipt of notice from the Participant of the intent to transfer all or any part of the shares of Common
Stock received upon the exercise of the Option or SAR. Except as expressly provided
in this Section 5(o) or in the Stock Award Agreement, such right of first refusal will otherwise comply with any applicable provisions
of the bylaws of the Company.


 




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		6.	PROVISIONS OF STOCK
AWARDS OTHER THAN OPTIONS
AND SARS.



 


(a) Restricted Stock Awards. Each Restricted Stock Award Agreement will be in such form and will contain such terms and
conditions as the Board will deem appropriate. To the extent consistent with the Company’s bylaws, at the Board’s election,
shares of Common Stock underlying a Restricted Stock Award may be (i) held in book entry form subject to the Company’s instructions
until any restrictions relating to the Restricted Stock Award lapse; or (ii) evidenced by a certificate, which certificate will
be held in such form and manner as determined by the Board. The terms and conditions of Restricted Stock Award Agreements may change
from time to time, and the terms and conditions of separate Restricted Stock Award Agreements need not be identical. Each Restricted
Stock Award Agreement will conform to (through incorporation of the provisions hereof by reference in the agreement or otherwise)
the substance of each of the following provisions:


 


(i) Consideration.
A Restricted Stock Award may be awarded in consideration for (A) cash or cash equivalents, (B) past services to the Company or
an Affiliate, or (C) any other form of legal consideration (including future services) that may be acceptable to the Board, in
its sole discretion, and permissible under applicable law.


 


(ii) Vesting. Shares of Common Stock awarded under the Restricted Stock Award Agreement may be subject to forfeiture to the
Company in accordance with a vesting schedule to be determined by the Board.


 


(iii) Termination of Participant’s Continuous Service. If a Participant’s Continuous Service terminates, the Company
may receive through a forfeiture condition and/or a repurchase or reacquisition right, any or all of the shares of Common Stock
held by the Participant that have not vested as of the date of termination of Continuous Service under the terms of the Restricted
Stock Award Agreement.


 


(iv) Transferability. Rights to acquire shares of Common Stock under the Restricted Stock Award Agreement will be transferable
by the Participant only upon such terms and conditions as are set forth in the Restricted Stock Award Agreement, as the Board will
determine in its sole discretion, so long as Common Stock awarded under the Restricted Stock Award Agreement remains subject to
the terms of the Restricted Stock Award Agreement.


 


(v) Dividends. A Restricted Stock Award Agreement may provide that any dividends paid on Restricted Stock will be subject
to the same vesting and forfeiture restrictions as apply to the shares subject to the Restricted Stock Award to which they relate.


 


(vi) Right of Repurchase. The Restricted Stock Award Agreement may include a provision whereby the Company may elect to repurchase
all or any part of the shares of Common Stock acquired by the Participant pursuant to the Restricted Stock Award.


 


(b) Restricted Stock Unit Awards. Each Restricted Stock Unit Award Agreement will be in such form and will contain such
terms and conditions as the Board will deem appropriate. The terms and conditions of Restricted Stock Unit Award Agreements may
change from time to time, and the terms and conditions of separate Restricted Stock Unit Award Agreements need not be identical.
Each Restricted Stock Unit Award Agreement will conform to (through
incorporation of the provisions hereof by reference in the Agreement or otherwise) the substance of each of the following provisions:


 




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(i) Consideration. At the time of grant of a Restricted Stock Unit Award, the Board will determine the consideration, if
any, to be paid by the Participant upon delivery of each share of Common Stock subject to the Restricted Stock Unit Award. The
consideration to be paid (if any) by the Participant for each share of Common Stock subject to a Restricted Stock Unit Award may
be paid in any form of legal consideration that may be acceptable to the Board, in its sole discretion, and permissible under applicable
law.


 


(ii) Vesting. At the time of the grant of a Restricted Stock Unit Award, the Board may impose such restrictions on or conditions
to the vesting of the Restricted Stock Unit Award as it, in its sole discretion, deems appropriate.


 


(iii) Payment. A Restricted Stock Unit Award may be settled by the delivery of shares of Common Stock, their cash equivalent,
any combination thereof or in any other form of consideration, as determined by the Board and contained in the Restricted Stock
Unit Award Agreement.


 


(iv) Additional Restrictions. At the time of the grant of a Restricted Stock Unit Award, the Board, as it deems appropriate,
may impose such restrictions or conditions that delay the delivery of the shares of Common Stock (or their cash equivalent) subject
to a Restricted Stock Unit Award to a time after the vesting of such Restricted Stock Unit Award. The Restricted Stock Unit Award
may include a provision whereby the Company may elect to repurchase all or any part of the shares of Common Stock issued to the
participant in connection with the Restricted Stock Unit Award.


 


(v) Dividend Equivalents. Dividend equivalents may be credited in respect of shares of Common Stock covered by a Restricted
Stock Unit Award, as determined by the Board and contained in the Restricted Stock Unit Award Agreement. At the sole discretion
of the Board, such dividend equivalents may be converted into additional shares of Common Stock covered by the Restricted Stock
Unit Award in such manner as determined by the Board. Unless otherwise determined by the Board, any additional shares covered by
the Restricted Stock Unit Award credited by reason of such dividend equivalents will be subject to all of the same terms and conditions
of the underlying Restricted Stock Unit Award Agreement to which they relate.


 


(vi) Termination of Participant’s Continuous Service. Except as otherwise provided in the applicable Restricted Stock
Unit Award Agreement, such portion of the Restricted Stock Unit Award that has not vested will be forfeited upon the Participant’s
termination of Continuous Service.


 


(vii) Compliance with Section 409A of the Code. Notwithstanding anything to the contrary set forth herein, any Restricted
Stock Unit Award granted under the Plan that is not exempt from the requirements of Section 409A of the Code shall contain such
provisions so that such Restricted Stock Unit Award will comply with the requirements of Section 409A of the Code. Such restrictions,
if any, shall be determined by the Board and contained in the Restricted Stock Unit Award Agreement evidencing such Restricted
Stock Unit Award. For example, such restrictions may include, without limitation, a requirement that any Common Stock that is to
be issued in a year following the year in which the Restricted Stock Unit Award vests must be issued in accordance with a fixed
pre-determined schedule.


 







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(c) Other Stock Awards.
Other forms of Stock Awards valued in whole or in part by reference to, or otherwise based on, Common Stock, including the appreciation
in value thereof (e.g., options or stock rights with an exercise price or strike price less than 100 percent of the Fair Market
Value of the Common Stock at the time of grant) may be granted either alone or in addition to Stock Awards provided for under
Section 5 and the preceding provisions of this Section 6. Subject to the provisions of the Plan, the Board will have sole and
complete authority to determine the persons to whom and the time or times at which such Other Stock Awards will be granted, the
number of shares of Common Stock (or the cash equivalent thereof) to be granted pursuant to such Other Stock Awards and all other
terms and conditions of such Other Stock Awards.


 


		7.	COVENANTS OF THE COMPANY.



 


(a) Availability of Shares. The Company will keep available at all times the number of shares of Common Stock reasonably
required to satisfy then-outstanding Stock Awards.


 


(b) Securities Law Compliance. The Company will seek to obtain from each regulatory commission or agency having jurisdiction
over the Plan such authority as may be required to grant Stock Awards and to issue and sell shares of Common Stock upon exercise
of the Stock Awards; provided, however, that this undertaking will not require the Company to register under the Securities
Act the Plan, any Stock Award or any Common Stock issued or issuable pursuant to any such Stock Award. If, after reasonable efforts
and at a reasonable cost, the Company is unable to obtain from any such regulatory commission or agency the authority that counsel
for the Company deems necessary for the lawful issuance and sale of Common Stock under the Plan, the Company will be relieved from
any liability for failure to issue and sell Common Stock upon exercise of such Stock Awards unless and until such authority is
obtained. A Participant will not be eligible for the grant of a Stock Award or the subsequent issuance of cash or Common Stock
pursuant to the Stock Award if such grant or issuance would be in violation of any applicable securities law.


 


(c) No Obligation to Notify or Minimize Taxes. The Company will have no duty or obligation to any Participant to advise
such holder as to the time or manner of exercising such Stock Award. Furthermore, the Company will have no duty or obligation to
warn or otherwise advise such holder of a pending termination or expiration of a Stock Award or a possible period in which the
Stock Award may not be exercised. The Company has no duty or obligation to minimize the tax consequences of a Stock Award to the
holder of such Stock Award.


 


		8.	MISCELLANEOUS.



 


(a) Use of Proceeds from Sales of Common Stock. Proceeds from the sale of shares of Common Stock pursuant to Stock Awards
will constitute general funds of the Company.


 


(b) Corporate Action Constituting Grant of Stock Awards. Corporate action constituting a grant by the Company of a Stock
Award to any Participant will be deemed completed as of the date of such corporate action, unless otherwise determined by the Board,
regardless of when the instrument, certificate, or letter evidencing the Stock Award is communicated to, or actually received or
accepted by, the Participant. In the event that the corporate records (e.g., Board consents, resolutions or minutes) documenting
the corporate action constituting the grant contain terms (e.g., exercise price, vesting schedule or number of shares) that are
inconsistent with those in the Stock Award Agreement or related grant documents as a result of a clerical error in the papering
of the Stock Award Agreement or related grant documents, the corporate records will control and the Participant will have no legally
binding right to the incorrect term in the Stock Award Agreement or related grant documents.


 




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(c) Stockholder Rights. No Participant will be deemed to be the holder of, or to have any of the rights of a holder with
respect to, any shares of Common Stock subject to a Stock Award unless and until (i) such Participant has satisfied all requirements
for exercise of, or the issuance of shares of Common Stock under, the Stock Award pursuant to its terms or as otherwise required
by the Company at the time of exercise or issuance, which, in the Company’s discretion, may include, among other things,
the Participant’s execution and delivery of any applicable securityholders’ agreement, investor rights agreement, voting
agreement, drag-along agreement, right of first refusal and co-sale agreement or similar agreement that may be in effect from time
to time among the Company and the holders of its capital securities (and which may contain, among other provisions, additional
restrictions on transfer rights of repurchase in favor of the Company) and (ii) the issuance of the Common Stock subject to the
Stock Award has been entered into the books and records of the Company.


 


(d) No Employment or Other Service Rights. Nothing in the Plan, any Stock Award Agreement or any other instrument executed
thereunder or in connection with any Stock Award granted pursuant thereto will confer upon any Participant any right to continue
to serve the Company or an Affiliate in the capacity in effect at the time the Stock Award was granted or will affect the right
of the Company or an Affiliate to terminate (i) the employment of an Employee with or without notice and with or without cause,
(ii) the service of a Consultant pursuant to the terms of such Consultant’s agreement with the Company or an Affiliate, or
(iii) the service of a Director pursuant to the bylaws of the Company or an Affiliate, and any applicable provisions of the corporate
law of the state in which the Company or the Affiliate is incorporated, as the case may be.


 


(e) Change in Time Commitment. In the event a Participant’s regular level of time commitment in the performance of
his or her services for the Company and any Affiliates is reduced (for example, and without limitation, if the Participant is an
Employee of the Company and the Employee has a change in status from a full-time Employee to a part-time Employee or takes an extended
leave of absence) after the date of grant of any Stock Award to the Participant, the Board has the right in its sole discretion
(and without the Participant’s consent) to (x) make a corresponding reduction in the number of shares subject to any portion
of such Stock Award that is scheduled to vest or become payable after the date of such change in time commitment, and (y) in lieu
of or in combination with such a reduction, extend the vesting or payment schedule applicable to such Stock Award. In the event
of any such reduction, the Participant will have no right with respect to any portion of the Stock Award that is so reduced or
extended.


 


(f) Incentive Stock Option Limitations. To the extent that the aggregate Fair Market Value (determined at the time of grant)
of Common Stock with respect to which Incentive Stock Options are exercisable for the first time by any Optionholder during any
calendar year (under all plans of the Company and any Affiliates) exceeds $100,000 (or such other limit established in the Code)
or otherwise does not comply with the rules governing Incentive Stock Options, the Options or portions thereof that exceed such
limit (according to the order in which they were granted) or otherwise do not comply with such rules will be treated as Nonstatutory
Stock Options, notwithstanding any contrary provision of the applicable Option Agreement(s).


 




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(g)
Investment Assurances. The Company may require a Participant, as a condition of exercising or acquiring Common Stock under
any Stock Award, (i) to give written assurances satisfactory to the Company as to the Participant’s knowledge and experience
in financial and business matters and/or to employ a purchaser representative reasonably satisfactory to the Company who is knowledgeable
and experienced in financial and business matters and that the Participant is capable of evaluating, alone or together with the
purchaser representative, the merits and risks of exercising the Stock Award; and (ii) to give written assurances satisfactory
to the Company stating that the Participant is acquiring Common Stock subject to the Stock Award for the Participant’s own
account and not with any present intention of selling or otherwise distributing the Common Stock. The foregoing requirements,
and any assurances given pursuant to such requirements, will be inoperative if (A) the issuance of the shares upon the exercise
or acquisition of Common Stock under the Stock Award has been registered under a then currently effective registration statement
under the Securities Act, or (B) as to any particular requirement, a determination is made by counsel for the Company that such
requirement need not be met in the circumstances under the then applicable securities laws. The Company may, upon advice of counsel
to the Company, place legends on stock certificates issued under the Plan as such counsel deems necessary or appropriate in order
to comply with applicable securities laws, including, but not limited to, legends restricting the transfer of the Common Stock.


 


(h) Withholding Obligations. Unless prohibited by the terms of a Stock Award Agreement, the Company may, in its sole discretion,
satisfy any federal, state or local tax withholding obligation relating to a Stock Award by any of the following means or by a
combination of such means: (i) causing the Participant to tender a cash payment; (ii) withholding shares of Common Stock from the
shares of Common Stock issued or otherwise issuable to the Participant in connection with the Stock Award; provided, however,
that no shares of Common Stock are withheld with a value exceeding the minimum amount of tax required to be withheld by law (or
such lesser amount as may be necessary to avoid classification of the Stock Award as a liability for financial accounting purposes);
(iii) withholding cash from a Stock Award settled in cash; (iv) withholding payment from any amounts otherwise payable to the Participant;
or (v) by such other method as may be set forth in the Stock Award Agreement.


 


(i) Electronic Delivery. Any reference herein to a “written” agreement or document will include any agreement
or document delivered electronically or posted on the Company’s intranet (or other shared electronic medium controlled by
the Company to which the Participant has access).


 


(j) Deferrals. To the extent permitted by applicable law, the Board, in its sole discretion, may determine that the delivery
of Common Stock or the payment of cash, upon the exercise, vesting or settlement of all or a portion of any Stock Award may be
deferred and may establish programs and procedures for deferral elections to be made by Participants. Deferrals by Participants
will be made in accordance with Section 409A of the Code. Consistent with Section 409A of the Code, the Board may provide for distributions
while a Participant is still an employee or otherwise providing services to the Company. The Board is authorized to make deferrals
of Stock Awards and determine when, and in what annual percentages, Participants may receive payments, including lump sum payments,
following the Participant’s termination of Continuous Service, and implement such other terms and conditions consistent with
the provisions of the Plan and in accordance with applicable law.


 


(k) Compliance with Section 409A of the Code. To the extent that the Board determines that any Stock Award granted hereunder
is subject to Section 409A of the Code, the Stock Award Agreement evidencing such Stock Award shall incorporate the terms and conditions
necessary to avoid the consequences specified in Section 409A(a)(1) of the Code. To the extent applicable, the Plan and Stock Award
Agreements shall be interpreted in accordance with Section 409A of the Code. Notwithstanding anything to the contrary in the Plan
(and unless the Stock Award Agreement specifically provides otherwise), if the shares of Common Stock are publicly traded, and
if a Participant holding a Stock Award that constitutes “deferred compensation” under Section 409A of the Code is a
 “specified employee” for purposes of Section 409A of the Code, no distribution or payment of any amount that is due
because of a “separation from service” (as defined in Section 409A of the Code without regard to alternative definitions
thereunder) will be issued or paid before the date that is six months following the date of such Participant’s “separation
from service” (as defined in Section 409A of the Code without regard to alternative definitions thereunder) or, if earlier,
the date of the Participant’s death, unless such distribution or payment can be made in a manner that complies with Section
409A of the Code, and any amounts so deferred will be paid in a lump sum on the day after such six month period elapses, with the
balance paid thereafter on the original schedule.


 




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(l)
Repurchase Rights. The terms of any repurchase right will be specified in the Stock Award Agreement. Unless otherwise provided
by the Board, the repurchase price for vested shares of Common Stock will be the Fair Market Value of the shares of Common Stock
on the date of repurchase. Unless otherwise provided by the Board, the repurchase price for unvested shares of Common Stock will
be the lower of (i) the Fair Market Value of the shares of Common Stock on the date of repurchase or (ii) their original
purchase price. However, the Company will not exercise its repurchase right until at least six months (or such longer or shorter
period of time necessary to avoid classification of the Stock Award as a liability for financial accounting purposes) have elapsed
following delivery of shares of Common Stock subject to the Stock Award, unless otherwise specifically provided by the Board.


 


		9.	ADJUSTMENTS UPON CHANGES
IN COMMON STOCK; OTHER
CORPORATE EVENTS.



 


(a) Capitalization Adjustments. In the event of a Capitalization Adjustment, the Board will appropriately and proportionately
adjust: (i) the class(es) and maximum number of securities subject to the Plan pursuant to Section 3(a), (ii) the class(es) and
maximum number of securities that may be issued pursuant to the exercise of Incentive Stock Options pursuant to Section 3(c), and
(iii) the class(es) and number of securities and price per share of stock subject to outstanding Stock Awards. The Board will make
such adjustments, and its determination will be final, binding and conclusive. Unless otherwise determined by the Board in its
sole discretion, no fractional shares of Common Stock (or other applicable securities) shall be issued under the Plan resulting
from such Capitalization Adjustment, however the Board, in its sole discretion, may make a cash payment in lieu of fractional shares.


 


(b) Dissolution or Liquidation. Except as otherwise provided in the Stock Award Agreement, in the event of a dissolution
or liquidation of the Company, all outstanding Stock Awards (other than Stock Awards consisting of vested and outstanding shares
of Common Stock not subject to a forfeiture condition or the Company’s right of repurchase) will terminate immediately prior
to the completion of such dissolution or liquidation, and the shares of Common Stock subject to the Company’s repurchase
rights or subject to a forfeiture condition may be repurchased or reacquired by the Company notwithstanding the fact that the holder
of such Stock Award is providing Continuous Service, provided, however, that the Board may, in its sole discretion, cause
some or all Stock Awards to become fully vested, exercisable and/or no longer subject to repurchase or forfeiture (to the extent
such Stock Awards have not previously expired or terminated) before the dissolution or liquidation is completed but contingent
on its completion.


 


(c) Corporate Transactions. The following provisions will apply to Stock Awards in the event of a Corporate Transaction
unless otherwise provided in the instrument evidencing the Stock Award or any other written agreement between the Company or any
Affiliate and the Participant or unless otherwise expressly provided by the Board at the time of grant of a Stock Award. In the
event of a Corporate Transaction, then, notwithstanding any other provision of the Plan, the Board may take one or more of the
following actions with respect to Stock Awards, contingent upon the closing or completion of the Corporate Transaction:


 


(i) arrange for the surviving corporation or acquiring corporation (or the surviving or acquiring corporation’s parent
company) to assume or continue the Stock Award or to substitute a similar stock award for the Stock
Award (including, but not limited to, an award to acquire the same consideration paid to the stockholders of the Company pursuant
to the Corporate Transaction);


 




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(ii) arrange for the assignment of any reacquisition or repurchase rights held by the Company in respect of Common Stock
issued pursuant to the Stock Award to the surviving corporation or acquiring corporation (or the surviving or acquiring corporation’s
parent company);


 


(iii) accelerate the vesting, in whole or in part, of the Stock Award (and, if applicable, the time at which the Stock Award
may be exercised) to a date prior to the effective time of such Corporate Transaction as the Board determines (or, if the Board
does not determine such a date, to the date that is five days prior to the effective date of the Corporate Transaction), with such
Stock Award terminating if not exercised (if applicable) at or prior to the effective time of the Corporate Transaction; provided,
however, that the Board may require Participants to complete and deliver to the Company a notice of exercise before the effective
date of a Corporate Transaction, which exercise is contingent upon the effectiveness of such Corporate Transaction;


 


(iv) suspend the exercise of the Stock Awards, prior to the effective time of the Corporate Transaction, for such period
as the Board determines is necessary to facilitate the negotiation and consummation of the Corporate Transaction;


 


(v) if a Stock Award is eligible for “early exercise,” cancel or arrange for the cancellation of any such “early
exercise” rights upon the Corporate Transaction, such that following the Corporate Transaction, such Stock Award may only
be exercised to the extent vested;


 


(vi) arrange for the lapse, in whole or in part, of any reacquisition or repurchase rights held by the Company with respect
to the Stock Award;


 


(vii) cancel or arrange for the cancellation of the Stock Award, to the extent not vested or not exercised prior to the effective
time of the Corporate Transaction, in exchange for such consideration or for no consideration as the Board, in its sole discretion,
may consider appropriate; and


 


(viii) make a payment, in such form as may be determined by the Board equal to the excess, if any, of (A) the value of the
property the Participant would have received upon the exercise of the Stock Award immediately prior to the effective time of the
Corporate Transaction, over (B) any exercise price payable by such holder in connection with such exercise. For clarity, this payment
may be zero ($0) if the value of the property is equal to or less than the exercise price. Payments under this provision may be
delayed to the same extent that payment of consideration to the holders of the Company’s Common Stock in connection with
the Corporate Transaction is delayed as a result of escrows, earn outs, holdbacks or any other contingencies and the Board, in
its sole discretion, may condition a Participant’s right to receive such payment upon the Participant’s delivery of
an agreement (x) acknowledging such escrows, earn outs, holdbacks or other contingencies, (y) appointing a representative to act
on the Participant’s behalf following the Corporate Transaction with respect to matters relating to the Corporate Transaction,
and/or (z) agreeing to or acknowledging any indemnification or other agreements or obligations required of recipients of proceeds
pursuant to the Corporate Transaction.


 


The
Board need not take the same action or actions with respect to all Stock Awards or portions thereof or with respect to all Participants.
The Board may take different actions with respect to the vested and unvested portions of a Stock Award.


 




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(a) Appointment of Stockholder Representative. As a condition to the receipt of a Stock Award under this Plan, a Participant
will be deemed to have agreed that the Award will be subject to the terms of any agreement governing a Corporate Transaction involving
the Company, including, without limitation, a provision for the appointment of a shareholder representative that is authorized
to act on the Participant’s behalf with respect to any escrow or other contingent consideration.


 


(b) No Restriction on Right to Undertake Corporate Transactions. The grant of any Stock Award under the Plan and the issuance
of shares pursuant to any Stock Award does not affect or restrict in any way the right or power of the Company or the stockholders
of the Company to make or authorize any adjustment, recapitalization, reorganization or other change in the Company’s capital
structure or its business, any merger or consolidation of the Company, any issue of stock or of options, Options or rights to purchase
stock or of bonds, debentures, preferred or prior preference stocks whose rights are superior to or affect the Common Stock or
the rights thereof or which are convertible into or exchangeable for Common Stock, or the dissolution or liquidation of the Company,
or any sale or transfer of all or any part of its assets or business, or any other corporate act or proceeding, whether of a similar
character or otherwise.


 


(c) Change in Control. A Stock Award may be subject to additional acceleration of vesting and exercisability upon or after
a Change in Control as may be provided in the Stock Award Agreement for such Stock Award or as may be provided in any other written
agreement between the Company or any Affiliate and the Participant, but in the absence of such provision, no such acceleration
will occur.


 


		10.	PLAN TERM; EARLIER
TERMINATION OR SUSPENSION OF THE PLAN.



 


(a) Plan Term. The Board may suspend or terminate the Plan at any time. Unless terminated sooner by the Board, the Plan
will automatically terminate on the day before the 10th anniversary of the earlier of (i) the date the Plan is adopted by the Board,
or (ii) the date the Plan is approved by the stockholders of the Company. No Stock Awards may be granted under the Plan while the
Plan is suspended or after it is terminated.


 


(b) No Impairment of Rights. Suspension or termination of the Plan will not impair rights and obligations under any Stock
Award granted while the Plan is in effect except with the written consent of the affected Participant or as otherwise permitted
in the Plan.


 


		11.	EFFECTIVE DATE OF PLAN.



 


This Plan will become effective on the Effective Date.


 


		12.	CHOICE OF LAW.



 


The laws
of the State of Delaware will govern all questions concerning the construction, validity and interpretation of this Plan, without
regard to that state’s conflict of laws rules.


 


		13.	DEFINITIONS.
As used in the Plan, the following definitions will apply to the capitalized terms indicated below:



 


(a) “Affiliate” means, at the time of determination, any “parent” or “majority-owned
subsidiary” of the Company, as such terms are defined in Rule 405. The Board will have the authority to determine the time
or times at which “parent” or “majority-owned subsidiary” status is determined within the foregoing definition.


 




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(b) “Board” means the Board of Directors of the Company.




 


(c) “Capitalization Adjustment” means any change that is made in, or other events that occur with
respect to, the Common Stock subject to the Plan or subject to any Stock Award after the Effective Date without the receipt of
consideration by the Company through merger, consolidation, reorganization, recapitalization, reincorporation, stock dividend,
dividend in property other than cash, large nonrecurring cash dividend, stock split, reverse stock split, liquidating dividend,
combination of shares, exchange of shares, change in corporate structure, or any similar equity restructuring transaction, as that
term is used in Statement of Financial Accounting Standards Board Accounting Standards Codification Topic 718 (or any successor
thereto). Notwithstanding the foregoing, the conversion of any convertible securities of the Company will not be treated as a Capitalization
Adjustment.


 


(d) “Cause” will have the meaning ascribed to such term in any written agreement between the Participant
and the Company or its Parents or Subsidiaries defining such term and, in the absence of such agreement, such term means, with
respect to a Participant, the occurrence of any of the following events: (i) gross misconduct by the Participant which results
in loss, damage or injury to the Company or its Affiliate, its goodwill, business or reputation; (ii) the commission or attempted
commission of an act of embezzlement, fraud or breach of fiduciary duty which results in loss, damage or injury to the Company
or its Affiliate, its goodwill, business or reputation; (iii) the unauthorized disclosure or misappropriation of any trade secret
or confidential information of the Company, any of its Affiliates or any third party who has a business relationship with the Company;
(iv) the commission of an act which induces any customer or prospective customer of the Company to breach a contract with the Company
or any of its Affiliates or to decline to do business with the Company or its Affiliate; (v) the commission by the Participant
of a felony which materially interferes with such Participant’s ability to perform his or her services for the Company or
any of its Affiliates or which results in loss, damage or injury to the Company or any of its Affiliates, its goodwill, business
or reputation; (vi) the violation (or potential violation) by the Participant, in any material respect, of a non-competition, non-solicitation,
non-disclosure or assignment of inventions covenant between the Participant and the Company or any of its Affiliates; (vii) the
engagement, whether directly or indirectly, by the Participant, during the period of his or her employment, engagement or relationship
with the Company or for a period of one 1 year after the termination of his or her employment, engagement or relationship (for
any reason), in a business or other commercial activity which is or may be competitive with the business being conducted by the
Company at such time; (viii) the solicitation, diversion or taking away by the Participant, or the attempted solicitation, diversion
or taking away by the Participant, whether directly or indirectly, during the period of his or her employment, engagement or relationship
with the Company or for a period of one year after the termination of his or her employment, engagement or relationship (for any
reason), of any of the customers, business or prospective customers of the Company then in existence and with whom the Participant
had contact or about whom the Participant gained confidential information during the Participant’s employment, engagement
or relationship with the Company on behalf of a competitive enterprise (prospective customer shall mean any person or entity being
solicited by the Company during the time the Participant was employed or engaged by the Company); (ix) the solicitation, recruiting
or hiring by the Participant, or the attempted solicitation, recruiting, or hiring by the Participant, whether directly or indirectly,
during the period of his or her employment or for a period of one year after the termination of his or her employment, engagement
or relationship (for any reason), engagement or relationship with the Company, of any employee of the Company; (x) the Participant’s
failure to perform the Participant’s assigned duties and responsibilities to the reasonable satisfaction of the Company which
failure continues, in the reasonable judgment of the Company, after written notice given to the Participant by the Company; or
(xi) the use of controlled substances, illicit drugs, alcohol or other substances or behavior which interferes with the Participant’s
ability to perform his or her services for the Company or any of its Affiliates or which otherwise
results in loss, damage or injury to the Company, its goodwill, business or reputation.


 




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(e) “Change in Control” means a Corporate Transaction that does not otherwise constitute any of
the following (as determined by the Board): (i) a Capitalization Adjustment or dissolution or liquidation of the Company, (ii)
a public offering of the Company’s securities, (iii) a transaction the primary purpose of which is to raise capital for the
Company, (iv) a transaction effected exclusively for the purpose of changing the domicile or corporate form of the Company, or
(v) a merger, consolidation or similar transaction involving (directly or indirectly) the Company in which the stockholders of
the Company immediately prior to such transaction continue to hold (directly or indirectly), at least 50 percent of the combined
outstanding voting power of the Company or the surviving entity in such transaction (as applicable) immediately following such
transaction. The definition of Change in Control (or any analogous term) in an individual written agreement between the Company
or any Affiliate and the Participant will supersede the foregoing definition with respect to Awards subject to such agreement containing
such definition and if no definition of Change in Control or any analogous term is set forth in such an individual written agreement,
this definition will apply. Notwithstanding the foregoing (including clause (v), above), in no event shall a Change in Control
include a “merger of equals” or similar transaction or business combination with an entity of a substantially similar
size and/or valuation (as determined by the Board in its sole discretion), even if the stockholders of the Company immediately
prior to such transaction hold (directly or indirectly) less than 50 percent of the combined outstanding voting power of the Company
or the surviving entity in such transaction (as applicable) immediately following such transaction. If required for compliance
with Section 409A of the Code, in no event will a Change in Control be deemed to have occurred if such transaction is not also
a “change in the ownership or effective control of” the Company or “a change in the ownership of a substantial
portion of the assets of” the Company as determined under Treasury Regulation Section 1.409A-3(i)(5) (without regard to any
alternative definition thereunder).


 


(f) “Code” means the Internal Revenue Code of 1986, as amended, including any applicable regulations
and guidance thereunder.


 


(g) “Committee” means a committee of one or more Directors to whom authority has been delegated
by the Board in accordance with Section 2(c).


 


 (h) “Common Stock” means the common stock of the Company, par value $0.001.




 


 (i) “Company” means DraftKings Inc., a Delaware corporation.




 


(j) “Consultant” means any person, including an advisor, who is (i) engaged by the Company or
an Affiliate to render consulting or advisory services and is compensated for such services, or (ii) serving as a member of the
board of directors of an Affiliate and is compensated for such services. However, service solely as a Director, or payment of a
fee for such service, will not cause a Director to be considered a “Consultant” for purposes of the Plan.


 


(k) “Continuous Service” means that the Participant’s service with the Company or an Affiliate,
whether as an Employee, Director or Consultant, is not interrupted or terminated. A change in the capacity in which the Participant
renders service to the Company or an Affiliate as an Employee, Director or Consultant or a change in the Entity for which the Participant
renders such service, provided that there is no interruption or termination of the Participant’s service with the Company
or an Affiliate, will not terminate a Participant’s Continuous Service; provided, however, that if the Entity for
which a Participant is rendering services ceases to qualify as an Affiliate, as determined by the Board in its sole discretion, such Participant’s
Continuous Service will be considered to have terminated on the date such Entity ceases to qualify as an Affiliate. For example,
a change in status from an Employee of the Company to a Consultant of an Affiliate or to a Director will not constitute an interruption
of Continuous Service. To the extent permitted by law, the Board or the chief executive officer of the Company, in that party’s
sole discretion, may determine whether Continuous Service will be considered interrupted in the case of (i) any leave of absence
approved by the Board or chief executive officer, including sick leave, military leave or any other personal leave, or (ii) transfers
between the Company, an Affiliate, or their successors. Notwithstanding the foregoing, a leave of absence will be treated as Continuous
Service for purposes of vesting in a Stock Award only to such extent as may be provided in the Company’s leave of absence
policy, in the written terms of any leave of absence agreement or policy applicable to the Participant, or as otherwise required
by law.


 




    19


     


    




 


(l) “Corporate Transaction” means the consummation, in a single transaction or in a series of
related transactions, of any one or more of the following events:


 


(i) a sale or other disposition of all or substantially all, as determined by the Board in its sole discretion, of the consolidated
assets of the Company and its Subsidiaries;


 


(ii) a sale or other disposition of at least 50 percent of the outstanding securities of the Company;


 


(iii) a merger, consolidation or similar transaction following which the Company is not the surviving corporation; or


 


(iv) a merger, consolidation or similar transaction following which the Company is the surviving corporation but the shares
of Common Stock outstanding immediately preceding the merger, consolidation or similar transaction are converted or exchanged by
virtue of the merger, consolidation or similar transaction into other property, whether in the form of securities, cash or otherwise.


 


 (m) “Director” means a member of the Board.




 


(n) “Disability” means, with respect to a Participant, the inability of such Participant to engage
in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected
to result in death or that has lasted or can be expected to last for a continuous period of not less than 12 months as provided
in Sections 22(e)(3) and 409A(a)(2)(c)(i) of the Code, and will be determined by the Board on the basis of such medical evidence
as the Board deems warranted under the circumstances.


 


(o) “Effective Date” means the effective date of this Plan, which is the earlier of (i) the date
that this Plan is first approved by the Company’s stockholders and (ii) the date this Plan is adopted by the Board.


 


(p) “Employee” means any person employed by the Company or an Affiliate. However, service solely
as a Director, or payment of a fee for such services, will not cause a Director to be considered an “Employee” for
purposes of the Plan.


 


 (q)  “Entity” means a corporation, partnership, limited liability company or other entity.


 






    20


     


    

 


(r) “Fair Market Value” means, as of any date, the value of the Common Stock determined by the
Board in a manner not inconsistent with Section 409A of the Code or, in the case of an Incentive Stock Option, in compliance with
Section 422 of the Code.


 


(s) “Incentive Stock Option” means an option granted pursuant to Section 5 of the Plan that is
intended to be, and that qualifies as, an “incentive stock option” within the meaning of Section 422 of the Code.


 


 (t) “Non-Employee Director” means any Director that is not an Employee.




 


(u) “Nonstatutory Stock Option” means an option granted pursuant to Section 5 of the Plan that
does not qualify as an Incentive Stock Option.


 


 (v) “Officer” means any person designated by the Company as an officer.




 


(w) “Option” means an Incentive Stock Option or a Nonstatutory Stock Option to purchase shares
of Common Stock granted pursuant to the Plan.


 


(x) “Option Agreement” means a written agreement between the Company and an Optionholder evidencing
the terms and conditions of an Option grant. Each Option Agreement will be subject to the terms and conditions of the Plan.


 


(y) “Optionholder” means a person to whom an Option is granted pursuant to the Plan or, if applicable,
such other person who holds an outstanding Option.


 


(z) “Other Stock Award” means an award based in whole or in part by reference to the Common Stock
which is granted pursuant to the terms and conditions of Section 6(c).


 


(aa) “Other Stock Award Agreement” means a written agreement between the Company and a holder of an Other
Stock Award evidencing the terms and conditions of an Other Stock Award grant. Each Other Stock Award Agreement will be subject
to the terms and conditions of the Plan.


 


(bb) “Own,” “Owned,” “Owner,” “Ownership”
A person or Entity will be deemed to “Own,” to have “Owned,” to be the “Owner” of, or to have
acquired “Ownership” of securities if such person or Entity, directly or indirectly, through any contract, arrangement,
understanding, relationship or otherwise, has or shares voting power, which includes the power to vote or to direct the voting,
with respect to such securities.


 


(cc) “Participant” means a person to whom a Stock Award is granted pursuant to the Plan or, if applicable,
such other person who holds an outstanding Stock Award.


 


(dd) “Plan” means
this DraftKings Inc. 2017 Equity Incentive Plan.


 


(ee) “Restricted Stock Award” means an award of shares of Common Stock which is granted pursuant to the
terms and conditions of Section 6(a).


 


(ff) “Restricted Stock Award Agreement” means a written agreement between the Company and a holder of
a Restricted Stock Award evidencing the terms and conditions of a Restricted Stock Award grant. Each Restricted Stock Award Agreement
will be subject to the terms and conditions of the Plan.


 




    21


     


    

 


(gg) “Restricted Stock Unit Award” means a right to receive shares of Common Stock which is granted pursuant
to the terms and conditions of Section 6(b).


 


(hh) “Restricted Stock Unit Award Agreement” means a written agreement between the Company and a holder
of a Restricted Stock Unit Award evidencing the terms and conditions of a Restricted Stock Unit Award grant. Each Restricted Stock
Unit Award Agreement will be subject to the terms and conditions of the Plan.


 


(ii) “Rule
405” means Rule 405 promulgated under the Securities Act. (jj) “Rule 701” means
Rule 701 promulgated under the Securities Act. (kk) “Securities Act” means the Securities Act
of 1933, as amended.


 


(ll) “Stock Appreciation Right” or “SAR” means a right to receive the appreciation
on Common Stock that is granted pursuant to the terms and conditions of Section 5.


 


(mm) “Stock Appreciation Right Agreement” means a written agreement between the Company and a holder of
a Stock Appreciation Right evidencing the terms and conditions of a Stock Appreciation Right grant. Each Stock Appreciation Right
Agreement will be subject to the terms and conditions of the Plan.


 


(nn) “Stock Award” means any right to receive Common Stock granted under the Plan, including an Incentive
Stock Option, a Nonstatutory Stock Option, a Restricted Stock Award, a Restricted Stock Unit Award, a Stock Appreciation Right
or any Other Stock Award.


 


(oo) “Stock Award Agreement” means a written agreement between the Company and a Participant evidencing
the terms and conditions of a Stock Award grant. Each Stock Award Agreement will be subject to the terms and conditions of the
Plan.


 


(pp) “Subsidiary” means, with respect to the Company, (i) any corporation of which more than 50 percent
of the outstanding capital stock having ordinary voting power to elect a majority of the board of directors of such corporation
(irrespective of whether, at the time, stock of any other class or classes of such corporation will have or might have voting power
by reason of the happening of any contingency) is at the time, directly or indirectly, Owned by the Company, and (ii) any partnership,
limited liability company or other entity in which the Company has a direct or indirect interest (whether in the form of voting
or participation in profits or capital contribution) of more than 50 percent.


 


(qq) “Ten Percent Stockholder” means a person who Owns (or is deemed to Own pursuant to Section 424(d)
of the Code) stock possessing more than 10 percent of the total combined voting power of all classes of stock of the Company or
any Affiliate.




 






    22


     


    

 





DRAFTKINGS INC.


 


AMENDMENT
NO. 1 TO


2017 EQUITY
INCENTIVE PLAN


 


DATE
APPROVED BY THE BOARD OF DIRECTORS:
January 10, 2018


DATE APPROVED BY THE STOCKHOLDERS:
February 8, 2018


 


1.                  
Section 3(a) of the DraftKings Inc. (the “Company”) 2017 Equity Incentive Plan (the “Plan”)
is hereby deleted in its entirety and replaced with following:


 


“(a) Share Reserve.
Subject to Section 9(a) relating to Capitalization Adjustments the aggregate number of shares of Common Stock that may be issued
pursuant to Stock Awards from and after the Effective Date shall not exceed 66,426,585 shares (the “Share Reserve”)
which number is the sum of (i) 11,271,727 shares, plus (ii) 366,641, which represents the aggregate number of shares subject to
the Prior Plans’ Available Reserve, plus (iii) 54,788,217, representing the number of shares that are Returning Shares, as
such shares become available from time to time. For clarity, the limitation in this Section 3(a) is a limitation in the number
of shares of Common Stock that may be issued pursuant to the Plan. Accordingly, this Section 3(a) does not limit the granting of
Stock Awards except as provided in Section 7(a).”


 


2.                  
Except as set forth in this amendment, the Plan shall be unaffected hereby and shall remain in full force and effect. 


 




     


     


    

 


DRAFTKINGS INC.


 


AMENDMENT
NO. 2 TO


2017 EQUITY
INCENTIVE PLAN


 


DATE
APPROVED BY THE BOARD OF DIRECTORS:
January 24, 2018


DATE APPROVED BY THE STOCKHOLDERS:
April 18, 2018


 


1.                  
Section 3(a) of the DraftKings Inc. (the “Company”) 2017 Equity Incentive Plan (the “Plan”)
is hereby deleted in its entirety and replaced with following:


 


“(a) Share Reserve.
Subject to Section 9(a) relating to Capitalization Adjustments the aggregate number of shares of Common Stock that may be issued
pursuant to Stock Awards from and after the Effective Date shall not exceed 87,357,111 shares (the “Share Reserve”)
which number is the sum of (i) 32,202,253 shares, plus (ii) the sum of (a) the aggregate number of shares subject to the Prior
Plans’ Available Reserve and (b) the number of shares that are Returning Shares, as such shares become available from time
to time. For clarity, the limitation in this Section 3(a) is a limitation in the number of shares of Common Stock that may be issued
pursuant to the Plan. Accordingly, this Section 3(a) does not limit the granting of Stock Awards except as provided in Section
7(a).”


 


2.                  
Except as set forth in this amendment, the Plan shall be unaffected hereby and shall remain in full force and effect. 


 




     


     


    

 


DRAFTKINGS INC.


 


AMENDMENT
NO. 3 TO


2017 EQUITY
INCENTIVE PLAN


 


DATE
APPROVED BY THE BOARD OF DIRECTORS:
May 3, 2018


DATE APPROVED BY THE STOCKHOLDERS:
May 14, 2018


 


1.                  
Section 3(a) of the DraftKings Inc. (the “Company”) 2017 Equity Incentive Plan (the “Plan”)
is hereby deleted in its entirety and replaced with following:


 


“(a) Share Reserve.
Subject to Section 9(a) relating to Capitalization Adjustments the aggregate number of shares of Common Stock that may be issued
pursuant to Stock Awards from and after the Effective Date shall not exceed 130,825,862 shares (the “Share Reserve”)
which number is the sum of (i) 75,671,204 shares, plus (ii) the sum of (a) the aggregate number of shares subject to the Prior
Plans’ Available Reserve and (b) the number of shares that are Returning Shares, as such shares become available from time
to time. For clarity, the limitation in this Section 3(a) is a limitation in the number of shares of Common Stock that may be issued
pursuant to the Plan. Accordingly, this Section 3(a) does not limit the granting of Stock Awards except as provided in Section
7(a).”


 


2.                  
Except as set forth in this amendment, the Plan shall be unaffected hereby and shall remain in full force and effect. 


 




     


     


    

 


DRAFTKINGS INC.


 


AMENDMENT
NO. 4 TO


2017 EQUITY
INCENTIVE PLAN


 


DATE
APPROVED BY THE BOARD OF DIRECTORS:
OCTOBER 1, 2019


DATE APPROVED
BY THE STOCKHOLDERS: NOVEMBER 18, 2019


 


1.                  
Section 3(a) of the DraftKings Inc. (the “Company”) 2017 Equity Incentive Plan (the “Plan”)
is hereby deleted in its entirety and replaced with following:


 


“(a)
Share Reserve. Subject to Section 9(a) relating to Capitalization Adjustments the aggregate number of shares of Common Stock
that may be issued pursuant to Stock Awards from and after the Effective Date shall not exceed 150,825,862 shares (the “Share
Reserve”) which number is the sum of (i) 95,671,004 shares, plus (ii) the sum of (a) the aggregate number of shares
subject to the Prior Plans’ Available Reserve and (b) the number of shares that are Returning Shares, as such shares become
available from time to time. For clarity, the limitation in this Section 3(a) is a limitation in the number of shares of Common
Stock that may be issued pursuant to the Plan. Accordingly, this Section 3(a) does not limit the granting of Stock Awards except
as provided in Section 7(a).”


 


2.                  
Except as set forth in this amendment, the Plan shall be unaffected hereby and shall remain in full force and effect.


 




     


     


    

 


DRAFTKINGS INC.


 


AMENDMENT
NO. 5 TO


2017 EQUITY
INCENTIVE PLAN


 


DATE
APPROVED BY THE BOARD OF DIRECTORS:
February 13, 2020


DATE APPROVED BY THE STOCKHOLDERS:
March 24, 2020


 


1.                  
Section 3(a) of the DraftKings Inc. (the “Company”) 2017 Equity Incentive Plan (the “Plan”)
is hereby deleted in its entirety and replaced with following:


 


“(a) Share Reserve.
Subject to Section 9(a) relating to Capitalization Adjustments the aggregate number of shares of Common Stock that may be issued
pursuant to Stock Awards from and after the Effective Date shall not exceed 200,825,862 shares (the “Share Reserve”)
which number is the sum of (i) 145,671,004 shares, plus (ii) the sum of (a) the aggregate number of shares subject to the Prior
Plans’ Available Reserve and (b) the number of shares that are Returning Shares, as such shares become available from time
to time. For clarity, the limitation in this Section 3(a) is a limitation in the number of shares of Common Stock that may be issued
pursuant to the Plan. Accordingly, this Section 3(a) does not limit the granting of Stock Awards except as provided in Section
7(a).”


 


2.                  
Except as set forth in this amendment, the Plan shall be unaffected hereby and shall remain in full force and effect.


 




     


     


    

 


 


DRAFTKINGS INC.


 


AMENDMENT
NO. 6 TO


2017 EQUITY
INCENTIVE PLAN


 


DATE
APPROVED BY THE BOARD OF DIRECTORS:
APRIL 22, 2020


DATE APPROVED
BY THE STOCKHOLDERS: APRIL 22, 2020


  


1.                  
Defined Terms. Effective as of the closing (the “Closing”) of the transactions contemplated by
the Business Combination Agreement (“Business Combination Agreement”) by and among the Company, SBTech (Global)
Limited, various sellers (“SBT Sellers”), Shalom Meckenzie, in his capacity as the SBT Sellers’ Representative,
Diamond Eagle Acquisition Corp., DEAC NV Merger Corp. and DEAC Merger Sub Inc., dated as of December 22, 2019, as amended:


 


		a.	Section 13(h) shall be amended and restated as follows:



 


“Common Stock” means the
Class A Common Stock of the Company.


 


		b.	Section 13(g) shall be amended and restated as follows: “Company”
means DraftKings Inc., a Nevada corporation.



2.                  
Shares Subject to the 2017 Plan. Effective as of the Closing, the first sentence of Section 3(a) shall be amended
and restated as follows:


 


Subject to Section 9(a) relating
to Capitalization Adjustments, the aggregate number of shares of Common Stock of the Company that may be issued pursuant to the
Plan from and after the Effective Date shall not exceed 71,017,647 shares (the “Share Reserve”).


 


3.                  
Other Changes. Effective as of the Closing, the reference to “the certificate of incorporation” in Section
2(f) shall be replaced with a reference to “the Articles of Incorporation”.


 


4.                  
Except as specifically provided herein, the 2017 Plan shall remain in full force and effect in accordance with its terms.
In the event that the Business Combination Agreement terminates prior to the Closing for any reason, this Plan Amendment shall
automatically be null and void and have no further force or effect.