Exhibit 4.1


 


ASSIGNMENT AND ASSUMPTION AGREEMENT


 


THIS ASSIGNMENT AND ASSUMPTION
AGREEMENT (the “Agreement”) is entered into and effective as of May 5, 2022 by and among Golden Nugget
Online Gaming, Inc., a Delaware corporation (“GNOG”), New Duke Holdco, Inc., a Nevada corporation (to be renamed “DraftKings
Inc.” effective as of the Closing (as defined below)) (“New DraftKings”), Continental Stock Transfer & Trust
Company, a New York corporation (“Continental”), and Computershare Inc., a Delaware corporation (“Computershare
Inc.”), and its affiliate, Computershare Trust Company, N.A., a federally chartered trust company (collectively with Computershare
Inc., “Computershare”).


 


WHEREAS, GNOG and Continental
have previously entered into a warrant agreement, dated as of May 6, 2019 (the “Warrant Agreement”), governing
the terms of GNOG’s 5,883,333 outstanding warrants (the “Warrants”) to purchase shares of Class A common stock,
par value $0.0001 per share, of GNOG (“GNOG Class A common stock”);


 


WHEREAS, GNOG has entered
into an Agreement and Plan of Merger, dated as of August 9, 2021 (the “Merger Agreement”), with New DraftKings, DraftKings
Inc., a Nevada corporation (“DK”), Duke Merger Sub, Inc., a Nevada corporation and wholly owned subsidiary of New DraftKings
(“DraftKings Merger Sub”), and Gulf Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of New DraftKings
(“GNOG Merger Sub”), pursuant to which (i) DraftKings Merger Sub will merge with and into DK, with DK surviving the
merger (the “DK Merger”), and (ii) GNOG Merger Sub will merge with and into GNOG, with GNOG surviving the merger (the
 “GNOG Merger” and together with the DK Merger, the “Mergers”);


 


WHEREAS, effective
upon the closing of the GNOG Merger, holders of the shares of GNOG Class A common stock will receive 0.365 of a share of Class A common
stock, par value $0.0001 per share, of New DraftKings (“New DraftKings Class A common stock”) in exchange for each
of their shares of GNOG Class A common stock;


 


WHEREAS, pursuant to
Section 4.4 of the Warrant Agreement, upon the closing of the Mergers (the “Closing”), the Warrants will represent
the right of the holders thereof to purchase 0.365 shares of New DraftKings Class A common stock;


 


WHEREAS, as a result
of the foregoing, the parties hereto wish for GNOG to assign to New DraftKings all of GNOG’s rights and interests and obligations
in and under the Warrant Agreement and for New DraftKings to accept such assignment and assume all of GNOG’s obligations thereunder,
in each case, effective upon the Closing;


 


WHEREAS, effective
upon the Closing, New DraftKings wishes to appoint Computershare to serve as successor Warrant Agent and Transfer Agent under the Warrant
Agreement; and


 


WHEREAS, in connection
with and effective upon such appointment, Continental wishes to assign all of its rights, interests and obligations as Warrant Agent and
Transfer Agent under the Warrant Agreement, as hereby amended, to Computershare, Computershare wishes to assume all of such rights, interests
and obligations and New DraftKings wishes to approve such assignment and assumption.


 


NOW, THEREFORE,
for good and valuable consideration, receipt of which is hereby acknowledged, the parties hereby agree as follows:


  


1.            Assignment
and Assumption of Warrant Agreement. GNOG hereby assigns, and New DraftKings hereby agrees to accept and assume, effective as of the
Closing, all of GNOG’s rights, interests and obligations in, and under, the Warrant Agreement and the Warrants. Unless the context
otherwise requires, from and after the Closing, any references in the Warrant Agreement or the Warrants to: (i) the “Company”
shall mean New DraftKings; (ii) “Common Stock” shall mean the shares of New DraftKings Class A common stock; and (iii) the
 “Board of Directors” or the “Board” or any committee thereof shall mean the board of directors of New DraftKings
or any committee thereof.


 






     


     


    

 


2.             Appointment
of Successor Warrant Agent and Transfer Agent. New DraftKings hereby appoints Computershare to serve as successor Warrant Agent and
Transfer Agent under the Warrant Agreement and Continental hereby assigns, and Computershare hereby agrees to accept and assume, effective
as of the Closing, all of Continental’s rights, interests and obligations in, and under, the Warrant Agreement and the Warrants,
as Warrant Agent and Transfer Agent. Unless the context otherwise requires, from and after the Closing, any references in the Warrant
Agreement and the Warrants to the “Warrant Agent” or “Transfer Agent” shall mean Computershare. Any notice, statement
or demand authorized by the Warrant Agreement to be given or made by the holder of any Warrant or by the Company to or on the Warrant
Agent pursuant to Section 9.2 shall be delivered to:


 


Computershare, Inc.


Computershare Trust Company, N.A.


150 Royall Street


Canton, MA 02021


Attention: Client Services


Facsimile: (781) 575-4210


 


3.            Replacement
Instruments. Following the Closing, upon request by any holder of a Warrant, New DraftKings shall issue a new instrument for such
Warrant reflecting the adjustment to the terms and conditions described herein and in Section 4.4 of the Warrant Agreement.


 


4.            Warrant
Conversion. Following the Closing, each outstanding Warrant will cease to represent a warrant in respect of GNOG Class A common stock
and instead shall entitle the holder thereof to purchase 0.365 of a share of New DraftKings Class A common stock at an exercise price
of $31.50 per share of New DraftKings Class A common stock, subject to adjustment as set forth in the Warrant Agreement.


 


5.            Amendment
to Warrant Agreement. To the extent required by this Agreement, the Warrant Agreement is hereby deemed amended pursuant to Section
9.8 thereof to reflect the subject matter contained herein, effective as of the Closing, including the following.


 


		a.	Section 5.1 is hereby amended to replace the first sentence thereof with the following sentence:



 


“The Warrant Agent shall register
the transfer, from time to time, of any outstanding Warrant upon the Warrant Register, upon surrender of such Warrant for transfer, in
the case of a certificated Warrant, properly endorsed together with any evidence of authority that may be required by the Warrant Agent,
including but not limited to, a signature guarantee from an eligible guarantor institution participating in a signature guarantee program
approved by the Securities Transfer Association, and appropriate instructions for transfer.”


 


		b.	Section 5.2 is hereby amended to add the following as the final sentence thereof:



 


“In particular, such opinion of
counsel shall state that all Warrants or Common Stock, as applicable, are registered under the Securities Act, or are exempt from such
registration, and all appropriate state securities law filings have been made with respect to the Warrants or Common Stock; and that the
Common Stock to be issued upon exercise of the Warrants, when issued, will be validly issued, fully paid and non-assessable.”


 


		c.	Section 5.5 is hereby amended to add the following as the final sentence thereof.



 


“The Warrant Agent may countersign
a Definitive Warrant Certificate in manual or facsimile form.”


 


		d.	Section 8.1 is hereby amended to add the following sentence:



 


“The Warrant Agent shall not have
any duty or obligation to take any action under any section of this Agreement that requires the payment of taxes and/or charges unless
and until it is reasonably satisfied that all such payments have been made.”


 






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		e.	The first sentence of Section 8.2.1 is amended such that the sixty (60) days’ notice period is replaced
by thirty (30) days. The following language is inserted as the second sentence of Section 8.2.1.



 


“If for any reason the transfer
agency relationship in effect between the Company and the Transfer Agent terminates, the Warrant Agent will be deemed to have resigned
automatically and be discharged from its duties under this Agreement.”


 


		f.	Section 8.2.3 is hereby amended such that all references to “corporation” therein are replaced
with “entity.”



 


		g.	Section 8.3.1 is hereby amended and restated in its entirety as follows:



 


“Remuneration. The Company
agrees to pay to the Warrant Agent reasonable compensation for all services rendered by it hereunder in accordance with a fee schedule
to be mutually agreed upon and, from time to time, on demand of the Warrant Agent, to reimburse the Warrant Agent for all of its reasonable
and documented out-of-pocket expenses and external counsel fees and other disbursements incurred in the preparation, delivery, negotiation,
amendment, administration and execution of this Agreement and the exercise and performance of its duties hereunder.”


 


		h.	Section 8.4.1 is hereby amended and restated in its entirety as follows:



 


“Reliance on Company Statement.
Whenever in the performance of its duties under this Agreement the Warrant Agent shall deem it necessary or desirable that any fact or
matter be proved or established by the Company prior to taking, suffering, or omitting to take any action hereunder, such fact or matter
may be deemed to be conclusively proved and established by a certificate signed by a person believed by the Warrant Agent to be the Chief
Executive Officer, the Chief Financial Officer, the Chief Legal Officer, the President, any Executive Vice President, any Vice President,
the Secretary or the Chairman of the Board of the Company (each, an “authorized officer”); and such certificate
shall be full authorization and protection to the Warrant Agent and the Warrant Agent shall incur no liability for or in respect of any
action taken, suffered or omitted to be taken by it under the provisions of this Agreement in reliance upon such certificate. The Warrant
Agent shall not be held to have notice of any change of authority of any authorized officer, until receipt of written notice thereof from
the Company.”


 


		i.	Section 8.4.2 is hereby amended and restated in its entirety as follows:



 


“Indemnity; Limitation on
Liability. The Company also covenants and agrees to indemnify the Warrant Agent for, and to hold it harmless against, any and
all loss, liability, damage, judgment, fine, penalty, claim, demand, settlement, cost or expense (including, without limitation, the
reasonable fees and expenses of legal counsel) (“Losses”) that may be paid, incurred or suffered by it, or which
it may become subject, other than such Losses arising in connection with the gross negligence, bad faith or willful misconduct on
the part of the Warrant Agent (which gross negligence, bad faith, or willful misconduct must be determined by a final,
non-appealable judgment of a court of competent jurisdiction), for any action taken, suffered, or omitted to be taken by the Warrant
Agent arising from, directly or indirectly, the execution, acceptance, administration, exercise and performance of its duties under
this Agreement, including the costs and expenses of defending against any claim of liability arising therefrom, directly or
indirectly, or enforcing its rights hereunder. The costs and expenses incurred in enforcing this right of indemnification shall be
paid by the Company. The Warrant Agent shall be liable hereunder only for its own gross negligence, bad faith or willful misconduct
(which gross negligence, bad faith or willful misconduct must be determined by a final, non-appealable judgment of a court of
competent jurisdiction). Notwithstanding anything in this Agreement to the contrary, the aggregate liability of the Warrant Agent
under this Agreement will be limited to the amount of annual fees paid by the Company, but not including reimbursable expenses, to
the Warrant Agent during the twelve (12) months immediately preceding the event for which recovery from the Warrant Agent is being
sought. Anything to the contrary notwithstanding, in no event will the Warrant Agent be liable for special, punitive, indirect,
incidental or consequential loss or damages of any kind whatsoever (including, without limitation, lost profits), even if the
Warrant Agent has been advised of the likelihood of or has foreseen the possibility of such loss or damages, and regardless of the
form of action, subject to the provision of this section related to the Warrant Agent’s own gross negligence, bad faith or
willful misconduct (which gross negligence, bad faith or willful misconduct must be determined by a final, non-appealable judgment
of a court of competent jurisdiction). The provisions
under this Section 8 shall survive the expiration of the Warrant and the termination of this Agreement and the resignation,
replacement or removal of the Warrant Agent.”


 






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		j.	Section 8.4.3 is hereby amended to replace the last sentence thereof with the following:



 


“The Warrant Agent shall not be
responsible for making any adjustments required under the provisions of Sections 3.1 and 4 hereof or responsible for the manner, method,
or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall
it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common
Stock to be issued pursuant to this Agreement or any Warrant or as to whether any shares of Common Stock shall, when issued, be valid
and fully paid and non-assessable.


 


		k.	Section 8.4.3 is hereby further amended to add the following as the final three sentences thereof:



 


“The Company hereby agrees that
it will provide the Warrant Agent with reasonably prompt notice of such adjustments. The Company shall also calculate and transmit to
the Warrant Agent, and the Warrant Agent shall have no obligation under this Agreement to calculate, the cashless exercise ratio described
in subsection 3.3.1(b). In addition, the Warrant Agent shall have no duty or obligation to investigate or confirm whether the Company’s
determination of the number of shares of Common Stock to be issued on such exercise is accurate or correct.


 


		l.	Section 8.5 is hereby amended and restated in its entirety as follows:



 


“Acceptance of Agency. The
Warrant Agent hereby accepts the agency established by this Agreement and agrees to perform the same upon the express terms and conditions
(and no implied terms and conditions) herein set forth and among other things shall account for, and pay to the Company, all monies received
by the Warrant Agent for the purchase of shares of Common Stock through the exercise of the Warrants. The Warrant Agent shall act hereunder
solely as agent for the Company. The Warrant Agent shall not assume any obligations or relationship of agency or trust with any of the
owners or holders of the Warrants or Common Stock. The Warrant Agent shall not have any duty or responsibility in the case of the receipt
of any written demand from any holder of Warrants with respect to any action or default by the Company, including, without limiting the
generality of the foregoing, any duty or responsibility to initiate or attempt to initiate any proceedings at law or otherwise or to make
any demand upon the Company. The Warrant Agent shall have no responsibility to the Company, any holders of Warrants, any holders of shares
of Common Stock or any other Person for interest or earnings on any moneys held by the Warrant Agent pursuant to this Agreement.”


 


		m.	Section 8.6 is hereby deleted.



 


		n.	The following provisions are hereby incorporated into Section 8 in the numerical order set forth below:



 


“8.6 Legal Counsel. The Warrant
Agent may consult with legal counsel selected by it (who may be legal counsel for the Company), and the opinion or advice of such counsel
shall be full and complete authorization and protection to the Warrant Agent as to any action taken or omitted by it in accordance with,
and in reliance upon, such advice or opinion.


 






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8.7 Reliance on Agreement and Warrants.
The Warrant Agent shall not be liable for or by reason of any of the statements of fact or recitals contained in this Agreement or in
the Warrants (except as to its countersignature thereof) or be required to verify the same, but all such statements and recitals are and
shall be deemed to have been made by the Company only.


 


8.8 No Responsibility as to Certain
Matters. The Warrant Agent shall not be under any responsibility in respect of the validity of this Agreement or the execution and
delivery hereof (except the due execution hereof by the Warrant Agent) or in respect of the validity or execution of any Warrant Certificate
(except its countersignature thereof); nor shall it be responsible for any breach by the Company of any covenant or condition contained
in this Agreement or in any Warrant; nor shall it be responsible for any change in the exercisability of the Warrant any adjustment required
under this Agreement or responsible for the manner, method or amount of any such adjustment or the ascertaining of the existence of facts
that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization
or reservation of any securities to be issued pursuant to this Agreement or any Warrant or as to whether any other securities will, when
so issued, be validly authorized and issued, fully paid and nonassessable.


 


8.9 Freedom to Trade in Company Securities.
Subject to applicable laws, the Warrant Agent and any stockholder, director, officer or employee of the Warrant Agent may buy, sell or
deal in any of the Warrants or other securities of the Company or become pecuniarily interested in any transaction in which the Company
may be interested, or contract with or lend money to the Company or otherwise act as fully and freely as though it were not Warrant Agent
under this Agreement. Nothing herein shall preclude the Warrant Agent from acting in any other capacity for the Company or for any other
legal entity.


 


8.10 Reliance on Attorneys and Agents.
The Warrant Agent may execute and exercise any of the rights or powers hereby vested in it or perform any duty hereunder either itself
or by or through its attorneys or agents, and the Warrant Agent shall not be answerable or accountable for any act, omission, default,
neglect or misconduct of any such attorneys or agents or for any loss to the Company resulting from any such act, omission, default, neglect
or misconduct, absent gross negligence, willful misconduct or bad faith in the selection and continued employment thereof (which gross
negligence, willful misconduct or bad faith must be determined by a final, non-appealable judgment of a court of competent jurisdiction).


 


8.11 No Risk of Own Funds. No provision
of this Agreement shall require the Warrant Agent to expend or risk its own funds or otherwise incur any financial liability in the performance
of any of its duties hereunder or in the exercise any of its rights or powers if it believes that repayment of such funds or adequate
indemnification against such risk or liability is not reasonably assured to it.


 


8.12 No Notice. The Warrant Agent
shall not be required to take notice or be deemed to have notice of any event or condition hereunder, including any event or condition
that may require action by the Warrant Agent, unless the Warrant Agent shall be specifically notified in writing of such event or condition
by the Company, and all notices or other instruments required by this Agreement to be delivered to the Warrant Agent must, in order to
be effective, be received by the Warrant Agent as specified in Section 9.2 hereof, and in the absence of such notice so delivered, the
Warrant Agent may conclusively assume no such event or condition exists.


 


8.13 Ambiguity. In the event the
Warrant Agent believes any ambiguity or uncertainty exists hereunder or in any notice, instruction, direction, request or other communication,
paper or document received by the Warrant Agent hereunder, the Warrant Agent, may, in its sole discretion, refrain from taking any action,
and shall be fully protected and shall not be liable in any way to Company, the holder of any Warrant or any other person for refraining
from taking such action, unless the Warrant Agent receives written instructions signed by the Company which eliminates such ambiguity
or uncertainty to the satisfaction of Warrant Agent.


 






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8.14 Non-Registration. The Warrant
Agent shall not be liable or responsible for any failure of the Company to comply with any of its obligations relating to any registration
statement filed with the Securities and Exchange Commission or this Agreement, including without limitation obligations under applicable
regulation or law.


 


8.15 Signature Guarantee. The Warrant
Agent may rely on and be fully authorized and protected in acting or failing to act upon (a) any guaranty of signature by an “eligible
guarantor institution” that is a member or participant in the Securities Transfer Agents Medallion Program or other comparable “signature
guarantee program” or insurance program in addition to, or in substitution for, the foregoing; or (b) any related law, act, regulation
or any interpretation of the same.


 


8.16 Authorized Officers. The Warrant
Agent shall be fully authorized and protected in relying upon written instructions received from any authorized officer of the Company
and shall not be liable for any action taken, suffered or omitted to be taken by, the Warrant Agent in accordance with such advice or
instructions.


 


8.17 Transfer Agent. For the avoidance
of doubt, the Transfer Agent has the same rights and immunities as the Warrant Agent set forth in this Section 8 in the performance of
its duties under this Agreement.


 


8.18. Bank Accounts. All funds
received by Computershare Inc. under this Agreement that are to be distributed or applied by Computershare Inc. in the performance of
Services (the “Funds”) shall be held by Computershare Inc. as agent for the Company and deposited in one or more bank
accounts to be maintained by Computershare Inc. in its name as agent for the Company. Until paid pursuant to the terms of this Agreement,
Computershare Inc. will hold the Funds through such accounts in: deposit accounts of commercial banks with Tier 1 capital exceeding $1
billion or with an average rating above investment grade by S&P (LT Local Issuer Credit Rating), Moody’s (Long Term Rating)
and Fitch Ratings, Inc. (LT Issuer Default Rating) (each as reported by Bloomberg Finance L.P.). Computershare Inc. shall have no responsibility
or liability for any diminution of the Funds that may result from any deposit made by Computershare Inc. in accordance with this paragraph,
including any losses resulting from a default by any bank, financial institution or other third party. Computershare Inc. may from time
to time receive interest, dividends or other earnings in connection with such deposits. Computershare Inc. shall not be obligated to pay
such interest, dividends or earnings to the Company, any holder or any other party.


 


8.19 Delivery of Exercise Price.
The Warrant Agent shall forward funds received for Warrant exercises in a given month by the 5th business day of the following month by
wire transfer to an account designated by the Company.


 


8.20 Confidentiality. The Warrant
Agent and the Company agree that all books, records, information and data pertaining to the business of the other party, including inter
alia, personal, non-public warrant holder information, which are exchanged or received pursuant to the negotiation or the carrying
out of this Agreement, including the fees for services set forth in the schedule attached hereto, shall remain confidential, and shall
not be voluntarily disclosed to any other person, except as may be required by law, including, without limitation, pursuant to subpoenas
from state or federal government authorities (e.g., in divorce and criminal actions); provided, that, the party receiving such
request or demand will promptly notify the other party to secure instructions from an authorized officer of such party as to such request
or demand and to enable the other party the opportunity to request a protective order or other confidential treatment, unless such notification
is otherwise prohibited by applicable law or court order.


 


8.21 Force Majeure.
Notwithstanding anything to the contrary contained herein, the Warrant Agent will not be liable for any delays or failures in
performance resulting from acts beyond its reasonable control including, without limitation, acts of God, terrorist acts, shortage
of supply, breakdowns or malfunctions, interruptions or malfunction of computer facilities, or loss of data due to power failures or
mechanical difficulties with information storage or retrieval systems, labor difficulties, war, or civil unrest.”


 






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Section 9.2 is hereby amended to replace the following language:


 


“Landcadia Holdings II, Inc.


1510 West Loop South


Houston, Texas 77027


Attention: Steven L. Scheinthal”


 


with the following:


 


“DraftKings Inc.


222 Berkeley Street, 5th Floor


Boston, MA 02116


Attention: R. Stanton Dodge”


 


and the following language


 


“Winston & Strawn LLP


200 Park Avenue


New York, New York, 10166


Attn: Joel L. Rubinstein, Esq.


Email: jubinstein@winston.com”


 


with the following:


 


“White & Case LLP


1221 Avenue of the Americas


New York, New York 10020-1095


Attn: Joel L. Rubinstein, Esq.


Email: joel.rubinstein@whitecase.com”


 


Section 9.5 is hereby amended to replace the first sentence
thereof with the following:


 


“A copy of this Agreement shall
be available at all reasonable times at the office of the Warrant Agent designated from time to time, for inspection by the Registered
Holder of any Warrant.”


 


Section 9.8 is hereby amended to add the
following sentences to the end of that provision:


 


“No supplement or amendment to this
Agreement shall be effective unless duly executed by the Warrant Agent and the Company. Upon the delivery of a certificate from an authorized
officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 9.8, the
Warrant Agent shall execute such supplement or amendment. Notwithstanding anything in this Agreement to the contrary, the Warrant Agent
shall not be required to execute any supplement or amendment to this Agreement that it has determined would adversely affect its own rights,
duties, obligations or immunities under this Agreement.”


 


Section 9.9 is hereby amended to remove
the period at the end of the first sentence and replace with the following:


 


“; provided, however, that if the
exclusion of such provision shall adversely affect the rights, immunities, liabilities, duties or obligations of the Warrant Agent, the
Warrant Agent shall be entitled to resign immediately upon written notice to the Company.”


 






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6.            Governing
Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, as such laws are applied
to contracts entered into and performed in such State without resort to that State’s conflict-of-laws rules.


 


7.            Counterpart.
This Agreement may be executed in counterparts, each of which shall be deemed to be an original, but all of which together shall constitute
one and the same instrument. Execution and delivery of this Agreement by email or exchange of facsimile copies bearing the facsimile signature
of a party hereto shall constitute a valid and binding execution and delivery of this Agreement by such party.


 


8.            Successors
and Assigns. All the covenants and provisions of this Agreement shall bind and inure to the benefit of each party’s respective
successors and assigns.


 


9.             Entire
Agreement. This Agreement and the Warrant Agreement, as hereby amended, constitute the entire agreement, and supersedes all prior
agreements and understandings, both written and oral, between the parties with respect to the subject matter hereof and thereof.


 


10.           Indemnification.
The Company agrees to indemnify, defend and hold Computershare harmless from, and to hold it harmless against, any and all loss, liability,
damage, judgment, fine, penalty, claim, demand, settlement, cost or expense (including, without limitation, the reasonable and documented
fees and expenses of external legal counsel) that may be paid, incurred or suffered by it, or which it may become subject arising out
of the assignment contemplated hereunder in connection with events occurring before the date of this Agreement.


 


[Signature Pages Follow] 


 






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


 


	 	GOLDEN NUGGET ONLINE GAMING, INC.  
	 	 	 
	 	By:	/s/ Michael Harwell
	 	 	Name:  	Michael Harwell
	 	 	Title: 	Chief Financial Officer




 






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	 	NEW DUKE HOLDCO, INC. (to be renamed DraftKings Inc.)    
	 	 	 
	 	By:	/s/ Jason Park
	 	 	Name:  	Jason Park
	 	 	Title:	Chief Financial Officer and Treasurer



 






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	 	CONTINENTAL STOCK TRANSFER & TRUST COMPANY
	 	 	 
	 	By:	/s/ Erika Young
	 	 	Name:   	Erika Young
	 	 	Title: 	Vice President



 






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	 	Computershare Trust Company, N.A. and 
	 	Computershare, Inc.,
	 	On behalf of both entities
	 	 	 
	 	By:	/s/ Collin Ekeogu
	 	 	Name:   	Collin Ekeogu
	 	 	Title: 	Manager, Corporate Actions



 






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