Exhibit 4.5


 


ASSIGNMENT AND ASSUMPTION AGREEMENT


 


THIS ASSIGNMENT AND ASSUMPTION
AGREEMENT (the “Agreement”) is entered into and effective as of May 5, 2022 by and among DraftKings Inc.,
a Nevada corporation (to be renamed “DraftKings Holdings Inc.” as of the Closing (as defined below)) (“Old DraftKings”),
New Duke Holdco, Inc., a Nevada corporation (to be renamed “DraftKings Inc.” effective as of the Closing) (“New DraftKings”),
and Computershare Inc., a Delaware corporation (“Computershare Inc.”), and its wholly owned subsidiary, Computershare
Trust Company, N.A., a federally chartered trust company (collectively with Computershare Inc., “Computershare”).


 


WHEREAS, Old DraftKings
and Computershare have previously entered into a warrant agreement, dated as of May 10, 2019 (the “Original Warrant
Agreement”), by and between Diamond Eagle Acquisition Corp. and Continental Stock Transfer & Trust Company, as warrant agent,
as assumed by Old DraftKings and assigned to Computershare by that certain Assignment and Assumption Agreement, dated as of April 23,
2020 (together with the Original Warrant Agreement, the “Warrant Agreement”), governing the terms of Old DraftKings’
1,610,682 outstanding warrants (the “Warrants”) to purchase shares of Class A common stock, par value $0.0001 per share,
of Old DraftKings (“Old DraftKings Class A common stock”);


 


WHEREAS, Old DraftKings
has entered into an Agreement and Plan of Merger, dated as of August 9, 2021 (the “Merger Agreement”), with Golden
Nugget Online Gaming, Inc., a Delaware corporation (“GNOG”), New DraftKings, Old DraftKings, 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 Old DraftKings, with Old DraftKings 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 DK Merger, holders of the shares of Old DraftKings Class A common stock will receive one 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 Old DraftKings 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 one share of New DraftKings Class A common stock; and


 


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


 


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. Old DraftKings hereby assigns, and New DraftKings hereby agrees to accept and assume, effective
as of the Closing, all of Old DraftKings’ 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.       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.


 






     


     


    

 


3.       Warrant
Conversion. Following the Closing, each outstanding Warrant will cease to represent a warrant in respect of Old DraftKings Class A
common stock and instead shall entitle the holder thereof to purchase one share of New DraftKings Class A common stock at an exercise
price of $11.50 per share of New DraftKings Class A common stock, subject to adjustment as set forth in the Warrant Agreement.


 


4.       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 9.2 is hereby amended to replace the following language:



 


“Diamond Eagle Acquisition Corp.


2121 Avenue of the Stars, Suite 2300


Los Angeles, CA 90067


Attention: Eli Baker”


 


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”


 


5.       Full Force and Effect.Except
as expressly modified and amended herein, all of the terms and conditions of the Warrant Agreement shall remain in full force and effect.


 


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.


 


7.       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.


 






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8.        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.


 


9.       Indemnification.
New DraftKings 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.


 


	 	
    DRAFTKINGS INC. (to be renamed DraftKings Holdings Inc.)

    

	 	 	 
	 	By:	 /s/ Jason Park
	 	 	Name: Jason Park
	 	 	Title:   Chief Financial Officer and Treasurer



 


[Signature Page to DK Warrant Assumption Agreement]


 






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



 


[Signature Page to DK Warrant Assumption Agreement]


 






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



 


[Signature Page to DK Warrant Assumption Agreement]


 








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