REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 9th, 2019 • Landcadia Holdings II, Inc. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of May 6, 2019, is made and entered into by and among Landcadia Holdings II, Inc., a Delaware corporation (the “Company”), Jefferies Financial Group Inc., a New York corporation, Fertitta Entertainment Inc., a Texas Corporation (collectively, the “Sponsors”), and each of the undersigned individuals (together with the Sponsors and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
25,000,000 Units LANDCADIA HOLDINGS II, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • April 18th, 2019 • Landcadia Holdings II, Inc. • Blank checks • New York
Introductory. Landcadia Holdings II, Inc., a Delaware corporation (the “Company”), proposes, upon the terms and conditions set forth in this agreement (this “Agreement”), to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of 25,000,000 units of the Company (the “Units”). The 25,000,000 Units to be sold by the Company are called the “Firm Securities.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 3,750,000 Units as provided in Section 2. The additional 3,750,000 Units to be sold by the Company pursuant to such option are collectively called the “Optional Securities.” The Firm Securities and, if and to the extent such option is exercised, the Optional Securities are collectively called the “Offered Securities.” Jefferies LLC (“Jefferies”) has agreed to act as representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering of the Offered
WARRANT AGREEMENTWarrant Agreement • May 9th, 2019 • Landcadia Holdings II, Inc. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of May 6, 2019, is by and between Landcadia Holdings II, Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”, and also referred to herein as the “Transfer Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • May 9th, 2019 • Landcadia Holdings II, Inc. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of May 6, 2019, by and between Landcadia Holdings II, Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
LANDCADIA HOLDINGS II, INC Houston, Texas 77027Securities Subscription Agreement • April 18th, 2019 • Landcadia Holdings II, Inc. • Blank checks • New York
This agreement (the “Agreement”) is entered into on February 14, 2019 by and between Fertitta Entertainment, Inc., a Texas corporation (the “Subscriber” or “you”), and Landcadia Holdings II, Inc., a Delaware corporation (the “Company”, “we” or “us”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 2,975,000 shares of Class B common stock, $0.0001 par value per share (the “Shares”), of the Company. The Company and the Subscriber’s agreements regarding such Shares are as follows:
May 6, 2019Underwriting Agreement • May 9th, 2019 • Landcadia Holdings II, Inc. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Landcadia Holdings II, Inc., a Delaware corporation (the “Company”), and Jefferies LLC, as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 25,000,000 of the Company’s units (including up to 3,750,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-third of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment as described in the Prospectus (as defined below). The Units will be sold in t
FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • April 18th, 2019 • Landcadia Holdings II, Inc. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of __________, 2019, by and between Landcadia Holdings II, Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
FORM OF INDEMNITY AGREEMENTIndemnification Agreement • April 18th, 2019 • Landcadia Holdings II, Inc. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of __________, 2019, by and between Landcadia Holdings II, Inc., a Delaware corporation (the “Company”), and __________ (“Indemnitee”).
27,500,000 Units LANDCADIA HOLDINGS II, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • May 9th, 2019 • Landcadia Holdings II, Inc. • Blank checks • New York
Introductory. Landcadia Holdings II, Inc., a Delaware corporation (the “Company”), proposes, upon the terms and conditions set forth in this agreement (this “Agreement”), to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of 27,500,000 units of the Company (the “Units”). The 27,500,000 Units to be sold by the Company are called the “Firm Securities.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 4,125,000 Units as provided in Section 2. The additional 4,125,000 Units to be sold by the Company pursuant to such option are collectively called the “Optional Securities.” The Firm Securities and, if and to the extent such option is exercised, the Optional Securities are collectively called the “Offered Securities.” Jefferies LLC (“Jefferies”) has agreed to act as representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering of the Offered
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • May 9th, 2019 • Landcadia Holdings II, Inc. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of May 6, 2019 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and among Landcadia Holdings II, Inc., a Delaware corporation (the “Company”), and Jefferies Financial Group, Inc., a Delaware corporation, and Fertitta Entertainment Inc., a Delaware corporation (collectively, the “Purchasers”).
INDEMNITY AGREEMENTIndemnification Agreement • January 5th, 2021 • Golden Nugget Online Gaming, Inc. • Services-prepackaged software • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of December 29, 2020, by and between Golden Nugget Online Gaming, Inc., a Delaware corporation (the “Company”), and [●] (“Indemnitee”).
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 5th, 2021 • Golden Nugget Online Gaming, Inc. • Services-prepackaged software • Delaware
This Amended and Restated Registration Rights Agreement (this “Agreement”) is made as of December 29, 2020, by and among Golden Nugget Online Gaming, Inc. (f/k/a Landcadia Holdings II, Inc.), a Delaware corporation (the “Company”), Jefferies Financial Group Inc., a New York corporation (“Jefferies”), Tilman J. Fertitta (“Mr. Fertitta”, and, together with Jefferies, each a “Sponsor” and, collectively, the “Sponsors”), Landry’s Fertitta, LLC (“LF LLC”), and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement (together with the Sponsors and LF LLC, each a “Holder” and, collectively, the “Holders”).
May 12, 2020 Landcadia Holdings II, Inc. 1510 West Loop South Houston, Texas 77027 Re: Initial Public Offering Ladies and Gentlemen:Underwriting Agreement • May 14th, 2020 • Landcadia Holdings II, Inc. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Landcadia Holdings II, Inc., a Delaware corporation (the “Company”), and Jefferies LLC, as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to the underwritten initial public offering (the “Public Offering”) of 27,500,000 units, including the issuance of 4,125,000 units as a result of the underwriters’ exercise of their over-allotment option in full (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-third of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment as described in the Prospectus (as defined below). The Units
ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • May 5th, 2022 • Golden Nugget Online Gaming, Inc. • Services-prepackaged software • New York
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”).
AGREEMENT AND PLAN OF MERGER Among GOLDEN NUGGET ONLINE GAMING, INC., DRAFTKINGS INC., NEW DUKE HOLDCO, INC., DUKE MERGER SUB, INC., and GULF MERGER SUB, INC. Dated as of August 9, 2021Merger Agreement • August 10th, 2021 • Golden Nugget Online Gaming, Inc. • Services-prepackaged software • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of August 9, 2021, is entered into by and among Golden Nugget Online Gaming, Inc., a Delaware corporation (the “Company”), DraftKings Inc., a Nevada corporation (“Parent”), New Duke Holdco, Inc., a Nevada corporation and a wholly owned Subsidiary of Parent (“Holdco”), Duke Merger Sub, Inc., a Nevada corporation and a wholly owned Subsidiary of Holdco (“Duke Merger Sub”), and Gulf Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Holdco (“Gulf Merger Sub” and, together with Duke Merger Sub, the “Merger Subs”). The Company, Parent, Holdco and the Merger Subs are referred to herein as the “Parties” and each, a “Party”.
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • January 5th, 2021 • Golden Nugget Online Gaming, Inc. • Services-prepackaged software • New York
Exhibit J-1 Form of U.S. Tax Compliance Certificate (Foreign Lenders that are not Partnerships for U.S. Federal Income Tax Purposes)
THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (the "Agreement"), isRestricted Stock Unit Award Agreement • November 10th, 2021 • Golden Nugget Online Gaming, Inc. • Services-prepackaged software • Delaware
WHEREAS, pursuant to Section 9 of the Plan, the Company desires to grant to the Participant this award (this "Award") of Restricted Stock Units (the "Units"), which represents the right to the distribution of a Common Share if and when the Units vest, subject to certain restrictions set forth in this Agreement, effective as of the Grant Date; and
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF LHGN HOLDCO, LLC DATED AS OF DECEMBER 29, 2020Limited Liability Company Agreement • January 5th, 2021 • Golden Nugget Online Gaming, Inc. • Services-prepackaged software • Delaware
This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (as amended, supplemented or restated from time to time, this “Agreement”) of LHGN HoldCo, LLC, a Delaware limited liability company (the “Company”), is entered into as of December 29, 2020, by and among Landcadia Holdings II, Inc., a Delaware corporation (“PubCo”), Landry’s Fertitta, LLC (“LF LLC”), and each other Person who is or at any time becomes a Member (each, a “Party” and collectively, the “Parties”) in accordance with the terms of this Agreement and the Act. Capitalized terms used herein and not otherwise defined have the respective meanings set forth in Section 1.1.
Second Amendment to the Purchase AgreementPurchase Agreement • December 21st, 2020 • Landcadia Holdings II, Inc. • Services-prepackaged software • Delaware
This Second Amendment to the Purchase Agreement (this “Amendment”), dated as of December 20, 2020 (the “Amendment Date”), amends that certain Purchase Agreement, dated as of June 28, 2020, as amended by that certain Amendment to the Purchase Agreement, dated as of September 17, 2020, by and among Landcadia Holdings II, Inc., a Delaware corporation, LHGN HoldCo, LLC, a Delaware limited liability company, Golden Nugget Online Gaming, LLC, a New Jersey limited liability company, as successor-in-interest to Golden Nugget Online Gaming, Inc. (f/k/a Landry’s Finance Acquisition Co.), a New Jersey corporation, GNOG Holdings, LLC, a Delaware limited liability company, and Landry’s Fertitta, LLC, a Texas limited liability company, (as amended, restated or supplemented from time to time, the “Purchase Agreement”). All capitalized terms used in this Amendment but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Purchase Agreement.
ContractMerger Agreement • May 9th, 2022 • Golden Nugget Online Gaming, Inc. • Services-prepackaged software
AMENDED AND RESTATED ONLINE GAMING OPERATIONS AGREEMENT between GOLDEN NUGGET ONLINE GAMING, LLC and GOLDEN NUGGET ATLANTIC CITY, LLC December 29, 2020 AMENDED AND RESTATED ONLINE GAMING OPERATIONS AGREEMENTOnline Gaming Operations Agreement • January 5th, 2021 • Golden Nugget Online Gaming, Inc. • Services-prepackaged software • New Jersey
This AMENDED AND RESTATED ONLINE GAMING OPERATIONS AGREEMENT (this “Agreement”), dated as of December 29, 2020 (the “Effective Date”), is entered into by and between GOLDEN NUGGET ONLINE GAMING, LLC, a New Jersey limited liability company (“GNOG”), and GOLDEN NUGGET ATLANTIC CITY, LLC, a New Jersey limited liability company (“GN”). GNOG and GN are collectively referred to herein as the “Parties” and individually as a “Party”.
GOLDEN NUGGET ONLINE GAMING, INC. 2020 INCENTIVE AWARD PLAN RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • March 31st, 2021 • Golden Nugget Online Gaming, Inc. • Services-prepackaged software • Delaware
THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (the "Agreement"), is made and entered into effective [●] (the "Grant Date"), by and between Golden Nugget Online Gaming, Inc., a Delaware corporation (the "Company"), and [●] (the "Participant").
GOLDEN NUGGET ONLINE GAMING, INC. 2020 INCENTIVE AWARD PLAN RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • January 5th, 2021 • Golden Nugget Online Gaming, Inc. • Services-prepackaged software • Delaware
THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (the “Agreement”), is made and entered into effective December 29, 2020 (the “Grant Date”), by and between Golden Nugget Online Gaming, Inc., a Delaware corporation (the “Company”), and Thomas Winter (the “Participant”).
TAX RECEIVABLE AGREEMENTTax Receivable Agreement • January 5th, 2021 • Golden Nugget Online Gaming, Inc. • Services-prepackaged software • Delaware
This TAX RECEIVABLE AGREEMENT (as amended from time to time, this “Agreement”), dated as of December 29, 2020, is hereby entered into by and among Golden Nugget Online Gaming, Inc. (f/k/a Landcadia Holdings II, Inc.), a Delaware corporation (the “Corporation”), LHGN HoldCo, LLC, a Delaware limited liability company (“Holdings”), and Landry’s Fertitta, LLC, a Texas limited liability company (“LF LLC”).
Employment AgreementEmployment Agreement • January 5th, 2021 • Golden Nugget Online Gaming, Inc. • Services-prepackaged software • Texas
This Employment Agreement (the “Agreement”) is made and entered into as of December 29, 2020 by and between Thomas Winter (“Executive”) and Golden Nugget Online Gaming, LLC, a limited liability company organized under the laws of the State of New Jersey (the “Company”). Upon closing of the Transaction as defined below, the term Company shall also include all of Golden Nugget Online Gaming, LLC’s parent companies, including Landcadia Holdings II, Inc.
PURCHASE AGREEMENTPurchase Agreement • June 30th, 2020 • Landcadia Holdings II, Inc. • Blank checks • Delaware
This Purchase Agreement (this “Agreement”) is made and entered into as of [June 28], 2020, by and among Landcadia Holdings II, Inc., a Delaware corporation (“Landcadia”), LHGN HoldCo, LLC, a Delaware limited liability company (“Landcadia HoldCo”), Golden Nugget Online Gaming, Inc. (f/k/a Landry’s Finance Acquisition Co.), a New Jersey corporation (the “Company”), GNOG Holdings, LLC, a Delaware limited liability company (“GNOG HoldCo”), and Landry’s Fertitta, LLC, a Texas limited liability company (“Seller Parent”). All capitalized terms used in this Agreement shall have the meanings ascribed to such terms in Section 1.1 hereof or as otherwise defined elsewhere in this Agreement. Landcadia, Landcadia HoldCo, the Company, GNOG HoldCo, and Seller Parent are referred to herein individually as a “Party” and collectively as the “Parties.”
AMENDMENT TO LETTER AGREEMENTLetter Agreement • January 5th, 2021 • Golden Nugget Online Gaming, Inc. • Services-prepackaged software
This Amendment to the Letter Agreement (this “Amendment”) is made on December 29, 2020, by and among Tilman J. Fertitta (“TJF”) as successor-in-interest of Fertitta Entertainment, Inc. (“FEI”), Jefferies Financial Group Inc. (“Jefferies” and, collectively with TJF, the “Sponsors”), Landcadia Holdings II, Inc. (the “Company”) and the undersigned individuals, each of whom is a member of the Company’s board of directors and/or management team (collectively, the “Insiders” and, together with the Company and the Sponsors, the “Parties”).
Amendment to the Purchase AgreementPurchase Agreement • September 22nd, 2020 • Landcadia Holdings II, Inc. • Services-prepackaged software • Delaware
This Amendment to the Purchase Agreement (this “Amendment”), dated as of September 17, 2020 (the “Amendment Date”), amends that certain Purchase Agreement, dated as of June 28, 2020, by and among Landcadia Holdings II, Inc., a Delaware corporation, LHGN HoldCo, LLC, a Delaware limited liability company, Golden Nugget Online Gaming, Inc. (f/k/a Landry’s Finance Acquisition Co.), a New Jersey corporation, GNOG Holdings, LLC, a Delaware limited liability company, and Landry’s Fertitta, LLC, a Texas limited liability company, (as amended, restated or supplemented from time to time, the “Purchase Agreement”). All capitalized terms used in this Amendment but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Purchase Agreement.
LANDCADIA HOLDINGS II, INCAdministrative Support Agreement • April 18th, 2019 • Landcadia Holdings II, Inc. • Blank checks • New York
This letter agreement (this “Agreement”) by and between Landcadia Holdings II, Inc. (the “Company”) and Fertitta Entertainment Inc. (“Fertitta Entertainment”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on The Nasdaq Capital Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
TRADEMARK LICENSE AGREEMENTTrademark License Agreement • January 5th, 2021 • Golden Nugget Online Gaming, Inc. • Services-prepackaged software • New Jersey
This TRADEMARK LICENSE AGREEMENT (“Agreement”) is made and effective as of December 29, 2020 (the “Effective Date”), by and among GOLDEN NUGGET, LLC, a Nevada limited liability company (“GN Parent”), GNLV, LLC., a Nevada limited liability company (“Licensor”), and GOLDEN NUGGET ONLINE GAMING, LLC, a New Jersey limited liability company (“Licensee”).
LANDCADIA HOLDINGS II, INCAdministrative Support Agreement • May 9th, 2019 • Landcadia Holdings II, Inc. • Blank checks • New York
This letter agreement (this “Agreement”) by and between Landcadia Holdings II, Inc. (the “Company”) and Fertitta Entertainment Inc. (“Fertitta Entertainment”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on The Nasdaq Capital Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
ONLINE GAMING OPERATIONS AGREEMENT between GOLDEN NUGGET ONLINE GAMING, INC. and DANVILLE DEVELOPMENT, LLC November 18, 2020 ONLINE GAMING OPERATIONS AGREEMENTOnline Gaming Operations Agreement • January 5th, 2021 • Golden Nugget Online Gaming, Inc. • Services-prepackaged software • Delaware
This ONLINE GAMING OPERATIONS AGREEMENT (this “Agreement”), dated as of November 18, 2020 (the “Effective Date”), is entered into by and between GOLDEN NUGGET ONLINE GAMING, INC., a New Jersey corporation (“GNOG”), and DANVILLE DEVELOPMENT, LLC, a New York limited liability company (“DD”). GNOG and DD are collectively referred to herein as the “Parties” and individually as a “Party”.
SPONSOR FORFEITURE AND CALL OPTION AGREEMENTSponsor Forfeiture and Call Option Agreement • June 30th, 2020 • Landcadia Holdings II, Inc. • Blank checks • Delaware
This Sponsor Forfeiture and Call Option Agreement (this “Agreement”), dated as of June 28, 2020, is made and entered into by and between Landcadia Holdings II, Inc., a Delaware corporation (the “Company”) and Jefferies Financial Group, Inc. (the “Sponsor”). Unless otherwise defined herein, capitalized terms are used herein as defined in the Purchase Agreement (as defined below).
