Item 1.01. Entry into a Material Definitive Agreement.

Assignment and Assumption Agreement

In connection with the Closing, the Company entered into an assignment and assumption agreement (the "Warrant Assignment Agreement") with DEAC, Continental Stock Transfer & Trust Company ("Continental"), Computershare Trust Company, N.A. and Computershare Inc. (together, "Computershare"), pursuant to which (i) DEAC assigned to the Company all of its rights, interest and obligations under the warrant agreement governing DEAC's warrants and (ii) Continental assigned all of its rights, interest and obligations under the warrant agreement to Computershare. Upon the Closing, all of the outstanding warrants to purchase Class A common stock of DEAC became exercisable for an equal number of shares of Class A common stock of the Company, par value $0.0001 per share ("DraftKings Class A common stock"), on the existing terms and conditions of such warrants.

The foregoing description of the Warrant Assignment Agreement does not purport to be complete and is qualified in its entirety by the full text of the Warrant Assignment Agreement, a copy of which is attached hereto as Exhibit 4.4 and is incorporated herein by reference.





Earnout Escrow Agreement

On the Closing Date, in connection with consummation of the Business Combination, DraftKings, Shalom Meckenzie, in his capacity as SBT Sellers' Representative, Eagle Equity Partners LLC, Jeff Sagansky, Eli Baker, Harry Sloan, I.B.I. Trust Management, the trustee, and Computershare Trust Company, N.A., as escrow agent, entered into an escrow agreement (the "Earnout Escrow Agreement") pursuant to which (i) 5,388,000 shares of DraftKings Class A common stock were delivered and deposited into a custodian account and (ii) 612,000 shares of DraftKings Class A common stock were delivered to the trustee, in each case, to be released pro-rata to the recipients thereof only upon the occurrence of certain triggering events that relate to the achievement of certain stock price thresholds of DraftKings Class A common stock at any time during a four-year period commencing on the Closing Date.

The foregoing description of the Earnout Escrow Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the Earnout Escrow Agreement, which is attached hereto as Exhibit 10.8 and is incorporated herein by reference.





Share Exchange Agreement

On the Closing Date, in connection with consummation of the Business Combination, Old DK, DEAC NV and Jason Robins entered into a Share Exchange . . .

Item 2.01. Completion of Acquisition or Disposition of Assets.

On April 23, 2020, DEAC held a Special Meeting at which the DEAC stockholders considered and adopted, among other matters, the Business Combination Agreement. On April 23, 2020, the parties to the Business Combination Agreement consummated the Transactions. The aggregate value of the consideration paid to Old DK stockholders and SBT shareholders in the Business Combination was approximately $2.7 billion, of which (A) approximately $2.05 billion was paid to (i) the stockholders of Old DK (the "DK Sellers") in the form of DraftKings Class A common stock, valued at approximately $10.12 per share (the redemption price for DEAC's public shares in the Business Combination) and (ii) the holders of vested options and warrants exercisable for Old DK equity in the form of newly issued options and warrants of DraftKings exercisable for DraftKings Class A common stock, and (B) approximately €590 million was be paid to the SBT Sellers and holders of vested options exercisable for equity of SBTech, in the form of (i) €180 million in cash, subject to adjustments for working capital and net debt of SBTech and certain other items and (ii) approximately €410 million in shares of DraftKings Class A common stock, valued at the redemption price for DEAC's public shares in the Business Combination, and in the form of newly issued options of DraftKings exercisable for DraftKings Class A common stock. Outstanding unvested options exercisable for Old DK or SBTech equity were converted into unvested options exercisable for shares of DraftKings Class A common stock. In addition, in connection with the Business Combination, Mr. Robins received an additional number of shares of DraftKings Class B common stock such that as of immediately following the completion of the Business Combination, Mr. Robins held approximately ninety percent (90%) of the voting power of the capital stock of DraftKings on a fully-diluted basis.

Prior to the Special Meeting, holders of 8,928 shares of DEAC's Class A common stock sold in its initial public offering ("Public Shares") exercised their right to redeem those shares for cash at a price of approximately $10.12 per share, for an aggregate of $90,391.89. Immediately after giving effect to the Business Combination (including as a result of the redemptions described above), there were 312,451,027 issued and outstanding shares of DraftKings Class A common stock. Upon the Closing, DEAC's Class A common stock and warrants ceased trading, and DraftKings Class A common stock and warrants began trading on The . . .

Item 3.02. Unregistered Sales of Equity Securities.






Transaction Consideration

In connection with the Business Combination, at the Closing on April 23, 2020, DraftKings issued 186,335,592 shares of Class A common stock to the holders of common stock of Old DK and 40,739,291 shares of Class A common stock to the holders of ordinary shares of SBTech.

Private Placement and Convertible Notes

As previously disclosed, in connection with satisfying the Minimum Proceeds Condition (as defined in the Business Combination Agreement), DEAC entered into subscription agreements (the "Subscription Agreements"), each dated as of December 22, 2019, with certain institutional investors (the "Investors"), pursuant to which, among other things, DEAC agreed to issue and sell, in private placements, an aggregate of 30,471,352 shares of Class A common stock of DEAC for $10.00 per share and an aggregate of 3,000,000 warrants to purchase shares of Class A common stock of DEAC (the "Private Placement"). The warrants have terms identical to the Company's publicly traded warrants.

On and after December 16, 2019, DraftKings issued subordinated convertible promissory notes to certain investors in an aggregate principal amount of approximately $109.2 million (the "Convertible Notes"). Pursuant to the terms of the Convertible Notes, the outstanding principal and accrued interest on the Convertible Notes converted immediately prior to the reincorporation into shares of DEAC Class A common stock, at a price per share equal to the price per share paid by the Investors in the Private Placement, which resulted in the issuance of 11,254,479 shares of DEAC Class A common stock on the Closing Date.

The Private Placement closed immediately prior to the Business Combination on the Closing Date. The shares of DEAC Class A common stock issued to the Investors and upon conversion of the Convertible Notes, were converted into shares of DraftKings Class A common stock upon consummation of the reincorporation and the Business Combination.

The shares issued to the Investors in the Private Placement and to the holders of Convertible Notes on the Closing Date were issued pursuant to and in accordance with the exemption from registration under the Securities Act, under Section 4(a)(2) and/or Regulation D promulgated under the Securities Act.

Item 3.03. Material Modification to Rights of Security Holders.

On April 23, 2020, DEAC was reincorporated from the State of Delaware to the State of Nevada. We refer to the Company prior to the reincorporation as "DEAC" and following the reincorporation and before the consummation of the Business Combination as "DEAC NV". Upon consummation of the merger of DEAC into DEAC NV, DEAC discontinued its existence as a Delaware company, with DEAC NV surviving the merger. Immediately thereafter, in connection with the consummation of the Business Combination, DEAC NV changed its name to DraftKings Inc. and adopted the amended and restated articles of incorporation) and the amended and restated bylaws.

Also as disclosed below in Item 8.01, in accordance with Rule 12g-3(a) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the Company is the successor issuer to DEAC and has succeeded to the attributes of DEAC as the registrant. In addition, the shares of common stock of DraftKings, as the successor to DEAC, are deemed to be registered under Section 12(b) of the Exchange Act.

The Company's common stock and public warrants are listed for trading on Nasdaq under the symbols "DKNG" and "DKNGW," respectively. Upon consummation of the Business Combination, the CUSIP numbers relating to the Company's common stock and warrants changed to 26142R104 and 26142R112, respectively.

Amended and Restated Articles of Incorporation

Upon the closing of the Business Combination, DEAC's amended and restated certificate of incorporation, dated May 10, 2019, was replaced with the amended and restated articles of incorporation of DraftKings, which, among other things:

(a) changes the Company's name to DraftKings Inc.;

(b) increases the total number of authorized shares of all classes of capital stock, par value of $0.0001 per share, from 401,000,000 shares, consisting of 400,000,000 shares of common stock, including 380,000,000 shares of Class A common stock, and 20,000,000 shares of Class B common stock, and 1,000,000 shares of preferred stock, to 2,100,000,000 shares, consisting of 1,800,000,000 shares of common stock, including 900,000,000 shares of Class A common stock, par value $0.0001 per share, and 900,000,000 shares of Class B common stock, par value $0.0001 per share, and 300,000,000 shares of preferred stock, par value $0.0001 per share;

(c) declassifies the Company's board of directors;

(d) amends the terms of the shares of common stock, in particular to provide that each share of Class A common stock of DraftKings has one vote and each share of Class B common stock has ten (10) votes and that shares of Class B . . .

Item 4.01. Change in Registrant's Certifying Accountant.

(a) Dismissal of independent registered public accounting firm

On April 23, 2020, the Audit Committee of the Board of Directors of DraftKings approved the engagement of BDO USA, LLP ("BDO") as the Company's independent registered public accounting firm to audit the Company's consolidated financial statements for the year ended December 31, 2020. BDO served as independent registered public accounting firm of Old DK prior to the Business Combination. Accordingly, WithumSmith+Brown, PC ("Withum"), DEAC's independent registered public accounting firm prior to the Business Combination, was informed that it would be replaced by BDO as the Company's independent registered public accounting firm following completion of the Company's review of the quarter ended March 31, 2020, which consists only of the accounts of the pre-Business Combination special purpose acquisition company, DEAC.

The reports of Withum on DEAC's, the Company's legal predecessor, consolidated balance sheet as of December 31, 2019 and the consolidated statements of operations, changes in stockholders' equity and cash flows for the period from March 27, 2019 (inception) to December 31, 2019, did not contain an adverse opinion or a disclaimer of opinion, and were not qualified or modified as to uncertainties, audit scope or accounting principles.

During the period from March 27, 2019 (inception) to December 31, 2019, there were no disagreements between the Company and Withum on any matter of accounting principles or practices, financial disclosure or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Withum, would have caused it to make reference to the subject matter of the disagreements in its reports on the Company's financial statements for such period.

During the period from March 27, 2019 (inception) to December 31, 2019, there were no "reportable events" (as defined in Item 304(a)(1)(v) of Regulation S-K under the Exchange Act).

The Company has provided Withum with a copy of the foregoing disclosures and has requested that Withum furnish the Company with a letter addressed to the SEC stating whether it agrees with the statements made by the Company set forth above. A copy of Withum's letter, dated April 28, 2020, is filed as Exhibit 16.1 to this Current Report on Form 8-K.

Item 5.01. Changes in Control of Registrant.

Reference is made to the disclosure in the Proxy in the section titled "The Business Combination," which is incorporated herein by reference. Further reference is made to the information contained in Item 2.01 to this Current Report on Form 8-K, which is incorporated herein by reference.

Immediately after giving effect to the Business Combination, there were 312,451,027 shares of DraftKings Class A common stock outstanding. As of such time, our executive officers and directors and their affiliated entities held 32.9% of our outstanding shares of Class A common stock.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors;


            Appointment of Certain Officers; Compensatory Arrangements of Certain
            Officers.

Upon the consummation of the Transactions, and in accordance with the terms of the Business Combination Agreement, each executive officer of DEAC and DEAC NV ceased serving in such capacities; Jeff Sagansky, Scott Delman, Joshua Kazam, Fredric Rosen and Scott Ross ceased serving on DEAC's board of directors; and Jeff Sagansky and Eli Baker ceased serving on DEAV NV's board of directors. Jason Robins, Harry Sloan, Gavin Isaacs, Matthew Kalish, Woodrow Levin, Paul Liberman, Shalom Meckenzie, Ryan Moore, Steven Murray, Hany Nada, Richard Rosenblatt, John Salter and Marni Walden were appointed as directors of the Company, to serve until the next annual meeting of shareholders and until their successors are elected and qualified.

Upon the consummation of the Transactions, the Company established four board committees: audit committee, compensation committee, nominating and corporate governance committee and compliance committee. Messrs. Moore, Murray and Nada were appointed to serve on the Company's audit committee, with Mr. Murray serving as the chair and qualifying as an audit committee financial expert, as such term is defined in Item 407(d)(5) of Regulation S-K. Messrs. Levin, Moore, Nada and Rosenblatt were appointed to serve on the Company's compensation committee, with Mr. Nada serving as the chair. Messrs. Levin, Murray, Salter and Sloan and Ms. Walden were appointed to serve on the Company's nominating and corporate governance committee, with Mr. Sloan serving as the chair. Messrs. Isaacs, Liberman and Salter and Ms. Walden were appointed to serve on the Company's compliance committee, with Mr. Salter serving as the chair.

Following the consummation of the Transactions, the non-employee directors of the Company will be entitled to the following compensation for their service on the Board: (i) an annual cash retainer of $45,000; (ii) an equity retainer with a grant date fair value equal to $200,000 prorated upon initial election to the Board and then each year at the annual meeting of the Company's stockholders; (iii) an annual cash retainer of $20,000 for the chair of the audit committee, $17,500 for the chair of the compensation committee, $10,000 for the chair of the nominating and corporate governance committee and $10,000 for the chair of the compliance committee; (iv) an annual cash retainer of $10,000 for other members of the audit committee, $7,500 for other members of the compensation committee, $5,000 for other members of the nominating and corporate governance committee and $5,000 for other members of the compliance committee; and (v) an additional annual cash retainer of $75,000 for serving as our non-executive chair or $20,000 for serving as our lead director, in each case, if applicable. Each grant of equity-based awards described above will vest in full on the earlier of (i) the next annual meeting of the Company's stockholders following the grant date and (ii) the first anniversary of the grant date or such other . . .

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal


            Year.

The disclosure set forth in Item 3.03 of this Current Report on Form 8-K is incorporated in this Item 5.03 by reference.

Item 5.06. Change in Shell Company Status.

As a result of the Business Combination, which fulfilled the definition of an "initial business combination" as required by DEAC's organizational documents, the Company ceased to be a shell company upon the closing of the Business Combination. The material terms of the Business Combination are described in the sections titled "The Business Combination Proposal" and "The Business Combination Agreement" beginning on page 95 and 112, respectively, of the Proxy, and are incorporated herein by reference.




 Item 8.01. Other Events.

Upon the closing of the Business Combination, all outstanding shares of DEAC's Class A common stock (including all of the outstanding shares of DEAC's Class B common stock which were converted into shares of DEAC's Class A common stock in connection with the Closing) were exchanged on a one-for-one basis for shares of DraftKings Class A common stock, and DEAC's outstanding warrants were assumed by the Company and became exercisable for shares of DraftKings Class A common stock on the same terms as were contained in such warrants prior to the Business Combination. By operation of Rule 12g-3(a) under the Exchange Act, the Company is the successor issuer to DEAC and has succeeded to the attributes of DEAC as the registrant, including DEAC's SEC file number (001-38908) and CIK Code (0001772757). The Company's Class A common stock and public warrants are deemed to be registered under Section 12(b) of the Exchange Act, and the Company will hereafter file reports and other information with the SEC using DEAC's SEC file number (001-38908).

The Company's Class A common stock and public warrants are listed for trading on The Nasdaq Global Select Market under the symbols "DKNG" and "DKNGW," respectively, and the CUSIP numbers relating to the Company's Class A common stock and public warrants are 26142R 104 and 26142R 112, respectively.

Holders of uncertificated shares of DEAC's Class A common stock immediately prior to the Business Combination have continued as holders of shares of uncertificated shares of DraftKings Class A common stock.

Holders of DEAC's shares who have filed reports under the Exchange Act with respect to those shares should indicate in their next filing, or any amendment to a prior filing, filed on or after the Closing Date that the Company is the successor to DEAC.

Item 9.01. Financial Statements and Exhibits.

(a) Financial statements of businesses acquired.

The consolidated financial statements of DraftKings Inc., a Delaware corporation, as of December 31, 2019 and 2018 and for the years ended December 31, 2019, 2018 and 2017, the related notes and report of independent registered public accounting firm thereto are set forth in the Proxy beginning on page F-20 and are incorporated herein by reference.

The consolidated financial statements of SBTech (Global) Limited as of December 31, 2019 and 2018 and for the years ended December 31, 2019, 2018 and 2017, the related notes and report of independent registered public accounting firm thereto are set forth in the Proxy beginning on page F-57 and are incorporated herein by reference.

The consolidated financial statements of Diamond Eagle Acquisition Corp. as of December 31, 2019 and for the period from March 27, 2019 (date of inception) through December 31, 2019, the related notes and report of independent registered public accounting firm thereto are set forth in the Proxy beginning on page F-4 and are incorporated herein by reference.





(b)    Pro forma financial information.

Certain pro forma financial information of the Company is attached hereto as Exhibit 99.1 and is incorporated herein by reference.





(d)    Exhibits.



Exhibit
Number     Description
  2.1†       Business Combination Agreement, dated as of December 22, 2019, by
           and among Diamond Eagle Acquisition Corp., DEAC NV Merger Corp., DEAC
           Merger Sub Inc., DraftKings Inc. (a Delaware corporation), SBTech
           (Global) Limited, the shareholders of SBTech (Global) Limited and the
           SBT Sellers' Representative (incorporated by reference to Exhibit 2.1
           of DEAC NV Merger Corp.'s Registration Statement on Form S-4 (Reg. No.
           333-235805), filed with the SEC on April 14, 2020).
  2.2        Amendment to Business Combination Agreement, dated as of April 7,
           2020, among DraftKings Inc. (a Delaware corporation), SBTech (Global)
           Limited, SBTech's shareholders, Diamond Eagle Acquisition Corp., DEAC
           NV Merger Corp. and a wholly-owned subsidiary of DEAC (incorporated by
           reference to Exhibit 2.4 of DEAC NV Merger Corp.'s Registration
           Statement on Form S-4 (Reg. No. 333-235805), filed with the SEC on
           April 14, 2020).
  2.3        Agreement and Plan of Merger, dated as of March 12, 2020, by and
           among Diamond Eagle Acquisition Corp. and DEAC NV Merger Corp
           (incorporated by reference to Exhibit 2.3 of DEAC NV Merger Corp.'s
           Registration Statement on Form S-4 (Reg. No. 333-235805), filed with
           the SEC on April 14, 2020).
  3.1        Amended and Restated Articles of Incorporation of DraftKings Inc.
  3.2        Amended and Restated Bylaws of DraftKings Inc.
  4.1        Form of Specimen Class A Common Stock Certificate of DraftKings
           Inc.
  4.2        Form of Warrant Certificate of DraftKings Inc.
  4.3        Warrant Agreement, dated May 10, 2019, by and between Diamond Eagle
           Acquisition Corp. and Continental Stock Transfer & Trust Company, as
           warrant agent (incorporated by reference to Exhibit 4.1 of Diamond
           Eagle Acquisition Corp.'s Current Report on Form 8-K filed on May 14,
           2019).
  4.4        Assignment and Assumption Agreement, dated April 23, 2020, by and
           among DraftKings Inc., DEAC, Continental Stock Transfer & Trust
           Company, Computershare Trust Company, N.A. and Computershare Inc.
  10.1       DraftKings Inc. 2020 Incentive Award Plan.
  10.2       Executive Employment Agreement, dated April 23, 2020, between
           DraftKings Inc. and Matt Kalish.
  10.3       Executive Employment Agreement, dated April 23, 2020, between
           DraftKings Inc. and Paul Liberman.
  10.4       Executive Employment Agreement, dated April 23, 2020, between
           DraftKings Inc. and Jason Robins.










  10.5          DraftKings Inc. Employee Stock Purchase Plan.
  10.6          Executive Employment Agreement, dated May 30, 2019, between
              DraftKings Inc. and Jason Park (incorporated by reference to Exhibit
              10.3 of DEAC NV Merger Corp.'s Registration Statement on Form S-4
              (Reg. No. 333-235805), filed with the SEC on April 14, 2020).
  10.7          Form of Indemnification Agreement.
  10.8          Escrow Agreement, dated April 23, 2020, by and among DraftKings
              Inc., Shalom Meckenzie, in his capacity as SBT Sellers'
              Representative, Eagle Equity Partners LLC, Jeff Sagansky, Eli Baker,
              Harry Sloan, I.B.I. Trust Management, the trustee, and Computershare
              Trust Company, N.A., as escrow agent.
  10.9          Stockholders Agreement, dated April 23, 2020, by and among
              DraftKings Inc., the DK Stockholder Group, the SBT Stockholder Group
              and the DEAC Stockholder Group.
  10.10         Share Exchange Agreement, dated April 23, 2020, by and among
              DraftKings Inc., a Delaware corporation, Jason Robins and DEAC NV
              Merger Corp.
  10.11†*       Agreement for the Provision of a Sports Betting Solution ("License
              Agreement"), between Sports Information Services Limited and Crown
              Gaming Inc., dated as of June 19, 2018 (incorporated by reference to
              Exhibit 10.5 of DEAC NV Merger Corp.'s Registration Statement on Form
              S-4 (Reg. No. 333-235805), filed with the SEC on April 14, 2020).
  10.12†*       Addendum to License Agreement, between Sports Information Services
              Limited and Crown Gaming Inc., dated as of August 22, 2019
              (incorporated by reference to Exhibit 10.6 of DEAC NV Merger Corp.'s
              Registration Statement on Form S-4 (Reg. No. 333-235805), filed with
              the SEC on April 14, 2020).
  10.13         Amended and Restated Loan and Security Agreement (the ''LSA''),
              dated October 21, 2016, by and between DraftKings Inc. (a Delaware
              corporation) and Pacific Western Bank (incorporated by reference to
              Exhibit 10.7 of DEAC NV Merger Corp.'s Registration Statement on Form
              S-4 (Reg. No. 333-235805), filed with the SEC on April 14, 2020).
  10.14         First Amendment to the LSA, dated July 28, 2017, by and between
              DraftKings Inc. (a Delaware corporation) and Pacific Western Bank
              (incorporated by reference to Exhibit 10.8 of DEAC NV Merger Corp.'s
              Registration Statement on Form S-4 (Reg. No. 333-235805), filed with
              the SEC on April 14, 2020).
  10.15         Second Amendment to the LSA, dated December 28, 2017, by and between
              DraftKings Inc. (a Delaware corporation) and Pacific Western Bank
              (incorporated by reference to Exhibit 10.9 of DEAC NV Merger Corp.'s
              Registration Statement on Form S-4 (Reg. No. 333-235805), filed with
              the SEC on April 14, 2020).
  10.16         Third Amendment and Joinder to the LSA, dated July 3, 2018, by and
              among DraftKings Inc. (a Delaware corporation), Crown Gaming Inc.,
              Crown DFS Inc. and Pacific Western Bank (incorporated by reference to
              Exhibit 10.10 of DEAC NV Merger Corp.'s Registration Statement on Form
              S-4 (Reg. No. 333-235805), filed with the SEC on April 14, 2020).
  10.17         Fourth Amendment to the LSA, dated December 19, 2018, by and among
              DraftKings Inc. (a Delaware corporation), Crown Gaming Inc., Crown DFS
              Inc. and Pacific Western Bank (incorporated by reference to Exhibit
              10.11 of DEAC NV Merger Corp.'s Registration Statement on Form S-4
              (Reg. No. 333-235805), filed with the SEC on April 14, 2020).
  10.18         Fifth Amendment to the LSA, dated March 28, 2019 by and among
              DraftKings Inc. (a Delaware corporation), Crown Gaming Inc., Crown DFS
              Inc. and Pacific Western Bank (incorporated by reference to Exhibit
              10.12 of DEAC NV Merger Corp.'s Registration Statement on Form S-4
              (Reg. No. 333-235805), filed with the SEC on April 14, 2020).
  10.19         Sixth Amendment to the LSA, dated August 15, 2019, by and among
              DraftKings Inc. (a Delaware corporation), Crown Gaming Inc., Crown DFS
              Inc. and Pacific Western Bank (incorporated by reference to Exhibit
              10.13 of DEAC NV Merger Corp.'s Registration Statement on Form S-4
              (Reg. No. 333-235805), filed with the SEC on April 14, 2020).
  10.20         Seventh Amendment to the LSA, dated April 23, 2020, by and among
              DraftKings Inc. (a Nevada corporation), DraftKings Inc. (a Delaware
              corporation), Crown Gaming Inc., Crown DFS Inc. and Pacific Western
              Bank.
  16.1          Letter from WithumSmith+Brown, PC to the SEC, dated April 28,
              2020.
  21.1          List of Subsidiaries
  99.1          Unaudited Pro Forma Condensed Combined Financial Statements of the
              Company at December 31, 2019 and for the year ended December 31,
              2019.

† Certain of the exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5). The Registrant agrees to furnish a copy of all omitted exhibits and schedules to the SEC upon its request.

*Certain portions of this exhibit have been omitted pursuant to Regulation S-K Item 601(b)(10)(iv). The Registrant agrees to furnish an unredacted copy of the exhibit to the SEC upon its request.

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