DRAG ALONG NOTICE
FanDuel Limited
c/o Shepherd and Wedderburn LLP
1 Exchange Crescent
Conference Square
Edinburgh EH3 8UL
For the attention of the Directors
Date: June 30, 2018
Dear Sirs / Madams
Drag Along Notice
1.
On June 30, 2018, PandaCo Inc. made an offer (the Offer) to acquire the entire issued
share capital of FanDuel Limited in return for the consideration set out in such Offer.
2.
We, the undersigned, constitute Dragging Shareholders for the purposes of the articles
of association of FanDuel Limited (the Articles) and confirm that we have irrevocably
accepted the Offer.
3.
In accordance with article 78.2 of the Articles, we hereby confirm that:
(a)
the Drag Along Right is being exercised by us;
(b)
in the event a FanDuel Stockholder (as defined in the Offer) has not accepted the
Offer and delivered a duly executed Form of Acceptance (as defined in the Offer)
prior to Completion, we will appoint an agent to execute all documents and to take all
such actions as are necessary to give full effect to the terms of the Offer with respect
to such FanDuel Stockholder; and
(c)
subject to the satisfaction or waiver of the conditions to Completion, as noted in the
Offer, Completion is currently anticipated to occur at 12:01 a.m., Los Angeles time
on July 10, 2018 at the offices of Blank Rome LLP, 2029 Century Park East, 6th
Floor, Los Angeles, CA 90067; in any event, Completion will occur at a time and
place not earlier than completion of the purchase of our shares in the capital of
FanDuel Limited pursuant to the Offer.
Please note that while the terms of the Offer state that, subject to the terms thereof, the Offer
shall remain open until August 1, 2018, our acceptance of the Offer and exercise of the Drag
Along Right entitles us to require each FanDuel Stockholder to accept the Offer and permit
Completion prior to such date.



__________________
Shamrock Capital Growth Fund III (FD), LP