INITIAL STOCKHOLDER FORFEITURE AGREEMENT
Exhibit 10.13
INITIAL STOCKHOLDER FORFEITURE AGREEMENT
This Initial Stockholder Forfeiture Agreement (this “Agreement”) is entered into as of October 29, 2021, by and among Trident Acquisitions Corp., a Delaware corporation (the “TDAC”), AutoLotto, Inc., a Delaware corporation (the “Company”), and the TDAC’s initial stockholders named on the signature page hereto (the “Holders”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Business Combination Agreement (as defined below).
W I T N E S S E T H:
WHEREAS, the Holders currently collectively hold 5,031,250 shares of Trident Common Stock, which were purchased in a private placement prior to the consummation of TDAC’s initial public offering (the “Founder Shares”);
WHEREAS, the Holders currently collectively hold 1,150,000 units of TDAC, which were purchased in a private placement simultaneously with the consummation of TDAC’s initial public offering, each of which consists of one share of Trident Common Stock (the “Private Shares”) and one warrant (the “Private Warrants”) to purchase one share of Trident Common Stock at an exercise price of $11.50;
WHEREAS, the Founder Shares are currently held in escrow pursuant to the terms of that certain Stock Escrow Agreement, dated May 29, 2018, by and between TDAC, Continental Stock Transfer & Trust Company, LLC, a New York corporation (the “Escrow Agent”), and the Holders;
WHEREAS, on February 21, 2021, TDAC, Trident Merger Sub II Corp., a Delaware corporation and a direct, wholly-owned subsidiary of TDAC, and the Company entered into that certain Business Combination Agreement (the “Business Combination Agreement”); and
WHEREAS, the Holders and TDAC are entering into this Agreement as a material inducement for the Company to consummate the transactions contemplated by the Business Combination Agreement.
NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants herein contained and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows:
| 1. | In connection with and effective immediately prior to the Closing, the number of Founder Shares and Private Shares (collectively, the “Forfeited Shares”) set forth next to each Holder’s name on the signature page hereto shall be automatically (and with no further action by the Holders or TDAC) forfeited by such Holder and cancelled for no consideration (the “Share Forfeiture”) and the Forfeited Shares shall no longer be outstanding at such time and any certificates representing the Forfeited Shares shall be cancelled at such time. The aggregate number of Forfeited Shares shall be determined in accordance with Schedule A hereto. For the avoidance of doubt, in no event shall the aggregate number of Forfeited Shares be less than 561,932 or greater than 3,090,625. |
| 2. | In connection with and effective immediately prior to the Closing, all of the Private Warrants shall be automatically (and with no further action by the Holders or TDAC) forfeited by the Holders and cancelled for no consideration (the “Warrant Forfeiture”) and all of the Private Warrants shall no longer be outstanding at such time and any certificates representing the Private Warrants shall be cancelled at such time. |
| 3. | To effect the Share Forfeiture and the Warrant Forfeiture, in connection with and immediately prior to the Closing: |
| (a) | the Holders shall be automatically deemed to have irrevocably transferred and surrender the Forfeited Shares and the Private Warrants to TDAC for cancellation and in exchange for no consideration; |
| (b) | TDAC shall immediately retire, extinguish and cancel all of the Forfeited Shares and the Private Warrants and any certificates representing such Forfeited Shares and Private Warrants (and shall direct the Escrow Agent and TDAC’s transfer agent (or such other intermediaries as appropriate) to take any and all such actions incident thereto); and |
| (c) | each Holder and TDAC shall take such actions as are necessary or desirable to cause the Forfeited Shares and the Private Warrants to be retired and cancelled, after which the Forfeited Shares and the Private Warrants shall no longer be issued, outstanding, convertible, or exercisable, and the Holders and TDAC shall provide the Company with evidence that such retirement and cancellation has occurred. |
| 4. | The Holders hereby represent and warrant to the Company, as of the date hereof and as of the Closing, that the Holders own, and hold of record, all of the Forfeited Shares and the Private Warrants, free and clear of all Liens and other obligations in respect of the Forfeited Shares and Private Warrants. |
| 5. | No party hereto may assign either this Agreement or any of its rights, interests, or obligations hereunder without the prior written consent of each of the other parties hereto. Any purported assignment in violation of this paragraph shall be void and ineffectual and shall not operate to transfer or assign any interest or title to the purported assignee. This Agreement shall be binding on TDAC, the Holders, the Company, and their respective heirs, legal representatives, successors and assigns. |
| 6. | Each Holder that is not a natural person hereby represents and warrants that it is duly organized, validly existing and in good standing under the laws of its jurisdiction in which it is incorporated, formed, organized or constituted, and the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby are within such Holder’s corporate, limited liability company or organizational powers and have been duly authorized by all necessary corporate, limited liability company or organizational actions on the part of such Holder. Each Holder that is an individual hereby represents and warrants that such Holder has full legal capacity, right and authority to execute and deliver this Agreement and to perform his or her obligations hereunder. This Agreement has been duly executed and delivered by such Holder and, assuming due authorization, execution and delivery by the other parties to this Agreement, this Agreement constitutes a legally valid and binding obligation of such Holder, enforceable against such Holder in accordance with the terms hereof. |
| 6. | Any notice, consent, or request to be given in connection with any of the terms or provisions of this Agreement shall be deemed given: (a) on the date established by the sender as having been delivered personally; (b) one Business Day after being sent by a nationally recognized overnight courier guaranteeing overnight delivery; (c) on the date delivered, if delivered by email, with confirmation of transmission; or (d) on the fifth Business Day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Such communications, to be valid, must be addressed as follows:. |
If to the Holders:
c/o Trident Acquisitions Corp.
One Liberty Plaza,
000 Xxxxxxxx Xx, 00xx Xxxxx,
Xxx Xxxx, XX 00000
Attention: Xxxxx Xxxxxxxxxx
E-mail: xxxxxxxxxxx@xxxxxxxxxxxxxxxxxxx.xxx
with a copy (which shall not constitute notice) to:
Loeb & Loeb LLP
000 Xxxx Xxxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxx X. Xxxxxx, Esq.
Email: xxxxxxx@xxxx.xxx
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If to the Company:
AutoLotto, Inc.
00000 Xxxxx Xxx 00 X, Xxxx X
Xxxxxxxxx, XX, 00000
Attention: Xxxx XxXxxxxx
Email: xxxx@xxxxxxx.xxx
with a copy (which shall not constitute notice) to:
White& Case LLP
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, XX 00000-0000
Attention: Xxxxxxx X. Xxxxx, Esq.
Email: xxxxxxx.xxxxx@xxxxxxxxx.xxx
| 7. | This Agreement shall immediately terminate, without any further action by the parties hereto, at such time, if at all, that the Business Combination Agreement is terminated in accordance with its terms. |
| 8. | Section 8.1 (Amendment and Waiver), Section 8.5 (Severability), Section 8.7 (Entire Agreement), Section 8.8 (Counterparts; Electronic Delivery), and Section 8.9 (Governing Law; Waiver of Jury Trial; Jurisdiction) of the Business Combination Agreement are hereby incorporated into this Agreement, mutatis mutandis, as though set out in their entirety in this paragraph 8. |
[Signature pages to follow]
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In Witness Whereof, this Agreement has been duly executed and delivered by each Party as of the date first above written.
| Trident Acquisitions Corp. | ||
| By: | /s/ Xxxxx Xxxxxxxxxx | |
| Name: | Xxxxx Xxxxxxxxxx | |
| Title: | Chief Executive Officer | |
| AutoLotto, Inc. | ||
| By: | /s/ Xxxxxxx Xxxxx Xxxxxxxxx | |
| Name: | Xxxxxxx Xxxxx Xxxxxxxxx | |
| Title: | Chief Commercial Officer | |
| Holders: | ||
| /s/ Xxxxx Xxxxxxxxxx | ||
| Xxxxx Xxxxxxxxxx | ||
| Forfeited Founder Shares: 9,087 | ||
| /s/ Xxxxx Xxxxxxxxx | ||
| Xxxxx Xxxxxxxxx | ||
| Forfeited Founder Shares: 18,169 | ||
| /s/ Xxxxxxxx Xxxxxxxxxxx | ||
| Xxxxxxxx Xxxxxxxxxxx | ||
| Forfeited Founder Shares: 1,022 | ||
| /s/ Xxxxxxx Xxxxxxxxx | ||
| Xxxxxxx Xxxxxxxxx | ||
| Forfeited Founder Shares: 18,182 | ||
| /s/ Timur Alasania | ||
| Timur Alasania | ||
| Forfeited Founder Shares: 1,364 | ||
| /s/ Xxxxxx Xxxxxxxxx | ||
| Xxxxxx Xxxxxxxxx | ||
| Forfeited Founder Shares: 4,091 | ||
| /s/ Xxxxxx Xxxxxxxx | ||
| Xxxxxx Xxxxxxxx | ||
| Forfeited Founder Shares: 4,091 | ||
| /s/ Elksii Tymofiev | ||
| Elksii Tymofiev | ||
| Forfeited Founder Shares: | ||
| /s/ Xxxxxx X. Verona | ||
| Xxxxxx X. Verona | ||
| Forfeited Founder Shares: 4,545 | ||
| Atidan Ventures LLC | ||
| Forfeited Founder Shares: 2,727 | ||
| By: | /s/ Xxxxxx Xxxxxx | |
| Name: | Xxxxxx Xxxxxx | |
| Title: | Director | |
[TDAC__Signature Page to Forfeiture Agreement]
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| BGV Investments Limited | ||
| Forfeited Founder Shares: 183,636 | ||
| By: | /s/ O. Naumyk | |
| Name: | O. Naumyk | |
| Title: | Director | |
| Brandleader OU | ||
| Forfeited Founder Shares: 4,727 | ||
| By: | /s/ Viktoriia Tushishvili | |
| Name: | Viktoriia Tushishvili | |
| Title: | ||
| Channingwick Limited | ||
| Forfeited Founder Shares: 90,909 | ||
| By: | /s/ Xxxxxx Xxxxxxxxx | |
| Name: | Xxxxxx Xxxxxxxxx | |
| Title: | ||
| Eastpower OU | ||
| Forfeited Founder Shares: 69,078 | ||
| By: | /s/ Xxxx Xxxxxxxxx | |
| Name: | Xxxx Xxxxxxxxx | |
| Title: | CEO | |
| Fabiner Ltd | ||
| Forfeited Founder Shares: 1,364 | ||
| By: | /s/ Xxxxxx Xxxxxxxx | |
| Name: | Xxxxxx Xxxxxxxx | |
| Title: | Director | |
| Fivestar OU | ||
| Forfeited Founder Shares: 30,909 | ||
| By: | /s/ Xxxx Xxxxxxxxx | |
| Name: | Xxxx Xxxxxxxxx | |
| Title: | CEO | |
| Floco Ventures LLC | ||
| Forfeited Founder Shares: 18,182 | ||
| By: | /s/ Xxxxx Xxxxx | |
| Name: | Xxxxx Xxxxx | |
| Title: | Manager | |
| KN Consulting Inc. | ||
| Forfeited Founder Shares: 12,273 | ||
| By: | /s/ Xxxxx Xxxxx | |
| Name: | Xxxxx Xxxxx | |
| Title: | President | |
| Lake Street Fund LP | ||
| Forfeited Founder Shares: 10,000 | ||
| By: | /s/ Xxxxxx Xx | |
| Name: | Xxxxxx Xx | |
| Title: | Managing Director | |
[TDAC__Signature Page to Forfeiture Agreement]
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| Mount Xxxxxx Global Fund LP | ||
| Forfeited Founder Shares: 2,727 | ||
| By: | /s/ Xxxxxx Xx | |
| Name: | Xxxxxx Xx | |
| Title: | Managing Director | |
| Multilux OU | ||
| Forfeited Founder Shares: 37,273 | ||
| By: | /s/ Viktoriia Tushishvili | |
| Name: | Viktoriia Tushishvili | |
| Title: | ||
| Noretor OU | ||
| Forfeited Founder Shares: 9,091 | ||
| By: | /s/ Xxxxxxx Xxxxxxxxx | |
| Name: | Xxxxxxx Xxxxxxxxx | |
| Title: | ||
| Suncroft Company S.A | ||
| Forfeited Founder Shares: 5,305 | ||
| By: | /s/ Christakis Komazis | |
| Name: | Christakis Komazis | |
| Title: | Director | |
| Victoria Invest, LLC | ||
| Forfeited Founder Shares: 9,091 | ||
| By: | /s/ Viktoriia Tushishvili | |
| Name: | Viktoriia Tushishvili | |
| Title: | ||
| Victoria Finance OU | ||
| Forfeited Founder Shares: 18,182 | ||
| By: | /s/ Xxxxxxxx Xxxxxxxxxxx | |
| Name: | Xxxxxxxx Xxxxxxxxxxx | |
| Title: | ||
[TDAC__Signature Page to Forfeiture Agreement]
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