Exhibit 10.4


 


Ault Disruptive Technologies Corporation


11411 Southern Highlands Parkway, Suite 240


Las Vegas, Nevada 89141


February 23, 2021


 


Ault Disruptive Technologies Company, LLC


11411 Southern Highlands Parkway, Suite 240


Las Vegas, Nevada 89141


 


RE: Subscription Agreement for Founder Shares


 


Ladies and Gentlemen:


 


We are pleased to accept
the offer Ault Disruptive Technologies Company, LLC (the “Subscriber” or “you”) has
made to purchase 2,875,000 shares (“Founder Shares”) of the common stock, $.001 par value per share (“Common
Stock”), of Ault Disruptive Technologies Corporation, a Delaware corporation (the “Company”),
up to 375,000 of which are subject to forfeiture by you if the underwriters of the proposed initial public offering (“IPO”)
of the Company pursuant to the registration statement on Form S-1 expected to be filed by the Company in connection with the IPO (the
“Registration Statement”) do not fully exercise their over-allotment option (the “Over-allotment
Option”) as described below. The terms (this “Agreement”) on which the Company is willing to sell
the Founder Shares to the Subscriber, and the Company and the Subscriber’s agreements regarding such Founder Shares, are as follows:


 


1. Purchase of Founder
Shares. For the sum of $25,000.00 (the “Purchase Price”), which the Company acknowledges receiving in cash,
the Company hereby sells and issues the Founder Shares to the Subscriber, and the Subscriber hereby purchases the Founder Shares from
the Company, subject to the forfeiture provisions of Section 3 below, on the terms and subject to the conditions set forth in this
Agreement. Concurrently with the Subscriber’s execution of this Agreement, the Company shall, at its option, deliver to the Subscriber
a certificate registered in the Subscriber’s name representing the Founder Shares, or effect such delivery in book-entry form.


 


2. Representations, Warranties
and Agreements.


 


2.1. The Subscriber’s
Representations, Warranties and Agreements. To induce the Company to issue the Founder Shares to the Subscriber, the Subscriber hereby
represents and warrants to the Company and agrees with the Company as follows:


 


2.1.1. No Government Recommendation
or Approval. The Subscriber understands that no federal or state agency has passed upon or made any recommendation or endorsement
of the offering of the Founder Shares.


 


2.1.2. No Conflicts.
The execution, delivery and performance of this Agreement and the consummation by the Subscriber of the transactions contemplated hereby
do not violate, conflict with or constitute a default under (i) the formation and governing documents of the Subscriber, (ii) any
agreement, indenture or instrument to which the Subscriber is a party, (iii) any law, statute, rule or regulation to which the Subscriber
is subject, or (iv) any agreement, order, judgment or decree to which the Subscriber is subject.


 



    	 	 	 



    	 



    

 


2.1.3. Organization and
Authority. The Subscriber is a Delaware limited liability company, validly existing and in good standing under the laws of Delaware
and possesses all requisite power and authority necessary to carry out the transactions contemplated by this Agreement. Upon execution
and delivery by you, this Agreement will be a legal, valid and binding agreement of the Subscriber, enforceable against the Subscriber
in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance
or similar laws affecting the enforcement of creditors’ rights generally and subject to general principles of equity (regardless
of whether enforcement is sought in a proceeding at law or in equity).


 


2.1.4. Experience, Financial
Capability and Suitability. The Subscriber is: (i) sophisticated in financial matters and is able to evaluate the risks and benefits
of the investment in the Founder Shares and (ii) able to bear the economic risk of its investment in the Founder Shares for an indefinite
period of time because the Founder Shares have not been registered under the Securities Act (as defined below) and therefore cannot be
resold unless such transaction is registered under the Securities Act or an exemption from such registration is available. The Subscriber
is capable of evaluating the merits and risks of its investment in the Company and has the capacity to protect its own interests. The
Subscriber must bear the economic risk of this investment until the Founder Shares are sold pursuant to: (x) an effective registration
statement under the Securities Act or (y) an exemption from registration available with respect to such sale. The Subscriber is able
to bear the economic risks of an investment in the Founder Shares and to afford a complete loss of the Subscriber’s investment in
the Founder Shares.


 


2.1.5. Access to Information;
Independent Investigation. Prior to the execution of this Agreement, the Subscriber has had the opportunity to ask questions of and
receive answers from representatives of the Company concerning an investment in the Company, as well as the finances, operations, business
and prospects of the Company, and the opportunity to obtain additional information to verify the accuracy of all information so obtained.
In determining whether to make this investment, the Subscriber has relied solely on the Subscriber’s own knowledge and understanding
of the Company and its business based upon the Subscriber’s own due diligence investigation and the information furnished pursuant
to this paragraph. The Subscriber understands that no person has been authorized to give any information or to make any representations
which were not furnished pursuant to this Section 2, and the Subscriber has not relied on any other representations or information
in making its investment decision, whether written or oral, relating to the Company, its operations or its prospects.


 


2.1.6. Offering.
The Subscriber represents that it is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D promulgated
under the Securities Act of 1933, as amended (the “Securities Act”), and acknowledges the sale contemplated
hereby is being made in reliance on Section 4(a)(2) under the Securities Act.


 


2.1.7. Investment Purposes.
The Subscriber is purchasing the Founder Shares solely for investment purposes, for the Subscriber’s own account and not for the
account or benefit of any other person, and not with a view towards the distribution or dissemination thereof. The Subscriber did not
enter into this Agreement as a result of any general solicitation or general advertising within the meaning of Rule 502 of Regulation
D under the Securities Act.


 


2.1.8. Restrictions on
Transfer; Shell Company. The Subscriber understands the Founder Shares are being offered in a transaction not involving a public offering
within the meaning of the Securities Act. The Subscriber understands the Founder Shares will be “restricted securities” as
defined in Rule 144(a)(3) under the Securities Act and the Subscriber understands that any certificate or book entries representing the
Founder Shares will contain a legend in respect of such restrictions. If in the future the Subscriber decides to offer, resell, pledge
or otherwise transfer the Founder Shares, such Founder Shares may be offered, resold, pledged or otherwise transferred only in accordance
with the provisions of Section 5 hereof. The Subscriber agrees that if any transfer of its Founder Shares or any interest therein
is proposed to be made, as a condition precedent to any such transfer, the Subscriber may be required to deliver to the Company an opinion
of counsel satisfactory to the Company. Absent registration under the Securities Act or an exemption therefrom, the Subscriber agrees
not to resell the Founder Shares. The Subscriber further acknowledges that because the Company is a shell company, Rule 144 may not be
available to the Subscriber for the resale of the Founder Shares until at least one year following consummation of the initial business
combination of the Company, despite technical compliance with the certain requirements of Rule 144 and the release or waiver of any contractual
transfer restrictions.


 



    	 	 	 



    	 



    

 


2.1.9. No Governmental
Consents. No governmental, administrative or other third party consents or approvals are required, necessary or appropriate on the
part of the Subscriber in connection with the transactions contemplated by this Agreement.


 


2.2. Company’s Representations,
Warranties and Agreements. To induce the Subscriber to purchase the Founder Shares, the Company hereby represents and warrants to
the Subscriber and agrees with the Subscriber as follows:


 


2.2.1. Organization and
Corporate Power. The Company is a Delaware corporation and is qualified to do business in every jurisdiction in which the failure
to so qualify would reasonably be expected to have a material adverse effect on the financial condition, operating results or assets of
the Company. The Company possesses all requisite corporate power and authority necessary to carry out the transactions contemplated by
this Agreement.


 


2.2.2. No Conflicts.
The execution, delivery and performance of this Agreement and the consummation by the Company of the transactions contemplated hereby
do not violate, conflict with or constitute a default under (i) the Certificate of Incorporation or Bylaws of the Company, (ii) any
agreement, indenture or instrument to which the Company is a party, (iii) any law, statute, rule or regulation to which the Company
is subject, or (iv) any agreement, order, judgment or decree to which the Company is subject.


 


2.2.3. Title to Securities.
Upon issuance in accordance with, and payment pursuant to, the terms hereof, the Founder Shares will be duly and validly issued, fully
paid and nonassessable. Upon issuance in accordance with, and payment pursuant to, the terms hereof the Subscriber will have or receive
good title to the Founder Shares, free and clear of all liens, claims and encumbrances of any kind, other than (a) transfer restrictions
hereunder and other agreements to which the Founder Shares may be subject which have been notified to the Subscriber in writing, (b) transfer
restrictions under federal and state securities laws, and (c) liens, claims or encumbrances imposed due to the actions of the Subscriber.


 


2.2.4. No Adverse Actions.
There are no actions, suits, investigations or proceedings pending, threatened against or affecting the Company which: (i) seek to
restrain, enjoin, prevent the consummation of or otherwise affect the transactions contemplated by this Agreement or (ii) question
the validity or legality of any transactions or seek to recover damages or to obtain other relief in connection with any transactions.


 


3. Forfeiture of Founder
Shares.


 


3.1. Partial or No Exercise
of the Over-allotment Option. In the event the Over-allotment Option granted to the underwriters of the IPO is not exercised in full,
the Subscriber acknowledges and agrees that it (and, if applicable, any transferee of Shares) shall automatically forfeit at the time
such Over-allotment Option expires (or earlier if the underwriters of the IPO waive their ability to exercise such Over-allotment Option)
any and all rights to such number of Founder Shares (up to an aggregate of 375,000 Founder Shares and pro rata based upon the percentage
of the Over-allotment Option exercised) such that immediately following such forfeiture, the Subscriber (and any such transferees), collectively
with all other initial stockholders of the Company prior to the IPO, will own an aggregate number of Founder Shares equal to 20% of the
total number of shares of Common Stock issued in the IPO.


 



    	 	 	 



    	 



    

 


3.2. Termination of Rights
as Stockholder. If any of the Founder Shares are forfeited in accordance with this Section 3, then after such time the Subscriber
(or its successor in interest), shall no longer have any rights as a holder of such forfeited Founder Shares, and the Company shall take
such action as is appropriate to cancel such forfeited Founder Shares.


 


3.3. Share Certificates.
In the event an adjustment to any certificate representing the Founder Shares purchased pursuant hereto is required pursuant to this Section 3,
then the Subscriber shall return such certificate to the Company or its designated agent as soon as practicable upon its receipt of notice
from the Company advising the Subscriber of such adjustment, following which a new certificate shall be issued in such amount representing
the adjusted number of Founder Shares held by the Subscriber. Such new certificate, if any, shall be returned to the Subscriber as soon
as practicable. Any such adjustment for any uncertificated securities held by the Subscriber shall be made in book-entry form.


 


4. Waiver of Liquidation
Distributions; Redemption Rights. In connection with the Founder Shares purchased pursuant to this Agreement, the Subscriber hereby
waives any and all right, title, interest or claim of any kind in or to any distributions by the Company from the trust account which
will be established for the benefit of the Company’s public stockholders and into which substantially all of the proceeds of the
IPO will be deposited (the “Trust Account”), in the event of a liquidation of the Company upon the Company’s
failure to timely complete an initial business combination. For purposes of clarity, in the event the Subscriber purchases securities
in the IPO or securities of the Company issued in the IPO in the aftermarket, any additional Common Stock so purchased shall be eligible
to receive any liquidating distributions from the Trust Account by the Company. However, in no event will the Subscriber have the right
to redeem any shares of Common Stock into funds held in the Trust Account upon the successful completion of an initial business combination.


 


5. Restrictions on Transfer.


 


5.1. Securities Law Restrictions.
The Subscriber agrees not to sell, transfer, pledge, hypothecate or otherwise dispose of all or any part of the Founder Shares unless,
prior thereto (a) a registration statement on the appropriate form under the Securities Act and applicable state securities laws
with respect to the Founder Shares proposed to be transferred shall then be effective or (b) the Company has received an opinion
from counsel reasonably satisfactory to the Company, that such registration is not required because such transaction is exempt from registration
under the Securities Act and the rules promulgated by the Securities and Exchange Commission thereunder and with all applicable state
securities laws.


 


5.2. Reserved.


 


5.3. Restrictive Legends.
All certificates representing the Founder Shares shall have endorsed thereon legends substantially as follows:


 


“THE SECURITIES REPRESENTED HEREBY HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST
THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER
SUCH ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL (IF THE COMPANY
SO REQUESTS), IS AVAILABLE.”


 



    	 	 	 



    	 



    

 


“THE SECURITIES REPRESENTED BY THIS
CERTIFICATE ARE SUBJECT TO FORFEITURE PURSUANT TO THE SUBSCRIPTION AGREEMENT FOR FOUNDER SHARES DATED FEBRUARY 23, 2021.”


 


5.4. Additional Founder
Shares or Substituted Securities. In the event of the declaration of a stock dividend, the declaration of a special dividend payable
in a form other than Common Stock, a spin-off, a stock split, an adjustment in conversion ratio, a recapitalization or a similar transaction
affecting the Company’s outstanding Common Stock without receipt of consideration, any new, substituted or additional securities
or other property which are by reason of such transaction distributed with respect to any Founder Shares subject to this Section 5
or into which such Founder Shares thereby become convertible shall immediately be subject to this Section 5 and Section 3. Appropriate
adjustments to reflect the distribution of such securities or property shall be made to the number or class of Founder Shares subject
to this Section 5 and Section 3.


 


5.5. Registration Rights.
The Subscriber acknowledges that the Founder Shares are being purchased pursuant to an exemption from the registration requirements of
the Securities Act and will become freely tradable only after certain conditions are met or they are registered pursuant to a registration
rights agreement to be entered into with the Company prior to the closing of the IPO (the “Registration Rights Agreement”).


 


6. Other Agreements.


 


6.1. Further Assurances.
The Subscriber agrees to execute such further instruments and to take such further action as may reasonably be necessary to carry out
the intent of this Agreement.


 


6.2. Notices. All
notices, statements or other documents which are required or contemplated by this Agreement shall be in writing and delivered: (i) personally
or sent by first class registered or certified mail, overnight courier service or electronic transmission to the address designated in
writing, or (ii) by electronic mail, to the electronic mail address most recently provided to such party or such other electronic mail
address as may be designated in writing by such party. Any notice or other communication so transmitted shall be deemed to have been given
on the day of delivery, if delivered personally, on the business day following receipt of written confirmation, if sent by electronic
transmission, one (1) business day after delivery to an overnight courier service or five (5) days after mailing if sent by
mail.


 


6.3. Entire Agreement.
This Agreement, together with the Registration Rights Agreement, each substantially in the form to be filed as an exhibit to the Registration
Statement, embodies the entire agreement and understanding between the Subscriber and the Company with respect to the subject matter hereof
and supersedes all prior oral or written agreements and understandings relating to the subject matter hereof. No statement, representation,
warranty, covenant or agreement of any kind not expressly set forth in this Agreement shall affect, or be used to interpret, change or
restrict, the express terms and provisions of this Agreement.


 


6.4. Modifications and
Amendments. The terms and provisions of this Agreement may be modified or amended only by written agreement executed by all parties
hereto.


 


6.5. Waivers and Consents.
The terms and provisions of this Agreement may be waived, or consent for the departure therefrom granted, only by written document executed
by the party entitled to the benefits of such terms or provisions. No such waiver or consent shall be deemed to be or shall constitute
a waiver or consent with respect to any other terms or provisions of this Agreement, whether or not similar. Each such waiver or consent
shall be effective only in the specific instance and for the purpose for which it was given, and shall not constitute a continuing waiver
or consent.


 



    	 	 	 



    	 



    

 


6.6. Assignment. The
rights and obligations under this Agreement may not be assigned by either party hereto without the prior written consent of the other
party.


 


6.7. Benefit. All
statements, representations, warranties, covenants and agreements in this Agreement shall be binding on the parties hereto and shall inure
to the benefit of the respective successors and permitted assigns of each party hereto. Nothing in this Agreement shall be construed to
create any rights or obligations except among the parties hereto, and no person or entity shall be regarded as a third-party beneficiary
of this Agreement.


 


6.8. Governing Law.
This Agreement and the rights and obligations of the parties hereunder shall be construed in accordance with and governed by the laws
of Delaware applicable to contracts wholly performed within the borders of such state.


 


6.9. Severability.
In the event that any court of competent jurisdiction shall determine that any provision, or any portion thereof, contained in this Agreement
shall be unreasonable or unenforceable in any respect, then such provision shall be deemed limited to the extent that such court deems
it reasonable and enforceable, and as so limited shall remain in full force and effect. In the event that such court shall deem any such
provision, or portion thereof, wholly unenforceable, the remaining provisions of this Agreement shall nevertheless remain in full force
and effect.


 


6.10. No Waiver of Rights,
Powers and Remedies. No failure or delay by a party hereto in exercising any right, power or remedy under this Agreement, and no course
of dealing between the parties hereto, shall operate as a waiver of any such right, power or remedy of such party. No single or partial
exercise of any right, power or remedy under this Agreement by a party hereto, nor any abandonment or discontinuance of steps to enforce
any such right, power or remedy, shall preclude such party from any other or further exercise thereof or the exercise of any other right,
power or remedy hereunder. The election of any remedy by a party hereto shall not constitute a waiver of the right of such party to pursue
other available remedies. No notice to or demand on a party not expressly required under this Agreement shall entitle the party receiving
such notice or demand to any other or further notice or demand in similar or other circumstances or constitute a waiver of the rights
of the party giving such notice or demand to any other or further action in any circumstances without such notice or demand.


 


6.11. Survival of Representations
and Warranties. All representations and warranties made by the parties hereto in this Agreement or in any other agreement, certificate
or instrument provided for or contemplated hereby, shall survive the execution and delivery hereof and any investigations made by or on
behalf of the parties.


 


6.12. No Broker or Finder.
Each of the parties hereto represents and warrants to the other that no broker, finder or other financial consultant has acted on its
behalf in connection with this Agreement or the transactions contemplated hereby in such a way as to create any liability on the other.
Each of the parties hereto agrees to indemnify and hold the other harmless from any claim or demand for commission or other compensation
by any broker, finder, financial consultant or similar agent claiming to have been employed by or on behalf of such party and to bear
the cost of legal expenses incurred in defending against any such claim.


 



    	 	 	 



    	 



    

 


6.13. Headings and Captions.
The headings and captions of the various sections of this Agreement are for convenience of reference only and shall in no way modify or
affect the meaning or construction of any of the terms or provisions hereof.


 


6.14. Counterparts.
This Agreement may be executed in one or more counterparts, all of which when taken together shall be considered one and the same agreement
and shall become effective when counterparts have been signed by each party and delivered to the other party, it being understood that
both parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission or any other form
of electronic delivery, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature
is executed) with the same force and effect as if such signature page were an original thereof.


 


6.15. Construction.
The words “include,” “includes,” and “including” will be deemed to be followed
by “without limitation.” Pronouns in masculine, feminine, and neuter genders will be construed to include any other
gender, and words in the singular form will be construed to include the plural and vice versa, unless the context otherwise requires.
The words “this Agreement,” “herein,” “hereof,” “hereby,”
“hereunder,” and words of similar import refer to this Agreement as a whole and not to any particular section unless
expressly so limited. The parties hereto intend that each representation, warranty, and covenant contained herein will have independent
significance. If any party hereto has breached any representation, warranty, or covenant contained herein in any respect, the fact that
there exists another representation, warranty or covenant relating to the same subject matter (regardless of the relative levels of specificity)
which such party hereto has not breached will not detract from or mitigate the fact that such party hereto is in breach of the first representation,
warranty, or covenant.


 


6.16. Mutual Drafting.
This Agreement is the joint product of the Subscriber and the Company and each provision hereof has been subject to the mutual consultation,
negotiation and agreement of such parties and shall not be construed for or against any party hereto.


 


7. Voting and Redemption
of Founder Shares. The Subscriber agrees to vote the Founder Shares in favor of an initial business combination that the Company negotiates
and submits for approval to the Company’s stockholders.


 


8. Indemnification.
Each party shall indemnify the other against any loss, cost or damages (including reasonable attorneys’ fees and expenses) incurred
as a result of such party’s breach of any representation, warranty, covenant or agreement in this Agreement.


 


 


[Signature Page Follows]


 



    	 	 	 



    	 



    

 


If the foregoing accurately sets forth our understanding
and agreement, please sign the enclosed copy of this Agreement and return it to us.


 


	 	Very truly yours,
	 	 
	 	AULT DISRUPTIVE TECHNOLOGIES CORPORATION
	 	 
	 	By:	
    /s/ Henry Nisser

	 	 	Name:	Henry Nisser
	 	 	Title:	President


 


 


Accepted and agreed this 23rd day of February, 2021.    


 


	AULT DISRUPTIVE TECHNOLOGIES COMPANY, LLC
	 	
   
	By:	
    /s/ Henry Nisser

	 	Name:	Henry Nisser
	 	Title:	Manager


 


 


Signature Page to Subscription Agreement for Founder Shares