Exhibit 10.4


 


[COMPANY LETTERHEAD]


 


February 21, 2021


 


Matt Clemenson


 


By E-mail


 


		Re:	Employment Agreement



 


Dear Mr. Clemenson:


 


Pursuant to that certain Business Combination
Agreement (the “BCA”), dated February 21, 2021, by and among Trident Acquisitions Corp., a Delaware corporation (“Trident”),
Trident Merger Sub II Corp., a Delaware corporation and a wholly-owned subsidiary of Trident (“Merger Sub”), and AutoLotto,
Inc., a Delaware corporation (“AutoLotto”), Merger Sub intends to merge with and into AutoLotto with AutoLotto surviving
the merger on the Closing Date (as such term is in defined the BCA). AutoLotto desires to have you employed by AutoLotto and any publicly-traded
parent entity of the Company, to the extent applicable (such parent and AutoLotto, collectively are referred to as the “Company”),
to be effective as of the first business day immediately following the Closing Date (the “Start Date”).


 


In consideration of the mutual covenants and agreements
set forth in this employment letter agreement (this “Agreement”) and for good and valuable consideration, the receipt
of which is hereby acknowledged, you and the Company (each individually a “party” and collectively the “parties”),
each intending to be legally bound hereby, agree as follows:


 


		1.	Title; Function; Duties: You will serve as the Chief Commercial Officer of the Company (the Company
and its subsidiaries and controlled affiliates are collectively referred to herein as the “Company Group”), and you
shall report to the Board of Directors of the Company (the “Board”). You shall have the duties and responsibilities
commensurate with your position and any other duties and responsibilities as may from time to time be reasonably assigned to you by the
Board.



 


You shall serve the Company Group faithfully
and to the best of your ability and shall devote your full time, energy, experience and talents to the business of the Company Group;
provided, that you may manage your personal investments or to engage in or serve such civic, community, charitable, educational,
or religious organizations as you may select, so long as such service does not create a conflict of interest with, or interfere with the
performance of, your duties hereunder or conflict with any of your other obligations to the Company Group.


 


		2.	Term of Employment: Your term of employment with the Company hereunder commences on the Start Date
and will continue until the fifth (5th) anniversary of the Start Date (the “Initial Term”),
unless your employment ceases as provided in Section 4. The term of your employment will extend automatically thereafter from year to
year, unless your employment ceases as provided in Section 4 (any extension beyond the Initial Term is referred to herein as a “Renewal
Term,” and, collectively, the Initial Term and any Renewal Terms, are referred to herein as the “Employment Term”).



 


		3.	Compensation; Expenses:



 


a. Base
Salary. During the Employment Term, you will receive a base salary at the rate of $500,000 per year (such amount, subject to
upward adjustment by the Company from time to time, the “Base Salary”), payable in accordance with the
Company’s regular payroll practices. Your position is classified as exempt and, therefore, you are not eligible to receive
payment for overtime.


 






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b. Annual
Bonus. You will be eligible to receive, on an annual basis, a performance-based bonus payment up to 50% of your Base Salary (pro-rated
for any partial calendar years of employment) as determined by the Board in its sole discretion (the “Annual Bonus”).
Payment of such Annual Bonus will be contingent on your continued employment on the payment date of such Annual Bonus, except as otherwise
provided in Section 4.


 


c. Business
Expenses. You will be reimbursed for reasonable business expenses actually incurred by you in connection with your employment in accordance
with the Company’s expense reimbursement policies (including the requirement to provide appropriate documentation of such expenses),
as in effect from time to time.


 


d. Paid
Time Off. You will be eligible for paid time off days subject to and in accordance with the Company’s paid time off policies
as in effect from time to time.


 


e. Benefits.
You may continue to participate in benefit plans offered by the Company, from time to time, including a group health insurance plan, subject
to the terms and conditions of the applicable plan documents (including any eligibility and vesting requirements).


 


		4.	Termination/Resignation of Employment:



 


a. Your
employment hereunder may be terminated at any time (i) by you for any reason upon sixty (60) days’ written notice, (ii) by the Company
without Cause or as a result of your Disability, (iii) by you for Good Reason, (iv) by the Company for Cause or (v) without any action
by either party, immediately upon your death. With respect to the notice period pursuant to clause (i) of the immediately preceding sentence,
the Company may in its sole discretion (i) place you on a paid, non-working, garden leave during some or all of such notice period (and,
for the avoidance of doubt, relieve you of your title and duties during such period), and/or (ii) waive such notice, in whole or in part,
by accelerating your termination date and paying your Base Salary in lieu of the portion of the notice period waived by the Company and
without affecting the voluntary nature of your termination.


 


b. If
your employment is terminated for any reason, you shall receive (i) payment of any accrued but unpaid Base Salary through the last day
of your employment, (ii) payment for any accrued but unused paid time off days, (iii) any vested employee benefits covered by the Employee
Retirement Income Security Act of 1974, as amended, to which you are entitled upon termination of your employment with the Company in
accordance with the terms and conditions of the applicable plans of the Company, as applicable, and (iv) reimbursement for any unreimbursed
business expenses incurred by you on or prior to your last date of employment with the Company pursuant to Section 3. The Company shall
have no further obligations to you pursuant to this Agreement or otherwise in connection with the termination of your employment, other
than as expressly set forth in this Section 4 or as required by law. You acknowledge and agree that, except as specifically described
in this Section 4 or as otherwise required by law, all of your rights to any compensation, benefits, bonuses or severance from the Company
Group will cease upon termination of your employment and that you will have no further rights to any payments or benefits pursuant to
this Agreement or otherwise in connection with the termination of your employment.


 






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c. Subject to
your execution of a separation and general release agreement in a form mutually satisfactory to you and the Company and such
agreement becoming fully irrevocable within sixty (60) days following the last date of your employment with the Company (the
“Release Execution Period”), if the Company terminates your employment hereunder without Cause at any time prior
to the expiration of the Employment Term or you resign for Good Reason, the Company shall provide to you a lump sum severance
payment in an amount equal to (x) if such termination occurs during the Initial Term, (1) your then-current Base Salary for the
greater of (A) twelve (12) months and (B) the number of days from the last day of your employment through the last day of the
Initial Term, (2) your Annual Bonus for any performance year prior to the year during which your termination occurs, to the extent
not paid, and (3) your target Annual Bonus for the performance year during which your termination occurs, and (y) if such
termination occurs during any Renewal Term, (1) your then-current Base Salary for twelve (12) months, (2) your Annual Bonus for any
performance year prior to the year during which your termination of employment occurs, to the extent not paid, and (3) your target
Annual Bonus for the performance year during which your termination occurs with. Notwithstanding anything to the contrary in any
applicable equity or equity-based incentive plan or award agreement, to the extent you have any unvested equity or equity-based
awards in any member of the Company Group, such equity and equity-based awards, as applicable, shall be deemed fully-vested (and to
the extent applicable with respect to such equity or equity-based awards, any target performance conditions, shall be deemed fully
satisfied). The payments pursuant to the preceding two sentences of this Section 4.c. (collectively, the “Severance
Payments”) shall be made on the first administratively practicable payroll date on or next following the date such
separation and general release agreement becomes fully irrevocable; provided, that to the extent the Company determines that
such amount may be considered to be “nonqualified deferred compensation” subject to Section 409A of the Internal Revenue
Code of 1986, as amended, and the regulations and pronouncements thereunder ( “Section 409A”), the payment of
such amount shall be made on the first payroll date on or next following the 65th day following the date of such termination; provided, further,
that if the Release Execution Period begins in one taxable year and ends in another taxable year, payment shall not be made until
the beginning of the second taxable year.


 


d. If
your employment is terminated by the Company as a result of your death or Disability, you shall receive the Severance Payments.


 


e. For
purposes of this Agreement, “Cause” means: (i) your commission of fraud, embezzlement or material misappropriation of funds,
property or business opportunity of the Company Group; (ii) conviction of, or plea of nolo contendere (or a similar plea) to, or
your failure to contest your prosecution for, or commission of any act which is, a felony (or its equivalent in any non-U.S. jurisdiction)
or any misdemeanor involving moral turpitude; (iii) your breach of fiduciary duty, conflict of interest or self-dealing, gross negligence,
willful misconduct or willful insubordination in the course of your employment, which results, in each case, in material harm to the business
or reputation of the Company; or (iv) your violation of policies or procedures of the Company Group which is detrimental to the business,
reputation, character or standing of the Company Group; provided, that to the extent such event may be remedied, the Company has
notified you of such event in writing and you have not remedied the alleged violation(s) within ten (10) business days following his receipt
of such notice


 


f. For
purposes of this Agreement, “Disability” means a condition entitling you to benefits under any Company long term disability
plan; provided, that if no such plan is then maintained by the Company, “Disability” shall mean your inability
to perform, even with reasonable accommodation (to the extent required by applicable law), your duties under this Agreement due to a mental
or physical condition that can be expected to result in death or that can be expected to last (or has already lasted) for a continuous
period of ninety (90) days or more, or for an aggregate of 120 days in any 365 consecutive day period, as determined by the Company in
its good faith discretion.


 




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g. For
purposes of this Agreement, “Good Reason” means the occurrence, without your consent, of: (i) a material reduction in your
Base Salary; (ii) a material diminution in your authority, duties or responsibilities with the Company; or (iii) a material breach of
this Agreement by the Company. None of the events described in the immediately preceding sentence shall constitute Good Reason unless
and until (v) you determine that a Good Reason condition has occurred, (w) you first notify the Company in writing describing the condition
which constitutes Good Reason within ninety (90) days of its initial occurrence, (x) the Company fails to cure such condition within thirty
(30) days after the Company’s receipt of such written notice, and you have cooperated in good faith with the Company’s efforts
to cure such condition, (y) notwithstanding such efforts, the Good Reason condition continues to exist, and (z) you terminate your employment
within one (1) year after the end of such thirty (30)-day cure period. If the Company cures the Good Reason condition during such cure
period, Good Reason shall be deemed not to have occurred.


 


		5.	Confidential Information: During the Employment Term
and as a result of your employment, you will have access to or become familiar with information of a confidential or proprietary nature
that pertains to the business operations of the Company Group and that is not publicly-available or known to its and their respective
competitors. Such information includes, but is not limited to, (i) information relating to any member of the Company Group’s business,
operations, customers, clients, suppliers and vendors, including, but not limited to, information received from third parties under confidential
conditions, business plans, compensation data, customer lists, customer preferences, customer files, products and services offered or
in development, strategic direction, marketing strategies and plans, software, designs (such as database design), executable code, new
materials research, pending projects and proposals, proprietary production processes, research and development strategies, source code,
technological data, technological prototypes, various business data of any member of the Company Group and clients, procedures, formulas,
processes, financial data and results of operations; and (ii) other know-how, ideas, concepts, trade secrets, and methodologies and technical,
business, or financial information relating to the business of any member of the Company Group (collectively, “Confidential
Information”). You acknowledge that the Confidential Information is, among other things, not readily available to the public,
extremely valuable to the Company Group’s operations, and the Company Group has expended great effort and significant funds in
developing, and maintaining the confidentiality of, the Confidential Information. Without limiting any other confidentiality obligations
you may owe to the Company Group, you agree not to disclose any Confidential Information, directly or indirectly, or use it in any way,
either during the Employment Term or any time thereafter, except (a) as required in the course of your employment for the Company, (b)
for information that is or becomes publicly-available other than through your breach of any confidentiality obligations (unless such
information became public as a result of a violation of any other person or entity’s confidentiality obligations) or (c) as required
by legal process (provided, that in the event of legal process, you must provide prompt notice to the Company prior to responding
to such legal process and cooperate with the Company or its subsidiaries or affiliates if either elects to contest such legal process).
You further agree not to copy or record or allow to be copied or recorded any such Confidential Information, except as required in the
course of your employment. Notwithstanding the foregoing, neither this Section 5 nor Section 9 of this Agreement prohibits you from reporting
possible unlawful conduct to governmental agencies or entities or, if applicable, self-regulatory organizations, or otherwise cooperating
or communicating with any such agencies, entities or organizations that may be investigating possible unlawful conduct (including providing
documents or other information without notice to the Company Group).



 


Notice under the Defend Trade Secrets Act:


 


In addition, pursuant to the
federal Defend Trade Secrets Act of 2016, you shall not be held civilly or criminally liable under any federal or state trade secret
law for the disclosure of a trade secret that (a) is made in confidence to a federal, state or local governmental official, either
directly or indirectly, or to an attorney, and solely for the purpose of reporting or investigating a suspected violation of law;
or


 


		(b)	is made in a complaint or other document filed in a lawsuit
or other proceeding, if such filing is made under seal.



 






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		6.	Return of Property: You agree to deliver promptly to the Company upon the termination of your employment
for any reason or at any time upon the Company’s request all documents, materials and computer media in any form (and all copies
thereof) belonging to any member of the Company Group or containing Confidential Information and all property of any member of the Company
Group.



 


		7.	Non-Competition: During the Employment Term and for twelve (12) months following the termination
of your employment for any reason, you shall not (and shall cause your controlled affiliates not to) directly or indirectly (including
through their respective controlled affiliates or otherwise, including as a proprietor, principal, consultant, agent, partner, officer,
manager, director, equityholder, employee or other representative), either for you or for any other person or entity, anywhere within
the United States or any other jurisdiction or marketing area in which the Company Group is doing business, (a) engage in for your own
benefit or for the benefit of any third party a Competing Business, (b) otherwise own, manage, operate, control, advise, be employed by
or provide services to (in either case, in a competitive capacity), or participate in the ownership, management, operation or control
of, or be connected in any manner with (where such connection is competitive with the business of the Company), any Competing Business
or (c) acquire (through merger, stock purchase or purchase of all or substantially all of the assets or otherwise) the ownership of, or
any equity interest in, any person or entity if the annual revenues of such person or entity from a Competing Business (or Competing Businesses)
are more than five percent (5%), individually or in the aggregate, of such person’s or entity’s total consolidated annual
sales (based on the most recent full fiscal year revenues of such person or entity). Notwithstanding the foregoing, ownership as a passive
investment, of less than two percent (2%) of the outstanding shares of capital stock of any corporation whose stock is listed on a national
(or comparable international) securities exchange or of limited partnership or similar interests in any private equity, venture capital
or hedge fund will not constitute a breach of this Section 7. For purposes of this Agreement, “Business” shall mean
the business engaged in by any member of the Company Group during your employment with the Company. For purposes of this Agreement, “Competing
Business” shall mean any person or entity, business, or subdivision of a business engaged in business in competition with the
Business, or, to your actual knowledge, any such persons or entities who or which are actively pursuing or otherwise planning to engage
in competition with the Business.



 


		8.	Non-Solicitation: During the Employment Term and for
twelve (12) months following the termination of your employment for any reason, you shall not (a) persuade or seek to persuade any business
relation of the Company Group to cease to do business or to reduce the amount of business it has done or may contemplate doing with the
Company Group; (b) solicit, encourage or attempt to solicit or encourage any of the employees, agents, consultants or representatives
of the Company Group (or, if following the termination of your employment with the Company, then instead is such an employee, agent,
consultant or representative as of your last day of employment or was during the prior twelve (12)-month period) to terminate his or
her relationship with the Company Group, or otherwise seek to adversely influence or alter such person’s relationship with the
Company Group, or become employees, agents, representatives or consultants of any other person; or (c) directly or indirectly, use confidential
information to enter into, or solicit or otherwise endeavor to enter into, any business relationship with any person with whom the Company
Group had a significant business relationship or with whom the Company Group is actively pursuing, or during the prior twelve (12)-month
period have actively pursued, such a significant business relationship; provided, that the foregoing shall not apply to (i) solicitation
through the use of general solicitation or advertising not targeted to such persons or (ii) solicitation through the use of search firms,
so long as such firms are not advised by you to solicit or otherwise target such persons.



 






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		9.	Non-Disparagement: During the Employment Term and thereafter, you agree not to, and to cause your
controlled affiliates not to, make or publish any derogatory or disparaging written, oral, or electronic statements about (a) any member
of the Company Group or any of its or their predecessors, members, direct or indirect equityholders and the present and former employees,
consultants, officers, partners, directors or the attorneys or other representatives of the foregoing, individually and in their official
capacities, or (b) any products, services, practices or operations of any member of the Company Group. Nothing in this Section 9 shall
prohibit or restrict you from (i) making or publishing any such statements you or your controlled affiliate, as applicable, reasonably
believe in good faith to be necessary in responding to or initiating a bona fide legal claim involving you or your controlled affiliate,
as applicable, and is otherwise not prohibited by the terms of this Agreement, or (ii) answering truthfully if compelled to do so in a
deposition, lawsuit or similar dispute resolution proceeding.



 


		10.	Intellectual Property:



 


a. You
agree to promptly disclose to the Company any and all work product, inventions, works of authorship, designs, methods, processes, procedures,
discoveries, analyses, data collections, technology, patterns, techniques, and proposed slogans, logos, domain names and other indicia
of origin that are created, authored, invented, reduced to practice, discovered, learned or developed by you (either solely or jointly
with others) during the Employment Term (collectively, “Company Work Product”).


 


b. You
acknowledge and agree that the following shall be the exclusive, sole and absolute property of the Company and/or any other member of
the Company Group, as applicable: all rights to patents, copyrights, trademarks, trade secrets, rights of inventorship, rights of authorship,
or other intellectual property rights (“Intellectual Property Rights”) embodied by, or subsisting in, any Company Work
Product, including (i) any and all rights to sue for past, present and future infringements or misappropriations of Company Intellectual
Property (as defined below) and any damages, payments or other proceeds arising out of such claims; and (ii) any and all rights to create
derivative works, developments, or improvements based on Company Work Product and Intellectual Property Rights that may be embodied by,
or subsisting in, such derivative works, developments or improvements; but excluding any inventions required to be excluded by Section
2870 of the California Labor Code (“Section 2870”) as set forth below (collectively, the “Company Intellectual
Property”).


 


c. All
work performed by you in creating, authoring, inventing, discovering, learning or developing Company Work Product shall be considered
“works made for hire” to the extent permitted under applicable copyright law. To the extent any copyrightable works included
in the Company Work Product does not constitute “works made for hire,” you hereby (i) assign and transfer any copyrights that
constitute Company Intellectual Property and (ii) waive any moral rights or other rights of authorship you may retain in Company Work
Product, in accordance with the assignment and other obligations set forth in this Section 10 below.


 


d. You
hereby (i) transfer and assign to the Company (and agree to transfer and assign), without any requirement of further consideration, all
right, title, and interest in, and to, Company Intellectual Property, and (ii) waive any so-called “moral rights” to the Company
Work Product, including, without limitation, the right to restrain or claim damages for any distortion, mutilation or other modification
of the Company Work Product.


 


e. You agree,
at the Company’s expense, to execute any documents and take any actions requested by any member of the Company Group at any
time, at no additional cost to such parties (whether during the Employment Term or thereafter), in the confirmation, registration,
protection and enforcement of all rights in and to the Company Intellectual Property and other Company Work Product. You hereby
irrevocably appoint Company as your attorney-in-fact for the purpose of executing such documents on your behalf, which appointment
is coupled with an interest.


 






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f. You
recognize that this Agreement is not, and does not purport to be, an assignment of any invention, the assignment of which is prohibited
under Section 2870 or any like statute of any other state. Your inventions will only be excluded from Company Intellectual Property to
the extent, and solely to the extent, Section 2870 requires such exclusion. Section 2870 provides as follows:


 


California Labor Code Section 2870


 


		(a)	Any provision in an employment agreement which provides that an employee shall assign, or offer to assign,
any of his or her rights in an invention to his or her employer shall not apply to an invention that the employee developed entirely on
his or her own time without using the employer’s equipment, supplies, facilities, or trade secret information except for those inventions
that either:



 


		i.	Relate at the time of conception or reduction to practice of the invention to the employer’s business,
or actual or demonstrably anticipated research or development of the employer; or



 


		ii.	Result from any work performed by the employee for his employer.



 


		(b)	To the extent a provision in an employment agreement purports to require an employee to assign an invention
otherwise excluded from being required to be assigned under subdivision (a), the provision is against the public policy of this state
and is unenforceable.



 


		11.	Breach; Remedies; Separate and Independent Covenants: You acknowledge that the restrictions contained
in Sections 5 through 10, in view of the competitive nature of the business in which the Company Group is engaged, are reasonable and
necessary in order to protect the legitimate interests of the Company Group, and that any violation would result in irreparable injury
to the Company Group. You therefore acknowledge and agree that, in the event of a breach or threatened breach by you of any of these Sections,
the Company Group shall be entitled to obtain from any court of competent jurisdiction preliminary and permanent injunctive relief (without
proving actual damages or posting a bond or other security), as well as damages and an equitable accounting of all earnings, profits and
other benefits arising from such violation, which rights shall be cumulative and in addition to any other rights or remedies to which
the Company Group may be entitled. You also acknowledge and agree that each of the restrictions to which you are subject in this Agreement
and each of the covenants made by you in this Agreement shall be construed for all purposes to be separate and independent from any other
covenant, whether in this Agreement or otherwise, and the existence of any claim by you against any member of the Company Group under
this Agreement or otherwise, will not excuse your breach of any of the restrictions or covenants contained in this Agreement.



 


		12.	Policies: You will be subject to all policies and procedures as currently in effect for the Company’s
employees and as may be established and/or amended from time to time, including but not limited to, all terms and conditions in any employee
handbook applicable to the Company’s employees.



 






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		13.	Indemnification; D&O Insurance: During the Employment Term and thereafter, the Company will
(a) indemnify you and hold you and your heirs and representatives harmless, to the maximum extent permitted by law, against any and all
damages, costs, liabilities, losses and expenses (including reasonable attorneys’ fees) as a result of any claim or proceeding (whether
civil, criminal, administrative or investigative), or any threatened claim or proceeding (whether civil, criminal, administrative or investigative),
against you that arises out of or relates to your service as an officer, director or employee, as the case may be, of or with any member
of the Company Group, or your service in any such capacity or similar capacity with any entity at the request of the Board or the Company
(b) continue and maintain directors and officers liability insurance covering you in an amount and scope to the fullest extent provided
by such insurance policies that is at least as favorable as the coverage provided by the Company to any senior executive of the Company
or under its governance documents as of the Closing Date (and without giving effect to any amendments thereto that would diminish or limit
such obligations).



 


		14.	Survival: The obligations and rights set forth in Sections 5 through 21 of this Agreement shall
survive the expiration or termination of this Agreement and your employment hereunder for any reason whatsoever.



 


		15.	Section 409A: The intent of the parties is that payments and benefits under this Agreement comply
with or be exempt from Section 409A, as amended, and this Agreement and any associated documents shall be interpreted and construed in
a manner that establishes an exemption from (or compliance with) the requirements of Section 409A. Notwithstanding anything to the contrary
set forth in this Agreement, any payments and benefits provided under this Agreement that constitute “deferred compensation”
within the meaning of Section 409A shall not commence in connection with your termination of employment unless and until you have also
incurred a “separation from service” (as defined for purposes of Section 409A). The Company makes no representation or warranty
and shall have no liability to you or any other person pursuant to Section 409A, including if any provisions of this Agreement are determined
to constitute deferred compensation subject to Section 409A but do not satisfy an exemption from, or the conditions of, Section 409A.



 


		16.	Governing Law; Exclusive Jurisdiction; Severability.
This Agreement is governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflicts of
laws principles. The Company and you hereby irrevocably and unconditionally agree that the exclusive jurisdiction for any disputes arising
out of or relating to this Agreement or your employment with the Company shall be the state and federal courts located within the State
of California (provided, that an order or judgment of such court may be entered or enforced in any court having personal jurisdiction
over the party against whom the order or judgment is sought to be enforced); provided, however, that upon the relocation
of the Company’s corporate headquarters to the State of Texas, the exclusive jurisdiction for any disputes arising out of or relating
to this Agreement or your employment with the Company shall be the state and federal courts located within the State of Texas (provided,
that an order or judgment of such court may be entered or enforced in any court having personal jurisdiction over the party against whom
the order or judgment is sought to be enforced). Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted
by law, any objection which it may now or hereafter have to the venue of any suit, action or proceeding brought in such a court and any
claim that any such suit, action or proceeding brought in such a court has been brought in an inconvenient forum. Each of the parties
hereto hereby irrevocably consents to the service of process in any suit, action or proceeding by sending the same by certified mail,
return receipt requested, or by recognized overnight courier service, to the address of such party as follows (a) to the Company at 20808
State Hwy 71 W Unit B, Spicewood, TX 787669; Attention: Lawrence Anthony DiMatteo, (b) to you at the address maintained by the Company
in the regular course of its business for payroll purposes, or, in either case, such other address as shall be furnished in writing by
either party to the other party; provided, that such notice or change in address shall be effective only when received by the
other party. If any provision of this Agreement is determined by a court of competent jurisdiction not to be enforceable in the manner
set forth herein, the Company and you agree that such provision shall be modified to make it enforceable to the maximum extent possible
under applicable law. If any provision of this Agreement is declared invalid, illegal or unenforceable for any reason in any jurisdiction
and cannot be modified to be enforceable, such provision shall immediately become null and void leaving the remainder of this Agreement
in full force and effect.



 






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		17.	Successors and Assigns. This Agreement shall bind and inure to the benefit of and be enforceable
by the Company (and other members of the Company Group) and its (and their respective) successors and assigns and you and your heirs,
executors, administrators, and successors; provided, that the services provided by you are of a personal nature and you cannot
sell, convey, assign, delegate, transfer or otherwise dispose of, directly or indirectly, any of your rights, or obligations under this
Agreement (and any such purported action by you shall be null and void); provided, further, that the Company may assign
this Agreement to, and all rights hereunder shall inure to the benefit of, the other members of the Company Group or any person, firm
or corporation resulting from the reorganization of the Company or any other member of the Company Group or succeeding to the business
or assets of the Company or any other member of the Company Group by purchase, merger, consolidation or otherwise.



 


		18.	Entire Agreement; No Reliance; No Modification: You acknowledge that you have not relied on any
oral or written promises or representations other than those explicitly stated in this Agreement, that this Agreement (and the documents
referenced herein) constitutes the entire understanding of the parties regarding the subject matter hereof, and that this Agreement supersedes
all prior or contemporaneous oral or written promises, representations or understandings which may have related to the subject matter
hereof in any way. This Agreement cannot be modified except in a writing (other than an email) signed by the Company and approved by the
Board.



 


		19.	Tax Withholdings: All payments and benefits provided hereunder shall be subject to the withholding of all applicable taxes
and deductions required by any applicable law



 


		20.	Counterparts; Original: This Agreement may be executed in counterparts, each of which will be deemed
an original, but all of which will be deemed one and the same instrument. Any facsimile or pdf copy of any party’s executed counterpart
of this Agreement will be deemed to be an executed original thereof.



 


		21.	Representation by Counsel;
                                            No Strict Construction. YOU ACKNOWLEDGE THAT YOU HAVE BEEN REPRESENTED BY INDEPENDENT
                                            COUNSEL OF YOUR CHOICE WITH RESPECT TO THIS AGREEMENT, INCLUDING THROUGHOUT ALL NEGOTIATIONS
                                            THAT HAVE PRECEDED THE EXECUTION OF THIS AGREEMENT (INCLUDING WITH RESPECT TO THE DESIGNATION
                                            OF THE VENUE AND FORUM IN WHICH A CONTROVERSY ARISING FROM THIS AGREEMENT MAY BE ADJUDICATED
                                            AND THE CHOICE OF LAW TO BE APPLIED PURSUANT TO SECTION 16 OF THIS AGREEMENT) AND THAT YOU
                                            HAVE EXECUTED THE SAME WITH CONSENT AND UPON THE ADVICE OF SAID INDEPENDENT COUNSEL. The
                                            parties hereto have participated jointly in the negotiation and drafting of this Agreement.
                                            In the event an ambiguity or question of intent arises, this Agreement shall be construed
                                            as if drafted jointly by the parties hereto, and no presumption or burden of proof shall
                                            arise, or rule of strict construction applied, favoring or disfavoring any party hereto by
                                            virtue of the authorship of any of the provisions of this Agreement. Accordingly, any rule
                                            of law or any legal decision that would require interpretation of any ambiguities in this
                                            Agreement against the party hereto that drafted this Agreement is of no application and is
                                            hereby expressly waived by the parties hereto. Your employment (and continued employment) is contingent upon your
maintaining authorization to be employed in the United States commensurate with the business needs of the Company.



 


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If the terms and conditions of this Agreement are acceptable to you,
please sign and date this Agreement below and return the signed original to me.


 


Sincerely,


 


	AutoLotto, Inc.


	 
	 	 	 
	By:	/s/ Lawrence Anthony DiMatteo III	 
	Name:
	Lawrence Anthony DiMatteo III	 
	Title:
	Co-Founder and Chief Executive Officer 	 
	 	 	 
	AGREED TO AND ACCEPTED:


	 
	 	 	 
	/s/ Matthew Allen Clemenson	 
	Matthew Allen Clemenson


	 
	 	 
	Date:
	February 21, 2021	 



 


[Signature Page to Clemenson Employment Letter]