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,


165 Broadway St, 23rd Floor,


New York, NY 10006


Attention:
Vadim Komissarov


E-mail: vkomissarov@tridentacquisitions.com


 


with a copy (which shall not constitute notice) to:


 


Loeb & Loeb LLP


345 Park Avenue


New York, NY 10154


Attention: David J. Levine, Esq.


Email: dlevine@loeb.com


 







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If to the Company:


 


AutoLotto, Inc.


20808 State Hwy 71 W, Unit B


Spicewood, TX, 78669


Attention:
Tony DiMatteo


Email: tony@lottery.com


 


with a copy (which shall not constitute notice) to:


 


White& Case LLP


1221 Avenue of the Americas


New York, NY 10020-1095


Attention: Elliott M. Smith, Esq.


Email: elliott.smith@whitecase.com


 


		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/
    Vadim Komissarov	 
	Name: 	Vadim Komissarov	 
	Title: 	Chief Executive Officer	
	 	 
	AutoLotto, Inc.	 
	 	 
	By:	/s/ Matthew
    Allen Clemenson	 
	Name: 	Matthew Allen Clemenson	 
	Title: 	Chief Commercial Officer	 
	 	 
	Holders:	 
	 	 
	/s/
    Vadim Komissarov	 
	Vadim Komissarov	 
	Forfeited Founder Shares: 9,087	 
	 	 
	/s/
    Marat Rosenberg	 
	Marat Rosenberg	 
	Forfeited Founder Shares: 18,169	 
	 	 
	/s/
    Victoria Tushishvili	 
	Victoria Tushishvili	 
	Forfeited Founder Shares: 1,022	 
	 	 
	/s/
    Patimat Akhmedova	 
	Patimat Akhmedova	 
	Forfeited Founder Shares: 18,182	 
	 	 
	/s/
    Timur Alasania	 
	Timur Alasania	 
	Forfeited Founder Shares: 1,364	 
	 	 
	/s/ Thomas Gallagher	 
	Thomas Gallagher	 
	Forfeited Founder Shares: 4,091	 
	 	 
	/s/
    Dmitry Nekrasov	 
	Dmitry Nekrasov	 
	Forfeited Founder Shares: 4,091	 
	 	 
	/s/ Elksii Tymofiev	 
	Elksii Tymofiev	 
	Forfeited Founder Shares:	 
	 	 
	/s/
    Edward S. Verona	 
	Edward S. Verona	 
	Forfeited Founder Shares: 4,545	 
	 	 
	Atidan Ventures LLC	 
	Forfeited Founder Shares: 2,727	 
	 	 
	By:	/s/ Shlomo Nasser 	 
	Name: 	Shlomo Nasser 	 
	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/ Thomas Gallagher	 
	Name: 	Thomas Gallagher 	 
	Title:	 	 
	 	 	 
	Eastpower OU	 
	Forfeited Founder Shares: 69,078	 
	 	 	 
	By:	/s/ Ilya Ponomarev	 
	Name:	Ilya Ponomarev	 
	Title:	CEO	 
	 	 	 
	Fabiner Ltd	 
	Forfeited Founder Shares: 1,364	 
	 	 	 
	By:	/s/ Marina
    Georgiou	 
	Name:	Marina Georgiou	 
	Title:	Director	 
	 	 	 
	Fivestar OU	 
	Forfeited Founder Shares: 30,909	 
	 	 	 
	By:	/s/ Ilya Ponomarev	 
	Name:	Ilya Ponomarev	 
	Title:	CEO	 
	 	 	 
	Floco Ventures LLC	 
	Forfeited Founder Shares: 18,182	 
	 	 	 
	By:	/s/ Kevin
    Nanke	 
	Name:	Kevin Nanke	 
	Title:	Manager	 
	 	 	 
	KN Consulting Inc.	 
	Forfeited Founder Shares: 12,273	 
	 	 	 
	By:	/s/ Kevin
    Nanke	 
	Name:	Kevin Nanke	 
	Title:	President	 
	 	 	 
	Lake Street Fund LP	 
	Forfeited Founder Shares: 10,000	 
	 	 	 
	By:	/s/ Howard
    Lu	 
	Name:	Howard Lu	 
	Title:	Managing Director	 



 


[TDAC__Signature Page to Forfeiture Agreement]






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	Mount Wilson Global Fund LP	 
	Forfeited Founder Shares: 2,727	 
	 	 	 
	By:	/s/ Howard
    Lu	 
	Name:	Howard Lu	 
	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/ Patimat
    Akhmedova	 
	Name:	Patimat Akhmedova	 
	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/ Victoria
    Tushishvili	 
	Name:	Victoria Tushishvili	 
	Title:	 	 



 


[TDAC__Signature Page to Forfeiture Agreement]


 



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