Exhibit 10.11


 


INITIAL STOCKHOLDER FORFEITURE AGREEMENT


 


This Initial Stockholder Forfeiture Agreement
(this “Agreement”) is entered into as of [_], 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 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 (the “Forfeited
Founder 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 Founder Shares shall no longer be outstanding at such time and any certificates representing the Forfeited Founder Shares
shall be cancelled at such time. The aggregate number of Forfeited Founder Shares shall be determined in accordance with Schedule A hereto.
For the avoidance of doubt, in no event shall the aggregate number of Forfeited Founder 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
Founder 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 Founder Shares and the Private
Warrants and any certificates representing such Forfeited Founder 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 Founder
Shares and the Private Warrants to be retired and cancelled, after which the Forfeited Founder 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 Founder Shares and the Private Warrants, free and clear of all Liens and
other obligations in respect of the Forfeited Founder 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


 






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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


 


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:	 	 
	Name: 	Vadim Komissarov	 
	Title:	Chief Executive Officer	 


 


	AutoLotto, Inc.	 
	 	 
	By:	 	 
	Name: 	Matthew Allen Clemenson	 
	Title:	Chief Commercial Officer	 


 


HOLDERS:


 


	 	 
	Vadim Komissarov 	 
	Forfeited Founder Shares:	 
	 	 
	 	 
	Marat Rosenberg 	 
	Forfeited Founder Shares:	 
	 	 
	 	 
	Victoria Tushishvili	 
	Forfeited Founder Shares:	 
	 	 
	 	 
	Patimat Akhmedova	 
	Forfeited Founder Shares:	 
	 	 
	 	 
	Timur Alasania	 
	Forfeited Founder Shares:	 
	 	 
	 	 
	Thomas Gallagher	 
	Forfeited Founder Shares:	 
	 	 
	 	 
	Dmitry Nekrasov	 
	Forfeited Founder Shares:	 
	 	 
	 	 
	Elksii Tymofiev	 
	Forfeited Founder Shares:	 
	 	 
	 	 
	Edward S. Verona	 
	Forfeited Founder Shares:	 
	 	 
	 	 
	Michael Wilson	 
	Forfeited Founder Shares:	 


 






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	Atidan Ventures LLC	 
	Forfeited Founder Shares:	 
	 	 	 
	By:	 	 
	Name:	 	 
	Title:	 	 
	 	 	 
	BGV Investments Limited	 
	Forfeited Founder Shares:	 
	 	 	 
	By:	 	 
	Name:	 	 
	Title:	 	 
	 	 	 
	Brandleader OU	 
	Forfeited Founder Shares:	 
	 	 	 
	By:	 	 
	Name:	 	 
	Title:	 	 
	 	 	 
	Channingwick Limited	 
	Forfeited Founder Shares:	 
	 	 	 
	By:	 	 
	Name:	 	 
	Title:	 	 
	 	 	 
	Eastpower OU	 
	Forfeited Founder Shares:	 
	 	 	 
	By:	 	 
	Name:	 	 
	Title:	 	 
	 	 	 
	Fabiner Ltd	 
	Forfeited Founder Shares:	 
	 	 	 
	By:	 	 
	Name:	 	 
	Title:	 	 
	 	 	 
	Fivestar OU	 
	Forfeited Founder Shares:	 
	 	 	 
	By:	                	 
	Name: 	 	 
	Title:	 	 


 






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	Floco Ventures LLC	 
	Forfeited Founder Shares:	 
	 	 	 
	By:	 	 
	Name:	 	 
	Title:	 	 
	 	 	 
	KN Consulting Inc.	 
	Forfeited Founder Shares:	 
	 	 	 
	By:	 	 
	Name:	 	 
	Title:	 	 
	 	 	 
	Lake Street Fund LP	 
	Forfeited Founder Shares:	 
	 	 	 
	By:	 	 
	Name:	 	 
	Title:	 	 
	 	 	 
	Mount Wilson Global Fund LP	 
	Forfeited Founder Shares:	 
	 	 	 
	By:	 	 
	Name:	 	 
	Title:	 	 
	 	 	 
	Multilux OU	 
	Forfeited Founder Shares:	 
	 	 	 
	By:	 	 
	Name:	 	 
	Title:	 	 
	 	 	 
	Noretor OU	 
	Forfeited Founder Shares:	 
	 	 	 
	By:	 	 
	Name:	 	 
	Title:	 	 
	 	 	 
	Suncroft Company S.A	 
	Forfeited Founder Shares:	 
	 	 	 
	By:	             	 
	Name: 	 	 
	Title:	 	 


 




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	Victoria Invest, LLC	 
	Forfeited Founder Shares:	 
	 	 	 
	By:	             	 
	Name: 	 	 
	Title:	 	 
	 	 	 
	Victoria Finance OU	 
	Forfeited Founder Shares:	 
	 	 	 
	By:	 	 
	Name:	 	 
	Title:	 	 
	 	 	 
	Woodborough Investments Ltd	 
	Forfeited Founder Shares:	 
	 	 	 
	By:	 	 
	Name:	 	 
	Title:	 	 


 






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