Exhibit 10.1


 


[•], 2021


 


Ault Disruptive Technologies Corporation


11411 Southern Highlands Parkway, Suite 240


Las Vegas, Nevada 89141


 


Re: Initial Public Offering


 


Gentlemen:


 


 This letter (this “Letter Agreement”)
is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be
entered into by and among Ault Disruptive Technologies Corporation, a Delaware corporation (the “Company”)
and A.G.P./Alliance Global Partners (“A.G.P.”) as representative of the several underwriters (each, an “Underwriter”
and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public
Offering”), of up to 11,500,000 of the Company’s units (including up to 1,500,000 units that may be purchased to
cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s common stock,
par value $0.001 per share (the “Common Stock”), and three-fourths of one redeemable warrant. Each whole warrant (each,
a “Warrant”) entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share,
subject to adjustment. The Units will be sold in the Public Offering pursuant to a registration statement on Form S-1 and prospectus
(the “Prospectus”) filed by the Company with the Securities and Exchange Commission (the “Commission”)
and the Units have been approved to be listed on The New York Stock Exchange American. Certain capitalized terms used herein are defined
in paragraph 11 hereof. 


 


In order to induce the Company and the Underwriters
to enter into the Underwriting Agreement and to proceed with the Public Offering and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, Ault Disruptive Technologies Company, LLC (the “Sponsor”)
and each of the undersigned individuals, each of whom is a member of the Company’s board of directors and/or management team and
A.G.P., solely in their capacity as a security holder of the Company, (each, an “Insider” and collectively,
the “Insiders”), hereby agrees with the Company as follows:


 


1. The Sponsor and each Insider agrees that if
the Company seeks stockholder approval of a proposed Business Combination, then in connection with such proposed Business Combination,
it, he or she shall (i) vote any shares of Capital Stock owned by it, him or her in favor of any proposed Business Combination and
(ii) not redeem any shares of Common Stock owned by it, him or her in connection with such stockholder approval. If the Company engages
in a tender offer in connection with any proposed Business Combination, each Insider agrees that it, he or she will not seek to sell its,
his or her shares of Common Stock to the Company in connection with such tender offer.


 


 2. The Sponsor and each Insider hereby
agrees that in the event that the Company fails to consummate a Business Combination within 12 months (or up to 15 months or 18
months, as applicable) following the effectiveness of the Public Offering, the Sponsor and each Insider shall take all reasonable
steps to cause the Company to (i) cease all operations except for the purpose of winding up, (ii) as promptly as
reasonably possible but not more than 10 business days thereafter, subject to lawfully available funds therefor, redeem 100% of the
Common Stock sold as part of the Units in the Public Offering (the “Offering Shares”), at a per-share
price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds
held in the Trust Account and not previously released to the Company to pay its taxes (which interest shall be net of taxes payable,
and less up to $50,000 of interest to pay dissolution expenses), divided by the number of then outstanding Offering Shares, which
redemption will completely extinguish all Public Stockholders’ rights as stockholders of the Company (including the right to
receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible
following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of
directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims
of creditors and other requirements of applicable law. The Sponsor and each Insider agree not to propose any amendment to the
Company’s amended and restated certificate of incorporation (the “Charter”) that would modify
(i) the substance or timing of the Company’s obligation to redeem 100% of the Offering Shares if the Company does not
consummate a Business Combination within 12 months (or up to 15 months or 18 months, as applicable) following the effectiveness of the
Public Offering or (ii) the other provisions relating to stockholders’ rights or pre-initial business combination
activities, unless the Company provides its Public Stockholders with the opportunity to redeem their Offering Shares upon approval
of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account,
including interest (which interest shall be net of amounts released for payment of taxes) divided by the number of then outstanding
Offering Shares. The Sponsor and each Insider agree to waive its redemption rights with respect to shares of Capital Stock owned by
it in connection with a stockholder vote to approve an amendment to the Company’s Charter (A) to modify the substance or
timing of the Company’s obligation to redeem 100% of the Offering Shares if the Company does not consummate a Business
Combination within 12 months (or up to 15 months or 18 months, as applicable) following the effectiveness of the Public Offering or
(B) with respect to any other provision relating to stockholders’ rights or pre-initial business combination
activity. 


 






    	 	 	 



    	 



    

 


 The Sponsor and each Insider acknowledges
that it, he or she has no right, title, interest or claim of any kind in or to any monies held in the Trust Account or any other asset
of the Company as a result of any liquidation of the Company with respect to the Founder Shares held by it, him or her. The Sponsor and
each Insider hereby further waives, with respect to any shares of Common Stock held by it, him or her, if any, any redemption rights
it, he or she may have in connection with the consummation of a Business Combination, including, without limitation, any such rights
available in the context of a stockholder vote to approve such Business Combination or in the context of a tender offer made by the Company
to purchase shares of Common Stock (although the Sponsor, the Insiders and their respective affiliates shall be entitled to redemption
and liquidation rights with respect to any Offering Shares it or they hold if the Company fails to consummate a Business Combination
within 12 months (or up to 15 months or 18 months, as applicable) following the effectiveness of the Public Offering). 


 


3. During the period commencing on the effective
date of the Underwriting Agreement and ending 180 days after such date, the Sponsor and each Insider shall not, without the prior written
consent of the Representative, (i) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase
or otherwise dispose of or agree to dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate
or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), and the rules and regulations of the Commission promulgated thereunder, with respect to any Units, shares of
Capital Stock, Warrants or any securities convertible into, or exercisable, or exchangeable for, shares of Common Stock owned by it, him
or her, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences
of ownership of any Units, shares of Capital Stock, Warrants or any securities convertible into, or exercisable, or exchangeable for,
shares of Common Stock owned by it, him or her, whether any such transaction is to be settled by delivery of such securities, in cash
or otherwise, or (iii) publicly announce any intention to effect any transaction specified in clause (i) or (ii). Each of the
Insiders and the Sponsor acknowledges and agrees that, prior to the effective date of any release or waiver of the restrictions set forth
in this paragraph 3 or paragraph 7 below, the Company shall announce the impending release or waiver by press release through a major
news service at least two business days before the effective date of the release or waiver. Any release or waiver granted shall only be
effective two business days after the publication date of such press release. The provisions of this paragraph will not apply if (i) the
release or waiver is effected solely to permit a transfer of securities that is not for consideration and (ii) the transferee has
agreed in writing to be bound by the same terms described in this Letter Agreement to the extent and for the duration that such terms
remain in effect at the time of the transfer.


 


 4. In the event of the liquidation of the
Trust Account, the Sponsor (which for purposes of clarification shall not extend to any other shareholders, members or managers of
the Sponsor) agrees to indemnify and hold harmless the Company against any and all loss, liability, claim, damage and expense
whatsoever (including, but not limited to, any and all legal or other expenses reasonably incurred in investigating, preparing or
defending against any litigation, whether pending or threatened, or any claim whatsoever) to which the Company may become subject as
a result of any claim by (i) any third party (other than the Company’s independent accountants) for services rendered or
products sold to the Company or (ii) a prospective target business with which the Company has entered into a letter of intent,
confidentiality or other similar agreement for a Business Combination agreement (a
“Target”); provided, however, that such indemnification of the Company by the
Sponsor shall apply only to the extent necessary to ensure that such claims by a third party for services rendered (other than the
Company’s independent public accountants) or products sold to the Company or a Target do not reduce the amount of funds in the
Trust Account to below (i) $10.15 per Offering Share, or $10.25 or $10.35 per Offering Share, as applicable, or (ii) such lesser amount per Offering Share held in the Trust
Account as of the date of the liquidation of the Trust Account, due to reductions in the value of the trust assets, in each case,
net of the amount of interest earned on the property in the Trust Account which may be withdrawn to pay taxes, except as to any
claims by a third party (including a Target) who executed a waiver of any and all rights to seek access to the Trust Account and
except as to any claims under the Company’s indemnity of the Underwriters against certain liabilities, including liabilities
under the Securities Act of 1933, as amended. In the event that any such executed waiver is deemed to be unenforceable against such
third party, the Sponsor shall not be responsible to the extent of any liability for such third party claims. The Sponsor shall have
the right to defend against any such claim with counsel of its choice reasonably satisfactory to the Company if, within 15 days
following written receipt of notice of the claim to the Sponsor, the Sponsor notifies the Company in writing that it shall undertake
such defense. 


 






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5. To the extent that the Underwriters do not
exercise their over-allotment option to purchase up to an additional 1,500,000 Units within 45 days from the date of the Prospectus (and
as further described in the Prospectus), the Sponsor agrees to forfeit, at no cost, a number of Founder Shares in the aggregate up to
375,000. The forfeiture will be adjusted to the extent that the over-allotment option is not exercised in full by the Underwriters so
that the Initial Stockholders will own an aggregate of 20.0% of the Company’s issued and outstanding shares of Capital Stock after
the Public Offering.


 


6. The Sponsor and each Insider hereby agrees
and acknowledges that: (i) the Underwriters and the Company would be irreparably injured in the event of a breach by such Sponsor
or an Insider of its, his or her obligations under paragraphs 1, 2, 3, 4, 5, 7(a), 7(b), and 9 of this Letter Agreement (ii) monetary
damages may not be an adequate remedy for such breach and (iii) the non-breaching party shall be entitled to injunctive relief, in
addition to any other remedy that such party may have in law or in equity, in the event of such breach.


 


7. (a) The Sponsor and each Insider agrees that
it, he or she shall not Transfer any Founder Shares until the earlier of (A) one year following the consummation of the Company’s
initial Business Combination and (B) the date on which the Company completes a liquidation, merger, stock exchange or other similar
transaction after the Company consummates its initial Business Combination that results in all of the Company’s public stockholders
having the right to exchange their shares of Common Stock for cash, securities or other property, but, notwithstanding the foregoing,
the Founder Shares shall be released from the lock-up if (1) subsequent to the Company’s initial Business Combination, the reported
last sale price of the Company’s Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends,
reorganizations, recapitalizations and other similar transactions) for any 20 trading days within any 30-trading day period commencing
at least 150 days after the Company’s initial Business Combination or (2) the Company completes a transaction after the Company’s
initial Business Combination that results in all of the Company’s stockholders having the right to exchange their shares for cash,
securities or other property (the “Founder Shares Lock-up Period”).


 


(b) The Sponsor and each Insider agrees that it,
he or she shall not Transfer any Private Placement Warrants (or shares of Common Stock issued or issuable upon the exercise of the Private
Placement Warrants) until 30 days following the consummation of a Business Combination (the “Private Placement Warrants Lock-up
Period”, together with the Founder Shares Lock-up Period, the “Lock-up Periods”).


 


(c) Notwithstanding the provisions set forth in
paragraphs 7(a) and (b), Transfers of the Founder Shares and Private Placement Warrants that are held by the Sponsor, any Insider
or any of their permitted transferees (that have complied with this paragraph 7(c)), are permitted (i) to the Company’s officers
or directors, any affiliates or family members of any of the Company’s officers or directors, any affiliates of the Sponsor, or
any members of the Sponsor; (ii) in the case of an individual, by gift to a member of the individual’s immediate family, to
a trust, the beneficiary of which is a member of the individual’s immediate family, an affiliate of such person or to a charitable
organization; (iii) in the case of an individual, transfers by virtue of laws of descent and distribution upon death of any of the
Company’s officers, directors, initial stockholders or members of the Sponsor; (iv) in the case of an individual, transfers
pursuant to a qualified domestic relations order; (v) by private sales or transfers made in connection with the consummation of an
initial Business Combination at prices no greater than the price at which the shares were originally purchased; (vi) in the event
of the Company’s liquidation prior to the consummation of the Company’s initial Business Combination; (vii) by virtue of the
laws of Delaware or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor; or (viii) in the event of
the Company’s liquidation, merger, capital stock exchange, reorganization or other similar transaction which results in all of the
Company’s stockholders having the right to exchange their shares of Common Stock for cash, securities or other property subsequent
to the consummation of the Company’s initial Business Combination; provided, however, that in the case of clauses (i) through
(v) or (vii), these permitted transferees must enter into a written agreement agreeing to be bound by the restrictions herein by the same
agreements entered into by the Sponsor with respect to such securities.


 






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8. The Sponsor and each Insider represents and
warrants that it, he or she has never been suspended or expelled from membership in any securities or commodities exchange or association
or had a securities or commodities license or registration denied, suspended or revoked. Each Insider’s biographical information
furnished to the Company (including any such information included in the Prospectus) is true and accurate in all respects and does not
omit any material information with respect to the Insider’s background. The Sponsor and each Insider’s questionnaire furnished
to the Company is true and accurate in all respects. The Sponsor and each Insider represents and warrants that: it, he or she is not subject
to or a respondent in any legal action for, any injunction, cease-and-desist order or order or stipulation to desist or refrain from any
act or practice relating to the offering of securities in any jurisdiction; it, he or she has never been convicted of, or pleaded guilty
to, any crime (i) involving fraud, (ii) relating to any financial transaction or handling of funds of another person, or (iii) pertaining
to any dealings in any securities and it, he or she is not currently a defendant in any such criminal proceeding.


 


9. Except as disclosed in the Prospectus, neither
the Sponsor nor any Insider nor any affiliate of the Sponsor or any Insider, nor any director or officer of the Company, shall receive
from the Company any finder’s fee, reimbursement, consulting fee, non-cash payments, monies in respect of any repayment of a loan
or other compensation prior to, or in connection with any services rendered in order to effectuate the consummation of the Company’s
initial Business Combination (regardless of the type of transaction that it is), other than the following, none of which will be made
from the proceeds held in the Trust Account prior to the completion of the initial Business Combination: repayment of a loan and advances
up to an aggregate of $1,500,000 made to the Company by the Sponsor; payment to Ault Global Holdings, Inc. for a total of $10,000 per
month for up to 18 months; reimbursement for any out-of-pocket expenses related to identifying, investigating and consummating an initial
Business Combination; and repayment of loans, if any, and on such terms as to be determined by the Company from time to time, made by
the Sponsor, an affiliate of the Sponsor or any of the Company’s officers or directors to finance transaction costs in connection
with an intended initial Business Combination, provided, that, if the Company does not consummate an initial Business
Combination, a portion of the working capital held outside the Trust Account may be used by the Company to repay such loaned amounts so
long as no proceeds from the Trust Account are used for such repayment. Up to $1,500,000 of such loans may be convertible into warrants
at a price of $1.00 per warrant at the option of the lender, upon consummation of the Company’s initial Business Combination. Such
warrants would be identical to the Private Placement Warrants, including as to exercise price, exercisability and exercise period.


 


10. The Sponsor and each Insider has full right
and power, without violating any agreement to which it is bound (including, without limitation, any non-competition or non-solicitation
agreement with any employer or former employer), to enter into this Letter Agreement and, as applicable, to serve as an officer and/or
a director of the Company and hereby consents to being named in the Prospectus as an officer and/or a director of the Company.


 


 11. As used herein, (i) “Business
Combination” shall mean a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar
business combination, involving the Company and one or more businesses; (ii) “Capital Stock” shall mean,
collectively, the Common Stock and the Founder Shares; (iii) “Founder Shares” shall mean the 2,875,000
shares of the Company’s common stock, par value $0.001 per share, held by the Sponsor (up to an aggregate of 375,000 shares of
which are subject to complete or partial forfeiture by the Sponsor if the over-allotment option is not exercised in full by the Underwriters);
(iv) “Initial Stockholders” shall mean the Sponsor and any other holder of Founder Shares immediately
prior to the Public Offering; (v) “Private Placement Warrants” shall mean the warrants to purchase up
to an aggregate of 6,500,000 shares of Common Stock of the Company (or up to 7,100,000 shares of Common Stock if the over-allotment option
is exercised in full) that the Sponsor has agreed to purchase for an aggregate purchase price of $6,500,000 in the aggregate (or $7,100,000
if the over-allotment option is exercised in full), or $1.00 per warrant, in a private placement that shall occur simultaneously with
the effectiveness of the Public Offering; (vi) “Public Stockholders” shall mean the holders of securities issued
in the Public Offering; (vii) “Trust Account” shall mean the trust fund into which a portion of the net proceeds
of the Public Offering and the sale of the Private Placement Warrants shall be deposited; and (viii) “Transfer”
shall mean the (a) sale or assignment of, offer to sell, contract or agreement to sell, hypothecate, pledge, grant of any option
to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent
position or liquidation with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Exchange
Act and the rules and regulations of the Commission promulgated thereunder with respect to, any security, (b) entry into any
swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any security,
whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (c) public announcement of
any intention to effect any transaction specified in clause (a) or (b). 


 


12. This Letter Agreement constitutes the entire
agreement and understanding of the parties hereto in respect of the subject matter hereof and supersedes all prior understandings, agreements,
or representations by or among the parties hereto, written or oral, to the extent they relate in any way to the subject matter hereof
or the transactions contemplated hereby. This Letter Agreement may not be changed, amended, modified or waived (other than to correct
a typographical error) as to any particular provision, except by a written instrument executed by all parties hereto.


 






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13. No party hereto may assign either this Letter
Agreement or any of its rights, interests, or obligations hereunder without the prior written consent of the other parties. 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 Letter Agreement shall be binding on the Sponsor and each Insider and their respective successors, heirs
and assigns and permitted transferees.


 


14. Nothing in this Letter Agreement shall be
construed to confer upon, or give to, any person or corporation other than the parties hereto any right, remedy or claim under or by reason
of this Letter Agreement or of any covenant, condition, stipulation, promise or agreement hereof. All covenants, conditions, stipulations,
promises and agreements contained in this Letter Agreement shall be for the sole and exclusive benefit of the parties hereto and their
successors, heirs, personal representatives and assigns and permitted transferees.


 


15. This Letter Agreement may be executed in any
number of original or facsimile counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all
such counterparts shall together constitute but one and the same instrument.


 


16. This Letter Agreement shall be deemed severable,
and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Letter
Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties
hereto intend that there shall be added as a part of this Letter Agreement a provision as similar in terms to such invalid or unenforceable
provision as may be possible and be valid and enforceable.


 


17. This Letter Agreement shall be governed by
and construed and enforced in accordance with the laws of the State of New York, without giving effect to conflicts of law principles
that would result in the application of the substantive laws of another jurisdiction. The parties hereto (i) all agree that any action,
proceeding, claim or dispute arising out of, or relating in any way to, this Letter Agreement shall be brought and enforced in the courts
of the New York City, in the State of New York, and irrevocably submit to such jurisdiction and venue, which jurisdiction and venue shall
be exclusive and (ii) waive any objection to such exclusive jurisdiction and venue or that such courts represent an inconvenient
forum.


 


18. Any notice, consent or request to be given
in connection with any of the terms or provisions of this Letter Agreement shall be in writing and shall be sent by express mail or similar
private courier service, by certified mail (return receipt requested), by hand delivery or facsimile transmission.


 


[Signature page follows]


 






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IN WITNESS WHEREOF, the parties
hereto have executed this Letter Agreement effective as of the date first written above.


 


 


	 	AULT DISRUPTIVE TECHNOLOGIES CORPORATION
	 	 
	 	By:	 
	 	 	Name:	 
	 	 	Title:	 


 


	 	AULT DISRUPTIVE TECHNOLOGIES COMPANY, LLC
	 	 
	 	By:	 
	 	 	Name:	 
	 	 	Title:	 


 


	 	A.G.P./ALLIANCE GLOBAL PARTNERS
	 	 
	 	By:	 
	 	 	Name:	 
	 	 	Title:	 



 


 


 


 


 


[Signature Page to Letter Agreement]