17,500,000 Units Trident Acquisitions Corp. UNDERWRITING AGREEMENTUnderwriting Agreement • June 4th, 2018 • Trident Acquisitions Corp. • Blank checks • New York
The undersigned, Trident Acquisitions Corp., a Delaware corporation (“Company”), hereby confirms its agreement with Chardan Capital Markets, LLC (hereinafter referred to as “you”, “Chardan”, or as the “Representative”) and with the other underwriters named on Schedule A hereto for which you are acting as representative (the Representative and the other Underwriters being collectively referred to herein as the “Underwriters” or, individually, an “Underwriter”), as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 4th, 2018 • Trident Acquisitions Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the 29th day of May, 2018, by and among Trident Acquisitions Corp., a Delaware corporation (the “Company”) and the undersigned parties listed under Investor on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
FORM OF INDEMNITY AGREEMENTForm of Indemnity Agreement • April 30th, 2018 • Trident Acquisitions Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [____________], 2018, by and between Trident Acquisitions Corp., a Delaware corporation (the “Company”), and [_____________] (“Indemnitee”).
WARRANT AGREEMENTWarrant Agreement • June 4th, 2018 • Trident Acquisitions Corp. • Blank checks • New York
This Warrant Agreement (“Warrant Agreement”) is made as of May 29, 2018, by and between Trident Acquisitions Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company (the “Warrant Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • June 4th, 2018 • Trident Acquisitions Corp. • Blank checks • New York
This Agreement is made as of May 29, 2018 by and between Trident Acquisitions Corp. (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”).
Trident Acquisitions Corp. New York, NY 10005Trident Acquisitions Corp. • May 21st, 2018 • Blank checks
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Trident Acquisitions Corp., a Delaware corporation (the “Company”), and Chardan Capital Markets LLC, as Representative (the “Representative”) of the several Underwriters named in Schedule I thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each comprised of one share of Common Stock of the Company, par value $0.001 per share (the “Common Stock”), and one warrant, with each warrant being exercisable to purchase one share of Common Stock at a price of $11.50 per share (“Warrant”). Certain capitalized terms used herein are defined in paragraph 14 hereof.
COMPANY LETTERHEAD]Lottery.com Inc. • November 4th, 2021 • Services-prepackaged software • Texas
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”).
Trident Acquisitions Corp. New York, NY 10005Trident Acquisitions Corp. • April 30th, 2018 • Blank checks
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Trident Acquisitions Corp., a Delaware corporation (the “Company”), and Chardan Capital Markets, LLC, as Representative (the “Representative”) of the several Underwriters named in Schedule I thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each comprised of one share of Common Stock of the Company, par value $0.001 per share (the “Common Stock”), and one warrant, with each warrant being exercisable to purchase one share of Common Stock at a price of $11.50 per share (“Warrant”). Certain capitalized terms used herein are defined in paragraph 14 hereof.
Schedule 1 Amended and Restated Loan Agreement United Capital Investments London LimitedLoan Agreement • February 22nd, 2024 • Lottery.com Inc. • Services-prepackaged software
This loan agreement (the “Agreement”) is originally made on 26 July 2023, subsequently amended and restated by an amendment and restatement agreement executed on 8 August 2023 and subsequently further amended and restated by an amendment and restatement agreement executed on ___ February 2024 by and between:
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • May 21st, 2018 • Trident Acquisitions Corp. • Blank checks • New York
This Agreement is made as of [________], 2018 by and between Trident Acquisitions Corp. (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”).
AMENDMENT TO THE INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • September 1st, 2020 • Trident Acquisitions Corp. • Blank checks • New York
This Amendment No. 3 (this “Amendment”), dated as of August 31, 2020, to the Investment Management Trust Agreement (as defined below) is made by and between Trident Acquisitions Corp. (the “Company”) and Continental Stock Transfer & Trust Company, as trustee (“Trustee”). All terms used but not defined herein shall have the meanings assigned to them in the Trust Agreement.
LOAN AGREEMENT DEED, DEBETURE DEED AND SECURIZATIONLoan Agreement • May 10th, 2023 • Lottery.com Inc. • Services-prepackaged software
AMENDMENT TO THE INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • December 2nd, 2020 • Trident Acquisitions Corp. • Blank checks • New York
This Amendment No. 4 (this “Amendment”), dated as of December 1, 2020, to the Investment Management Trust Agreement (as defined below) is made by and between Trident Acquisitions Corp. (the “Company”) and Continental Stock Transfer & Trust Company, as trustee (“Trustee”). All terms used but not defined herein shall have the meanings assigned to them in the Trust Agreement.
INITIAL STOCKHOLDER FORFEITURE AGREEMENTInitial Stockholder Forfeiture Agreement • November 4th, 2021 • Lottery.com Inc. • Services-prepackaged software
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).
AMENDMENT TO THE INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • May 27th, 2021 • Trident Acquisitions Corp. • Blank checks • New York
This Amendment No. 6 (this “Amendment”), dated as of May 27, 2021, to the Investment Management Trust Agreement (as defined below) is made by and between Trident Acquisitions Corp. (the “Company”) and Continental Stock Transfer & Trust Company, as trustee (“Trustee”). All terms used but not defined herein shall have the meanings assigned to them in the Trust Agreement.
CONSULTING AGREEMENTConsulting Agreement • July 6th, 2022 • Lottery.com Inc. • Services-prepackaged software • Texas
AutoLotto, Inc. dba Lottery.com, a Delaware corporation duly organized under law and having a usual place of business at 20808 State Hwy 71 W, Unit B, Spicewood, TX 78669 (hereinafter referred to as the “COMPANY”)
United Capital Investments London Limited as Lender and Lottery.com, Inc. as Borrower Loan Agreement CONTENTSLoan Agreement • August 1st, 2023 • Lottery.com Inc. • Services-prepackaged software
Definitive Agreement with Nook Holdings Limited.Definitive Agreement • November 30th, 2023 • Lottery.com Inc. • Services-prepackaged software
Lottery.com Inc. (the “Company” or the “Registrant”) entered into a Stock Purchase Agreement (the “Agreement”) effective September 28, 2023, with the shareholders of Nook Holdings Limited (“Nook”), a private limited company incorporated and registered in the Abu Dhabi Global Market, Abu Dhabi, United Arab Emirates (“UAE”).
March 28, 2022 By Email Katie Lever Re: Amendment to Employment Agreement Dear Ms. Lever:Employment Agreement • April 1st, 2022 • Lottery.com Inc. • Services-prepackaged software
This letter hereby amends and modifies that certain letter agreement, (the “Employment Agreement”), dated as of March 19, 2021, by and between Lottery.com Inc. (f/k/a AutoLotto, Inc.), a Delaware corporation (the “Company”), and you, as follows:
Re: Employment AgreementLetter Agreement • April 1st, 2022 • Lottery.com Inc. • Services-prepackaged software • Texas
This letter agreement (the “Agreement”) confirms, effective March 22, 2021 (the “Starting Date”), on the terms and conditions of your employment with AutoLotto, Inc. (the “Company”), as follows:
INITIAL STOCKHOLDER FORFEITURE AGREEMENTInitial Stockholder Forfeiture Agreement • September 20th, 2021 • Trident Acquisitions Corp. • Services-prepackaged software
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).
PARTNERSHIP AGREEMENT BETWEENPartnership Agreement • September 20th, 2021 • Trident Acquisitions Corp. • Services-prepackaged software • Delaware
AutoLotto, Inc. (d/b/a Lottery.com), a Delaware corporation, and any of its subsidiar ie s, with its parent company having headquarters at 20808 State Highway 71 W Unit B, Spicewood, TX 78669, USA (the “Company”); and
Amended and Restated Loan Agreement United Capital Investments London Limited as Lender and Lottery.com Inc as Borrower amended and Restated Loan AgreementLoan Agreement • April 3rd, 2024 • Lottery.com Inc. • Services-prepackaged software
This loan agreement (the “Agreement”) is originally made on 26 July 2023 and subsequently amended and restated by an amendment and restatement agreement executed on 8 August 2023 by and between:
INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • October 5th, 2021 • Trident Acquisitions Corp. • Services-prepackaged software • Delaware
THIS INVESTOR RIGHTS AGREEMENT (as it may be amended, supplemented or restated from time to time in accordance with the terms of this Agreement, this “Agreement”), dated as of [●], 2021 (the “Effective Date”), is made by and among (i) Lottery.com., a Delaware corporation formerly named Trident Acquisitions Corp. (the “Company”), (ii) certain stockholders of the Company that were formerly stockholders of AutoLotto, Inc., a Delaware corporation (“AutoLotto”), listed on Schedule I (the “AutoLotto Stockholders”), and (iii) certain stockholders of the Company listed on Schedule II (each, an “Initial Stockholder” and collectively, the Initial Stockholders”, together with the AutoLotto Stockholders, each a “Stockholder” and collectively, the “Stockholders”). Each of the Company, the Initial Stockholders and the AutoLotto Stockholders may be referred to herein as a “Party” and collectively as the “Parties”. Capitalized terms used but not otherwise defined herein shall have the respective meani
Dated 12 June 2023 Amendment and Restatement Agreement in respect of a Loan Agreement (Deed) dated 7 December 2022 between Woodford Eurasia Assets Ltd as Lender and Lottery.com Inc as Borrower White & Case LLP 5 Old Broad Street London EC2N IDWLoan Agreement • April 3rd, 2024 • Lottery.com Inc. • Services-prepackaged software
The Borrower on the date of execution of this Agreement and the Effective Date makes the representations and warranties set out in Clause 5 (Borrower’s Representations and Warranties) of the Loan Agreement as if references to “this Agreement” in those representations were references to this Agreement.
AMENDMENT NO. 5 TO THE INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • May 20th, 2021 • Trident Acquisitions Corp. • Blank checks • New York
This Amendment No. 5 (this “Amendment”), dated as of May 20, 2021, to the Investment Management Trust Agreement (as defined below) is made by and between Trident Acquisitions Corp. (the “Company”) and Continental Stock Transfer & Trust Company, as trustee (“Trustee”). All terms used but not defined herein shall have the meanings assigned to them in the Trust Agreement.
STOCK ESCROW AGREEMENTStock Escrow Agreement • April 30th, 2018 • Trident Acquisitions Corp. • Blank checks • New York
This STOCK ESCROW AGREEMENT, dated as of [·], 2018 (“Agreement”), by and among TRIDENT ACQUISITIONS CORP., a Delaware corporation (“Company”) and the initial shareholders listed on the signature pages hereto (collectively, the “Initial Shareholders”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (“Escrow Agent”).
Amendment and Restatement Agreement No. 2Agreement • February 22nd, 2024 • Lottery.com Inc. • Services-prepackaged software
RESIGNATION LETTERLottery.com Inc. • September 9th, 2022 • Services-prepackaged software
Reference is made to that certain Term Sheet, (the “Term Sheet”), by and between Lottery.com Inc. (the “Company”) and Woodford Eurasia Assets Ltd. Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to them in the Term Sheet.
AMENDMENT TO THE INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • November 27th, 2019 • Trident Acquisitions Corp. • Blank checks • New York
This Amendment No. 1 (this “Amendment”), dated as of November 27, 2019, to the Investment Management Trust Agreement (as defined below) is made by and between Trident Acquisitions Corp. (the “Company”) and Continental Stock Transfer & Trust Company, as trustee (“Trustee”). All terms used but not defined herein shall have the meanings assigned to them in the Trust Agreement.
Amendment AgreementAmendment Agreement • August 24th, 2023 • Lottery.com Inc. • Services-prepackaged software
STOCK ESCROW AGREEMENTStock Escrow Agreement • June 4th, 2018 • Trident Acquisitions Corp. • Blank checks • New York
This STOCK ESCROW AGREEMENT, dated as of May 29, 2018 (“Agreement”), by and among TRIDENT ACQUISITIONS CORP., a Delaware corporation (“Company”) and the initial shareholders listed on the signature pages hereto (collectively, the “Initial Shareholders”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (“Escrow Agent”).
VK Consulting, Inc.Trident Acquisitions Corp. • April 30th, 2018 • Blank checks
This letter will confirm our agreement that commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) relating to the initial public offering of the securities of Trident Acquisitions Corp. (the “Company”) and continuing until the consummation by the Company of an acquisition transaction or the distribution of the trust account to the Company’s then public shareholders (as described in the Registration Statement), VK Consulting, Inc. (the “Firm”) shall make available to the Company certain general and administrative services, including the use of office space, utilities and secretarial support, as may be required by the Company from time to time, at [___________________] (or any successor location). In exchange therefor, the Company shall pay the Firm at the rate of $7,500 per month. Notwithstanding the foregoing, if the Company’s audit committee determines that the Company lacks sufficient funds outside of the trust account to
March 23, 2022 By Email Matt Clemenson Re: Amendment to Employment Agreement Dear Mr. Clemenson:Employment Agreement • April 1st, 2022 • Lottery.com Inc. • Services-prepackaged software
Effective as of March 10, 2022, this letter hereby amends and modifies that certain letter agreement, (the “Employment Agreement”), dated as of February 21, 2021, by and between Lottery.com Inc. (f/k/a AutoLotto, Inc.), a Delaware corporation (the “Company”), and you, as follows:
Dated August 18, 2023 Amendment Agreement in respect of a Loan Agreement (Deed) dated 26 July 2023 and amended and restated on 8 August 2023 between United Capital Investments London Limited as Lender and Lottery.com Inc as Borrower White & Case llp 5...Amendment Agreement • April 3rd, 2024 • Lottery.com Inc. • Services-prepackaged software
