Employment Agreement, dated as of February 21, 2021, by and between Ryan Dickinson and AutoLotto, Inc

Exhibit 10.5

[COMPANY LETTERHEAD]

February 21, 2021

Ryan Dickinson

By E-mail

Re: Employment Agreement

Dear Mr. Dickinson:

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:

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.

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.

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).

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.

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.

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.

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.

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.

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

[SIGNATURE PAGE FOLLOWS]

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.

AGREED TO AND ACCEPTED:

[Signature Page to Dickinson Employment Letter]