Lottery.com Inc. appointed Lawrence Anthony DiMatteo III as new CEO

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.


Executive Officers and Directors


Upon the consummation of the Business Combination, and in accordance with the terms of the Business Combination Agreement, each executive officer of TDAC resigned from such office and each member of the board of directors of TDAC ceased serving in such capacities. At the Special Meeting, each of Lawrence Anthony DiMatteo III, Matthew Clemenson, Lisa Borders, Steven Cohen, Joseph Kaminkow and Richard Kivel were elected to serve as directors of the Combined Company. The directors were divided among the following classes:


- the Class I directors will be Steven Cohen and Joseph Kaminkow, and their terms will expire at the annual meeting of stockholders to be held in 2022; 


- the Class II directors will be Matthew Clemenson and Richard Kivel, and their terms will expire at the annual meeting of stockholders to be held in 2023; and 


- the Class III directors will be Lawrence Anthony DiMatteo III and Lisa Borders, and their terms will expire at the annual meeting of stockholders to be held in 2024. 


Upon the consummation of the Business Combination, the Combined Company established a nominating and corporate governance committee and appointed new members to each of the audit committee and compensation committee. Steven Cohen, Lisa Borders and Richard Kivel were appointed to serve on the Combined Company's audit committee, with Steven Cohen serving as the chair and Steven Cohen and Richard Kivel qualifying as an audit committee financial expert, as such term is defined in Item 407(d)(5) of Regulation S-K. Richard Kivel, Lisa Borders and Joseph Kaminkow were appointed to serve on the Combined Company's compensation committee, with Richard Kivel serving as the chair. Lisa Borders, Steven Cohen and Richard Kivel were appointed to serve on the Combined Company's nominating and corporate governance committee, with Lisa Borders serving as chair.


Additionally, upon the consummation of the Business Combination, Lawrence Anthony DiMatteo III was appointed as Chief Executive Officer; Matthew Clemenson was appointed as Chief Commercial Officer; Ryan Dickinson was appointed as Acting Chief Financial Officer, Chief Operating Officer, President and Treasurer; and Kathryn Lever was appointed as Chief Legal Officer and Secretary. On October 29, 2021, Lottery.com separated from Luc Vanhal, who had been on compassion leave for personal reasons.


Reference is made to the disclosure described in the Definitive Proxy in the section titled "Combined Company Management and Governance After the Business Combination" beginning on page 199 for biographical information about each of the directors and officers following the Business Combination, which is incorporated herein by reference, excepted as provided herein with respect to Mr. Vanhal.


2021 Equity Plan


At the Special Meeting, the TDAC stockholders approved the Equity Plan. Subject to adjustment in the event of certain corporate transactions, including a stock dividend, stock split or combination of shares (including a reverse stock split), recapitalization or other change in the Combined Company's capital structure, the maximum number of shares of Common Stock that may be delivered in satisfaction of awards under the Equity Plan is 13,130,368 shares of Common Stock; provided that the total number of shares of Common Stock that will be reserved, and that may be issued, under the Equity Plan will automatically increase on the first trading day of each calendar year, beginning with calendar year 2022, by a number of shares of Common Stock equal to five percent of the total outstanding shares of Common Stock on the last day of the prior calendar year. The purpose of the Equity Plan is to assist the Combined Company in attracting, motivating and retaining selected individuals who will serve as employees, officers, directors, consultants and advisors, whose judgment, interest and special effort is critical to the successful conduct of the Combined Company's operation by allowing awards to be issued under the Equity Plan that will motivate recipients to offer their maximum effort to the Combined Company and help focus them on the creation of long-term value consistent with the interests of stockholders. The Combined Company expects the Board or the compensation committee will make grants of awards under the Equity Plan to eligible participants.


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The description is set forth in the Definitive Proxy section titled "Proposal No. 6-The Equity Plan Proposal", which is incorporated herein by reference. A copy of the full text of the Equity Plan is filed as Exhibit 10.7 to this Current Report on Form 8-K and is incorporated herein by reference.


Employment Agreements


A description of the employment agreements between Lawrence Anthony DiMatteo III, Matt Clemenson and Ryan Dickinson and AutoLotto is set forth in the Definitive Proxy in the section titled "Lottery.com Executive Compensation - Compensation Arrangements for 2021". The Combined Company may amend these employment agreements following the Business Combination to, among other things, assign the employment agreements to the Combined Company or another of its subsidiaries.


A copy of the full text of the employment agreements for each of Lawrence Anthony DiMatteo III, Matt Clemenson and Ryan Dickinson is filed as Exhibits 10.3, 10.4 and 10.5, respectively, to this Current Report on Form 8-K and is incorporated herein by reference.


Indemnification of Directors and Officers


The disclosure set forth in Item 2.01 of this Current Report on Form 8-K under the section titled "Indemnification of Directors and Officers" is incorporated in this Item 5.02 by reference.