5,000,000 Units Abri SPAC I, Inc. UNDERWRITING AGREEMENTUnderwriting Agreement • August 13th, 2021 • Abri SPAC I, Inc. • Blank checks • New York
Abri SPAC I, Inc. Beverly Hills, CA 90210Abri SPAC I, Inc. • July 15th, 2021 • Blank checks • New York
This agreement (the “Agreement”) is entered into on April [__], 2021 by and between ABRI Ventures I, LLC, a Delaware limited liability company (the “Subscriber” or “you”), and ABRI SPAC I, Inc., a Delaware corporation (the “Company,” “we” or “us”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 1,437,500 shares of common stock, $0.0001 par value per share of the Company (the “Shares”), up to 187,500 of which are subject to forfeiture by you if the underwriters of the initial public offering (“IPO”) of units (“Units”) of the Company, do not fully exercise their over-allotment option (the “Over-allotment Option”). The Company and the Subscriber’s agreements regarding such Shares are as follows:
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 8th, 2023 • Collective Audience, Inc. • Services-management consulting services • Delaware
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of the 2nd day of November, 2023, is made and entered into by and among Abri SPAC I, Inc., a Delaware corporation (the “Company”), the undersigned party listed under Investor on the signature page hereto (the “Investor”) and Chardan Capital Markets, LLC, as the underwriter (the “Underwriter”) in connection with this Agreement.
WARRANT AGREEMENTWarrant Agreement • August 13th, 2021 • Abri SPAC I, Inc. • Blank checks • New York
This Warrant Agreement (“Warrant Agreement”) is made as of August 9, 2021, by and between Abri SPAC I, Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company (the “Warrant Agent”).
COMMON STOCK PURCHASE WARRANT COLLECTIVE AUDIENCE, INC.Collective Audience, Inc. • February 20th, 2024 • Services-management consulting services
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, BROWN STONE CAPITAL, LTD. or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date set forth above (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on [___], 2029 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Collective Audience, Inc., a Delaware corporation (the “Company”), up to 1,000,000 shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • August 13th, 2021 • Abri SPAC I, Inc. • Blank checks • New York
This Agreement is made as of August 9, 2021 by and between Abri SPAC I, Inc. (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”).
Collective Audience, Inc. Indemnity AgreementIndemnity Agreement • November 8th, 2023 • Collective Audience, Inc. • Services-management consulting services • Delaware
This Indemnity Agreement (the “Agreement”) is made and entered into as of [___], 2023 between Collective Audience, Inc., a Delaware corporation (the “Company”), and [_____] (“Indemnitee”).
MERGER AGREEMENT dated as of September 9, 2022 by and among Logiq, Inc. (a Delaware corporation), DLQ, Inc. (a Nevada corporation), ABRI SPAC I, Inc., and ABRI Merger Sub, Inc.Merger Agreement • September 12th, 2022 • Abri SPAC I, Inc. • Finance services • Delaware
MERGER AGREEMENT dated as of September 9, 2022 (this “Agreement”), by and among Logiq, Inc., a Delaware corporation (the “DLQ Parent”), DLQ, Inc., a Nevada corporation (the “Company”), Abri SPAC I, Inc., a Delaware corporation (“Parent”), and Abri Merger Sub, Inc., a Delaware corporation (“Merger Sub”).
STOCK ESCROW AGREEMENTStock Escrow Agreement • August 13th, 2021 • Abri SPAC I, Inc. • Blank checks • New York
This STOCK ESCROW AGREEMENT, dated as of August 9, 2021 (“Agreement”), by and among Abri SPAC I, Inc., 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”).
Abri SPAC I, Inc. Beverly Hills, CA 90210 Chardan Capital Markets, LLCLetter Agreement • August 13th, 2021 • Abri SPAC I, Inc. • Blank checks • New York
This letter agreement (the “Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Abri SPAC I, Inc., a Delaware corporation (the “Company”) and Chardan Capital Markets, LLC,, as representative (the “Representative”) of the several underwriters (each an “Underwriter and collectively the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of up to 5,750,000 of the Company’s units (including up to750,000 units that may be purchased to cover the Underwriters’ option to purchase additional units, if any) (the “Units”), each comprised of one share of Common Stock of the Company, par value $0.0001 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.
PRIVATE PLACEMENT UNIT SUBSCRIPTION AGREEMENTPrivate Placement Unit Subscription Agreement • August 13th, 2021 • Abri SPAC I, Inc. • Blank checks • New York
This PRIVATE PLACEMENT UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of the 9th day of August 2021, by and between Abri SPAC I, Inc., a Delaware corporation (the “Company”), and Abri Ventures I , LLC, a Delaware limited liability company (the “Subscriber”).
LOCK-UP AGREEMENTLock-Up Agreement • November 8th, 2023 • Collective Audience, Inc. • Services-management consulting services
THIS LOCK-UP AGREEMENT (this “Agreement”) is dated as of November 2, 2023 by and between the undersigned stockholder (the “Holder”) and Collective Audience (f/k/a Abri SPAC I, Inc.), a Delaware corporation (the “Parent”).
JANUARY 1, 2024Letter Agreement • January 5th, 2024 • Collective Audience, Inc. • Services-management consulting services • New York
This letter agreement (this “Agreement”) is entered into between Chris Andrews (“you”) and Collective Audience, Inc., a Delaware corporation (the “Company”). This Agreement shall be effective January 1, 2024. This Agreement confirms the current terms and conditions of your employment with the Company. This Agreement supersedes all prior negotiations, representations or agreements between you and the Company, including any prior consulting agreement, understanding or offer letter between you and the Company.
PARENT STOCKHOLDER SUPPORT AGREEMENTParent Stockholder Support Agreement • September 12th, 2022 • Abri SPAC I, Inc. • Finance services
This PARENT STOCKHOLDER SUPPORT AGREEMENT, dated as of September 9, 2022 (this “Parent Support Agreement”), is entered into by and among the stockholder named on the signature page hereto (the “Stockholder”), DLQ, Inc., a Nevada corporation (the “Company”), and Abri SPAC I, Inc., a Delaware corporation (“Parent”). Capitalized terms used but not defined in this Parent Support Agreement shall have the meanings ascribed to them in the Merger Agreement (as defined below).
SPONSOR EARNOUT AGREEMENTSponsor Earnout Agreement • November 8th, 2023 • Collective Audience, Inc. • Services-management consulting services • Delaware
This Sponsor Earnout Agreement (this “Agreement”), dated as of November 2, 2023, is entered into by and between Abri Ventures I, LLC, a Delaware limited liability company (the “Sponsor”), and Abri SPAC I, Inc., a Delaware corporation (“Parent”). The Sponsor and Parent are sometimes referred to herein each as a “Party” and together the “Parties”.
ESCROW AGREEMENTEscrow Agreement • November 8th, 2023 • Collective Audience, Inc. • Services-management consulting services
THIS ESCROW AGREEMENT (“Agreement”) is made and entered into as of November 2, 2023 by and between Logiq, Inc. a corporation (“Parent”) and Brent Suen, as joint representatives (the “Stockholder Representatives”) of the Persons identified from time to time on Schedule 1 hereto; and Continental Stock Transfer & Trust Company, a New York corporation (the “Escrow Agent”).
COMMON STOCK PURCHASE WARRANT COLLECTIVE AUDIENCE, INC.Collective Audience, Inc. • December 26th, 2023 • Services-management consulting services
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [INVESTOR] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date set forth above (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on December 19, 2026 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Collective Audience, Inc., a Delaware corporation (the “Company”), up to [ ] shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
ABRI SPAC I, INC.Merger Agreement • May 10th, 2022 • Abri SPAC I, Inc. • Finance services • New York
Reference is made to that certain Merger Agreement dated January 27, 2022 (the “Merger Agreement”) among Apifiny Group, Inc. (“Apifiny”), Abri SPAC I, Inc. (“Parent”), Abri Merger Sub, Inc. (“Abri Sub”) and Erez Simha, as securityholder representative, pursuant to which, Abri Sub will merge with and into Apifiny, after which Apifiny will be the surviving company and a wholly-owned subsidiary of Parent (the “Merger”) and Parent shall change its name to “Apifiny Group, Inc.”.
COMPANY STOCKHOLDER SUPPORT AGREEMENTCompany Stockholder Support Agreement • February 2nd, 2022 • Abri SPAC I, Inc. • Blank checks
This COMPANY STOCKHOLDER SUPPORT AGREEMENT, dated as of January 27, 2022 (this “Company Support Agreement”), is entered into by and among the stockholder named on the signature page hereto (the “Stockholder”), Apifiny Group Inc., a Delaware corporation (the “Company”), and Abri SPAC I, Inc., a Delaware corporation (“Parent”). Capitalized terms used but not defined in this Company Support Agreement shall have the meanings ascribed to them in the Merger Agreement (as defined below).
ABRI SPAC I, INC.Merger Agreement • November 8th, 2023 • Collective Audience, Inc. • Services-management consulting services
Reference is made to that certain Merger Agreement dated September 9, 2022 (the “Merger Agreement”) among DLQ, Inc. (“DLQ”), Logiq, Inc. (“DLQ Parent”), Abri SPAC I, Inc. (“Parent”), and Abri Merger Sub, Inc. (“Abri Sub”) pursuant to which, Abri Sub will merge with and into DLQ, after which DLQ will be the surviving company and a wholly-owned subsidiary of Parent (the “Merger”) and Parent shall change its name to “Collective Audience, Inc.”.
ASSURANCE ESCROW AGREEMENTAssurance Escrow Agreement • May 10th, 2022 • Abri SPAC I, Inc. • Finance services • Delaware
THIS ASSURANCE ESCROW AGREEMENT (this “Agreement”), dated as of February 3, 2022, is entered into by and among Abri Ventures I, LLC, a Delaware limited liability company (the “Sponsor”), Apifiny Group Inc., a Delaware corporation (the “Company”), TipTop Century Limited (“TipTop”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Escrow Agent”).
SECOND AMENDMENT TO THE MERGER AGREEMENT AND WAIVERMerger Agreement and Waiver • June 20th, 2023 • Abri SPAC I, Inc. • Services-management consulting services • Delaware
This Second Amendment to the Merger Agreement (this “Amendment”) is made and entered into as of the date first set forth above (the “Amendment Date”) by and among Logiq, Inc., a Delaware corporation (the “DLQ Parent”), DLQ, Inc., a Nevada corporation (the “Company”), Abri SPAC I, Inc., a Delaware corporation (“Parent”), and Abri Merger Sub, Inc., a Delaware corporation (“Merger Sub”). The DLQ Parent, the Company, Parent, and Merger Sub, are sometimes referred to herein individually as a “Party” and, collectively, as the “Parties.”
Abri SPAC I, Inc.Abri SPAC I, Inc. • August 13th, 2021 • Blank checks • New York
This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) for the initial public offering (the “IPO”) of the securities of Abri SPAC I, Inc. (the “Company”) and continuing until the earlier of (i) the consummation by the Company of an initial business combination or (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), Abri Ventures I, LLC. (the “Sponsor”) shall make available to the Company certain office space, utilities and secretarial and administrative support as may be required by the Company from time to time, situated at 9663 Santa Monica Blvd., No. 1091, Beverly Hills, CA 90210 (or any successor location). In exchange therefor, the Company shall pay the Sponsor the sum of $10,000 per month on the Effective Date and continuing monthly thereafter until the Termination Date
MANAGEMENT EARNOUT AGREEMENTManagement Earnout Agreement • November 8th, 2023 • Collective Audience, Inc. • Services-management consulting services • Delaware
This Management Earnout Agreement (this “Agreement”), dated as of November 2, 2023, is entered into by and among each member of management of DLQ, Inc. set forth on Exhibit A (the “Management Members”), and Collective Audience, Inc. (f/k/a) Abri SPAC I, Inc., a Delaware corporation (“Parent”). The Management Members and Parent are sometimes referred to herein each as a “Party” and together the “Parties”.
MANAGED SERVICES AGREEMENTManaged Services Agreement • May 11th, 2023 • Abri SPAC I, Inc. • Services-management consulting services • Delaware
THIS MANAGED SERVICES AGREEMENT (this “Agreement”) is made and entered into as of October 27, 2022 (the “Effective Date”) by and between: LOGIQ, INC., a Delaware corporation with offices at 85 Broad Street, 16-079, New York, New York 10004 (“Logiq”); BATTLEBRIDGE ACQUISITION CO, LLC, a single-member Nevada limited liability company wholly owned by Logiq, with offices at 85 Broad Street, 16-079, New York, New York 10004 (“BattleBridge”); and REGAL NUTRA LLC, [*] (“Regal Nutra”). Each of Logiq, BattleBridge and Regal Nutra may be referred to herein as a “Party”; and collectively, they shall be referred to herein as the “Parties.”
FIRST AMENDMENT TO THE MERGER AGREEMENTMerger Agreement • May 2nd, 2023 • Abri SPAC I, Inc. • Services-management consulting services • Delaware
This First Amendment to the Merger Agreement (this “Amendment”) is made and entered into as of the date first set forth above (the “Amendment Date”) by and among Logiq, Inc., a Delaware corporation (the “DLQ Parent”), DLQ, Inc., a Nevada corporation (the “Company”), Abri SPAC I, Inc., a Delaware corporation (“Parent”), and Abri Merger Sub, Inc., a Delaware corporation (“Merger Sub”). The DLQ Parent, the Company, Parent, and Merger Sub, are sometimes referred to herein individually as a “Party” and, collectively, as the “Parties.”
FORM OF VOTING AGREEMENTForm of Voting Agreement • November 3rd, 2022 • Abri SPAC I, Inc. • Finance services • Delaware
This Voting Agreement (this “Agreement”) is made as of [__], 2022, by and among DataLogiq, Inc. (f/k/a Abri SPAC I, Inc.), a Delaware corporation (the “Parent”), Abri Ventures I, LLC (the “Sponsor”), and each of the individuals and entities set forth on the signature page hereto (each a “Voting Party” and collectively, the “Voting Parties”). For purposes of this Agreement, capitalized terms used and not defined herein shall have the respective meanings ascribed to them in the Merger Agreement (as defined below). This Agreement shall be effective as of the Closing Date of the Merger.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 20th, 2024 • Collective Audience, Inc. • Services-management consulting services • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of [___], 2024, between Collective Audience, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
THIRD AMENDMENT TO THE MERGER AGREEMENTMerger Agreement • July 25th, 2023 • Abri SPAC I, Inc. • Services-management consulting services • Delaware
This Third Amendment to the Merger Agreement (this “Amendment”) is made and entered into as of the date first set forth above (the “Amendment Date”) by and among Logiq, Inc., a Delaware corporation (the “DLQ Parent”), DLQ, Inc., a Nevada corporation (the “Company”), Abri SPAC I, Inc., a Delaware corporation (“Parent”), and Abri Merger Sub, Inc., a Delaware corporation (“Merger Sub”). The DLQ Parent, the Company, Parent, and Merger Sub, are sometimes referred to herein individually as a “Party” and, collectively, as the “Parties.”
Feinstein Law, P.C. Attorney at LawAbri SPAC I, Inc. • September 5th, 2023 • Services-management consulting services
Re: Merger Agreement dated as of September 9, 2022 by and among Logiq, Inc. (a Delaware corporation), DLQ, Inc. (a Nevada corporation), ABRI SPAC I, Inc., and ABRI Merger Sub, Inc. (the “Agreement”)
CUSTODIAN AGREEMENTCustodian Agreement • May 10th, 2022 • Abri SPAC I, Inc. • Finance services • New York
This Custodian Agreement (this “AGREEMENT”) effective on the date indicated on the signature page below (the “Effective Date”) by and between Etana Trust Company dba Etana Custody, a Colorado Corporation having its principal office located at 999 17th Street, Suite 300, Denver CO 80202 (hereinafter “ETANA”) and the client whose information is set forth on the signature page hereto (hereinafter the “CLIENT”).
MASTER AGREEMENTMaster Agreement • May 10th, 2022 • Abri SPAC I, Inc. • Finance services • California
This Master Agreement (together with all exhibits and attachments hereto, the “Agreement”) is made and entered into as of the 18th day of April , 2019 (the “Effective Date”) by and between IDM Global, Inc., a Delaware corporation (“IDM”), and 55 Global, Inc., a Delaware corporation (“Client”). Each of IDM and Client is sometimes referred to herein as a “Party”, and collectively, as “Parties”. The Parties, intending to be legally bound, agree as follows:
JOINT VENTURE & SOFTWARE LICENSE AGREEMENTJoint Venture & Software License Agreement • March 1st, 2024 • Collective Audience, Inc. • Services-management consulting services • New York
This Joint Venture and Software License Agreement (this “Agreement”), is hereby made and entered into on February 29, 2024 (the “Effective Date”) by and between The Odyssey SAS (dba BeOp) (“BeOp”), a company organized under the laws of France and Collective Audience, Inc., a Delaware corporation (“Collective Audience”). BeOp and Collective Audience are sometimes individually herein referred to as a “Party” and collectively as the “Parties.”
FORM OF SPONSOR LOCK-UP AGREEMENTLock-Up Agreement • May 10th, 2022 • Abri SPAC I, Inc. • Finance services
THIS SPONSOR LOCK-UP AGREEMENT (this “Agreement”) is dated as of January [•], 2022 by and between Abri Ventures I, LLC (the “Sponsor”) and Abri SPAC I, Inc., a Delaware corporation (the “Parent”).
FIREBLOCKS LICENSE AGREEMENT (w/o Additional Liability Protection)Fireblocks License Agreement • May 10th, 2022 • Abri SPAC I, Inc. • Finance services • New York
IF YOU ARE ENTERING INTO THIS AGREEMENT ELECTRONICALLY AND YOU HAVE ALREADY ENTERED INTO A SEPARATE LICENSE AGREEMENT DIRECTLY WITH FIREBLOCKS LTD. OR FIREBLOCKS INC., (AS MAY BE APPLICABLE, “FIREBLOCKS”, “US”, “WE” OR “LICENSOR”) IN CONNECTION WITH THE ACCESS OR USE OF THE SERVICE (DEFINED BELOW)THEN THIS LICENSE AGREEMENT (“AGREEMENT”) SHALL NOT APPLY, EVEN IF YOU ARE REQUIRED TO CLICK “I AGREE”, “ACCEPT” OR OTHER SIMILAR BUTTON AFFIRMING YOUR CONSENT TO THIS AGREEMENT. OTHERWISE, PLEASE READ THE FOLLOWING CAREFULLY BEFORE INSTALLING AND/OR USING THE SERVICE.
