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.
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”).
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”).
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”).
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.”.
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”.
VOTING AGREEMENTVoting Agreement • November 8th, 2023 • Collective Audience, Inc. • Services-management consulting services • Delaware
This Voting Agreement (this “Agreement”) is made as of November 2, 2023, by and among Collective Audience, 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.
RIGHT OF FIRST REFUSAL AGREEMENTRight of First Refusal Agreement • November 8th, 2023 • Collective Audience, Inc. • Services-management consulting services • New York
This RIGHT OF FIRST REFUSAL AGREEMENT, dated as of November 2, 2023 (this “Agreement”), is entered into by and between DLQ, Inc., a Nevada corporation (the “Company”), Abri SPAC I, Inc., a Delaware corporation (“Abri”) and ABRI VENTURES I, LLC (“AVI”).
