FORM OF LOCK-UP AGREEMENTLock-Up Agreement • February 11th, 2022 • Abri SPAC I, Inc. • Blank checks
THIS LOCK-UP AGREEMENT (this “Agreement”) is dated as of January [●], 2022 by and between the undersigned stockholder (the “Holder”) and Abri SPAC I, Inc., a Delaware corporation (the “Parent”).
FORM OF SPONSOR EARNOUT AGREEMENTSponsor Earnout Agreement • February 11th, 2022 • Abri SPAC I, Inc. • Blank checks • New York
This Sponsor Earnout Agreement (this “Agreement”), dated as of January [●], 2022, 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”.
ABRI SPAC I, INC.Merger Agreement • February 11th, 2022 • Abri SPAC I, Inc. • Blank checks • New York
Reference is made to that certain Merger Agreement dated [●] (the “Merger Agreement”) among Apifiny Group Inc. (“Apifiny”), Abri SPAC I, Inc. (“Parent”), Abri Merger Sub, Inc. (“Abri Sub”) and Howard Steinberg, 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.”.
ASSURANCE ESCROW AGREEMENTAssurance Escrow Agreement • February 11th, 2022 • Abri SPAC I, Inc. • Blank checks • 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”).
EXHIBIT M FORM OF VOTING AGREEMENTForm of Voting Agreement • February 11th, 2022 • Abri SPAC I, Inc. • Blank checks • Delaware
This Voting Agreement (this “Agreement”) is made as of [__], 2022, by and among Apifiny Group 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.
FORM OF EARNOUT ESCROW AGREEMENTEarnout Escrow Agreement • February 11th, 2022 • Abri SPAC I, Inc. • Blank checks • Delaware
THIS EARNOUT ESCROW AGREEMENT (this “Agreement”) is made and entered into as of January [●], 2022, by and among Abri SPAC I, Inc., a Delaware corporation (“Parent”), Abri Ventures I, LLC, a Delaware limited liability company (the “Sponsor”), Howard Steinberg (the “Securityholder Representative”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Escrow Agent”).
FORM OF INDEMNIFICATION ESCROW AGREEMENTIndemnification Escrow Agreement • February 11th, 2022 • Abri SPAC I, Inc. • Blank checks • Delaware
THIS INDEMNIFICATION ESCROW AGREEMENT (this “Agreement”) is made and entered into as of [__________], 2022, by and among Abri Ventures I, LLC, a Delaware limited liability company (the “Indemnified Party Representative”), solely in its capacity as representative, agent and attorney-in-fact of Abri SPAC I Inc. (the “Parent”) as the Indemnified Party under the Merger Agreement, Erez Simha (the “Securityholder Representative”), solely in his capacity as representative, agent and attorney-in-fact of the Company Securityholders, and Continental Stock Transfer & Trust Company, a New York corporation (the “Escrow Agent”).
ASSURANCE AGREEMENTAssurance Agreement • February 11th, 2022 • Abri SPAC I, Inc. • Blank checks • Delaware
This Assurance 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”), and TipTop Century Limited, (“TipTop”). The Sponsor, the Company and TipTop are sometimes referred to herein each as a “Party” and together the “Parties”. Capitalized terms used but not defined herein shall have their respective meanings assigned to them in the Merger Agreement (defined below).
FORM OF AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 11th, 2022 • Abri SPAC I, Inc. • Blank checks • New York
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of the [●] day of January, 2022, 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.
