Exhibit 10.12


 


FORM OF


 


MANAGEMENT EARNOUT AGREEMENT


 


This Management Earnout Agreement
(this “Agreement”), dated as of [●], 2022, is entered into by and among each member of management of DLQ,
Inc. set forth on Exhibit A (the “Management Members”), and 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”.


 


Recitals


 


WHEREAS, Parent, Abri Merger
Sub, Inc., a Delaware corporation (“Merger Sub”), DLQ, Inc., a Nevada corporation (the “Company”),
and Logiq, Inc., a Delaware corporation (the “DLQ Parent”) have entered into a Merger Agreement (the “Merger
Agreement”; capitalized terms used but not defined herein shall have their respective meanings assigned to them in the Merger
Agreement), dated as of September 9, 2022, pursuant to which Merger Sub will merge with and into the Company (the “Merger”)
and the Company will be the surviving company and a wholly-owned subsidiary of Parent; and


 


WHEREAS, as a condition and
an inducement to Parent and the Company entering into the Merger Agreement, the Management Members and Parent have agreed that an aggregate
of 2,000,000 shares of Parent Common Stock (collectively, the “Management Earnout Shares”) will be issued to
the Management Members in the amounts set forth on Schedule A free and clear of all Liens.


 


NOW, THEREFORE, in consideration
of the premises, representations, warranties and the mutual covenants contained in this Agreement, and for other good and valuable consideration,
the receipt, sufficiency and adequacy of which are hereby acknowledged, the Parties agree as follows:


 


Agreement


 


1. Definitions.
For purposes hereof, the following terms when used in this Agreement shall have the respective meanings
set forth below:


 


“Earnout Period”
means the First Earnout Period, the Second Earnout Period and the Third Earnout Period, as applicable.


 


“First Earnout Period”
means the period from and after the Closing until the first anniversary of the Closing Date.


 


“First Milestone Event”
means the occurrence of the following event: the closing share price of the shares of Parent Common Stock over any twenty (20) consecutive
Trading Days during the First Earnout Period is greater than or equal to $16.50 per share (subject to any adjustment pursuant to Section
3(c)).


 






     


     


    

 


“Milestone Event”
means any of the First Milestone Event, Second Milestone Event and Third Milestone Event.


 


“Second Earnout Period”
means the period from and after the Closing until the second anniversary of the Closing Date.


 


“Second Milestone Event”
means the occurrence of the following event: the closing share price of the shares of Parent Common Stock over any twenty (20) consecutive
Trading Days during the Second Earnout Period is greater than or equal to $23.00 per share (subject to any adjustment pursuant to Section
3(c)).


 


“Third Earnout Period”
means the period from and after the Closing until the third anniversary of the Closing Date.


 


“Third Milestone Event”
means the occurrence of the following event: the closing share price of the shares of Parent Common Stock over any twenty (20) consecutive
Trading Days during the Third Earnout Period is greater than or equal to $30.00 per share (subject to any adjustment pursuant to Section
3(c)).


 


2. Issuance
and Release of the Management Earnout Shares.


 


(a) The
Parties acknowledge and agree that the Management Earnout Shares shall be: issued by Parent to the Management Members in the amounts set
forth on Exhibit A, as additional consideration for the Merger, free and clear of all Liens other than applicable federal and state securities
restrictions):


 


(i) 500,000 Management
Earnout Shares shall be earned upon satisfaction of the First Milestone Event;


 


(ii) 650,000 Management
Earnout Shares shall be earned upon satisfaction of the Second Milestone Event; and


 


(iii) 850,000 Management
Earnout Shares shall be earned upon satisfaction of the Third Milestone Event.


 


Any Management Earnout Shares
that are not earned on or before the expiration of the applicable Earnout Period shall be forfeited and cancelled.


 


(b) For
the avoidance of doubt: (i) more than one of the Milestone Events described in Sections 2(a) may occur at the same time if occurring
during the portion of the Earnout Period starting from and after the Closing Date and ending on the second anniversary of the Closing
Date; (ii) only the Milestone Events described in Sections 2(a) may occur during the portion of the Earnout Period starting from
and after the first anniversary of the Closing Date and ending on the second anniversary of the Closing Date; and (iii) only the Milestone
Event described in Section 2(a) may occur during the portion of the Earnout Period starting from and after the second anniversary
of the Closing Date and ending on the third anniversary of the Closing Date.


 






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3. Covenants
of Parent.


 


(a) Promptly
after each Milestone Event has occurred (but in any event within ten (10) Business Days after the occurrence of the applicable Milestone
Event), Parent shall take all actions required to be taken by Parent to issue the applicable Management Earnout Shares to the Management
Members as detailed on Exhibit A.


 


(b) Parent
shall take such actions as are reasonably requested by the Management Members to evidence the issuances pursuant to Section 2(a),
including through the provision of an updated stock ledger showing such issuances (as certified by an officer of Parent responsible for
maintaining such ledger or the applicable registrar or transfer agent of Parent).


 


(c) In
the event Parent shall at any time during the Earnout Period pay any dividend on Parent Common Stock by the issuance of additional shares
of Parent Common Stock, or effect a subdivision or combination or consolidation of the outstanding Parent Common Stock (by reclassification
or otherwise) into a greater or lesser number of shares of Parent Common Stock, then in each such case, (i) the number of Management Earnout
Shares shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Parent Common Stock
(including any other shares so reclassified as Parent Common Stock) outstanding immediately after such event and the denominator of which
is the number of shares of Parent Common Stock that were outstanding immediately prior to such event, and (ii) the dollar values set forth
in Sections 2(a) and Sections 4(a)-(c) shall be appropriately adjusted to provide to the Management Members the same economic
effect as contemplated by this Agreement prior to such event.


 


(d) During
the Earnout Period, Parent shall take all reasonable efforts for Parent to remain listed as a public company on, and for the Parent Common
Stock to be tradable over, Nasdaq; provided, however, that the foregoing shall not limit Parent from consummating a Change in Control
or entering into a Contract that contemplates a Change in Control. Upon the consummation of any Change in Control during the Earnout Period,
other than as set forth in Section 4, Parent shall have no further obligations pursuant to this Section 3(d).


 


(e) Except
with respect to any amounts treated as imputed interest under Section 483 of the Code, any issuance of shares of Management Earnout Shares
pursuant to this Agreement shall be treated as an adjustment to the merger consideration by the Parties for Tax purposes, unless otherwise
required by a change in applicable Tax Law. Any Management Earnout Share that is issued pursuant to this Agreement shall be treated as
eligible for non-recognition treatment under Section 354 of the Code (and shall not be treated as “other property” within
the meaning of Section 356 of the Code).


 


4. Change
in Control. If, at any time after the Closing and prior to or on the third (3rd) anniversary of the
Closing Date, there occurs any transaction resulting in a Change in Control, and the per share valuation of Parent Common Stock in such
Change in Control transaction prior to giving effect to the provisions of this Section 4 is: (a) greater than or equal to $16.50,
then, immediately prior to the consummation of such Change in Control, the Milestone Event set forth in Section 2(i) shall be deemed
to have occurred if such Milestone Event shall not have previously occurred; (ii) greater than or equal to $23.00, then, immediately prior
to the consummation of such Change in Control, the Milestone Event set forth in Section 2(a)(ii) shall be deemed to have occurred
if such Milestone Event shall not have previously occurred; and (iii) greater than or equal to $30.00 then, immediately prior to the consummation
of such Change in Control, the Milestone Event set forth in Section 2(a)(iii) shall be deemed to have occurred if such Milestone
Event shall not have previously occurred (it being understood that such Change in Control may result in the occurrence of more than one
of the events as provided in clauses (i), (ii) and (iii)); provided, however, that, in each case of clauses (i), (ii) and (iii), the applicable
Management Earnout Shares shall be released to the Management Members as of immediately prior to the Change in Control, and the Management
Members shall be eligible to participate in such Change in Control transaction with respect to such Management Earnout Shares.


 






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5. Representations
and Warranties of Each Management Member. Each Management Member represents and warrants to Parent as follows:


 


(a) Authorization.
This Agreement, when executed and delivered by such Management Member, shall constitute the valid and legally binding obligation of such
Management Member, enforceable in accordance with its terms, except: (i) as limited by applicable bankruptcy, insolvency, reorganization,
moratorium, fraudulent conveyance and any other laws of general application affecting enforcement of creditors’ rights generally;
or (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.


 


(b) Governmental
Consents and Filings. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or
filing with, any federal, state or local governmental authority is required on the part of such Management Member in connection with the
consummation of the transactions contemplated by this Agreement.


 


(c) Compliance
with Other Instruments. The execution, delivery and performance by each Management Member of this Agreement and the consummation by
such Management Member of the transactions contemplated by this Agreement will not result in any violation or default: (i) of any
instrument, judgment, order, writ or decree to which it is a party or by which it is bound; (ii) under any note, indenture or mortgage
to which it is a party or by which it is bound; (iii) under any lease, agreement, contract or purchase order to which it is a party or
by which it is bound; or (iv) of any provision of any federal or state statute, rule or regulation applicable to such Management Member,
in each case, which would have a material adverse effect on the Management Member or its ability to consummate the transactions contemplated
by this Agreement.


 


6. Representations
and Warranties of Parent. Parent represents and warrants to the Management Members as follows:


 


(a) Organization
and Corporate Power. Parent is duly organized, validly existing, and in good standing under the laws of the jurisdiction of its formation
and has all requisite power and authority to carry on its business as presently conducted and as proposed to be conducted.


 






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(b) Authorization.
Parent has full power and authority to enter into this Agreement. This Agreement, when executed and delivered by Parent, shall constitute
the valid and legally binding obligation of Parent, enforceable against Parent in accordance with its terms except: (i) as limited by
applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or other laws of general application relating to
or affecting the enforcement of creditors’ rights generally; or (ii) as limited by laws relating to the availability of specific
performance, injunctive relief, or other equitable remedies.


 


(c) Governmental
Consents and Filings. Assuming the accuracy of the representations and warranties made by the Management Members in this Agreement,
no consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal,
state or local governmental authority is required on the part of Parent in connection with the consummation of the transactions contemplated
by this Agreement.


 


(d) Compliance
with Other Instruments. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated
by this Agreement will not result in any violation or default: (i) of any provisions of its certificate of incorporation or other governing
documents; (ii) of any instrument, judgment, order, writ or decree to which it is a party or by which it is bound; (iii) under any note,
indenture or mortgage to which it is a party or by which it is bound; (iv) under any lease, agreement, contract or purchase order to which
it is a party or by which it is bound; or (v) of any provision of any federal or state statute, rule or regulation applicable to Parent,
in each case (other than clause (i)) which would have a material adverse effect on Parent or its ability to consummate the transactions
contemplated by this Agreement.


 


7. General
Provisions.


 


(a) Notices.
Any notice hereunder shall be sent in writing, addressed as specified below, and shall be deemed given: (i) if by hand or nationally recognized
overnight courier service, by 5:00 PM Eastern Time on a Business Day, addressee’s day and time, on the date of delivery, and if
delivered after 5:00 PM Eastern Time, on the first Business Day after such delivery; (ii) if by electronic mail or facsimile, on the date
of transmission with affirmative confirmation of receipt; or (iii) three (3) Business Days after mailing by prepaid certified or registered
mail, return receipt requested. Notices shall be addressed to the respective Parties as follows, or to such other address as a Party shall
specify to the others in accordance with these notice provisions:


 


if to Parent, to:


 


Abri SPAC I, Inc.


9663 Santa Monica Blvd., No. 1091


Beverly Hills, CA 90210


Attn: Jeffrey Tirman, Chief Executive
Officer


 






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E-mail: jtirman@abriadv.com with
a copy (which shall not constitute notice) to:


 


Loeb & Loeb LLP


345 Park Ave


New York, NY 10154


Attention: Mitchell S. Nussbaum


Fax: 212.504.3013


E-mail: mnussbaum@loeb.com


 


if to a Management Member, to
the address for such Management Member set forth on Exhibit A.


 


(b) Survival
of Representations and Warranties. All of the representations and warranties contained herein shall survive the Closing.


 


(c) Entire
Agreement. This Agreement, together with any documents, instruments and writings that are delivered pursuant hereto or referenced
herein, constitutes the entire agreement and understanding of the Parties in respect of its subject matter and supersedes all prior understandings,
agreements, or representations by or among the Parties, written or oral, to the extent they relate in any way to the subject matter hereof
or the transactions contemplated hereby.


 


(d) Successors.
All of the terms, agreements, covenants, representations, warranties, and conditions of this Agreement are binding upon, and inure to
the benefit of and are enforceable by, the Parties and their respective successors. Nothing in this Agreement, express or implied, is
intended to confer upon any Party other than the Parties or their respective successors and assigns any rights, remedies, obligations
or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.


 


(e) Assignments.
Except as otherwise specifically provided herein, no Management Member may assign either this Agreement or any of its rights, interests,
or obligations hereunder without the prior written approval of the Parent.


 


(f) Counterparts.
This Agreement may be executed, by manual or electronic signature, in two or more counterparts, each of which will be deemed an original
but all of which together will constitute one and the same instrument.


 


(g) Headings.
The section headings contained in this Agreement are inserted for convenience only and will not affect in any way the meaning or interpretation
of this Agreement.


 


(h) Governing
Law. This Agreement, the entire relationship of the Parties, and any litigation between the Parties (whether grounded in contract,
tort, statute, law or equity) shall be governed by, construed in accordance with, and interpreted pursuant to the laws of the State of
Delaware, without giving effect to its choice of laws principles.


 


(i) Jurisdiction.
The Parties (i) hereby irrevocably and unconditionally submit to the jurisdiction of the federal and state courts of New York (or any
appellate courts thereof) for the purpose of any suit, action or other proceeding arising out of or based upon this Agreement, (b) agree
not to commence any suit, action or other proceeding arising out of or based upon this Agreement except in the federal and state courts
of New York, and (c) hereby waive, and agree not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or
proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or
immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit,
action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court.


 






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(j) Waiver
of Jury Trial. The Parties hereby waive any right to a jury trial in connection with any litigation pursuant to this Agreement and
the transactions contemplated hereby.


 


(k) Amendments.
This Agreement may not be amended, modified or waived as to any particular provision, except with the written consent of Parent and a
majority-in-interest of the Management Members.


 


(l) Severability.
The provisions of this Agreement will be deemed severable and the invalidity or unenforceability of any provision will not affect the
validity or enforceability of the other provisions hereof; provided that if any provision of this Agreement, as applied to any Party or
to any circumstance, is adjudged by a governmental authority, arbitrator, or mediator not to be enforceable in accordance with its terms,
the Parties agree that the governmental authority, arbitrator, or mediator making such determination will have the power to modify the
provision in a manner consistent with its objectives such that it is enforceable, and/or to delete specific words or phrases, and in its
reduced form, such provision will then be enforceable and will be enforced.


 


(m) Expenses.
Parent will bear all of the costs and expenses incurred in connection with the preparation, execution and performance of this Agreement
and the consummation of the transactions contemplated hereby, including all fees and expenses of agents (including transfer agents), representatives,
financial advisors, legal counsel and accountants.


 


(n) Construction.
The Parties have participated jointly in the negotiation and drafting of this Agreement. If an ambiguity or question of intent or interpretation
arises, this Agreement will be construed as if drafted jointly by the Parties and no presumption or burden of proof will arise favoring
or disfavoring any Party because of the authorship of any provision of this Agreement. Any reference to any federal, state, local, or
foreign law will be deemed also to refer to such law as amended and all rules and regulations promulgated thereunder, unless the context
requires otherwise. The words “include,” “includes,” and “including” will be
deemed to be followed by “without limitation.” Pronouns in masculine, feminine, and neuter genders will be construed
to include any other gender, and words in the singular form will be construed to include the plural and vice versa, unless the context
otherwise requires. The words “this Agreement,” “herein,” “hereof,” “hereby,”
“hereunder,” and words of similar import refer to this Agreement as a whole and not to any particular subdivision unless
expressly so limited. The Parties intend that each representation, warranty, and covenant contained herein will have independent significance.
If any Party has breached any representation, warranty, or covenant contained herein in any respect, the fact that there exists another
representation, warranty or covenant relating to the same subject matter (regardless of the relative levels of specificity) which such
Party has not breached will not detract from or mitigate the fact that such Party is in breach of the first representation, warranty,
or covenant.


 


(o) Waiver.
No waiver by any Party of any default, misrepresentation, or breach of warranty or covenant hereunder, whether intentional or not, may
be deemed to extend to any prior or subsequent default, misrepresentation, or breach of warranty or covenant hereunder or affect in any
way any rights arising because of any prior or subsequent occurrence.


 


(p) Confidentiality.
Except as may be required by law, regulation or applicable stock exchange listing requirements, unless and until the transactions contemplated
hereby and the terms hereof are publicly announced or otherwise publicly disclosed by Parent, the Parties shall keep confidential and
shall not publicly disclose the existence or terms of this Agreement.


 


[Signature page follows]


 




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IN WITNESS WHEREOF,
the undersigned have executed this Agreement to be effective as of the date first set forth above.


 


	 	ABRI SPAC I, INC. 
	 	 	 
	 	By:	               
	 	Name: 	Jeffrey Tirman
	 	Title:	Chief Executive Officer


 


	 	_________________________
	 	 	 
	 	 	                                             
	 	Name: 	 


 


[Signature Page to Management Earnout Agreement]


 




     


     


    

 


Exhibit A


Management Members


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


[Signature Page to Management Earnout Agreement]