Exhibit 10.15


 


ABRI SPAC I, INC.


9663 Santa Monica Blvd., No. 1091 


Los Angeles, CA 90210 


 


[●], 2022


 


Abri Ventures I, LLC


9663 Santa Monica lvd., No. 1091


Los Angeles, CA 90210


 


DLQ, Inc.


85 Broad Street, Suite 16-079


New York, NY 10004


 


Ladies and Gentlemen:


 


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 “DataLogiq, Inc.”.


 


Pursuant to (a) a prospectus dated August 9, 2021
(the “Prospectus”) with respect to an initial public offering of Parent’s securities, Parent issued (i)
5,750,000 warrants (the “Public Warrants”) and (ii) an option for the holder of such option to purchase, among
other securities, up to 345,000 warrants (the “Option Warrants”); and (b) a concurrent private placement conducted
pursuant to a Private Units Purchase Agreement dated August 9, 2021, between Parent and Abri Ventures I, LLC (the “Sponsor”),
Parent issued 294,598 warrants (the “Private Warrants” and together with the Public Warrants and the Option
Warrants, the “Warrants”). Subject to certain restrictions as more fully described in the Prospectus, each Warrant
entitles the holder to purchase one share of Parent common stock, par value $0.0001 per share (the “Common Stock”)
at a price of $11.50 per share (the “Warrant Exercise Price”).


 


In connection with the Merger, Parent, the Sponsor,
DLQ Parent, and DLQ agree and covenant that Parent will split the proceeds of the Warrant Exercise Price received at any time by Parent
resulting solely from the cash exercise of any Warrant as follows:


 


		A.	20% of the gross proceeds of the Warrant Exercise Price received
in cash by Parent shall be delivered to the Sponsor in cash or immediately available funds not later than three business (3) days following
Parent’s receipt of the cash exercise price of any Warrant;



 


		B.	Parent shall keep 80% of the Warrant Exercise Price received
in cash by Parent.



 


Parent, the Sponsor, DLQ Parent, and DLQ acknowledge
that they have had an opportunity to consult with independent legal counsel regarding the legal effect of this letter agreement and transactions
contemplated herein and each of them enters into this letter agreement freely and voluntarily.


 


This letter agreement shall be governed by and
construed in accordance with the laws of the State of New York, without regard to its choice-of-law provisions. This letter agreement
may be amended or terminated or any provision hereby waived only in writing. This letter agreement may be executed in counterparts, each
of which shall constitute an original, but all of which shall constitute one agreement.


 






     


     


    

 


By signing below, each of Parent, the Sponsor,
DLQ Parent, and DLQ agrees to the transactions contemplated herein.


 


Very truly yours,


 


Jeffrey Tirman, CEO


Abri SPAC I, Inc.


 


	 	Agreed and Acknowledged:
	 	 
	 	DLQ, INC.
	 	 
	 	By:	 
	 	Name:	 Brent Suen
	 	Title: 	Chief Executive Officer 
	 	 
	 	LOGIQ, INC.
	 	 
	 	By:	 
	 	Name: 	Brent Suen
	 	Title: 	Chief Executive Officer
	 	 
	 	Abri Ventures I, LLC
	 	 
	 	By:	 
	 	Name: 	Jeffrey Tirman
	 	Title: 	Authorized Person