Exhibit 10.6


 


Abri
SPAC 2, Inc.


Indemnity
Agreement


 


This
Indemnity Agreement (the “Agreement”) is made and entered into as of April [*], 2022 between Abri SPAC 2,
Inc., a Delaware corporation (the “Company”), and [*] (“Indemnitee”).


 


RECITALS


 


A. Highly competent
persons have become more reluctant to serve corporations as directors or officers or in other capacities unless they are provided with
adequate protection through insurance or adequate indemnification against inordinate risks of claims and actions against them arising
out of their service to and activities on behalf of the corporation;


 


B. Although furnishing
of insurance to protect persons serving a corporation and its subsidiaries from certain liabilities has been a customary and widespread
practice among United States-based corporations and other business enterprises, the Company believes that, given current market conditions
and trends, such insurance may be available to it in the future only at higher premiums and with more exclusions. At the same time, directors,
officers, and other persons in service to corporations or business enterprises are being increasingly subjected to expensive and time-consuming
litigation relating to, among other things, matters that traditionally would have been brought only against the Company or business enterprise
itself. The Bylaws and the Amended and Restated Certificate of Incorporation of the Company require indemnification of the executive officers
and directors of the Company and permit indemnification of other officers and certain other persons. Indemnitee may also be entitled to
indemnification pursuant to the General Corporation Law of the State of Delaware (“DGCL”). The Bylaws, the Amended
and Restated Certificate of Incorporation, and the DGCL expressly provide that their respective indemnification provisions are not exclusive,
and contemplate that contracts may be entered into between the Company and members of the Board, officers, and other persons with respect
to indemnification;


 


C. The uncertainties
relating to such liability insurance and to indemnification have increased the difficulty of attracting and retaining such persons;


 


D. The Board has determined
that the increased difficulty in attracting and retaining such persons is detrimental to the best interests of the Company’s stockholders,
and that the Company should act to assure such persons that there will be increased certainty of protection in the future;


 


E. It is reasonable,
prudent, and necessary for the Company to contractually obligate itself to indemnify, and to advance expenses on behalf of, such persons
to the fullest extent permitted by applicable law so that they will serve or continue to serve the Company free from undue concern that
they will not be so indemnified;


 


F. This Agreement is
a supplement to and in furtherance of the Company’s Bylaws and the Amended and Restated Certificate of Incorporation and any resolutions
adopted pursuant to such indemnification, and will not be deemed a substitute therefor, nor to diminish or abrogate any rights of Indemnitee;


 


G. Indemnitee does
not regard the protection available under the Company’s Bylaws and the Amended and Restated Certificate of Incorporation and insurance
as adequate in the present circumstances, and may not be willing to serve as an officer or director without adequate protection, and the
Company desires Indemnitee to serve in such capacity. Indemnitee is willing to serve, continue to serve, and to take on additional service
for or on behalf of the Company on the condition that he or she be so indemnified; and


  


H. Indemnitee may have
certain rights to indemnification and insurance provided by other entities or organizations which Indemnitee and such other entities and
organizations intend to be secondary to the primary obligation of the Company to indemnify Indemnitee as provided in this Agreement, with
the Company’s acknowledgement and agreement to the foregoing being a material condition to Indemnitee’s willingness to serve
on the Board.


 






     


    


    

 


I. This Agreement supersedes
and replaces in its entirety any previous indemnification agreement entered into between the Company and the Indemnitee.


 


Now,
Therefore, in consideration of Indemnitee’s agreement to serve as an officer or a director from and after the date first
written above, the parties agree as follows:


 


1. Indemnity of Indemnitee.
The Company agrees to hold harmless and indemnify Indemnitee to the fullest extent permitted by law, as such may be amended from time
to time, in accordance with the terms of this Agreement. In furtherance of this indemnification, and without limiting the generality of
such indemnification:


 


(a) Proceedings Other Than
Proceedings by or in the Right of the Company. Indemnitee will be entitled to the rights of indemnification provided in this Section 1(a)
if, by reason of his or her Corporate Status, the Indemnitee is, or is threatened to be made, a party to or participant in any Proceeding
other than a Proceeding by or in the right of the Company. Pursuant to this Section 1(a), Indemnitee will be indemnified against all Expenses,
judgments, penalties, fines, and amounts paid in settlement actually and reasonably incurred by him or her, or on his or her behalf, in
connection with such Proceeding or any claim, issue, or matter therein. This indemnification is provided if the Indemnitee acted in good
faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and with respect
to any criminal Proceeding, had no reasonable cause to believe the Indemnitee’s conduct was unlawful.


 


(b) Proceedings by or in
the Right of the Company. Indemnitee will be entitled to the rights of indemnification provided in this Section 1(b) if, by reason
of his or her Corporate Status, the Indemnitee is, or is threatened to be made, a party to or participant in any Proceeding brought by
or in the right of the Company. Pursuant to this Section 1(b), Indemnitee will be indemnified against all Expenses actually and reasonably
incurred by the Indemnitee, or on the Indemnitee’s behalf, in connection with such Proceeding if the Indemnitee acted in good faith
and in a manner the Indemnitee reasonably believed to be in, or not opposed to, the best interests of the Company. Indemnification will
not be provided against such Expenses if made in respect of any claim, issue, or matter in such Proceeding as to which Indemnitee will
have been adjudged to be liable to the Company unless and to the extent that the Court of Chancery of the State of Delaware will determine
that such indemnification may be made.


 


(c) Indemnification for Expenses
of a Party Who is Wholly or Partly Successful. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee
is, by reason of his or her Corporate Status, a party to and is successful, on the merits or otherwise, in any Proceeding, he or she will
be indemnified to the maximum extent permitted by law against all Expenses actually and reasonably incurred by him or her or on his or
her behalf in connection therewith. If Indemnitee is not wholly successful in such Proceeding but is successful, on the merits or otherwise,
as to one or more but less than all claims, issues or matters in such Proceeding, the Company will indemnify Indemnitee against all Expenses
actually and reasonably incurred by him or her or on his or her behalf in connection with each successfully resolved claim, issue, or
matter. For purposes of this Section, the termination of any claim, issue or matter in such a Proceeding by dismissal, with or without
prejudice, will be deemed to be a successful result as to such claim, issue, or matter.


  


2. Additional Indemnity.
In addition to, and without regard to any limitations on, the indemnification provided for in Section 1, the Company agrees to indemnify
and hold Indemnitee harmless against all Expenses, judgments, penalties, fines, and amounts paid in settlement actually and reasonably
incurred by him or her or on his or her behalf if, by reason of his or her Corporate Status, he or she is, or is threatened to be made,
a party to or participant in any Proceeding (including a Proceeding by or in the right of the Company), including, without limitation,
any and all liability arising out of the negligence or active or passive wrongdoing of Indemnitee. The only limitation that will exist
on the Company’s obligations pursuant to this Agreement will be that the Company will not be obligated to make any payment to Indemnitee
that is finally determined (under the procedures, and subject to the presumptions, in Sections 6 and 7) to be unlawful.


 






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3. Contribution.


 


(a) Whether or not the
indemnification provided in Sections 1 and 2 is available, in respect of any Proceeding in which the Company is jointly liable with Indemnitee
(or would be if joined in such action, suit, or proceeding), the Company will pay, in the first instance, the entire amount of any judgment
or settlement of such action, suit, or proceeding without requiring Indemnitee to contribute to such payment, and the Company waives and
relinquishes any right of contribution it may have against Indemnitee. The Company will not enter into any settlement of any Proceeding
in which the Company is jointly liable with Indemnitee (or would be if joined in such Proceeding) unless such settlement provides for
a full and final release of all claims asserted against Indemnitee. The Company will not settle any Proceeding or claim in a manner that
would impose any penalty or admission of guilt or liability on Indemnitee without Indemnitee’s written consent.


 


(b) Without diminishing
or impairing the obligations of the Company in the preceding subparagraph, if Indemnitee elects or is required to pay all or any portion
of any judgment or settlement in any Proceeding in which the Company is jointly liable with Indemnitee (or would be if joined in such
Proceeding), the Company will contribute to the amount of Expenses, judgments, fines, and amounts paid in settlement actually and reasonably
incurred and paid or payable by Indemnitee in proportion to the relative benefits received by the Company and all officers, directors,
or employees of the Company, other than Indemnitee, who are jointly liable with Indemnitee (or would be if joined in such Proceeding),
on the one hand, and Indemnitee, on the other hand, from the transaction from which such Proceeding arose. To the extent necessary to
conform to law, the proportion determined on the basis of relative benefit may be further adjusted by reference to the relative fault
of the Company and all officers, directors, or employees of the Company other than Indemnitee who are jointly liable with Indemnitee (or
would be if joined in such Proceeding), on the one hand, and Indemnitee, on the other hand, in connection with the events that resulted
in such expenses, judgments, fines, or settlement amounts, as well as any other equitable considerations which the applicable law may
require to be considered. The relative fault of the Company and all officers, directors, or employees of the Company, other than Indemnitee,
who are jointly liable with Indemnitee (or would be if joined in such Proceeding), on the one hand, and Indemnitee, on the other hand,
will be determined by reference to, among other things, the degree to which their actions were motivated by intent to gain personal profit
or advantage, the degree to which their liability is primary or secondary, and the degree to which their respective conduct is active
or passive.


 


(c) The Company agrees
to fully indemnify and hold Indemnitee harmless from any claims of contribution which may be brought by the Company’s officers,
directors, or employees, other than Indemnitee, who may be jointly liable with Indemnitee.


 


(d) To the fullest extent
permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to Indemnitee for any reason whatsoever,
the Company, in lieu of indemnifying Indemnitee, will contribute to the amount incurred by Indemnitee, whether for judgments, fines, penalties,
excise taxes, amounts paid or to be paid in settlement or for Expenses, in connection with any claim relating to an indemnifiable event
under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding to reflect:
(i) the relative benefits received by the Company and Indemnitee as a result of the events and transactions giving cause to such Proceeding;
and (ii) the relative fault of the Company (and its directors, officers, employees, and agents) and Indemnitee in connection with such
events and transactions.


 


4. Indemnification for
Expenses of a Witness. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is, by reason of his or
her Corporate Status, a witness, or is made (or asked) to respond to discovery requests, in any Proceeding to which Indemnitee is not
a party, he or she will be indemnified against all Expenses actually and reasonably incurred by him or her or on his or her behalf in
connection therewith.


 


5. Advancement of Expenses.
Notwithstanding any other provision of this Agreement (other than the final sentence of this Section 5 and Section 9 hereof), the Company
will advance all Expenses incurred by or on behalf of Indemnitee in connection with any Proceeding by reason of Indemnitee’s Corporate
Status within 30 days after the receipt by the Company of a statement from Indemnitee requesting such advance or advances, whether prior
to or after final disposition of such Proceeding. Such statement will reasonably evidence the Expenses incurred by Indemnitee and will
include or be preceded or accompanied by a written undertaking by or on behalf of Indemnitee to repay any Expenses advanced if it is ultimately
determined that Indemnitee is not entitled to be indemnified against such Expenses. Any advances and undertakings to repay pursuant to
this Section 5 will be unsecured and interest free. This Section 5 shall not apply to any claim made by Indemnitee for which indemnity
is excluded pursuant to Section 9.


 


6. Procedures and Presumptions
for Determination of Entitlement to Indemnification. It is the intent of this Agreement to secure for Indemnitee rights of indemnity
that are as favorable as may be permitted under the DGCL and public policy of the State of Delaware. Accordingly, the parties agree that
the following procedures and presumptions will apply in the event of any question as to whether Indemnitee is entitled to indemnification
under this Agreement:


 






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(a) To obtain indemnification
under this Agreement, Indemnitee will submit to the Company a written request with such documentation and information as is reasonably
available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification.
The Secretary of the Company will, promptly on receipt of such a request for indemnification, advise the Board in writing that Indemnitee
has requested indemnification. Notwithstanding the foregoing, any failure of Indemnitee to provide such request to the Company, or to
provide such a request in a timely fashion, will not relieve the Company of any liability that it may have to Indemnitee unless, and to
the extent that, such failure actually and materially prejudices the interests of the Company.


 


(b) On written request
by Indemnitee for indemnification pursuant to the first sentence of Section 6(a), Indemnitee’s entitlement to indemnification will
be determined in the specific case:


 


(1) by one of the following
four methods, which will be at the election of the Board, unless a Change in Control has occurred:


 


(i) by a majority vote of the
Disinterested Directors, even though less than a quorum;


 


(ii) by a committee of Disinterested Directors
designated by a majority vote of the Disinterested Directors, even though less than a quorum;


 


(iii) if there are no Disinterested Directors
or if the Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which will be delivered
to the Indemnitee; or


 


(iv) if so directed by the Board,
by the stockholders of the Company; or


 


(2) if a Change in Control
has occurred, by Independent Counsel in a written opinion to the Board, a copy of which will be delivered to the Indemnitee.


 


(c) If the determination
of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 6(b), the Independent Counsel will be selected
as provided in this Section 6(c). The Independent Counsel will be selected by the Board and the Board will notify the Indemnitee by written
notice. Within 10 days after such notice has been given, Indemnitee may deliver the Company a written objection to such selection. But,
that objection may only be asserted on the ground that the Independent Counsel does not meet the requirements of “Independent
Counsel” as defined in Section 13, and the objection will include with particularity the factual basis of such assertion. Absent
a proper and timely objection, the person so selected will act as Independent Counsel. If a written objection is made and substantiated,
the Independent Counsel selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court has determined
that such objection is without merit. If no Independent Counsel has been selected and not objected to within 20 days after submission
by Indemnitee of a written request for indemnification pursuant to Section 6(a), either the Company or Indemnitee may petition the Court
of Chancery of the State of Delaware or other court of competent jurisdiction for resolution of any objection made by the Indemnitee to
the Company’s selection of Independent Counsel or for the appointment of a person selected by the court or by such other person
as the court designates to serve as Independent Counsel. The person with respect to whom all objections are so resolved or the person
so appointed will act as Independent Counsel under Section 6(b). The Company will pay any and all reasonable fees and expenses of Independent
Counsel incurred by such Independent Counsel in connection with acting pursuant to Section 6(b), and the Company will pay all reasonable
fees and expenses incident to the procedures of this Section 6(c), regardless of the manner in which such Independent Counsel was selected
or appointed. In no event will Indemnitee be liable for fees and expenses incurred by such Independent Counsel.


 


(d) In making a determination
with respect to entitlement to indemnification under this Agreement, the person or persons or entity making such determination will presume
that Indemnitee is entitled to indemnification under this Agreement. Anyone seeking to overcome this presumption will have the burden
of proof and the burden of persuasion by clear and convincing evidence. Neither the failure of the Company (including by its Board or
Independent Counsel) to have made a determination prior to the commencement of any action pursuant to this Agreement that indemnification
is proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor an actual determination by the Company
(including by its Board or Independent Counsel) that Indemnitee has not met such applicable standard of conduct, will be a defense to
the action or create a presumption that Indemnitee has not met the applicable standard of conduct.


 






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(e) Indemnitee will be
deemed to have acted in good faith if Indemnitee’s action is based on the records or books of account of the Enterprise, including
financial statements, or on information supplied to Indemnitee by the officers of the Enterprise in the course of their duties, or on
the advice of legal counsel for the Enterprise or on information or records given or reports made to the Enterprise by an independent
certified public accountant or by an appraiser or other expert selected with reasonable care by the Enterprise. In addition, the knowledge
and actions, or failure to act, of any director, officer, agent or employee of the Enterprise will not be imputed to Indemnitee for purposes
of determining the right to indemnification under this Agreement. Whether or not the foregoing provisions of this Section 6(e) are satisfied,
it will in any event be presumed that Indemnitee has at all times acted in good faith and in a manner he or she reasonably believed to
be in, or not opposed to, the best interests of the Company. Anyone seeking to overcome this presumption will have the burden of proof
and the burden of persuasion by clear and convincing evidence.


 


(f) If the person, persons,
or entity empowered or selected under Section 6 to determine whether Indemnitee is entitled to indemnification has not have made a determination
within 60 days after receipt by the Company of the request, the requisite determination of entitlement to indemnification will be deemed
to have been made, and Indemnitee will be entitled to such indemnification absent (i) a misstatement by Indemnitee of a material fact
or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading in connection with the request
for indemnification, or (ii) a prohibition of such indemnification under applicable law. Such 60-day period may be extended for a reasonable
time, not to exceed an additional 30 days, if the person, persons, or entity making such determination with respect to entitlement to
indemnification in good faith requires such additional time to obtain or evaluate documentation or information relating thereto. The provisions
of this Section 6(f) will not apply if the determination of entitlement to indemnification is to be made by the stockholders pursuant
to Section 6(b) and if (A) within 15 days after receipt by the Company of the request for such determination, the Board or the Disinterested
Directors, if appropriate, resolve to submit such determination to the stockholders for their consideration at an annual meeting to be
held within 75 days after such receipt, and such determination is made at that annual meeting, or (B) a special meeting of stockholders
is called within 15 days after such receipt for the purpose of making such determination, such meeting is held for such purpose within
60 days after having been so called and such determination is made at that special meeting.


 


(g) Indemnitee will cooperate
with the person, persons. or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including
providing such person, persons, or entity on reasonable advance request any documentation or information which is not privileged or otherwise
protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any Independent
Counsel, member of the Board, or stockholder of the Company will act reasonably and in good faith in making a determination regarding
the Indemnitee’s entitlement to indemnification under this Agreement. Any costs or expenses (including attorneys’ fees and
disbursements) incurred by Indemnitee in so cooperating with the person, persons, or entity making such determination will be borne by
the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification), and the Company indemnifies and
agrees to hold Indemnitee harmless therefrom.


 


(h) The Company acknowledges
that a settlement or other disposition short of final judgment may be successful if it permits a party to avoid expense, delay, distraction,
disruption, and uncertainty. In the event that any Proceeding to which Indemnitee is a party is resolved in any manner other than by adverse
judgment against Indemnitee (including, without limitation, settlement of such Proceeding with or without payment of money or other consideration)
it will be presumed that Indemnitee has been successful on the merits or otherwise in such Proceeding. Anyone seeking to overcome this
presumption will have the burden of proof and the burden of persuasion by clear and convincing evidence.


 


(i) The termination of
any Proceeding or of any claim, issue, or matter in any Proceeding, by judgment, order, settlement or conviction, or on a plea of nolo
contendere or its equivalent, will not (except as otherwise expressly provided in this Agreement) of itself adversely affect the right
of Indemnitee to indemnification or create a presumption that Indemnitee did not act in good faith and in a manner which he or she reasonably
believed to be in or not opposed to the best interests of the Company or, with respect to any criminal Proceeding, that Indemnitee had
reasonable cause to believe that his or her conduct was unlawful.


 






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7. Remedies of Indemnitee.


 


(a) In the event that
(i) a determination is made pursuant to Section 6 that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement
of Expenses is not timely made pursuant to Section 5, (iii) subject to the limitations set forth herein, no determination of entitlement
to indemnification is made pursuant to Section 6(b) within 90 days after receipt by the Company of the request for indemnification, (iv)
payment of indemnification is not made pursuant to Sections 1(c), 4 or the last sentence of Section 6(g) of this Agreement within 10 days
after receipt by the Company of a written request for such payment, or (v) payment of indemnification is not made pursuant to Sections
1(a), 1(b) and 2 of this Agreement within 10 days after a determination has been made that Indemnitee is entitled to indemnification or
such determination is deemed to have been made pursuant to Section 6, Indemnitee will be entitled to an adjudication in an appropriate
court of the State of Delaware, or in any other court of competent jurisdiction, of Indemnitee’s entitlement to such indemnification.
Indemnitee will commence such proceeding seeking an adjudication within one year following the date on which Indemnitee first has the
right to commence such proceeding pursuant to this Section 7(a). The Company will not oppose Indemnitee’s right to seek any such
adjudication.


 


(b) In the event that
a determination has been made pursuant to Section 6(b) that Indemnitee is not entitled to indemnification, any judicial proceeding commenced
pursuant to this Section 7 will be conducted in all respects as a de novo trial on the merits, and Indemnitee will not be prejudiced by
reason of the adverse determination under Section 6(b).


 


(c) If a determination
has been made pursuant to Section 6(b) that Indemnitee is entitled to indemnification, the Company will be bound by such determination
in any judicial proceeding commenced pursuant to this Section 7, absent (i) a misstatement by Indemnitee of a material fact or an omission
of a material fact necessary to make Indemnitee’s misstatement not materially misleading in connection with the application for
indemnification, or (ii) a prohibition of such indemnification under applicable law.


 


(d) In the event that
Indemnitee, pursuant to this Section 7, seeks a judicial adjudication of his or her rights under, or to recover damages for breach of,
this Agreement, or to recover under any directors’ and officers’ liability insurance policies maintained by the Company, the
Company will pay on his or her behalf, in advance, any and all expenses (of the types described in the definition of Expenses) actually
and reasonably incurred by him or her in such judicial adjudication, regardless of whether Indemnitee ultimately is determined to be entitled
to such indemnification, advancement of expenses, or insurance recovery.


 


(e) The Company will
be precluded from asserting in any judicial proceeding commenced pursuant to this Section 7 that the procedures and presumptions of this
Agreement are not valid, binding, and enforceable, and will stipulate in any such court that the Company is bound by all the provisions
of this Agreement. The Company will indemnify Indemnitee against any and all Expenses and, if requested by Indemnitee, will (within 10
days after receipt by the Company of a written request therefore) advance, to the extent not prohibited by law, such Expenses to Indemnitee,
which are incurred by Indemnitee in connection with any action brought by Indemnitee for indemnification or advance of Expenses from the
Company under this Agreement or under any directors’ and officers’ liability insurance policies maintained by the Company,
regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, advancement of Expenses, or insurance
recovery, as the case may be.


 


(f) Notwithstanding anything
in this Agreement to the contrary, no determination as to entitlement to indemnification under this Agreement will be required to be made
prior to the final disposition of the Proceeding.


 






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8. Non-Exclusivity; Survival
of Rights; Insurance; Primacy of Indemnification; Subrogation.


 


(a) The rights of indemnification
as provided by this Agreement will not be deemed exclusive of any other rights to which Indemnitee may at any time be entitled under applicable
law, the Amended and Restated Certificate of Incorporation, the Bylaws, any agreement, a vote of stockholders, a resolution of Board,
or otherwise. No amendment, alteration, or repeal of this Agreement or of any provision of this Agreement will limit or restrict any right
of Indemnitee under this Agreement in respect of any action taken or omitted by such Indemnitee in his or her Corporate Status prior to
such amendment, alteration, or repeal. To the extent that a change in the DGCL, whether by statute or judicial decision, permits greater
indemnification than would be afforded currently under the Amended and Restated Certificate of Incorporation, Bylaws, and this Agreement,
it is the intent of the parties of this Agreement that Indemnitee will enjoy all greater benefits so afforded by such change. No right
or remedy in this Agreement conferred is intended to be exclusive of any other right or remedy, and every other right and remedy will
be cumulative and in addition to every other right and remedy given under this Agreement or now or hereafter existing at law or in equity
or otherwise. The assertion or employment of any right or remedy under this Agreement, or otherwise, will not prevent the concurrent assertion
or employment of any other right or remedy.


 


(b) To the extent that
the Company maintains an insurance policy or policies providing liability insurance for directors, officers, employees, or agents, or
fiduciaries of the Company or of any other corporation, partnership, joint venture, trust, employee benefit plan, or other enterprise
that serves at the request of the Company, the Company will cause Indemnitee to be covered in accordance with its or their terms to the
maximum extent of the coverage available for any director, officer, employee, agent, or fiduciary under such policy or policies. If, at
the time of the receipt of a notice of a claim pursuant to the terms of this Agreement, the Company has director and officer liability
insurance in effect, the Company will give prompt notice of the commencement of such Proceeding to the insurers in accordance with the
procedures in the respective policies. The Company will thereafter take all necessary or desirable action to cause such insurers to pay,
on behalf of the Indemnitee, all amounts payable as a result of such Proceeding in accordance with the terms of such policies.


 


(c) The Company acknowledges
that Indemnitee has or may have in the future certain rights to indemnification, advancement of expenses, or insurance provided by other
entities or organizations (collectively, the “Secondary Indemnitors”). The Company agrees that (i) it is the indemnitor
of first resort (i.e., its obligations to Indemnitee are primary and any obligation of the Secondary Indemnitors to advance expenses or
to provide indemnification for the same expenses or liabilities incurred by Indemnitee are secondary), (ii) it will be required to advance
the full amount of expenses incurred by Indemnitee and will be liable for the full amount of all Expenses, judgments, penalties, fines,
and amounts paid in settlement to the extent legally permitted and as required by the terms of this Agreement, the Company’s Amended
and Restated Certificate of Incorporation or Bylaws (or any other agreement between the Company and Indemnitee), without regard to any
rights Indemnitee may have against the Secondary Indemnitors, and (iii) it irrevocably waives, relinquishes, and releases the Secondary
Indemnitors from any and all claims against the Secondary Indemnitors for contribution, subrogation, or any other recovery of any kind
in respect thereof. The Company further agrees that no advancement or payment by the Secondary Indemnitors on behalf of Indemnitee with
respect to any claim for which Indemnitee has sought indemnification from the Company will affect the foregoing and the Secondary Indemnitors
will have a right of contribution and be subrogated to the extent of such advancement or payment to all of the rights of recovery of Indemnitee
against the Company. The Company and Indemnitee agree that the Secondary Indemnitors are express third party beneficiaries of the terms
of this Section 8(c).


 


(d) Except as provided
in Section 8(c), in the event of any payment under this Agreement, the Company will be subrogated to the extent of such payment to all
of the rights of recovery of Indemnitee (other than against the Secondary Indemnitors), who will execute all papers required and take
all action necessary to secure such rights, including execution of such documents as are necessary to enable the Company to bring suit
to enforce such rights.


 


(e) Except as provided
in Section 8(c), the Company will not be liable under this Agreement to make any payment of amounts otherwise indemnifiable under this
Agreement if and to the extent that Indemnitee has otherwise actually received such payment under any insurance policy, contract, agreement,
or otherwise.


 






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(f) Except as provided
in Section 8(c), the Company’s obligation to indemnify or advance Expenses under this Agreement to Indemnitee who is or was serving
at the request of the Company as a director, officer, employee, or agent of any other corporation, partnership, joint venture, trust,
employee benefit plan, or other enterprise will be reduced by any amount Indemnitee has actually received as indemnification or advancement
of expenses from such other corporation, partnership, joint venture, trust, employee benefit plan, or other enterprise.


 


9. Exceptions to Right
of Indemnification. Notwithstanding any provision in this Agreement, the Company will not be obligated under this Agreement to make
any indemnity in connection with any claim made against Indemnitee:


 


(a) for which payment
has actually been made to or on behalf of Indemnitee under any insurance policy or other indemnity provision, except with respect to any
excess beyond the amount paid under any insurance policy or other indemnity provision, provided, that the foregoing will not affect the
rights of Indemnitee or the Secondary Indemnitors in Section 8(c);


 


(b) for an accounting
of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section
16(b) of the Exchange Act, or similar provisions of state statutory law or common law;


 


(c) in connection with
any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated
by Indemnitee against the Company or its directors, officers, employees, or other indemnitees, unless (i) the Board authorized the Proceeding
(or any part of any Proceeding) prior to its initiation, or (ii) the Company provides the indemnification, in its sole discretion, pursuant
to the powers vested in the Company under applicable law;


 


(d) with respect to remuneration
paid to Indemnitee if it is determined by final judgment or other final adjudication that such remuneration was in violation of law (and,
in this respect, both the Company and Indemnitee have been advised that the Securities and Exchange Commission believes that indemnification
for liabilities arising under the federal securities laws is against public policy and is, therefore, unenforceable and that claims for
indemnification should be submitted to appropriate courts for adjudication, as indicated in the last paragraph of this Section 9);


 


(e)  a final judgment
or other final adjudication is made that Indemnitee’s conduct was in bad faith, knowingly fraudulent or deliberately dishonest or
constituted willful misconduct (but only to the extent of such specific determination);


 


(f) for any reimbursement
of the Company by Indemnitee (or any recovery by the Company from Indemnity) of (i) any bonus or other incentive-based or equity-based
compensation or of any profits realized by Indemnitee from the sale of securities of the Company, as required in each case under the Exchange
Act (including any such reimbursements that arise from an accounting restatement of the Company pursuant to Section 304 of the Sarbanes-Oxley
Act or Section 954 of the Dodd-Frank Act, or the payment to the Company of profits arising from the purchase and sale by Indemnitee of
securities in violation of Section 306 of the Sarbanes-Oxley Act)), or (ii) any compensation pursuant to any compensation recoupment or
clawback policy adopted by the Board or the compensation committee of the Board, including but not limited to any such policy adopted
to comply with stock exchange listing requirements implementing Section 10D of the Exchange Act;


 


(g) on account of conduct
that is established by a final judgment as constituting a breach of Indemnitee’s duty of loyalty to the Company or resulting in
any personal profit or advantage to which Indemnitee is not legally entitled; or


 


(h) to cover any loss
that Indemnitee may sustain as a result of Indemnitee’s agreement to pay debts and obligations to target businesses or vendors or
other entities that are owed money by the Company for services rendered or contracted for or products sold to the Company, as described
in the registration statement on Form S-1 filed with the Securities and Exchange Commission in connection with the Company’s initial
public offering.


 


For purposes of this Section
9, a final judgment or other adjudication may be reached in either the underlying proceeding or action in connection with which indemnification
is sought or a separate proceeding or action to establish rights and liabilities under this Agreement.


 






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Any provision herein to the
contrary notwithstanding, the Company will not be obligated pursuant to the terms of this Agreement to indemnify Indemnitee or otherwise
act in violation of any undertaking appearing in and required by the rules and regulations promulgated under the Securities Act, or in
any registration statement filed with the SEC under the Securities Act. Indemnitee acknowledges that paragraph (h) of Item 512 of
Regulation S-K promulgated under the Securities Act currently generally requires the Company to undertake, in connection with any registration
statement filed under the Securities Act, to submit the issue of the enforceability of Indemnitee’s rights under this Agreement
in connection with any liability under the Securities Act on public policy grounds to a court of appropriate jurisdiction and to be governed
by any final adjudication of such issue. Indemnitee specifically agrees that any such undertaking will supersede the provisions of this
Agreement and to be bound by any such undertaking.


 


10. Duration of Agreement.
All agreements and obligations of the Company contained herein will continue during the period Indemnitee is an officer or director of
the Company (or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise) and will continue thereafter so long as Indemnitee will be subject to any Proceeding (or any
proceeding commenced under Section 7) by reason of his or her Corporate Status, whether or not he or she is acting or serving in any such
capacity at the time any liability or expense is incurred for which indemnification can be provided under this Agreement. This Agreement
will be binding on and inure to the benefit of and be enforceable by the parties of this Agreement and their respective successors (including
any direct or indirect successor by purchase, merger, consolidation, or otherwise to all or substantially all of the business or assets
of the Company), assigns, spouses, heirs, executors, and personal and legal representatives.


 


11. Security. To the
extent requested by Indemnitee and approved by the Board, the Company may at any time and from time to time provide security to Indemnitee
for the Company’s obligations under this Agreement through an irrevocable bank line of credit, funded trust, or other collateral.
Any such security, once provided to Indemnitee, may not be revoked or released without the prior written consent of the Indemnitee.


  


12. Enforcement.


 


(a) The Company expressly
confirms and agrees that it has entered into this Agreement and assumes the obligations imposed on it to induce Indemnitee to serve as
an officer or director of the Company, and the Company acknowledges that Indemnitee is relying on this Agreement in serving as an officer
or director of the Company.


 


(b) Other than as provided
in this Agreement, this Agreement constitutes the entire agreement between the parties with respect to this subject matter and supersedes
all prior agreements and understandings, oral, written and implied, between the parties with respect to this subject matter.


 


13. Definitions. For
purposes of this Agreement:


 


(a) “Beneficial
Owner” has the meaning given to such term in Rule 13d-3 under the Exchange Act; provided, however, that Beneficial Owner will
exclude any Person otherwise becoming a Beneficial Owner by reason of the stockholders of the Company approving a merger of the Company
with another entity.


 


(b) “Board”
means the Board of Directors of the Company.


 


(c) “Change
in Control” means the earliest to occur after the date of this Agreement of any of the following events:


 


(i) Acquisition of Stock
by Third Party. Any Person is or becomes the Beneficial Owner (as defined above), directly or indirectly, of securities of the Company
representing twenty five percent (25%) or more of the combined voting power of the Company’s then outstanding securities unless
the change in relative Beneficial Ownership of the Company’s securities by any Person results solely from a reduction in the aggregate
number of outstanding shares of securities entitled to vote generally in the election of directors;


 


(ii) Change in Board.
During any period of two (2) consecutive years (not including any period prior to the execution of this Agreement), individuals who at
the beginning of such period constitute the Board, and any new director (other than a director designated by a person who has entered
into an agreement with the Company to effect a transaction described in clause (i), (iii) or (iv) of this definition of Change in Control)
whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least two-thirds
of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election
was previously so approved, cease for any reason to constitute at least a majority of the members of the Board;


 






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(iii) Corporate Transactions.
The effective date of a merger or consolidation of the Company with any other entity, other than a merger or consolidation which would
result in the voting securities of the Company outstanding immediately prior to such merger or consolidation continuing to represent (either
by remaining outstanding or by being converted into voting securities of the surviving entity) more than 51% of the combined voting power
of the voting securities of the surviving entity outstanding immediately after such merger or consolidation and with the power to elect
at least a majority of the Board or other governing body of such surviving entity;


 


(iv) Liquidation. The
approval by the stockholders of the Company of a complete liquidation of the Company or an agreement for the sale or disposition by the
Company of all or substantially all of the Company’s assets; and


 


(v) Other Events. There
occurs any other event of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A (or
a response to any similar item on any similar schedule or form) promulgated under the Exchange Act, whether or not the Company is then
subject to such reporting requirement.


 


(d) “Corporate
Status” describes the status of a person who is or was a director, officer, employee, agent or fiduciary of the Company or of
any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise that such person is or was serving
at the express written request of the Company.


 


(e) “Disinterested
Director” means a non-executive director of the Company who is not and was not a party to the Proceeding in respect of which
indemnification is sought by Indemnitee.


 


(f) “Dodd-Frank
Act” means the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010.


 


(g) “Enterprise”
means the Company and any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise that Indemnitee
is or was serving at the express written request of the Company as a director, officer, employee, agent or fiduciary.


 


(h) “Exchange
Act” means the Securities Exchange Act of 1934, as amended.


 


(i) “Expenses”
includes all documented and reasonable attorneys’ fees, retainers, court costs, transcript costs, fees of experts, witness fees,
travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, and all other disbursements
or expenses of the types customarily incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating,
participating, or being or preparing to be a witness in a Proceeding, or responding to, or objecting to, a request to provide discovery
in any Proceeding. Expenses also will include Expenses incurred in connection with any appeal resulting from any Proceeding and any federal,
state, local, or foreign taxes imposed on the Indemnitee as a result of the actual or deemed receipt of any payments under this Agreement,
including without limitation the premium, security for, and other costs relating to any cost bond, supersedeas bond, or other appeal bond
or its equivalent. Expenses will not include amounts paid in settlement by Indemnitee or the amount of judgments or fines against Indemnitee.


 


(j) “Independent
Counsel” means a law firm, or a member of a law firm, that is experienced in matters of corporation law and neither presently
is, nor in the past five years has been, retained to represent: (i) the Company or Indemnitee in any matter material to either such party
(other than with respect to matters concerning Indemnitee under this Agreement, or of other indemnitees under similar indemnification
agreements), or (ii) any other party to the Proceeding giving rise to a claim for indemnification under this Agreement. Notwithstanding
the foregoing, the term “Independent Counsel” will not include any person who, under the applicable standards of professional
conduct then prevailing, would have a conflict of interest in representing either the Company or Indemnitee in an action to determine
Indemnitee’s rights under this Agreement. The Company agrees to pay the reasonable fees of the Independent Counsel referred to above
and to fully indemnify such counsel against any and all Expenses, claims, liabilities and damages arising out of or relating to this Agreement
or its engagement pursuant hereto.


 






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(k) “Person”
for purposes of the definition of Beneficial Owner and Change in Control set forth above, will have the meaning as set forth in Sections
13(d) and 14(d) of the Exchange Act; provided, however, that Person will exclude (i) the Company, (ii) any trustee or other fiduciary
holding securities under an employee benefit plan of the Company, and (iii) any corporation owned, directly or indirectly, by the stockholders
of the Company in substantially the same proportions as their ownership of stock of the Company.


 


(l) “Proceeding”
includes any threatened, pending or completed action, suit, arbitration, alternate dispute resolution mechanism, investigation, inquiry,
administrative hearing or any other actual, threatened or completed proceeding, whether brought by or in the right of the Company or otherwise
and whether civil, criminal, administrative or investigative, in which Indemnitee was, is or will be involved as a party or otherwise,
by reason of the fact that Indemnitee is or was an officer or director of the Company, by reason of any action taken by him or her or
of any inaction on his or her part while acting as an officer or director of the Company, or by reason of the fact that he or she is or
was serving at the request of the Company as a director, officer, employee, agent or fiduciary of another corporation, partnership, joint
venture, trust or other Enterprise; in each case whether or not he or she is acting or serving in any such capacity at the time any liability
or expense is incurred for which indemnification can be provided under this Agreement; including one pending on or before the date of
this Agreement, but excluding one initiated by an Indemnitee pursuant to Section 7 of this Agreement to enforce his or her rights under
this Agreement.


 


(m) “Sarbanes-Oxley
Act” will mean the Sarbanes-Oxley Act of 2002, as amended.


 


(n) “SEC”
will mean the Securities and Exchange Commission.


 


(o) “Securities
Act” will mean the Securities Act of 1933, as amended.


 


14. Severability. The
invalidity or unenforceability of any provision hereof will in no way affect the validity or enforceability of any other provision. Without
limiting the generality of the foregoing, this Agreement is intended to confer upon Indemnitee indemnification rights to the fullest extent
permitted by applicable laws. In the event any provision hereof conflicts with any applicable law, such provision will be deemed modified,
consistent with the aforementioned intent, to the extent necessary to resolve such conflict.


 


15. Modification and Waiver.
No supplement, modification, termination, amendment or waiver of this Agreement will be binding unless executed in writing by both of
the parties hereto. No waiver of any of the provisions of this Agreement will be deemed or will constitute a waiver of any other provisions
hereof (whether or not similar) nor will such waiver constitute a continuing waiver.


 


16. Notice By Indemnitee.
Indemnitee agrees promptly to notify the Company in writing upon being served with or otherwise receiving any summons, citation, subpoena,
complaint, indictment, information or other document relating to any Proceeding or matter which may be subject to indemnification covered
under this Agreement. The failure to so notify the Company will not relieve the Company of any obligation which it may have to Indemnitee
under this Agreement or otherwise unless and only to the extent that such failure or delay materially prejudices the Company.


 






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17. Notices. All notices
and other communications given or made pursuant to this Agreement will be in writing and will be deemed effectively given: (a) upon personal
delivery to the party to be notified, (b) when sent by confirmed electronic mail or facsimile if sent during normal business hours of
the recipient, and if not so confirmed, then on the next business day, (c) 5 days after having been sent by registered or certified mail,
return receipt requested, postage prepaid, or (d) one (1) day after deposit with a nationally recognized overnight courier, specifying
next day delivery, with written verification of receipt. All communications will be sent:


 


(a) To
Indemnitee at the address on the books and records of the Company. 


 


(b) To the
Company at:


 


Abri SPAC 2, Inc.


9663 Santa Monica Blvd., No. 1091


Beverly Hills, CA 90210


Attention: Chief Executive Officer


 


or to such other address as may have been furnished
to Indemnitee by the Company or to the Company by Indemnitee, as the case may be.


 


18. Counterparts. This
Agreement may be executed in two or more counterparts, each of which will be deemed an original, but all of which together will constitute
one and the same Agreement. This Agreement may also be executed and delivered by facsimile signature, electronic mail (including pdf or
any electronic signature complying with the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act or other applicable law)
or other transmission method and 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 and be deemed to have been duly and validly delivered and be valid and effective for all purposes.


 


19. Headings. The headings
of the paragraphs of this Agreement are inserted for convenience only and will not be deemed to constitute part of this Agreement or to
affect the construction thereof.


 


20. Governing Law and Consent
to Jurisdiction. This Agreement and the legal relations among the parties will be governed by, and construed and enforced in accordance
with, the laws of the State of Delaware, without regard to its conflict of laws rules. The Company and Indemnitee hereby irrevocably and
unconditionally (i) agree that any action or proceeding arising out of or in connection with this Agreement will be brought only in the
Chancery Court of the State of Delaware (the “Delaware Court”), and not in any other state or federal court in the
United States of America or any court in any other country, (ii) consent to submit to the exclusive jurisdiction of the Delaware
Court for purposes of any action or proceeding arising out of or in connection with this Agreement, (iii) appoint, to the extent
such party is not otherwise subject to service of process in the State of Delaware, irrevocably [Corporation Service Company] as its agent
in the State of Delaware for acceptance of legal process in connection with any such action or proceeding against such party with the
same legal force and validity as if served upon such party personally within the State of Delaware, (iv) waive any objection to the
laying of venue of any such action or proceeding in the Delaware Court, and (v) waive, and agree not to plead or to make, any claim
that any such action or proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum.


 


[SIGNATURE PAGE FOLLOWS]


 




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The parties have executed
this Agreement on and as of the day and year first above written.


 


	 	ABRI SPAC 2, Inc.
	 	 	 
	 	By:
    	 
	 	 	Name:Jeffrey Tirman
	 	 	Title: Chief Executive
    Officer
	 	 	 
	 	Indemnitee
	 	 	 
	 	 	Name: 



 


 


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