Exhibit 10.4


 


REGISTRATION RIGHTS AGREEMENT


 


THIS REGISTRATION RIGHTS AGREEMENT
(this “Agreement” ) is entered into as of the [*]th day of April, 2022, by and among Abri SPAC 2, Inc., a Delaware
corporation (the “Company”) and the undersigned parties listed under Investors on the signature page hereto
(each, an “Investor” and collectively, the “Investors” ).


 


WHEREAS, the Investors and
the Company desire to enter into this Agreement to provide the Investors with certain rights relating to the registration of the securities
held by them as of the date hereof;


 


NOW, THEREFORE, in consideration
of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto agree as follows:


 


1.
DEFINITIONS. The following capitalized terms used herein have the following meanings:


 


“Agreement”
means this Agreement, as amended, restated, supplemented, or otherwise modified from time to time.


 


“Business Combination”
means the acquisition of direct or indirect ownership through a merger, share exchange, asset acquisition, share purchase, recapitalization,
reorganization or other similar type of transaction, of one or more businesses or entities.


 


“Commission”
means the Securities and Exchange Commission, or any other federal agency then administering the Securities Act or the Exchange Act.


 


“Common Stock”
means the common stock, par value $0.0001 per share, of the Company.


 


“Company”
is defined in the preamble to this Agreement.


 


“Demand Registration”
is defined in Section 2.1.1.


 


“Demanding Holder”
is defined in Section 2.1.1.
 


“Exchange Act”
means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder, all as
the same shall be in effect at the time.
 


“Form S-3”
is defined in Section 2.3.
 


“Indemnified Party”
is defined in Section 4.3.
 


“Indemnifying
Party” is defined in Section 4.3.
 


“Initial Shares”
means all of the outstanding shares of Common Stock issued prior to the consummation of the Company’s initial public offering.
 


“Investor”
is defined in the preamble to this Agreement.
 


“Investor Indemnified
Party” is defined in Section 4.1.
 


“Maximum Number
of Shares” is defined in Section 2.1.4.
 


“Notices”
is defined in Section 6.3.
 


“Piggy-Back Registration”
is defined in Section 2.2.1.
 






     


     


    

 


“Over-Allotment
Units” means the additional number of Private Units the various Investors will be required to purchase in the event that
the underwriters in the Company’s initial public offering exercise their over-allotment option, as described in the prospectus relating
to the Company’s initial public offering.
 


“Private Units”
means the up to 495,000 units various Investors are privately purchasing simultaneously with the consummation of the Company’s initial
public offering.
 


“Register,”
“Registered” and “Registration” mean a registration effected by preparing and filing
a registration statement or similar document in compliance with the requirements of the Securities Act, and the applicable rules and regulations
promulgated thereunder, and such registration statement becoming effective.
 


“Registrable Securities”
means (i) the Initial Shares, (ii) the Private Units (and underlying shares of Common Stock, including the shares of Common Stock issued
or issuable upon the exercise of any Warrants or conversion of any Rights), (iii) the Over-Allotment Units (and underlying shares of Common
Stock, including the shares of Common Stock issued or issuable upon the exercise of any Warrants or conversion of any Rights), if any,
(iv) the Units included in the Unit Purchase Option (and underlying shares of Common Stock, including the shares of Common Stock issued
or issuable upon the exercise of any Warrants or conversion of any Rights), if any, and (v) any securities issuable upon conversion of
loans from Investors to the Company, if any (the “Loan Securities”). Registrable Securities include any warrants,
shares of capital stock or other securities of the Company issued as a dividend or other distribution with respect to or in exchange for
or in replacement of such Initial Shares, Private Units (and underlying shares of Common Stock including the shares of Common Stock issued
or issuable upon the exercise of any Warrants or conversion of any Rights), Over-Allotment Units (and underlying shares of Common Stock
including the shares of Common Stock issued or issuable upon the exercise of any Warrants or conversion of any Rights), Units included
in the Unit Purchase Option, (and underlying shares of Common Stock, including the shares of Common Stock issued or issuable upon the
exercise of any Warrants or conversion of any Rights) and Loan Securities. As to any particular Registrable Securities, such securities
shall cease to be Registrable Securities when: (a) a Registration Statement with respect to the sale of such securities shall have become
effective under the Securities Act and such securities shall have been sold, transferred, disposed of or exchanged in accordance with
such Registration Statement; (b) such securities shall have been otherwise transferred, new certificates for them not bearing a legend
restricting further transfer shall have been delivered by the Company and subsequent public distribution of them shall not require registration
under the Securities Act; (c) such securities shall have ceased to be outstanding, or (d) the Registrable Securities are freely saleable
under Rule 144 without volume limitations.
 


“Registration
Statement” means a registration statement filed by the Company with the Commission in compliance with the Securities Act
and the rules and regulations promulgated thereunder for a public offering and sale of equity securities, or securities or other obligations
exercisable or exchangeable for, or convertible into, equity securities (other than a registration statement on Form S-4 or Form S-8,
or their successors, or any registration statement covering only securities proposed to be issued in exchange for securities or assets
of another entity).
 


“Release Date”
means the date on which the Initial Shares are disbursed from escrow pursuant to Section 3 of that certain Stock Escrow Agreement dated
as of [*], 2022 by and among the Investors and Continental Stock Transfer & Trust Company.
 


“Representative”
shall mean Chardan Capital Markets, LLC, acting as representative of the several underwriter(s) in connection with the initial public
offering of securities of the Company.
 


“Rights”
shall mean one right to receive one-tenth of one share of common stock upon the consummation of an initial business combination.
 






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“Securities Act”
means the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder, all as the same
shall be in effect at the time.
 


“Underwriter”
means, solely for the purposes of this Agreement, a securities dealer who purchases any Registrable Securities as principal in an underwritten
offering and not as part of such dealer’s market-making activities.
 


“Unit or Units”
means the units of the Company, each Unit comprised of one share of Common Stock, one Right and one redeemable warrant to acquire one
share of Common Stock.
 


“Unit Purchase
Option” means the Representative’s option to purchase up to 690,000 Units at $11.50 per Unit.
 


“Warrant(s)”
means the warrants of the Company exercisable to acquire one share of Common Stock at a price of $11.50 per share.
 


2.
REGISTRATION RIGHTS.
 


2.1 Demand Registration.
 


2.1.1 Request for Registration.
At any time and from time to time on or after (i) the date that the Company consummates a Business Combination with respect to the
Private Units (or underlying shares of Common Stock, including the shares of Common Stock issued or issuable upon the exercise of any
Warrants), Over-Allotment Units (or underlying shares of Common Stock, including the shares of Common Stock issued or issuable upon the
exercise of any Warrants), the Units included in the Unit Purchase Option (and underlying shares of Common Stock, including the shares
of Common Stock issued or issuable upon the exercise of any Warrants or conversion of any Rights), if any, and Loan Securities or (ii)
three months prior to the Release Date with respect to all other Registrable Securities, but prior to the five-year anniversary of the
effective date of the Company’s Form S-1 Registration Statement (File No. 377-06049) (the “Effective Date”), the holders
of a majority-in-interest of the Registrable Securities, may make a written demand, on no more than two occasions, for registration under
the Securities Act of all or part of their Registrable Securities, as the case may be (a “Demand Registration” ).
Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended
method(s) of distribution thereof. The Company will notify all holders of Registrable Securities of the demand, and each holder of Registrable
Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such
holder including shares of Registrable Securities in such registration, a “Demanding Holder” ) shall so notify the
Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding
Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the
provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of two (2) Demand Registrations
under this Section 2.1.1 in respect of all Registrable Securities. Notwithstanding the foregoing, the Representative and its related
persons may not have more than one Demand Registration at the Company’s expense.
 






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2.1.2 Effective Registration.
A registration will not count as a Demand Registration until the Registration Statement filed with the Commission with respect to
such Demand Registration has been declared effective by the Commission and the Company has complied with all of its obligations under
this Agreement with respect thereto; provided, however, that if, after such Registration Statement has been declared effective, the offering
of Registrable Securities pursuant to a Demand Registration is interfered with by any stop order or injunction of the Commission or any
other governmental agency or court, the Registration Statement with respect to such Demand Registration will be deemed not to have been
declared effective, unless and until, (i) such stop order or injunction is removed, rescinded or otherwise terminated, and (ii) a majority-in-interest
of the Demanding Holders thereafter elect to continue the offering; provided, further, that the Company shall not be obligated to file
a second Registration Statement until a Registration Statement that has been filed is counted as a Demand Registration or is terminated.
 


2.1.3 Underwritten Offering.
If a majority-in-interest of the Demanding Holders so elect and such holders so advise the Company as part of their written demand
for a Demand Registration, the offering of such Registrable Securities pursuant to such Demand Registration shall be in the form of an
underwritten offering. In such event, the right of any holder to include its Registrable Securities in such registration shall be conditioned
upon such holder’s participation in such underwriting and the inclusion of such holder’s Registrable Securities in the underwriting
to the extent provided herein. All Demanding Holders proposing to distribute their Registrable Securities through such underwriting shall
enter into an underwriting agreement in customary form with the Underwriter or Underwriters selected for such underwritten offering by
a majority-in-interest of the holders initiating the Demand Registration.
 


2.1.4 Reduction of Underwritten
Offering. If the managing Underwriter or Underwriters for a Demand Registration that is to be an underwritten offering advises the
Company and the Demanding Holders in writing that the dollar amount or number of shares of Registrable Securities which the Demanding
Holders desire to sell, taken together with all other shares of Common Stock or other securities which the Company desires to sell and
the shares of Common Stock, if any, as to which registration has been requested pursuant to written contractual piggy-back registration
rights held by other stockholders of the Company who desire to sell, exceeds the maximum dollar amount or maximum number of shares that
can be sold in such underwritten offering without adversely affecting the proposed offering price, the timing, the distribution method,
or the probability of success of such offering (such maximum dollar amount or maximum number of shares, as applicable, the “Maximum
Number of Shares” ), then the Company shall include in such registration: (i) first, the Registrable Securities as to which
Demand Registration has been requested by the Demanding Holders (pro rata in accordance with the number of shares that each such Demanding
Holder has requested be included in such registration, regardless of the number of shares held by each such Demanding Holder (such proportion
is referred to herein as “Pro Rata” )) that can be sold without exceeding the Maximum Number of Shares; (ii) second,
to the extent that the Maximum Number of Shares has not been reached under the foregoing clause (i), the shares of Common Stock or other
securities that the Company desires to sell that can be sold without exceeding the Maximum Number of Shares; and (iii) third, to the
extent that the Maximum Number of Shares has not been reached under the foregoing clauses (i) and (ii), the shares of Common Stock or
other securities for the account of other persons that the Company is obligated to register pursuant to written contractual arrangements
with such persons and that can be sold without exceeding the Maximum Number of Shares.
 






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2.1.5 Withdrawal. If
a majority-in-interest of the Demanding Holders disapprove of the terms of any underwritten offering or are not entitled to include all
of their Registrable Securities in any underwritten offering, such majority-in-interest of the Demanding Holders may elect to withdraw
from such offering by giving written notice to the Company and the Underwriter or Underwriters of their request to withdraw prior to
the effectiveness of the Registration Statement filed with the Commission with respect to such Demand Registration. If the majority-in-interest
of the Demanding Holders withdraws from a proposed underwritten offering relating to a Demand Registration, then such registration shall
not count as a Demand Registration provided for in Section 2.1.
 


2.2 Piggy-Back Registration.
 


2.2.1 Piggy-Back Rights.
If at any time on or after the date the Company consummates a Business Combination the Company proposes to file a Registration Statement
under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable
for, or convertible into, equity securities, by the Company for its own account or for stockholders of the Company for their account
(or by the Company and by stockholders of the Company including, without limitation, pursuant to Section 2.1), other than a Registration
Statement (i) filed in connection with any employee stock option or other benefit plan, (ii) for an exchange offer or offering of securities
solely to the Company’s existing stockholders, (iii) for an offering of debt that is convertible into equity securities of the
Company or (iv) for a dividend reinvestment plan, then the Company shall (x) give written notice of such proposed filing to the holders
of Registrable Securities as soon as practicable but in no event less than ten (10) days before the anticipated filing date of such Registration
Statement, which notice shall describe the amount and type of securities to be included in such offering, the intended method(s) of distribution,
and the name of the proposed managing Underwriter or Underwriters, if any, of the offering, and (y) offer to the holders of Registrable
Securities in such notice the opportunity to register the sale of such number of shares of Registrable Securities as such holders may
request in writing within five (5) days following receipt of such notice (a “Piggy-Back Registration” ). The Company
shall cause such Registrable Securities to be included in such registration and shall use its best efforts to cause the managing Underwriter
or Underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration
on the same terms and conditions as any similar securities of the Company and to permit the sale or other disposition of such Registrable
Securities in accordance with the intended method(s) of distribution thereof. All holders of Registrable Securities proposing to distribute
their Registrable Securities through a Piggy-Back Registration that involves an Underwriter or Underwriters shall enter into an underwriting
agreement in customary form with the Underwriter or Underwriters selected for such Piggy-Back Registration. Notwithstanding the provisions
set forth in the immediately preceding sentences, the right to a Piggy-Back Registration set forth under this Section 2.2.1 with respect
to the Registrable Securities shall terminate on the seventh anniversary of the Effective Date.
 






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2.2.2 Reduction of Offering.
If the managing Underwriter or Underwriters for a Piggy-Back Registration that is to be an underwritten offering advises the Company
and the holders of Registrable Securities in writing that the dollar amount or number of shares of Common Stock which the Company desires
to sell, taken together with the shares of Common Stock, if any, as to which registration has been demanded pursuant to written contractual
arrangements with persons other than the holders of Registrable Securities hereunder, the Registrable Securities as to which registration
has been requested under this Section 2.2, and the shares of Common Stock, if any, as to which registration has been requested pursuant
to the written contractual piggy-back registration rights of other stockholders of the Company, exceeds the Maximum Number of Shares,
then the Company shall include in any such registration:
 


a)
If the registration is undertaken for the Company’s account: (A) first, the shares of Common Stock or other securities that
the Company desires to sell that can be sold without exceeding the Maximum Number of Shares; (B) second, to the extent that the Maximum
Number of Shares has not been reached under the foregoing clause (A), the shares of Common Stock or other securities, if any, comprised
of Registrable Securities, as to which registration has been requested pursuant to the applicable written contractual piggy-back registration
rights of such security holders, Pro Rata, that can be sold without exceeding the Maximum Number of Shares; and (C) third, to the extent
that the Maximum Number of Shares has not been reached under the foregoing clauses (A) and (B), the shares of Common Stock or other securities
for the account of other persons that the Company is obligated to register pursuant to written contractual piggy-back registration rights
with such persons and that can be sold without exceeding the Maximum Number of Shares;
 


b)
If the registration is a “demand” registration undertaken at the demand of persons other than either the holders of
Registrable Securities, (A) first, the shares of Common Stock or other securities for the account of the demanding persons that can be
sold without exceeding the Maximum Number of Shares; (B) second, to the extent that the Maximum Number of Shares has not been reached
under the foregoing clause (A), the shares of Common Stock or other securities that the Company desires to sell that can be sold without
exceeding the Maximum Number of Shares; (C) third, to the extent that the Maximum Number of Shares has not been reached under the foregoing
clauses (A) and (B), collectively the shares of Common Stock or other securities comprised of Registrable Securities, Pro Rata, as to
which registration has been requested pursuant to the terms hereof, that can be sold without exceeding the Maximum Number of Shares; and
(D) fourth, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (A), (B) and (C), the shares
of Common Stock or other securities for the account of other persons that the Company is obligated to register pursuant to written contractual
arrangements with such persons, that can be sold without exceeding the Maximum Number of Shares.
 






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2.2.3 Withdrawal. Any holder
of Registrable Securities may elect to withdraw such holder’s request for inclusion of Registrable Securities in any Piggy-Back
Registration by giving written notice to the Company of such request to withdraw prior to the effectiveness of the Registration Statement.
The Company (whether on its own determination or as the result of a withdrawal by persons making a demand pursuant to written contractual
obligations) may withdraw a Registration Statement at any time prior to the effectiveness of such Registration Statement. Notwithstanding
any such withdrawal, the Company shall pay all expenses incurred by the holders of Registrable Securities in connection with such Piggy-Back
Registration as provided in Section 3.3.
 


2.2.4 Registrations on Form
S-3. The holders of Registrable Securities may at any time and from time to time, request in writing that the Company register the
resale of any or all of such Registrable Securities on Form S-3 or any similar short-form registration which may be available at such
time (“Form S-3” ); provided, however, that (i) the Company shall not be obligated to effect such request through
an underwritten offering and (ii) the Company shall not be obligated to effect more than two such requests. Upon receipt of such written
request, the Company will promptly give written notice of the proposed registration to all other holders of Registrable Securities, and,
as soon as practicable thereafter, effect the registration of all or such portion of such holder’s or holders’ Registrable
Securities as are specified in such request, together with all or such portion of the Registrable Securities or other securities of the
Company, if any, of any other holder or holders joining in such request as are specified in a written request given within fifteen (15)
days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any
such registration pursuant to this Section 2.2.4: (i) if Form S-3 is not available for such offering; or (ii) if the holders of the Registrable
Securities, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell
Registrable Securities and such other securities (if any) at any aggregate price to the public of less than $500,000. Registrations effected
pursuant to this Section 2.2.4 shall not be counted as Demand Registrations effected pursuant to Section 2.1.
 


3.
REGISTRATION PROCEDURES.
 


3.1 Filings; Information.
Whenever the Company is required to effect the registration of any Registrable Securities pursuant to Section 2, the Company shall
use its best efforts to effect the registration and sale of such Registrable Securities in accordance with the intended method(s) of
distribution thereof as expeditiously as practicable, and in connection with any such request:
 


3.1.1 Filing Registration
Statement. The Company shall use its best efforts to, as expeditiously as possible after receipt of a request for a Demand Registration
pursuant to Section 2.1, prepare and file with the Commission a Registration Statement on any form for which the Company then qualifies
or which counsel for the Company shall deem appropriate and which form shall be available for the sale of all Registrable Securities
to be registered thereunder in accordance with the intended method(s) of distribution thereof, and shall use its best efforts to cause
such Registration Statement to become effective and use its best efforts to keep it effective for the period required by Section 3.1.3;
provided, however, that the Company shall have the right to defer any Demand Registration for up to thirty (30) days, and any Piggy-Back
Registration for such period as may be applicable to deferment of any demand registration to which such Piggy-Back Registration relates,
in each case if the Company shall furnish to the holders a certificate signed by Chief Executive Officer or Chairman of the Company stating
that, in the good faith judgment of the Board of Directors of the Company, it would be materially detrimental to the Company and its
stockholders for such Registration Statement to be effected at such time; provided further, however, that the Company shall not have
the right to exercise the right set forth in this provision more than once in any 365-day period in respect of a Demand Registration
hereunder.
 






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3.1.2 Copies. The Company
shall, prior to filing a Registration Statement or prospectus, or any amendment or supplement thereto, furnish without charge to the
holders of Registrable Securities included in such registration, and such holders’ legal counsel, copies of such Registration Statement
as proposed to be filed, each amendment and supplement to such Registration Statement (in each case including all exhibits thereto and
documents incorporated by reference therein except for such exhibits and documents available on the Commission’s Electronic Data
Gathering, Analysis and Retrieval System (“EDGAR”)), the prospectus included in such Registration Statement (including each
preliminary prospectus), and such other documents as the holders of Registrable Securities included in such registration or legal counsel
for any such holders may request in order to facilitate the disposition of the Registrable Securities owned by such holders.
 


3.1.3 Amendments and Supplements.
The Company shall prepare and file with the Commission such amendments, including post-effective amendments, and supplements to such
Registration Statement and the prospectus used in connection therewith as may be necessary to keep such Registration Statement effective
and in compliance with the provisions of the Securities Act until all Registrable Securities and other securities covered by such Registration
Statement have been disposed of in accordance with the intended method(s) of distribution set forth in such Registration Statement or
such securities have been withdrawn.
 


3.1.4 Notification.
After the filing of a Registration Statement, the Company shall promptly, and in no event more than two (2) business days after such
filing, notify the holders of Registrable Securities included in such Registration Statement of such filing, and shall further notify
such holders promptly and confirm such advice in writing in all events within two (2) business days of the occurrence of any of the following:
(i) when such Registration Statement becomes effective; (ii) when any post-effective amendment to such Registration Statement becomes
effective; (iii) the issuance or threatened issuance by the Commission of any stop order (and the Company shall take all actions required
to prevent the entry of such stop order or to remove it if entered); and (iv) any request by the Commission for any amendment or supplement
to such Registration Statement or any prospectus relating thereto or for additional information or of the occurrence of an event requiring
the preparation of a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of the securities
covered by such Registration Statement, such prospectus will not contain an untrue statement of a material fact or omit to state any
material fact required to be stated therein or necessary to make the statements therein not misleading, and promptly make available to
the holders of Registrable Securities included in such Registration Statement any such supplement or amendment; except that before filing
with the Commission a Registration Statement or prospectus or any amendment or supplement thereto, including documents incorporated by
reference, the Company shall furnish to the holders of Registrable Securities included in such Registration Statement and to the legal
counsel for any such holders, copies of all such documents proposed to be filed sufficiently in advance of filing to provide such holders
and legal counsel with a reasonable opportunity to review such documents and comment thereon, and the Company shall not file any Registration
Statement or prospectus or amendment or supplement thereto, including documents incorporated by reference, to which such holders or their
legal counsel shall object.
 






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3.1.5 State Securities Laws
Compliance. The Company shall use its best efforts to (i) register or qualify the Registrable Securities covered by the Registration
Statement under such securities or “blue sky” laws of such jurisdictions in the United States as the holders of Registrable
Securities included in such Registration Statement (in light of their intended plan of distribution) may request and (ii) take such action
necessary to cause such Registrable Securities covered by the Registration Statement to be registered with or approved by such other
governmental authorities as may be necessary by virtue of the business and operations of the Company and do any and all other acts and
things that may be necessary or advisable to enable the holders of Registrable Securities included in such Registration Statement to
consummate the disposition of such Registrable Securities in such jurisdictions; provided, however, that the Company shall not be required
to qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this paragraph or
subject itself to taxation in any such jurisdiction.
 


3.1.6 Agreements for Disposition.
The Company shall enter into customary agreements (including, if applicable, an underwriting agreement in customary form) and take
such other actions as are reasonably required in order to expedite or facilitate the disposition of such Registrable Securities. The
representations, warranties and covenants of the Company in any underwriting agreement which are made to or for the benefit of any Underwriters,
to the extent applicable, shall also be made to and for the benefit of the holders of Registrable Securities included in such registration
statement. No holder of Registrable Securities included in such registration statement shall be required to make any representations
or warranties in the underwriting agreement except, if applicable, with respect to such holder’s organization, good standing, authority,
title to Registrable Securities, lack of conflict of such sale with such holder’s material agreements and organizational documents,
and with respect to written information relating to such holder that such holder has furnished in writing expressly for inclusion in
such Registration Statement.
 


3.1.7 Cooperation. The
principal executive officer of the Company, the principal financial officer of the Company, the principal accounting officer of the Company
and all other officers and members of the management of the Company shall cooperate in all reasonable respects in any offering of Registrable
Securities hereunder, which cooperation shall include, without limitation, the preparation of the Registration Statement with respect
to such offering and all other offering materials and related documents, and participation in meetings with Underwriters, attorneys,
accountants and potential investors.
 


3.1.8 Records. The Company
shall make available for inspection by the holders of Registrable Securities included in such Registration Statement, any Underwriter
participating in any disposition pursuant to such registration statement and any attorney, accountant or other professional retained
by any holder of Registrable Securities included in such Registration Statement or any Underwriter, all financial and other records,
pertinent corporate documents and properties of the Company, as shall be necessary to enable them to exercise their due diligence responsibility,
and cause the Company’s officers, directors and employees to supply all information reasonably requested by any of them in connection
with such Registration Statement.
 






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3.1.9 Opinions and Comfort
Letters. Upon request, the Company shall furnish to each holder of Registrable Securities included in any Registration Statement
a signed counterpart, addressed to such holder, of (i) any opinion of counsel to the Company delivered to any Underwriter and (ii) any
comfort letter from the Company’s independent public accountants delivered to any Underwriter. In the event no legal opinion is
delivered to any Underwriter, the Company shall furnish to each holder of Registrable Securities included in such Registration Statement,
at any time that such holder elects to use a prospectus, an opinion of counsel to the Company to the effect that the Registration Statement
containing such prospectus has been declared effective and that no stop order is in effect.
 


3.1.10 Earnings Statement.
The Company shall comply with all applicable rules and regulations of the Commission and the Securities Act, and make available to
its stockholders, as soon as practicable, an earnings statement covering a period of twelve (12) months, which earnings statement shall
satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder.
 


3.1.11 Listing. The
Company shall use its best efforts to cause all Registrable Securities included in any registration to be listed on such exchanges or
otherwise designated for trading in the same manner as similar securities issued by the Company are then listed or designated or, if
no such similar securities are then listed or designated, in a manner satisfactory to the holders of a majority of the Registrable Securities
included in such registration.
 


3.1.12 Road Show. If
the registration involves the registration of Registrable Securities involving gross proceeds in excess of $5,000,000, the Company shall
use its reasonable efforts to make available senior executives of the Company to participate in customary “road show” presentations
that may be reasonably requested by the Underwriter in any underwritten offering.
 


3.2 Obligation to Suspend
Distribution. Upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3.1.4(iv),
or, in the case of a resale registration on Form S-3 pursuant to Section 2.2.4 hereof, upon any suspension by the Company, pursuant to
a written insider trading compliance program adopted by the Company’s Board of Directors, of the ability of all “insiders”
covered by such program to transact in the Company’s securities because of the existence of material non-public information, each
holder of Registrable Securities included in any registration shall immediately discontinue disposition of such Registrable Securities
pursuant to the Registration Statement covering such Registrable Securities until such holder receives the supplemented or amended prospectus
contemplated by Section 3.1.4(iv) or the restriction on the ability of “insiders” to transact in the Company’s securities
is removed, as applicable, and, if so directed by the Company, each such holder will deliver to the Company all copies, other than permanent
file copies then in such holder’s possession, of the most recent prospectus covering such Registrable Securities at the time of
receipt of such notice.
 






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3.3 Registration Expenses.
The Company shall bear all costs and expenses incurred in connection with any Demand Registration pursuant to Section 2.1, any Piggy-Back
Registration pursuant to Section 2.2, and any registration on Form S-3 effected pursuant to Section 2.2.4, and all expenses incurred
in performing or complying with its other obligations under this Agreement, whether or not the Registration Statement becomes effective,
including, without limitation: (i) all registration and filing fees; (ii) fees and expenses of compliance with securities or “blue
sky” laws (including fees and disbursements of counsel in connection with blue sky qualifications of the Registrable Securities);
(iii) printing expenses; (iv) the Company’s internal expenses (including, without limitation, all salaries and expenses of its
officers and employees); (v) the fees and expenses incurred in connection with the listing of the Registrable Securities as required
by Section 3.1.11; (vi) Financial Industry Regulatory Authority fees; (vii) fees and disbursements of counsel for the Company and fees
and expenses for independent certified public accountants retained by the Company (including the expenses or costs associated with the
delivery of any opinions or comfort letters requested pursuant to Section 3.1.9); (viii) the reasonable fees and expenses of any special
experts retained by the Company in connection with such registration and (ix) the reasonable fees and expenses of one legal counsel selected
by the holders of a majority-in-interest of the Registrable Securities included in such registration. The Company shall have no obligation
to pay any underwriting discounts or selling commissions attributable to the Registrable Securities being sold by the holders thereof,
which underwriting discounts or selling commissions shall be borne by such holders. Additionally, in an underwritten offering, all selling
stockholders and the Company shall bear the expenses of the Underwriter pro rata in proportion to the respective amount of shares each
is selling in such offering.
 


3.4 Information. The
holders of Registrable Securities shall provide such information as may reasonably be requested by the Company, or the managing Underwriter,
if any, in connection with the preparation of any Registration Statement, including amendments and supplements thereto, in order to effect
the registration of any Registrable Securities under the Securities Act pursuant to Section 2 and in connection with the Company’s
obligation to comply with Federal and applicable state securities laws.
 


4.
INDEMNIFICATION AND CONTRIBUTION.
 


4.1 Indemnification by
the Company. The Company agrees to indemnify and hold harmless each Investor and each other holder of Registrable Securities, and
each of their respective officers, employees, affiliates, directors, partners, members, attorneys and agents, and each person, if any,
who controls an Investor and each other holder of Registrable Securities (within the meaning of Section 15 of the Securities Act or Section
20 of the Exchange Act) (each, an “Investor Indemnified Party” ), from and against any expenses, losses, judgments,
claims, damages or liabilities, whether joint or several, arising out of or based upon any untrue statement (or allegedly untrue statement)
of a material fact contained in any Registration Statement under which the sale of such Registrable Securities was registered under the
Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained in the Registration Statement, or any amendment
or supplement to such Registration Statement, or arising out of or based upon any omission (or alleged omission) to state a material
fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by the Company of the
Securities Act or any rule or regulation promulgated thereunder applicable to the Company and relating to action or inaction required
of the Company in connection with any such registration; and the Company shall promptly reimburse the Investor Indemnified Party for
any legal and any other expenses reasonably incurred by such Investor Indemnified Party in connection with investigating and defending
any such expense, loss, judgment, claim, damage, liability or action; provided, however, that the Company will not be liable in any such
case to the extent that any such expense, loss, claim, damage or liability arises out of or is based upon any untrue statement or allegedly
untrue statement or omission or alleged omission made in such Registration Statement, preliminary prospectus, final prospectus, or summary
prospectus, or any such amendment or supplement, in reliance upon and in conformity with information furnished to the Company, in writing,
by such selling holder expressly for use therein. The Company also shall indemnify any Underwriter of the Registrable Securities, their
officers, affiliates, directors, partners, members and agents and each person who controls such Underwriter on substantially the same
basis as that of the indemnification provided above in this Section 4.1.
 






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4.2 Indemnification by
Holders of Registrable Securities. Each selling holder of Registrable Securities will, in the event that any registration is being
effected under the Securities Act pursuant to this Agreement of any Registrable Securities held by such selling holder, indemnify and
hold harmless the Company, each of its directors and officers and each Underwriter (if any), and each other selling holder and each other
person, if any, who controls another selling holder or such Underwriter within the meaning of the Securities Act, against any losses,
claims, judgments, damages or liabilities, whether joint or several, insofar as such losses, claims, judgments, damages or liabilities
(or actions in respect thereof) arise out of or are based upon any untrue statement or allegedly untrue statement of a material fact
contained in any Registration Statement under which the sale of such Registrable Securities was registered under the Securities Act,
any preliminary prospectus, final prospectus or summary prospectus contained in the Registration Statement, or any amendment or supplement
to the Registration Statement, or arise out of or are based upon any omission or the alleged omission to state a material fact required
to be stated therein or necessary to make the statement therein not misleading, if the statement or omission was made in reliance upon
and in conformity with information furnished in writing to the Company by such selling holder expressly for use therein, and shall reimburse
the Company, its directors and officers, each Underwriter (if any) and each other selling holder or controlling person for any legal
or other expenses reasonably incurred by any of them in connection with investigation or defending any such loss, claim, damage, liability
or action. Each selling holder’s indemnification obligations hereunder shall be several and not joint and shall be limited to the
amount of any net proceeds actually received by such selling holder.
 


4.3 Conduct of Indemnification
Proceedings. Promptly after receipt by any person of any notice of any loss, claim, damage or liability or any action in respect
of which indemnity may be sought pursuant to Section 4.1 or 4.2, such person (the “Indemnified Party”) shall, if a claim
in respect thereof is to be made against any other person for indemnification hereunder, notify such other person (the “Indemnifying
Party” ) in writing of the loss, claim, judgment, damage, liability or action; provided, however, that the failure by the Indemnified
Party to notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability which the Indemnifying Party may have
to such Indemnified Party hereunder, except and solely to the extent the Indemnifying Party is actually prejudiced by such failure. If
the Indemnified Party is seeking indemnification with respect to any claim or action brought against the Indemnified Party, then the
Indemnifying Party shall be entitled to participate in such claim or action, and, to the extent that it wishes, jointly with all other
Indemnifying Parties, to assume control of the defense thereof with counsel satisfactory to the Indemnified Party. After notice from
the Indemnifying Party to the Indemnified Party of its election to assume control of the defense of such claim or action, the Indemnifying
Party shall not be liable to the Indemnified Party for any legal or other expenses subsequently incurred by the Indemnified Party in
connection with the defense thereof other than reasonable costs of investigation; provided, however, that in any action in which both
the Indemnified Party and the Indemnifying Party are named as defendants, the Indemnified Party shall have the right to employ separate
counsel (but no more than one such separate counsel) to represent the Indemnified Party and its controlling persons who may be subject
to liability arising out of any claim in respect of which indemnity may be sought by the Indemnified Party against the Indemnifying Party,
with the fees and expenses of such counsel to be paid by such Indemnifying Party if, based upon the written opinion of counsel of such
Indemnified Party, representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests
between them. No Indemnifying Party shall, without the prior written consent of the Indemnified Party, consent to entry of judgment or
effect any settlement of any claim or pending or threatened proceeding in respect of which the Indemnified Party is or could have been
a party and indemnity could have been sought hereunder by such Indemnified Party, unless such judgment or settlement includes an unconditional
release of such Indemnified Party from all liability arising out of such claim or proceeding.
 






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4.4 Contribution.
 


4.4.1
If the indemnification provided for in the foregoing Sections 4.1, 4.2 and 4.3 is unavailable to any Indemnified Party in respect
of any loss, claim, damage, liability or action referred to herein, then each such Indemnifying Party, in lieu of indemnifying such Indemnified
Party, shall contribute to the amount paid or payable by such Indemnified Party as a result of such loss, claim, damage, liability or
action in such proportion as is appropriate to reflect the relative fault of the Indemnified Parties and the Indemnifying Parties in connection
with the actions or omissions which resulted in such loss, claim, damage, liability or action, as well as any other relevant equitable
considerations. The relative fault of any Indemnified Party and any Indemnifying Party shall be determined by reference to, among other
things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact
relates to information supplied by such Indemnified Party or such Indemnifying Party and the parties’ relative intent, knowledge,
access to information and opportunity to correct or prevent such statement or omission.
 


4.4.2
The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 4.4 were determined by
pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to in the
immediately preceding Section 4.4.1.
 


4.4.3
The amount paid or payable by an Indemnified Party as a result of any loss, claim, damage, liability or action referred to in the
immediately preceding paragraph shall be deemed to include, subject to the limitations set forth above, any legal or other expenses incurred
by such Indemnified Party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this
Section 4.4, no holder of Registrable Securities shall be required to contribute any amount in excess of the dollar amount of the net
proceeds (after payment of any underwriting fees, discounts, commissions or taxes) actually received by such holder from the sale of Registrable
Securities which gave rise to such contribution obligation. No person guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.
 


5.
RULE 144.
 


5.1 Rule 144. The
Company covenants that it shall file any reports required to be filed by it under the Securities Act and the Exchange Act and shall take
such further action as the holders of Registrable Securities may reasonably request, all to the extent required from time to time to
enable such holders to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions
provided by Rule 144 under the Securities Act, as such Rules may be amended from time to time, or any similar rule or regulation hereafter
adopted by the Commission.
 


6.
MISCELLANEOUS.
 


6.1 Other Registration
Rights. The Company represents and warrants that, except as disclosed in the Company’s registration statement on Form S-1 (File
No. 377-06049) no person, other than the holders of the Registrable Securities, has any right to require the Company to register any
shares of the Company’s capital stock for sale or to include the Company’s shares of capital stock in any registration filed
by the Company for the sale of shares of capital stock for its own account or for the account of any other person.
 






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6.2 Assignment; No Third
Party Beneficiaries. This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated
by the Company in whole or in part without the consent of the holders of a majority of Registrable Securities. This Agreement and the
rights, duties and obligations of the holders of Registrable Securities hereunder may be freely assigned or delegated by such holder
of Registrable Securities in conjunction with and to the extent of any transfer of Registrable Securities by any such holder. This Agreement
and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties, to the permitted assigns of the
Investors or holder of Registrable Securities or of any assignee of the Investors or holder of Registrable Securities. This Agreement
is not intended to confer any rights or benefits on any persons that are not party hereto other than as expressly set forth in Article
4 and this Section 6.2.
 


6.3 Notices. All notices,
demands, requests, consents, approvals or other communications (collectively, “Notices” ) required or permitted to
be given hereunder or which are given with respect to this Agreement shall be in writing and shall be personally served, delivered by
reputable air courier service with charges prepaid, or transmitted by hand delivery, or electronic transmission addressed as set forth
below, or to such other address as such party shall have specified most recently by written notice. Notice shall be deemed given on the
date of service or transmission if personally served or transmitted electronically by email; provided, that if such service or transmission
is not on a business day or is after normal business hours, then such notice shall be deemed given on the next business day. Notice otherwise
sent as provided herein shall be deemed given on the next business day following timely delivery of such notice to a reputable air courier
service with an order for next-day delivery. The parties hereto consent to the delivery of notices or other communications by electronic
transmission at the e-mail address set forth below the respective party’s name in Section 6.3 hereto. To the extent that any notice
given by means of electronic transmission is returned or undeliverable for any reason, the foregoing consent shall be deemed to have
been revoked until a new or corrected e-mail address has been provided, and such attempted electronic notice shall be ineffective and
deemed to not have been given. Each party agrees to promptly notify the other parties of any change in its e-mail address, and that failure
to do so shall not affect the foregoing. The parties may change the persons and addresses to which the notices or other communications
are to be sent by giving written notice to any such change in the manner provided herein for giving notice.
 


To the Company:
 


Abri SPAC 2, Inc.
9663
Santa Monica Blvd., No. 1091
Beverly
Hills, CA 90210Attn: Jeffrey Tirman, Chief Executive Officer
Email:
jtirman@abriadv.com
 


with a copy to:
 


Loeb & Loeb LLP
345
Park Avenue
New York,
NY 10154
Attn: Alex Weniger-Araujo,
Esq.
Email:
 


To an Investor, to the address set forth
below such Investor’s name on Exhibit A hereto.
 


To
the Representative:
 


Chardan Capital Markets, LLC
17
State Street, Suite 2100
New
York, New York 10004
Att:
George Kaufman
Email:
__________________
 






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with copy to:
 


Carl Koerner, Esq.

White and Williams LLP

7 Times Square, Suite 2900

New York, NY 10036
Email:
Koernerc@whiteandwilliams.com
 


6.4 Severability. This
Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity
or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable
term or provision, the parties hereto intend that there shall be added as a part of this Agreement a provision as similar in terms to
such invalid or unenforceable provision as may be possible that is valid and enforceable.
 


6.5 Counterparts. This
Agreement may be executed in multiple counterparts, each of which shall be deemed an original, and all of which taken together shall
constitute one and the same instrument.
 


6.6 Entire Agreement.
This Agreement (including all agreements entered into pursuant hereto and all certificates and instruments delivered pursuant hereto
and thereto) constitute the entire agreement of the parties with respect to the subject matter hereof and supersede all prior and contemporaneous
agreements, representations, understandings, negotiations and discussions between the parties, whether oral or written.
 


6.7 Modifications and Amendments.
No amendment, modification or termination of this Agreement shall be binding upon the Company unless executed in writing by the Company.
No amendment, modification or termination of this Agreement shall be binding upon the holders of the Registrable Securities unless executed
in writing by the holders of the majority Registrable Securities.
 


6.8 Titles and Headings.
Titles and headings of sections of this Agreement are for convenience only and shall not affect the construction of any provision
of this Agreement.
 


6.9 Waivers and Extensions.
Any party to this Agreement may waive any right, breach or default which such party has the right to waive, provided that such waiver
will not be effective against the waiving party unless it is in writing, is signed by such party, and specifically refers to this Agreement.
Waivers may be made in advance or after the right waived has arisen or the breach or default waived has occurred. Any waiver may be conditional.
No waiver of any breach of any agreement or provision herein contained shall be deemed a waiver of any preceding or succeeding breach
thereof nor of any other agreement or provision herein contained. No waiver or extension of time for performance of any obligations or
acts shall be deemed a waiver or extension of the time for performance of any other obligations or acts.
 






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6.10  Remedies Cumulative.
In the event that the Company fails to observe or perform any covenant or agreement to be observed or performed under this Agreement,
any Investor or any other holder of Registrable Securities may proceed to protect and enforce its rights by suit in equity or action
at law, whether for specific performance of any term contained in this Agreement or for an injunction against the breach of any such
term or in aid of the exercise of any power granted in this Agreement or to enforce any other legal or equitable right, or to take any
one or more of such actions, without being required to post a bond. None of the rights, powers or remedies conferred under this Agreement
shall be mutually exclusive, and each such right, power or remedy shall be cumulative and in addition to any other right, power or remedy,
whether conferred by this Agreement or now or hereafter available at law, in equity, by statute or otherwise.
 


6.11 Governing Law. This
Agreement shall be governed by, interpreted under, and construed in accordance with the internal laws of the State of New York applicable
to agreements made and to be performed within the State of New York, without giving effect to any choice-of-law provisions thereof that
would compel the application of the substantive laws of any other jurisdiction.
 


6.12  Waiver of Trial by
Jury. Each party hereby irrevocably and unconditionally waives the right to a trial by jury in any action, suit, counterclaim or
other proceeding (whether based on contract, tort or otherwise) arising out of, connected with or relating to this Agreement, the transactions
contemplated hereby, or the actions of the Investor in the negotiation, administration, performance or enforcement hereof.
 


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IN WITNESS WHEREOF, the parties
have caused this Registration Rights Agreement to be executed and delivered by their duly authorized representatives as of the date first
written above.
 


	 	COMPANY:
	 	 	 
	 	ABRI SPAC 2, INC.
	 	 
	 	By:	 
	 	Name:	Jeffrey Tirman
	 	Title:	Chief Executive Officer



 


	 	INVESTORS:
	 	 
	 	ABRI VENTURES 2, LLC
	 	 
	 	By:	 
	 		Name:	Jeffrey Tirman
	 		Title:	Authorized Member



 




     


     


    

 


IN WITNESS WHEREOF, the parties
have caused this Registration Rights Agreement to be executed and delivered by their duly authorized representatives as of the date first
written above.
 



	 	UNDERWRITER:
	 	 	 
	 	CHARDAN CAPITAL MARKETS, LLC
	 	 	 
	 	 
	 	Name:	George Kaufman
	 	Title:	Managing Partner



 




     


     


    

 


Exhibit A
 


Name and Address of Investors
 


To all Investors:
 


		●	Abri Ventures 2, LLC, c/o Abri SPAC 2, Inc., 9663 Santa Monica
Blvd., No. 1091, Beverly Hills, CA 90210