Exhibit 4.2


AMENDMENT TO PRIVATE
PLACEMENT UNIT SUBSCRIPTION AGREEMENT


THIS AMENDMENT TO THE
PRIVATE PLACEMENT UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of April 13, 2022, by and between
Abri SPAC I, Inc., a Delaware corporation (the “Company”), and Abri Ventures I, LLC, a Delaware limited liability company
(the “Subscriber”) as an supplement to the Subscription Agreement dated August 9, 2021 between the Company and the
Subscriber (the “Subscription Agreement”).


RECITALS


WHEREAS, the Company completed
a public offering (the “Public Offering”) of 5,733,920 units (the “Public Units”) of the Company
(including 733,920 additional Public Units from the underwriters’ partial over-allotment option exercise), each Public Unit consisting
of one share of common stock, par value $0.0001 per share of the Company (the “Common Stock”) and one warrant (the
“Public Warrants”), each Public Warrant entitling its holder to purchase one share of Common Stock (the “Public
Warrant Shares”);


 


WHEREAS, the Subscriber purchased
294,598 private units (the “”Private Units”), each Private Unit consisting of one share of Common Stock and one
redeemable warrant (each, a “Private Warrant”), pursuant to the Subscription Agreement, each Private Warrant entitling
its holder to purchase one share of Common Stock (the “Private Warrant Shares”);


WHEREAS, pursuant to
Section 10.3 of the Subscription Agreement, the Subscription Agreement may be amended by the parties thereto by executing by a written
instrument signed by all of the parties thereto; and


WHEREAS, the Company
and the Subscriber desire to amend the Subscription Agreement to clarify the term of the lock-up period as set forth in the Prospectus
dated August 9, 2021.


NOW, THEREFORE, in consideration
of the foregoing recitals and the mutual promises, and for other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto agree as follows:


Paragraph 8.1 is hereby
amended by deleting it in its entirety and replacing it with the following:


8. Terms of the Units
and Placement Warrants 


8.1. The Units and their
component parts are substantially identical to the units to be offered in the IPO except that: (i) the Units and component parts will
not be transferable, assignable or salable until 30 days after the completion of our initial business combination, subject to the transfers
to Permitted Transferees, as set forth below, (ii) the Placement Warrants will be non-redeemable, and may be exercisable on a “cashless”
basis at the election of the holder and (iii) the Units and component parts are being purchased pursuant to an exemption from the registration
requirements of the Securities Act and will become freely tradable only after the expiration of the lockup described above in clause (i)
and they are registered pursuant to the Registration Rights Agreement to be signed on or before the date of the Prospectus or an exemption
from registration is available.


 


The aforementioned transfer restrictions
shall not apply to transfers by the Subscriber or by the recipient of any below-described transfer (such recipient, a "Permitted
Transferee"):


 


(1) to the Company's
insiders, officers, directors, advisors and employees, any affiliates or family members of the Company's officers or directors, any members
of the Subscriber, or any affiliates of the Subscriber;


 


(2) transfers to
an insider’s affiliates or its members upon its liquidation;


 


(3) transfers to
relatives and trusts for estate planning purposes;


 


(4) transfers by
virtue of the laws of descent and distribution upon death,;


 


(5) transfers pursuant
to a qualified domestic relations order;


 


(6) private sales
made at prices no greater than the price at which the securities were originally purchased; or


 


(7) transfers to
us for cancellation in connection with the consummation of an initial business combination;


 


in each case (except for clause (7)) where the Permitted
Transferee agrees to the terms of the escrow agreement, as described in the registration statement, and forfeiture, as the case may be,
as well as the other applicable restrictions and agreements of the holders of the insider shares. If dividends are declared and payable
in shares of common stock, such dividends will also be placed in escrow. If we are unable to effect a business combination and liquidate,
there will be no liquidation distribution with respect to the insider shares.


 


[Signature pages to follow]


 






    


     


    

 


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


 


	 	COMPANY:
	 	 
	 	ABRI SPAC I, INC.

a Delaware corporation
	 	 
	 	By:	/s/ Jeffrey Tirman
	 	Name:	Jeffrey Tirman
	 	 	Chief Executive Officer and Chairman of the Board
	 	 
	 	SUBSCRIBER:
	 	 
	 	ABRI VENTURES I, LLC

a Delaware limited liability company
	 	 
	 	By:	/s/ Jeffrey Tirman
	 	Name:	 Jeffrey Tirman
	 	Title:	 Managing Member