EXHIBIT 10.1


 


AMENDMENT NO. 1

TO THE

INVESTMENT MANAGEMENT TRUST AGREEMENT


 


This Amendment No. 1 (this
“Amendment”), dated as of December 9, 2022, to the Investment Management Trust Agreement (as defined below) is made
by and between Abri SPAC I, Inc. (the “Company”) and Continental Stock Transfer & Trust Company, as trustee
(“Trustee”). All terms used but not defined herein shall have the meanings assigned to them in the Trust Agreement.


 


WHEREAS, the Company
and the Trustee entered into an Investment Management Trust Agreement on August 9, 2021 (the “Trust Agreement”);


 


WHEREAS, Section 1(i) of
the Trust Agreement sets forth the terms that govern the liquidation of the Trust Account under the circumstances described therein;


 


WHEREAS, at a Special
Meeting of the Company held on December 9, 2022, the Company’s stockholders approved (i) a proposal to amend the Company’s
amended and restated certificate of incorporation (the “A&R COI”) giving the Company the right to extend the date
by which it has to consummate a business combination up to six (6) times for an additional one-month period each time, until August 12,
2023 (i.e., for a period of time ending twenty four (24) months from the consummation of its initial public offering); a (ii) a
proposal to amend the Trust Agreement requiring the Company to deposit $87,500 into the Trust Account for each one-month extension from
February 12, 2023 until August 12, 2023 (or up to an aggregate of $525,000 for the total six-month period); and


 


NOW THEREFORE, IT IS AGREED:


 


1. Section 1(i) of
the Trust Agreement is hereby amended and restated in its entirety as follows:


 


“(i) Commence liquidation
of the Trust Account only after and promptly after receipt of, and only in accordance with, the terms of a letter (“Termination
Letter”), in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B, signed on behalf of
the Company by its President, Chief Executive Officer and Chief Financial Officer and, in the case of a Termination Letter in a form substantially
similar to that attached hereto as Exhibit A, acknowledged and agreed to by the Representative, and complete the liquidation of the Trust
Account and distribute the Property in the Trust Account only as directed in the Termination Letter and the other documents referred to
therein; provided, however, that in the event that a Termination Letter has not been received by the Trustee by (i) the 12-month
anniversary of the closing of the IPO (“Closing”) or, (ii) in the event that the Company extended the time
to complete the Business Combination for up to eighteen (18) months from the closing of the IPO with two 3-month extensions by depositing
$573,392 in the Trust Account for each 3-month extension, or (iii) in the event that the Company extends the time to complete the
Business Combination thereafter for up to twenty four (24) months from the closing of the IPO with six (6) one-month extensions
by depositing $87,500 into the Trust Account for each one-month extension, but has not completed the Business Combination within such
24-month period, the 24th month anniversary of the Closing (as applicable, the “Last Date”), the
Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit B hereto and
distributed to the Public Stockholders as of the Last Date. For example, if during the 18th month, the Company does not deposit
$87,500 into the Trust Account by the last day of the 18th month for a one-month extension, then the Last Date shall be
the last day of the 18th month.”


 


IN WITNESS WHEREOF, the parties
have duly executed this Agreement as of the date first written above.


 


	 	CONTINENTAL STOCK TRANSFER & 
 TRUST COMPANY, as Trustee
	 	 
	 	By:	/s/
Francis Wolf
	 	Name: 	Francis Wolf
	 	Title:	Vice President



 


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