Exhibit 10.1


 


AMENDMENT NO. 1 TO INVESTMENT MANAGEMENT

TRUST AGREEMENT


 


THIS AMENDMENT NO. 1 TO THE
INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment”) is made as of December 21, 2022, by and between Shelter Acquisition
Corporation I, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation
(the “Trustee”). Capitalized terms contained in this Amendment, but not specifically defined in this Amendment, shall have
the meanings ascribed to such terms in the Original Agreement (as defined below).


 


WHEREAS, on July 2, 2021, the
Company consummated an initial public offering (the “Offering”) of units of the Company, each of which is composed of one
share of the Company’s Class A common stock, par value $0.0001 per share (“Common Stock”), and one-half of one warrant,
each whole warrant entitling the holder thereof to purchase one share of Common Stock;


 


WHEREAS, $221,647,440 of net
proceeds of the Offering and sale of the Private Placement Warrants (as defined in the Underwriting Agreement) were delivered to the Trustee
to be deposited and held in the segregated Trust Account located in the United States for the benefit of the Company and the holders of
Common Stock included in the Units issued in the Offering pursuant to the investment management trust agreement made effective as of June
29, 2021, by and between the Company and the Trustee (the “Original Agreement”);


 


WHEREAS, the Company has sought
the approval of the holders of its Class A common stock and holders of its Class B common stock, par value $0.0001 per share (together
the “Common Stock”), at a special meeting to: (i) extend the date before which the Company must complete a business combination
from January 2, 2023 to June 30, 2023 or such earlier date as determined by our board of directors to be in the best interests of the
Company (the “Extension Amendment”) and (ii) extend the date on which the Trustee must liquidate the Trust Account if the
Company has not completed its initial business combination from January 2, 2023 to June 30, 2023 (the “Trust Amendment”);


 


WHEREAS, holders of a majority
of the then issued and outstanding shares of Common Stock, voting together as a single class, approved the Extension Amendment and the
Trust Amendment; and


 


WHEREAS, the parties desire
to amend the Original Agreement to, among other things, reflect amendments to the Original Agreement contemplated by the Trust Amendment.


 


NOW, THEREFORE, in consideration
of the mutual agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
and intending to be legally bound hereby, the parties hereto agree as follows:


 


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






 


“(i) Commence liquidation
of the Trust Account only after and promptly after (x) receipt of, and only in accordance with, the terms of a letter from the Company
(“Termination Letter”) in a form substantially similar to that attached hereto as either Exhibit A or Exhibit
B, as applicable, signed on behalf of the Company by its Chief Executive Officer, Chief Financial Officer or other authorized officer
of the Company, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account, including interest
earned on the funds held in the Trust Account and not previously released to the Company to pay its income taxes (less up to $100,000
of interest to pay dissolution expenses), only as directed in the Termination Letter and the other documents referred to therein, or (y)
upon the date which is the later of (1) June 30, 2023 and (2) such later date as may be approved by the Company’s stockholders in
accordance with the Company’s amended and restated certificate of incorporation, if a Termination Letter has not been received by
the Trustee prior to such date, in which case the Trust Account shall be liquidated in accordance with the procedures set forth in the
Termination Letter attached as Exhibit B and the Property in the Trust Account, including interest earned on the funds
held in the Trust Account and not previously released to the Company to pay its income taxes (less up to $100,000 of interest to pay dissolution
expenses), shall be distributed to the Public Stockholders of record as of such date. It is acknowledged and agreed that there should
be no reduction in the principal amount per share initially deposited in the Trust Account;”.


 






     


     


    

 


 2. Miscellaneous Provisions.




 


 2.1. Successors. All the covenants and provisions of this Amendment by or for the benefit of the Company or the Trustee shall bind and inure to the benefit of their permitted respective successors and assigns.




 


2.2. Severability.
This Amendment shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the
validity or enforceability of this Amendment 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 Amendment a provision as similar in terms to
such invalid or unenforceable provision as may be possible and be valid and enforceable.


 


2.3. Applicable
Law. This Amendment shall be governed by and construed and enforced in accordance with the laws of the State of New York.


 


2.4. Counterparts.
This Amendment may be executed in several original or facsimile counterparts, each of which shall constitute an original, and together
shall constitute but one instrument.


 


2.5. Effect
of Headings. The section headings herein are for convenience only and are not part of this Amendment and shall not affect the interpretation
thereof.


 


2.6. Entire
Agreement. The Original Agreement, as modified by this Amendment, constitutes the entire understanding of the parties and supersedes
all prior agreements, understandings, arrangements, promises and commitments, whether written or oral, express or implied, relating to
the subject matter hereof, and all such prior agreements, understandings, arrangements, promises and commitments are hereby canceled and
terminated.


 


[Signature page follows]


 






    2


     


    

 


IN WITNESS WHEREOF, the parties hereto have caused
this Amendment to be duly executed as of the date first above written.


 


	 	Continental Stock Transfer & Trust Company, as Trustee
	 	 
	 	By:	 /s/ Francis Wolf
	 	 	Name: 	Francis Wolf
	 	 	
    Title:
	 Vice President

    



 


	 	Shelter Acquisition Corporation I
	 	 
	 	By:	 /s/ Christopher Keber
	 	 	Name:  	Christopher Keber
	 	 	Title:	 Chief Executive Officer


 


Signature Page to Amendment No 1. to the Investment
Management Trust Agreement


 


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