Shelter Acquisition Corp I Sample Contracts

INDEMNITY AGREEMENT
Indemnity Agreement • March 19th, 2021 • Shelter Acquisition Corp I • Blank checks • New York

THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2021, by and between Shelter Acquisition Corporation I, a Delaware corporation (the “Company”), and (“Indemnitee”).

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INVESTMENT MANAGEMENT TRUST AGREEMENT
Investment Management Trust Agreement • July 6th, 2021 • Shelter Acquisition Corp I • Blank checks • New York

This Investment Management Trust Agreement (this “Agreement”) is made effective as of June 29, 2021 by and between Shelter Acquisition Corporation I, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).

Shelter Acquisition Corporation I Quogue, New York 11959
Letter Agreement • June 16th, 2021 • Shelter Acquisition Corp I • Blank checks • New York

This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Shelter Acquisition Corporation I, a Delaware corporation (the “Company”), and Citigroup Global Markets, Inc. and Wells Fargo Securities, LLC, as representatives (the “Representatives”) of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”) of 23,000,000 of the Company’s units (including 3,000,000 units that may be purchased pursuant to the Underwriters’ option to purchase additional units, the “Units”), each comprising of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-half of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units will be sold in

WARRANT AGREEMENT between SHELTER ACQUISITION CORPORATION I and CONTINENTAL STOCK TRANSFER & TRUST COMPANY
Warrant Agreement • July 6th, 2021 • Shelter Acquisition Corp I • Blank checks • New York

THIS WARRANT AGREEMENT (this “Agreement”), dated as of June 29, 2021, is by and between Shelter Acquisition Corporation I, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”).

INVESTMENT MANAGEMENT TRUST AGREEMENT
Investment Management Trust Agreement • June 16th, 2021 • Shelter Acquisition Corp I • Blank checks • New York

This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2021 by and between Shelter Acquisition Corporation I, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).

PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT
Private Placement Warrants Purchase Agreement • July 6th, 2021 • Shelter Acquisition Corp I • Blank checks • New York

THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of June 29, 2021, is entered into by and among Shelter Acquisition Corporation I, a Delaware corporation (the “Company”), and Shelter Sponsor LLC, a Delaware limited liability company (the “Purchaser”).

REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENT
Registration and Stockholder Rights Agreement • July 6th, 2021 • Shelter Acquisition Corp I • Blank checks • New York

THIS REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of June 29, 2021, is made and entered into by and among Shelter Acquisition Corporation I, a Delaware corporation (the “Company”), Shelter Sponsor LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under “Holder” on the signature pages hereto (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.2 of this Agreement, a “Holder” and collectively the “Holders”).

SHELTER ACQUISITION CORPORATION I 20,000,000 Units Underwriting Agreement
Underwriting Agreement • July 6th, 2021 • Shelter Acquisition Corp I • Blank checks • New York

Shelter Acquisition Corporation I, a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (collectively, the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of 20,000,000 units of the Company (the “Underwritten Units”) and, at the option of the Underwriters, up to an additional 3,000,000 units of the Company (the “Option Units”). The Underwritten Units and the Option Units are herein referred to as the “Units.”

SHELTER ACQUISITION CORPORATION I
Letter Agreement • February 17th, 2021 • Shelter Acquisition Corp I • Delaware

Reference is made to that certain Securities Subscription Agreement (the “Original Agreement”), dated as of December 18, 2020 (the “Effective Date”), by and between Shelter Sponsor LLC (the “Subscriber” or “you”) and Shelter Acquisition Corporation I, a Delaware corporation (the “Company”). This letter agreement (this “Agreement”) amends and restates the Original Agreement in its entirety and shall be deemed effective as of the Effective Date.

Shelter Acquisition Corporation I 6 Midland Street #1726 Quogue, New York 11959
Letter Agreement • July 6th, 2021 • Shelter Acquisition Corp I • Blank checks • New York

This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Shelter Acquisition Corporation I, a Delaware corporation (the “Company”), and Citigroup Global Markets, Inc. and Wells Fargo Securities, LLC, as representatives (the “Representatives”) of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”) of 23,000,000 of the Company’s units (including 3,000,000 units that may be purchased pursuant to the Underwriters’ option to purchase additional units, the “Units”), each comprising of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-half of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units will be sold in

SHELTER ACQUISITION CORPORATION I 20,000,000 Units Underwriting Agreement
Underwriting Agreement • June 16th, 2021 • Shelter Acquisition Corp I • Blank checks • New York

Shelter Acquisition Corporation I, a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (collectively, the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of 20,000,000 units of the Company (the “Underwritten Units”) and, at the option of the Underwriters, up to an additional 3,000,000 units of the Company (the “Option Units”). The Underwritten Units and the Option Units are herein referred to as the “Units.”

INVESTMENT AGREEMENT
Investment Agreement • May 28th, 2021 • Shelter Acquisition Corp I • Blank checks • Delaware

THIS INVESTMENT AGREEMENT (this “Agreement”), dated as of [___], 2021, is by and among (i) Christopher A. Keber (“Keber”), (ii) John R. Chandler (“Chandler”, and together with Keber, the “Transferors”), (iii) Shelter Sponsor LLC (“Sponsor”), and (iv) [___] (“Investor”). Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to such terms in the Amended and Restated Limited Liability Company Agreement of Sponsor, dated March 12, 2021 (as amended, restated, supplemented, waived and otherwise modified from time to time in accordance with its terms, the “LLC Agreement”).

SHELTER ACQUISITION CORPORATION I 6 Midland Street, #1726 Quogue, NY 11959 June 29, 2021
Shelter Acquisition Corp I • July 6th, 2021 • Blank checks
AMENDMENT NO. 1 TO INVESTMENT MANAGEMENT TRUST AGREEMENT
Investment Management Trust Agreement • December 22nd, 2022 • Shelter Acquisition Corp I • Blank checks • New York

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).

SHELTER ACQUISITION CORPORATION I 6 Midland Street, #1726 Quogue, NY 11959
Shelter Acquisition Corp I • March 19th, 2021 • Blank checks
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