Exhibit 10.1


 


AMENDMENT NO. 5

TO THE

INVESTMENT MANAGEMENT TRUST AGREEMENT


 


This Amendment No. 5 (this “Amendment”),
dated as of May 20, 2021, to the Investment Management Trust Agreement (as defined below) is made by and between Trident Acquisitions
Corp. (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 dated as of May 29, 2018, as amended pursuant to that certain Amendment No. 1 to the Trust Agreement
dated as of November 27, 2019, that certain Amendment No. 2 to the Trust Agreement dated as of May 29, 2020, that certain Amendment No.
3 to the Trust Agreement dated August 31, 2020, and that certain Amendment No. 4 to the Trust Agreement dated December 1, 2020 (as amended,
the “Trust Agreement”); and


 


WHEREAS, the parties desire to amend the Trust Agreement
as set forth in this Amendment.


 


NOW THEREFORE, IT IS AGREED:


 


1. Section 7(c) of the Trust Agreement is hereby amended
and restated to read in full as follows:


 


“(c) This Agreement contains the entire
agreement and understanding of the parties hereto with respect to the subject matter hereof. Except for Sections 1(i), 1(j), 2(d) and
3(f) (which may only be amended with the approval of the holders of a majority of the outstanding shares of Common Stock), this Agreement
or any provision hereof may only be changed, amended or modified by a writing signed by each of the parties hereto; provided, however,
that no such change, amendment or modification may be made without the prior written consent of Chardan. As to any claim, cross-claim
or counterclaim in any way relating to this Agreement, each party waives the right to trial by jury. The Trustee may require from Company
counsel an opinion as to the propriety of any proposed amendment.”


 


2. All other provisions of the Trust Agreement shall
remain unaffected by the terms hereof.


 


3. This Amendment may be signed in any number of counterparts,
each of which shall be an original and all of which shall be deemed to be one and the same instrument, with the same effect as if the
signatures thereto and hereto were upon the same instrument. A facsimile signature shall be deemed to be an original signature for purposes
of this Amendment.


 


4. This Amendment shall be governed by and construed
and enforced in accordance with the laws of the State of New York, without giving effect to conflicts of law principles that would result
in the application of the substantive laws of another jurisdiction.


 


[Signature Page Follows]


 






     


     


    




 


IN WITNESS WHEREOF, the parties have duly executed this Amendment No. 5
to the Investment Management Trust Agreement as of the date first written above.


 


CONTINENTAL STOCK TRANSFER & TRUST COMPANY, AS
TRUSTEE


 


	By:	/s/ Steve Nelson	 
	Name: 	Steve Nelson	 
	Title:	President and Chairman	 


 


TRIDENT ACQUISITIONS CORP.


 


	By:	/s/ Vadim
    Komissarov	 
	Name: 	Vadim Komissarov 	 
	Title:	Chief Executive Officer	 


Acknowledged, Consented to and Agreed to By:


CHARDAN CAPITAL MARKETS LLC





	By:	/s/ George Kaufman	 
	Name: 	George Kaufman	 
	Title:	Managing Director