Exhibit
10.2


 


AMENDMENT
TO THE


 


INVESTMENT
MANAGEMENT TRUST AGREEMENT


 


This
Amendment No. 1 (this “Amendment”), dated as of November 9, 2022, to the Investment Management Trust Agreement (as defined
below) is made by and between Nova Vision Acquisition Corp. (the “Company”) and American Stock Transfer & Trust Company,
LLC, 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 August 5, 2021 (as amended, 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 an Annual Meeting of shareholders of the Company held on November 9, 2022, the Company shareholders approved (i) a proposal to amend
(the “Charter Amendment”) the Company’s amended and restated memorandum and articles of association to provide that
the date by which the Company shall be required to effect a Business Combination to be extended for nine (9) times for an additional
one (1) month each time from November 10, 2022 to August 10, 2023 and (ii) a proposal to extend the date on which to commence liquidating
the Trust Account in the event the Company has not consummated a business combination; and


 


WHEREAS,
on the date hereof, the Company is filing the Charter Amendment with the Registrar of Corporate Affairs in the British Virgin Islands.


 


NOW
THEREFORE, IT IS AGREED:


 


The
Trust Agreement is hereby amended as follows:


 


1.
Preamble. The third WHEREAS clause in the preamble of the Trust Agreement is hereby amended and restated to read as follows:


 


“WHEREAS,
if a Business Combination is not consummated by November 10, 2022, 15 months following the closing of the IPO, the Company’s insiders
may extend such period by nine (9) one-month periods, up to a maximum of 24 months in the aggregate following the closing of the IPO,
by depositing $0.0416 per share issued at the IPO that have not been redeemed into the Trust Account (as defined below) no later than
November 10, 2022 (the 15-month anniversary of the IPO, and each succeeding one-month anniversary through and up to August 10, 2023);
and


 


2.
Section 1(i). Section 1(i) of the Trust Agreement is hereby amended and restated to read in full 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 or Chairman of the Board and Secretary or Assistant Secretary 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 EF Hutton, 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 the 15-month anniversary of the closing of the IPO or, in the event that the Company extended the
time to complete the Business Combination for up to 24-months from the closing of the IPO but has not completed the Business Combination
within the applicable monthly anniversary of the Closing, (“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 Shareholders as of
the Last Date.


 




    	 



     


    

 


3.
Exhibit D. Exhibit D of the Trust Agreement is hereby amended and restated in its entirety as follows:


 


[Letterhead
of Company]


 


[Insert
date]


 


American
Stock Transfer & Trust Company, LLC


6201
15th Avenue


Brooklyn,
NY 11219


Attn:
Relationship Management


 


	 	Re:	Trust
    Account — Extension Letter


 


Gentlemen:


 


Pursuant
to paragraph 1(i) of the Investment Management Trust Agreement between Nova Vision Acquisition Corp. (“Company”) and American
Stock Transfer & Trust Company, LLC (“Trustee”), dated as of August 5, 2021, as amended, (“Trust Agreement”),
this is to advise you that the Company is extending the time available in order to consummate a Business Combination with the Target
Businesses for an additional one (1) month, from ______________ to ______________ (the “Extension”). Capitalized words used
herein and not otherwise defined shall have the meanings ascribed to them in the Trust Agreement.


 


This
Extension Letter shall serve as the notice required with respect to Extension prior to the Applicable Deadline.


 


In
accordance with the terms of the Trust Agreement, we hereby authorize you to deposit $_______ or $0.0416 per public share, which will
be wired to you, into the Trust Account investments upon receipt.


 


This
is the ____ of up to ninth Extension Letters.


 


	 	 	Very truly yours,
	 	 	 
	 	 	Nova Vision Acquisition Corp.
	 	 	 
	 	By:	 
	 	 	 
	 	 	[●],



 


	cc:	EF Hutton, division of Benchmark Investments, LLC


 


	 	3.	All other provisions
    of the Trust Agreement shall remain unaffected by the terms hereof.
	 	 	 
	 	4.	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.
	 	 	 
	 	5.	This Amendment is intended
    to be in full compliance with the requirements for an Amendment to the Trust Agreement as required by Section 7(c) of the Trust Agreement,
    and every defect in fulfilling such requirements for an effective amendment to the Trust Agreement is hereby ratified, intentionally
    waived and relinquished by all parties hereto.
	 	 	 
	 	6.	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]


 




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IN
WITNESS WHEREOF, the parties have duly executed this Amendment to the Investment Management Trust Agreement as of the date first written
above.


 


	AMERICAN STOCK TRANSFER & TRUST COMPANY,
    LLC, AS TRUSTEE	 
	 	 
	By:	/s/
    Barbara Jrobbins	 
	Name:	Barbara
    Jrobbins	 
	Title:	SR. Vice President	 
	 	 	 
	NOVA VISION ACQUISITION CORP.	 
	 	 
	By:	/s/
Eric Ping Hang Wong	 
	Name:	Eric
    Ping Hang Wong	 
	Title:	Chief Executive Officer	 


 




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