Exhibit 10.1


 


AMENDMENT NO. 2 TO INVESTMENT MANAGEMENT

TRUST AGREEMENT


 


THIS AMENDMENT NO. 2 TO THE INVESTMENT MANAGEMENT
TRUST AGREEMENT (this "Amendment") is made as of November 3, 2022, by and between HPX Corp., a Cayman Islands exempted company
(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 20, 2020, the Company consummated
an initial public offering (the "Offering") of units of the Company, each of which is composed of one of the Company's Class
A ordinary shares, par value $0.0001 per share ("Ordinary Shares"), and one-half of one warrant, each whole warrant entitling
the holder thereof to purchase one Ordinary Share;


 


WHEREAS, $253,000,000 of the gross proceeds of
the Offering (including $8,855,000, of underwriters' deferred discount) 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 Ordinary Shares included in the Units issued in the Offering pursuant to the investment
management trust agreement made effective as of July 15, 2020, by and between the Company and the Trustee (the "Original Agreement");


 


WHEREAS, on July 14, 2022, the Company obtained
the approval of the holders of its Ordinary Shares and holders of its Class B ordinary shares, par value $0.0001 per share (the "Class
B Ordinary Shares"), at an extraordinary general meeting to (i) extend the date before which the Company must complete a business
combination from July 20, 2022 to November 20, 2022 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 July 20, 2022 to November 20, 2022, and the Original Agreement was
amended accordingly to reflect such approvals;


 


WHEREAS, the Company has sought the approval of
the holders of its Ordinary Shares and holders of its Class B Ordinary Shares, at an extraordinary general meeting to: (i) further extend
the date before which the Company must complete a business combination from November 20, 2022 to March 31, 2023 (the "Additional
Extension Amendment") and (ii) further extend the date on which the Trustee must liquidate the Trust Account if the Company has not
completed its initial business combination from November 20, 2022 to March 31, 2023 (the "Additional Trust Amendment”);


 


WHEREAS, holders of at least sixty-five percent
(65%) of the then issued and outstanding Ordinary Shares and Class B Ordinary Shares, voting together as a single class, approved the
Additional Extension Amendment and the Additional Trust Amendment; and


 


WHEREAS, the parties desire to further amend the
Original Agreement to, among other things, reflect amendments to the Original Agreement contemplated by the Additional 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 signed on behalf of the
Company by its Chief Executive Officer, President, Chief Financial Officer, Chief Operating Officer, General Counsel, Secretary or
Chairman of the board of directors (the "Board") of the Company 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 (which interest shall be
net of any taxes payable and less up to $100,000 of interest that may be released to the Company to pay dissolution expenses, it
being understood that the Trustee has no obligation to monitor or question the Company's position that an allocation has been made
for taxes payable), only as directed in the Termination Letter and the other documents referred to therein; provided that, in
the case a Termination Letter in the form of Exhibit A is received, or (y) upon March 31, 2023, 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 (which interest
shall be net of any taxes payable and less up to $100,000 of interest that may be released to the Company to pay dissolution
expenses), shall be distributed to the Public Shareholders of record as of such date; provided, however, that in the event
the Trustee receives a Termination Letter in a form substantially similar to Exhibit B hereto, or if the Trustee begins to liquidate
the Property because it has received no such Termination Letter by March 31, 2023, the Trustee shall keep the Trust Account open
until twelve (12) months following the date the Property has been distributed to the Public Shareholders;".


 


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




 


[Signature Page to Amendment
No. 2 to Investment Management Trust Agreement]





 






     


     


    

 


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


 


	 	HPX Corp.
	 	 
	 	By:	/s/ Carlos Piani
	 	 	Name: Carlos Piani
	 	 	Title: Chief Executive Officer and Chief Financial Officer


 


[Signature Page to Amendment
No. 2 to Investment Management Trust Agreement]