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 October 24, 2022, by and between Data Knights Acquisition Corp., 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 May 11, 2021, the Company consummated
its initial public offering of units of the Company (the “Units”), each of which is composed of one share of Class A
common stock of the Company, par value $0.0001 per share (the “Class A Common Stock”), and of one redeemable warrant,
each whole warrant entitling the holder thereof to purchase one share of Class A Common Stock of the Company (such initial public
offering hereinafter referred to as the “Offering”);


 


WHEREAS, $117,300,000 of the gross proceeds of
the Offering and sale of the private placement warrants 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 shares of Class A Common Stock included in
the Units issued in the Offering pursuant to the investment management trust agreement made effective as of November 18, 2020, 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 (the “Class B
Common Stock”), at a Special Meeting to: (i) extend the date before which the Company must complete a business combination
from November 11, 2022 to August 11, 2023 (or such earlier date after November 11, 2022 as determined by the Company’s
board of directors) (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 November 11, 2022 to August 11, 2023 (or such
earlier date after November 11, 2022 as determined by the Company’s board of directors) (the “Trust Amendment”);


 


WHEREAS, holders of 65% of the then issued and
outstanding shares of Class A Common Stock and Class B 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 following (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 in the case of Exhibit A, acknowledged and agreed to by the Representative, 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 income taxes, if any (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) August 11,
2023 (or such earlier date after November 11, 2022 as determined by the Company’s board of directors) and (2) such later
date as may be approved by the Company’s shareholders 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, if any (less up to $100,000 of interest to pay dissolution expenses), shall be distributed to the Public Shareholders 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.


 






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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
	 	 
	 	 
	 	Data Knights Acquisition Corp.
	 	 
	 	 
	 	By:	/s/ Barry Anderson
	 	Name:	Barry Anderson
	 	Title:	Chief Executive Officer


 


[Signature Page to Amendment
to Investment Management Trust Agreement]