Exhibit 10.1


 





AMENDMENT

TO THE

INVESTMENT MANAGEMENT TRUST AGREEMENT


 


This Amendment No. 2 (this “Amendment”), dated as
of May 29, 2020, 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 (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 a special meeting of stockholders of the Company
held on May 28, 2020, the Company’s stockholders approved (i) a proposal to amend (the “Charter Amendment”) the
Company’s amended and restated certificate of incorporation, as amended, to provide that the date by which the Company shall
be required to effect a Business Combination to be extended for an additional three months, 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 Secretary of State of the State of Delaware.


 


NOW THEREFORE, IT IS AGREED:


 


1. 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 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 24-month anniversary of the closing of the IPO (“Closing”) or, in the event that the Company extended the time
to complete the Business Combination for an additional 3-month period by depositing $0.15 for each public share of common stock
that has not redeemed into the trust account, for up to 27-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.”


 


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 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.


 


5. 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 2nd
Amendment to the Investment Management Trust Agreement as of the date first written above.


 


CONTINENTAL STOCK TRANSFER & TRUST COMPANY, AS TRUSTEE


 


	By:	/s/ Francis Wolf	 
	Name:  	Francis Wolf	 
	Title:	Vice President	 





 


TRIDENT ACQUISITIONS CORP.


  


	By:	/s/ Vadim Komissarov	 
	Name:  	Vadim Komissarov	 
	Title:	President