Exhibit 10.1


 





AMENDMENT TO



INVESTMENT MANAGEMENT
TRUST AGREEMENT


 


THIS AMENDMENT TO THE INVESTMENT MANAGEMENT
TRUST AGREEMENT (this “Amendment”) is made as of September 29, 2022, by and between Monterey Bio Acquisition Corporation,
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 that certain Investment Management Trust Agreement, dated September 30, 2021, by and between the parties hereto (the “Trust
Agreement”).


 


WHEREAS, a total of $116,150,000 was
placed in the Trust Account from the IPO and sale of private warrants;


 


WHEREAS, Section 1(i) of the Trust Agreement
provides that the Trustee is to liquidate the Trust Account and distribute the Property in the Trust Account after (x) receipt of, and
only in accordance with, a Termination Letter; or (y) upon the date which is the later of (i) 12 months (or up to 21 months, as applicable)
after the closing of the IPO and (ii) such later date as may be approved by the Company’s stockholders 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;


 


WHEREAS, Section 7(c) of the Trust Agreement
provides that Section 1(i) of the Trust Agreement may only be amended with the approval of the holders of a majority of all of the outstanding
shares of Common Stock (the “Consent of the Stockholders”);


 


WHEREAS, the Company obtained the Consent
of the Stockholders to approve this Amendment; and


 


WHEREAS, each of the Company and Trustee
desire to amend the Trust Agreement as provided herein.


 


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.	Amendments to Trust Agreement.


 


	 	(a)	The fourth recital to the Trust Agreement is hereby amended and restated
    as follows:


 


WHEREAS, on September 29,
2022, the Company’s stockholders approved an extension of the deadline to consummate an initial Business Combination from October
5, 2022 to January 5, 2023. In the event that the Company has not consummated an initial Business Combination by January 5, 2023, the
Company may, by resolution of the Board if requested by the Company’s insiders or their affiliates, extend the period of time to
consummate a Business Combination up to six (6) times by an additional month each time (or up to July 5, 2023); provided that, pursuant
to the Company’s Amended and Restated Certificate of Incorporation, as amended, the only way to extend the time available for the
Company to consummate its initial Business Combination is for the Company’s insiders or their affiliates or designees, upon five
days’ advance notice prior to each applicable deadline, to deposit into the Trust Account $120,000 (or an aggregate of $720,000
if the time to consummate a Business Combination is extended to July 5, 2023), on or prior to the date of the applicable deadline; and


 


(b) Section 1(i) of the Trust
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, as applicable, signed on behalf of the Company by its President, Chief
Executive Officer, Chief Financial Officer, Chairman of the Board, Secretary 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 not previously released to
the Company to pay its 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) January 5, 2023 (or
up to July 5, 2023, as applicable) and (2) such later date as may be approved by the Company’s stockholders 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 not previously released to the
Company to pay its taxes, if any (less up to $100,000 of interest to pay dissolution expenses) shall be distributed to the Public
Stockholders of record as of such date;


 






     


     


    

 


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
Trust 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
to Follow]


 






     


     


    

 


IN WITNESS WHEREOF,
the parties have duly executed this Amendment as of the date first set forth above.


 


	 	MONTEREY BIO ACQUISITION CORPORATION
	 	 	 
	 	By:	/s/ Sanjeev Satyal
	 	Name:	Sanjeev Satyal
	 	Title:	Chief Executive Officer
	 	 
	 	CONTINENTAL STOCK TRANSFER & TRUST COMPANY, AS TRUSTEE
	 	 	 
	 	By:	/s/ Francis Wolf
	 	Name:	Francis Wolf
	 	Title:	Vice President