Exhibit 10.1


 


AMENDMENT
NO. 1 TO

INVESTMENT MANAGEMENT TRUST AGREEMENT


 


June 10, 2022


 


THIS AMENDMENT NO. 1 TO THE INVESTMENT MANAGEMENT
TRUST AGREEMENT (this “Amendment”) is made as of June 10, 2022, by and between KINS Technology Group Inc., a Delaware
corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company
(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 December 14, 2020, by and between
the parties hereto (the “Trust Agreement”).


 


WHEREAS, on December 14, 2020, an aggregate
of $278,760,000 was placed in the Trust Account from the Offering and sale of Private Placement 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, including interest earned
on the funds held in the Trust Account and not previously released to the Company to pay its taxes (less up to $100,000 of interest that
may be released to the Company to pay dissolution expenses) to the Public Stockholders of record
upon the date which is 18 months after the closing of the Offering;


 


WHEREAS, Section 6(c) of the Trust Agreement
provides that Section 1(i) of the Trust Agreement may only be modified, amended or deleted with the affirmative vote of at least
sixty five percent (65%) of the then outstanding shares of Common Stock and Class B common stock, par value $0.0001 per share, of
the Company voting together as a single class and by a writing signed by each of the parties hereto;


 


WHEREAS, pursuant to a special meeting of the
Public Stockholders of the Company, at least sixty five percent (65%) of the then outstanding shares of Common Stock and Class B
common stock, par value $0.0001 per share, of the Company voting together as a single class voted affirmatively 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. Amendment to Trust Agreement.   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 signed on behalf of
the Company by its Executive Chairman, Chief Executive Officer, President, Chief Financial Officer, Secretary or Chairman (or, if applicable,
any Co-Chairman) of the board of directors (the “Board”) 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 earned on the funds held in the Trust Account
and not previously released to the Company to pay its taxes (less up to $100,000 of interest that may be released to the Company to pay
dissolution expenses), only as directed in the Termination Letter and the other documents referred to therein, or (y) December 16,
2022, 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 taxes (less up
to $100,000 of interest that may be released to the Company to pay dissolution expenses), shall be distributed to the Public Stockholders
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 December 16,
2022, the Trustee shall keep the Trust Account open until twelve (12) months following the date the Property has been distributed to the
Public Stockholders;


 






    


     


    

 


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.


 


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/ Mark Zimkind
	 	 	Name: Mark Zimkind
	 	 	Title: Senior Vice President & Director
	 	 	 
		 	 
	 	KINS Technology Group Inc.
	 	 	 
	 	By:	/s/ Khurram Sheikh
	 	 	Name: Khurram Sheikh
	 	 	Title: Chairman, Chief Executive Officer and Chief Financial Officer