Exhibit 10.1


 


AMENDMENT NO. 1 TO INVESTMENT MANAGEMENT TRUST
AGREEMENT


 


June 16, 2022


 


THIS AMENDMENT NO. 1 TO THE
INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment”) is made as of June 16, 2022, by and between Ventoux CCM Acquisition
Corp., 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 23,
2020, by and between the parties hereto (the “Trust Agreement”).


 


WHEREAS, on December 30,
2020, an aggregate of $174,225,000 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, 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 Shareholders of record if the Company does
not complete its initial business combination 18 months after the closing of the IPO in the event that the Company extended the time
to complete the Business Combination by three months as set forth in the Trust Agreement;


 


WHEREAS, Section 7(c) of
the Trust Agreement provides that Section 1(i) and Section 1(j) of the Trust Agreement may only be modified, amended
or deleted with the affirmative vote of at least a majority of the outstanding shares of Common Stock sold in the IPO;


 


WHEREAS, pursuant to a special
meeting of the shareholders of the Company, a majority of the outstanding shares of Common Stock sold in the IPO voted affirmatively to
approve this Amendment;


 


WHEREAS, in connection with
the execution of this Amendment, the extension of the deadline to consummate the Company’s initial business combination is being
extended from the 18-month anniversary of the closing of the IPO to the 21-month anniversary of the IPO (i.e. from June 30,
2022 to September 30, 2022), with an option to further extended such deadline from the 21-month anniversary of the closing of
the IPO to the 24-month anniversary of the IPO; 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:


 


1.1. Amendment to Trust
Agreement. Section 1(i) and Section 1(j) 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 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, in the case of a Termination
Letter in a form substantially similar to that attached hereto as Exhibit A, 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 21-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 up to 24 months
from the closing of the IPO but has not completed the Business Combination within such 24-month period, the 24-month anniversary
of the Closing (the “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.


 






     


     


    

 


“(j) Upon
receipt of an extension letter (“Extension Letter”) substantially similar to Exhibit D hereto at least five business
days prior to the Applicable Deadline, signed on behalf of the Company by an executive officer, and receipt of the dollar amount specified
in the Extension Letter on or prior to the deadline to consummate the Company’s initial business combination, to follow the instructions
set forth in the Extension Letter. Furthermore, upon receipt of an additional extension letter (“Additional Extension Letter”)
substantially similar to Exhibit E hereto at least five business days prior to the deadline to consummate the Company’s initial
business combination, signed on behalf of the Company by an executive officer, and receipt of the dollar amount specified in the Additional
Extension Letter on or prior to the deadline to consummate the Company’s initial business combination, to follow the instructions
set forth in the Additional Extension Letter.”


 


1.2 Exhibit E to the
Trust Agreement. The form of Additional Extension Letter, attached hereto as Exhibit E, shall be appended to Trust Agreement
as Exhibit E.


 


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/ Francis E. Wolf
	 	 	Name: 	Francis E. Wolf                                         
	 	 	Title:	Vice President



 


	 	Ventoux CCM Acquisition Corp.
	 	 
	 	By:	/s/ Edward Scheetz
	 	 	Name: 	Edward Scheetz
	 	 	Title:	Chief Executive Officer


 




     

     


    

 


EXHIBIT E


 


[Letterhead of Company]


 


[Insert date]


 


Continental Stock Transfer & Trust Company

1 State Street, 30th Floor

New York, N.Y. 10004

Attn: Francis Wolf and Celeste Gonzalez


 


Re:    Trust Account — Extension
Letter


 


Dear Mr. Wolf and Ms. Gonzalez:


 


Pursuant to paragraph 1(j) of the
Investment Management Trust Agreement, as amended on June 16, 2022, (“Trust Agreement”) between Ventoux CCM Acquisition Corp.
(“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), this is to advise you that the
Company is extending the time available in order to consummate a Business Combination with the Target Businesses for an additional three
(3) months, from September 30, 2022 to December 30, 2022 (the “Additional Extension”). Capitalized words used
herein and not otherwise defined shall have the meanings ascribed to them in the Trust Agreement.


 


This Extension Letter shall serve as
the notice required with respect to Extension prior to the Applicable Deadline.


 


	 	Very truly yours,
	 	 
	 	VENTOUX CCM ACQUISITION CORP.
	 	 
	 	By:	 
	 	 	Edward Scheetz, Chief Executive Officer


 


		cc:	Chardan Capital Markets, LLC