Exhibit 10.1


 


AMENDMENT TO INVESTMENT MANAGEMENT TRUST AGREEMENT


 


THIS AMENDMENT TO INVESTMENT
MANAGEMENT TRUST AGREEMENT (this “Amendment Agreement”), dated as of December 7, 2022, is made by and between
Mission Advancement Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer &
Trust Company, a New York corporation (the “Trustee”).


 


WHEREAS, the parties hereto
are parties to that certain Investment Management Trust Agreement dated as of March 2, 2021 (the “Trust Agreement”);


 


WHEREAS, following the closing
of the Offering and as of March 5, 2021, a total of $345,000,000 of the net proceeds from the Offering was placed in the Trust Account;


 


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) (x) pursuant to the terms of that certain letter
from the Company in a form substantially similar to that attached to the Trust Agreement as Exhibit A or Exhibit B, as applicable,
or (y) after the date which is the later of (1) 24 months after the closing of the Offering 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;


 


WHEREAS, Section 6(d)
of the Trust Agreement provides that Section 1(i) of the Trust Agreement may only be changed, amended or modified with
the affirmative vote of at least sixty-five percent (65%) of the total voting power of the then-outstanding shares of Common
Stock and the Class B common stock, par value $0.0001 per share, of the Company entitled to vote thereon, voting together as a single
class;


 


WHEREAS, pursuant to a special
meeting of the stockholders of the Company held on the date hereof, at least sixty-five percent (65%) of the total voting power
of the then-outstanding shares of Common Stock and the Class B common stock, par value $0.0001 per share, of the Company entitled
to vote thereon, voting together as a single class, voted affirmatively to approve this Amendment Agreement;


 


WHEREAS, pursuant to a special
meeting of the stockholders of the Company held on the date hereof, stockholders of the Company have approved a proposal to adopt the
second amended and restated certificate of incorporation of the Company (the “Second Amended and Restated Certificate”)
to amend and restate the Company’s amended and restated certificate of incorporation; and


 


WHEREAS, each of the Company
and the Trustee desires 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.	Definitions. Capitalized terms contained in this Amendment
Agreement, but not specifically defined in this Amendment, shall have the meanings ascribed to such terms in the Trust Agreement.



 


		2.	Amendment to the Trust Agreement. Effective as of the execution
hereof, 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 Chief Executive Officer,
Chief Financial Officer, President, Executive Vice President, Vice President, Secretary or Chairman of the board of directors of the Company
(the “Board”) or other authorized officer of the Company, and, in the case of a Termination Letter in a form
substantially similar to the attached hereto as 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 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)
any 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 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”; and


 






     


     


    

 


Effective as of the execution hereof,
the body of the letter attached as Exhibit B of the Trust Agreement is hereby amended and restated in its entirety as follows:


 


“Pursuant to Section 1(i) of the
Investment Management Trust Agreement between Mission Advancement Corp. (the “Company”) and Continental Stock
Transfer & Trust Company (the “Trustee”), dated as of March 2, 2021, as amended (the “Trust Agreement”),
this is to advise you that the Company has been unable to effect a business combination with a Target Business (the “Business Combination”)
within the time frame specified in the Trust Agreement. Capitalized terms used but not defined herein shall have the meanings set forth
in the Trust Agreement.


 


In accordance with the terms of the
Trust Agreement, we hereby authorize you to liquidate all of the assets in the Trust Account and to transfer the total proceeds into a
segregated account held by you on behalf of the Beneficiaries to await distribution to the Public Stockholders. The Company has selected
[___], 2022 as the effective date for the purpose of determining when the Public Stockholders will be entitled to receive their share
of the liquidation proceeds. You agree to be the Paying Agent of record and, in your separate capacity as Paying Agent, agree to distribute
said funds directly to the Company’s Public Stockholders in accordance with the terms of the Trust Agreement and the Amended and
Restated Certificate of Incorporation of the Company. Upon the distribution of all the funds, net of any payments necessary for reasonable
unreimbursed expenses related to liquidating the Trust Account, your obligations under the Trust Agreement shall be terminated, except
to the extent otherwise provided in Section 1(j) of the Trust Agreement.”.


 


		3.	No Further Amendment. The parties hereto agree that except
as provided in this Amendment Agreement, the Trust Agreement shall continue unmodified, in full force and effect and constitute legal
and binding obligations of all parties thereto in accordance with its terms. This Amendment Agreement forms an integral and inseparable
part of the Trust Agreement.



 


		4.	References.



 


(a) All
references to the “Trust Agreement” (including “hereof,” “herein,” “hereunder,” “hereby”
and “this Agreement”) in the Trust Agreement shall refer to the Trust Agreement as amended by this Amendment Agreement. Notwithstanding
the foregoing, references to the date of the Trust Agreement (as amended hereby) and references in the Trust Agreement to “the date
hereof,” “the date of this Trust Agreement” and terms of similar import shall in all instances continue to refer to
March 2, 2021.


 


(b) All references
to the “amended and restated certificate of incorporation” in the Trust Agreement (as amended by this Amendment Agreement)
and terms of similar import shall mean the Second Amended and Restated Charter.


 


		5.	Governing Law and Jurisdiction. This Amendment Agreement 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. The parties hereto consent to the
jurisdiction and venue of any state or federal court located in the City of New York, State of New York, for purposes of resolving any
disputes hereunder. AS TO ANY CLAIM, CROSS-CLAIM OR COUNTERCLAIM IN ANY WAY RELATING TO THIS AGREEMENT, EACH PARTY WAIVES THE RIGHT TO
TRIAL BY JURY.



 


		6.	Counterparts.  This Amendment Agreement may be executed
in several original or facsimile counterparts, each of which shall constitute an original, and together shall constitute but one instrument.



 


		7.	Other Miscellaneous Terms.  The provisions of Sections
6(f) and 6(j) of the Trust Agreement shall apply mutatis mutandis to this Amendment Agreement, as if set forth in full
herein.



 


[Signature Pages Follow]


 




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IN WITNESS WHEREOF, the parties
hereto have caused this Amendment Agreement to be duly executed by their duly authorized representatives, all as of the day and year first
above written.


 


	 	CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Trustee
	 	 
	 	By:	/s/ Francis Wolf
	 	Name: 	Francis Wolf
	 	Title:	Vice President


 


	 	MISSION ADVANCEMENT CORP.
	 	 
	 	By:	/s/ Jahm Najafi 
	 	Name: 	Jahm Najafi
	 	Title:	Chief Executive Officer and Co-Chairman


 


[Signature Page to Amendment to Investment Management
Trust Agreement]


 


 


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