Exhibit 10.1


 


AMENDMENT NO. 1 TO INVESTMENT MANAGEMENT TRUST
AGREEMENT


 


THIS AMENDMENT NO. 1 TO THE
INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment”) is made as of November 29, 2022, by and between Minority Equality
Opportunities Acquisition Inc., 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 the Original Agreement (as defined below).


 


WHEREAS, on August 30, 2021,
the Company consummated its initial public offering of units of the Company (the “Units”), each of which is composed of one
share of Class A common stock of the Company, par value $0.0001 per share (the “Class A Common Stock”), and of one redeemable
warrant, each whole warrant entitling the holder thereof to purchase one share of Class A common stock of the Company (such initial public
offering hereinafter referred to as the “Offering”);


 


WHEREAS, $128,397,500 of the
gross proceeds of the Offering and sale of the private placement warrants were delivered to the Trustee to be deposited and held in the
segregated Trust Account located in the United States for the benefit of the Company and the holders of Common Stock included in the Units
issued in the Offering pursuant to the investment management trust agreement made effective as of August 25, 2021, by and between the
Company and the Trustee (the “Original Agreement”);


 


WHEREAS, the Company has sought
the approval of the holders of its Common Stock and holders of its Class B Common Stock, par value $0.0001 per share (the “Class
B Common Stock”), at a special meeting to extend the date before which the Company must complete a business combination from November
30, 2022 to May 30, 2023 (or such earlier date after November 30, 2022 as determined by the Company’s board of directors) (the “Extension
Amendment”) and thus extend the date on which the Trustee must liquidate the Trust Account if the Company has not completed its
initial business combination from November 30, 2022 to May 30, 2023 (or such earlier date after November 30, 2022 as determined by the
Company’s board of directors);


 


WHEREAS, holders of at least
65% of the then issued and outstanding shares of Common Stock voting together as a single class approved the Extension Amendment; and


  



     


    


    

 


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 Original Agreement is hereby amended and restated in its entirety as follows:


 


“(i) Commence liquidation of the
Trust Account only after and promptly following (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 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, if any (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) upon the date which
is the later of (1) May 30, 2023 (or such earlier date after November 30, 2022 as determined by the Board) and (2) such later date as
may be approved by the Company’s shareholders 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 income taxes, if
any (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. It is acknowledged and agreed that there should be no reduction in the principal amount per share
initially deposited in the Trust Account;”.


 


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 Original 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.


 


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Signature page follows]


 






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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 Wolf
	 	Name: 	Francis Wolf
	 	Title:	Vice President
	 	 
	 	Minority Equality Opportunities Acquisition Inc.
	 	 
	 	By:	 /s/ Shawn D. Rochester
	 	Name:	Shawn D. Rochester
	 	Title:	President & CEO



 


 


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