Exhibit 10.1

      

       

      AMENDMENT TO INVESTMENT MANAGEMENT TRUST AGREEMENT

    

    

      THIS AMENDMENT TO INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment Agreement”), dated as of November 29, 2022, is made by and between Sandbridge X2 Corp, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”), and amends that certain Investment Management Trust Agreement, effective as of March 9, 2021 (the “Trust
          Agreement”), by and between the Company and the Trustee. Capitalized terms used but not defined in this Amendment Agreement have the meanings assigned to such terms in the Trust Agreement.

       

      WHEREAS, following the closing of the Company’s initial public offering of 23,817,701 units, including the simultaneous partial
        exercise of the underwriters’ over-allotment option (the “Offering”) and concurrent sales of 4,509,027 private placement warrants to
        Sandbridge X2 Holdings LLC (the “Private Placement Warrants”), as of March 12, 2021, a total of $238,177,010.00 of the net proceeds from
        the Offering and the sale of the Private Placement Warrants 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 not previously released to the Company to pay its franchise and income taxes (less up to $100,000 of interest that may be released to the Company to pay dissolution expenses) (x) upon receipt of, and only in
        accordance with, the terms of a Termination Letter in a form substantially similar to that attached to the Trust Agreement as Exhibit A or Exhibit B, as applicable, or (y) upon 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 of the Trust Agreement provides that the Trust Agreement may only be amended by a writing signed by each of the
        Company and the Trustee with the Consent of the Stockholders; and

       

      WHEREAS, at a meeting of the stockholders of the Company held on November 29, 2022 (the “Meeting”), at least sixty five percent (65%) of the voting power of all then outstanding shares of the Common Stock and the Company’s Class B common stock have voted to approve
        this Amendment Agreement;

       

      WHEREAS, at the Meeting, the stockholders of the Company also voted to approve the second amendment and restatement of the Company’s
        certificate of incorporation (the certificate of incorporation, as so amended and restated, the “Restated Certificate”); 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. 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 the earlier to occur of (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 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 franchise
          and income 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, and (y) the Termination Date (as such term
          is defined in the Company’s second 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 franchise and income 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;”

       

        

    

    
      
        


    

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

    

    

    EXHIBIT B

    [Letterhead of Company]

    [Insert date]

     

    

    Continental Stock Transfer & Trust Company

    1 State Street, 30th Floor

    New York, New York 10004

    Attn: Francis Wolf and Celeste Gonzalez

     

    

    Re: Trust Account - Termination Letter

     

    

    Mr. Wolf and Ms. Gonzalez:

     

    

    Pursuant to Section 1(i) of the Investment Management Trust Agreement between Sandbridge X2 Corp (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”),


      dated as of March 9, 2021 (as amended, the “Trust Agreement”), this is to advise you that the Company did not effect a business combination
      with a target business (the “Business Combination”) within the time frame specified in the Company’s second amended and restated certificate
      of incorporation. 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 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 [_________,
        20__] 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 Company’s second amended and restated certificate of incorporation. Upon the distribution of all the funds, net
        of interest previously released to the Company to pay its franchise and income taxes and $100,000 distributed to the Company to pay dissolution expenses, your
        obligations under the Trust Agreement shall be terminated, except to the extent otherwise provided in Section 1(i) of the Trust Agreement.

     

    

    	

          	

          	
            Very truly yours,

          
	

          	

          	

          
	

          	

          	
            Sandbridge X2 Corp

          
	

          	

          	

          
	

          	

          	
            By:

          	

          
	

          	

          	
            Name:

          	

          
	

          	

          	
            Title:

          	

          
	
            cc:

          	
            Citigroup Global Markets Inc.

          	

          
	

          	
            Deutsche Bank Securities Inc.

          	

          


    

    

    
      
        


    

    
      2. 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.

    

    
      

      

      3. 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 9, 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 Restated Certificate.

    

    
      

      

      4. Governing Law; 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.

       

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

       

      6. Other Miscellaneous Terms. The provisions of Sections 6(f), 6(h) 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]

       

    

    
      
        


      

    

    
      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

          


    
      

      

    

    
      
        
          [Signature Page to Amendment to Investment Management Trust Agreement]

        

      

      
        


      

    

    
      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.

    

    
       

      

    

    	

          	
            SANDBRIDGE X2 CORP.

          
	

          	

          	

          
	

          	
            By:

          	
             /s/ Richard Henry

          
	

          	
            Name: Richard Henry

          
	

          	
            Title: Chief Financial Officer

          


     

    

     

    

    
      
        
          
            [Signature Page to Amendment to Investment Management Trust Agreement]