Exhibit 10.1


 


AMENDMENT TO THE INVESTMENT MANAGEMENT TRUST
AGREEMENT


 


December 9, 2022


 


THIS AMENDMENT TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment”)
is made as of December 9, 2022, by and between VectoIQ Acquisition Corp. II, 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 January 6, 2021, by and between the parties hereto (the “Trust Agreement”).


 


WHEREAS, a total of $345,000,000 was placed in the Trust Account from
the Offering and sale of private placement units;


 


WHEREAS, Section 1(i) of the Trust Agreement provides that the Trustee
shall commence liquidation of the Trust Account only after and promptly after (x) receipt of, and only in accordance with the terms of,
a Termination Letter; or (y) upon the date which is, the later of (1) 24 months after the closing of the Offering (or 27 months after
the closing of the Offering if the Company has executed a letter of intent, agreement in principle or definitive agreement for an initial
Business Combination within 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 Charter if a Termination Letter has not been received by the Trustee prior to such date;


 


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 special meeting
of the stockholders of the Company held on or about the date hereof (the “Meeting”), at least sixty five percent (65%)
of all then outstanding shares of the Common Stock and the Company’s Class B common stock have voted to approve this Amendment;


 


WHEREAS, at the Meeting, the stockholders of the Company also voted
to approve an amendment of 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.             Amendment
to Trust Agreement.


 


Section 1(i) of the Trust Agreement is hereby amended
and restated in its entirety as follows:


 


“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 the Chief Executive Officer, Chief Financial Officer, President, Treasurer 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 Representatives, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account, including
interest not previously released to fund the Company’s working capital requirements (subject to a limit of $250,000 per year) and/or
to pay the Company’s taxes (which interest shall be net of taxes payable and 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 9, 2022 if a Termination Letter has not been received by the Trustee prior to such time and 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 fund the Company’s working capital requirements (subject to
a limit of $250,000 per year) and/or to pay the Company’s taxes (which interest shall be net of taxes payable and 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”.


 






     


     


    

 


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.


 


[Signature Page to Follow]


 






     


     


    

 


IN WITNESS WHEREOF, the parties have duly
executed this Amendment as of the date first set forth above.


 


	 	VECTOIQ ACQUISITION CORP. II
	 	 	 
	 	By:	/s/ Stephen Girsky
	 	Name:	Stephen Girsky
	 	Title:	Chief Executive Officer
	 	 
	 	CONTINENTAL STOCK TRANSFER & TRUST COMPANY, AS TRUSTEE
	 	 	 
	 	By:	/s/ Francis Wolf
	 	Name:	Francis Wolf
	 	Title:	Vice President