Exhibit 10.1


 


AMENDMENT TO THE 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 Clarim Acquisition 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 January 28, 2021 (the “Trust Agreement”);


 


WHEREAS, following the closing of
the Offering and as of February 2, 2021, a total of $287,500,000 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
to pay dissolution expenses) only after and promptly after (x) receipt of, and only in accordance with, the terms of a 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) 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 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 to the Trust Agreement 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
to pay dissolution expenses) shall be distributed to the Public Stockholders of record as of such date;


 


WHEREAS, Section 6(d) of the Trust
Agreement provides that Section 1(i) of the Trust Agreement may only be modified, amended or deleted with the affirmative vote of sixty
five percent (65%) or more of the then outstanding Class A common stock, par value $0.0001 per share (the “Class A Common Stock”)
and Class B common, par value $0.0001 per share, of the Company (the “Class B Common Stock”) voting together as a single
class; and


 


WHEREAS, pursuant
to a special meeting of the stockholders of the Company held on the date hereof, sixty five percent (65%) of the then issued and outstanding
Class A Common Stock and Class B Common Stock, 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 passed a special resolution to amend 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, 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 to pay dissolution expenses), only as directed in the Termination Letter and the other documents referred to
therein, or (y) the Deadline Date (as such term is defined in the Company’s amended and restated certificate of incorporation,
as amended), 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 to pay dissolution expenses) shall be distributed to the Public Stockholders of
record as of such date;”


 


3. Amendment
to Exhibit B. Effective as of the execution hereof, Exhibit B of the Trust Agreement is hereby amended and restated in its entirety
with Exhibit B attached hereto.


 


4. 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.


 


5.
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” and terms of similar import shall in all instances continue to refer to
January 28, 2021.


 


(b) All
references to the “Certificate of Incorporation” in the Trust Agreement (as amended by this Amendment Agreement) and
terms of similar import shall mean the Company’s amended and restated certificate of incorporation.


 


6. 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.


 


7. 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.


 


8. 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]


 






    2


     


    

 


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
	 	 
	 	CLARIM ACQUISITION CORP.
	 	 
	 	By:	/s/ James F. McCann
	 	Name:	James F. McCann
	 	Title:	Chief Executive Officer


 


[Signature Page to the Amendment
to Investment Management Trust Agreement]


 




    3


     


    

 


EXHIBIT B


 


[Letterhead of Company]


 


[Insert
date]


 


Continental Stock Transfer & Trust Company 

1 State Street
Plaza, 30th Floor


New York, New York 10004


Attn: Francis Wolf and Celeste Gonzalez


 


		Re:	Trust Account — Termination Letter



 


Dear Mr. Wolf and Ms. Gonzalez:


 


Pursuant to Section 1(i) of the
Investment Management Trust Agreement between Clarim Acquisition Corp. (the “Company”) and Continental Stock
Transfer & Trust Company (the “Trustee”), dated as of January 28, 2021 (as amended, restated, supplemented
or modified from time to time, the “Trust Agreement”), this is to advise you that the Company has been unable
to effect a business combination with a Target Business within the time frame specified in the Company’s Amended and Restated Certificate
of Incorporation, as described in the Company’s Prospectus relating to the Offering. 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 [●]
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(i) of the Trust Agreement.


 


	 	Very truly yours,
	 	 
	 	CLARIM ACQUISITION
    CORP.
	 	 
	 	 	         
	 	Name: 	James F. McCann
	 	Title:	Chief Executive Officer


 


cc: Jefferies LLC