Exhibit 10.1


 


AMENDMENT TO INVESTMENT MANAGEMENT
TRUST AGREEMENT


 


THIS AMENDMENT TO INVESTMENT MANAGEMENT TRUST AGREEMENT
(this “Amendment Agreement”), dated as of December 8, 2022, is made by and between Z-Work Acquisition Corp., a Delaware
corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”),
and amends that certain Investment Management Trust Company, effective as of January 28, 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 23,000,000 units (the “Offering”) and as of February 2, 2021, a total of $230,000,000.00
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) 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) the date
which is 24 months after the closing of the Offering, 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, 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 not be modified, amended or deleted without the affirmative vote of sixty-five percent (65%)
of the then outstanding shares of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”)
and Class B Common Stock, par value $0.0001 per share (the “Class B Common Stock”), of the Company, voting together
as a single class;


 


WHEREAS, at a meeting of the stockholders of the
Company held on or about the date hereof (the “Special 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 Special Meeting, the stockholders
of the Company also voted to approve the amendment and restatement of the Company’s amended and restated certificate of incorporation
(the certificate of incorporation, as so amended and restated, the “Second Amended and 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 (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, President, Chief Financial Officer, 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 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) the Amended 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 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;


 






     


     


    

 


2. 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.


 


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 January 28, 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 Certificate.


 


5. 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.


 


6. 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


 


7. Other Miscellaneous Terms. The provisions
of Sections 6(i), 6(j) and 6(k) 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


 


	 	z-work acquisition Corp.
	 	 
	 	By:	/s/
Doug Atkin
	 	 	Name:	Doug Atkin
	 	 	Title:	Executive Co-Chairman


 


 


 


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