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 Climate Real Impact Solutions II Acquisition Corporation, 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 26, 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 24,150,000 units (the “Offering”) and
as of January 29, 2021, a total of $241,500,000.00 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
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) 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,
Sections 6(c) and 6(d) of the Trust Agreement provide 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; and


 


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 to the Company’s amended and restated
certificate of incorporation (the certificate of incorporation, as so amended and restated, the “Amended Charter”);
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, Chief Financial Officer, 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 incomes 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 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
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;”


 






     


     


    

 


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 26, 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(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]


 




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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


 


	 	CLIMATE REAL IMPACT SOLUTIONS II ACQUISITION CORPORATION
	 	 
	 	By:	 /s/ John A. Cavalier
	 	 	Name: 	John A. Cavalier
	 	 	Title: 	Chief Executive Officer and 

Chief Financial Officer


 


[Signature Page to the Amendment to the Trust
Agreement]


 




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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


 


Dear Mr. Wolf and Ms. Gonzalez:


 


Pursuant to Section 1(i)
of the Investment Management Trust Agreement between Climate Real Impact Solutions II Acquisition Corporation (the “Company”)
and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of January 26, 2021 (as
amended, the “Trust Agreement”), this is to advise you that the Company has been unable to effect a business
combination with a Target Business (the “Business Combination”) within the time frame specified in the Company’s
amended and restated certificate of incorporation, as amended. 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 [_____] 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
amended and restated certificate of incorporation, as amended. 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,
	 	 	 
	 	 	Climate Real
Impact Solutions II Acquisition Corporation
	 	 	 
	 	By:	 
	 	 	Name: 
	 	 	Title: 


 


cc: Barclays Capital Inc.

BofA Securities, Inc.