Exhibit 10.1


 


AMENDMENT TO INVESTMENT MANAGEMENT TRUST AGREEMENT


 


THIS AMENDMENT TO INVESTMENT
MANAGEMENT TRUST AGREEMENT (this “Amendment Agreement”), dated as of December 20, 2022, is made by and between Colicity
Inc., 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 February 23, 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 34,500,000 units (the “Offering”) and as of February 26, 2021,
a total of $345.0 million 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, 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 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 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
February 23, 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 Amended Charter.


 


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]


 




    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


 


	 	COLICITY INC.
	 	 
	 	By:	/s/ Joe Viraldo
	 	 	Name: 	Joe Viraldo
	 	 	Title:	Chief Financial Officer


 


[Amendment to Investment Management Trust Agreement
Signature Page]


 




    3


     


    


 


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 Colicity Inc. (the “Company”) and Continental Stock Transfer
& Trust Company (the “Trustee”), dated as of February 23, 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,
	 	 
	 	COLICITY INC.
	 	 	 
	 	By:	 
	 	 	Name: 	 
	 	 	Title:	 



		cc:	Goldman Sachs & Co. LLC



PJT Partners LP


 


 


4