Exhibit 10.1


 


AMENDMENT TO THE INVESTMENT MANAGEMENT TRUST
AGREEMENT


 


THIS AMENDMENT TO INVESTMENT MANAGEMENT TRUST AGREEMENT (this
 “Amendment Agreement”), dated as of December 19, 2022, is made by and between Oyster Enterprises 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 19, 2021 (the “Trust Agreement”);


 


WHEREAS, following the closing of the Company’s initial
public offering (the “Offering”) on January 22, 2021, a total of $200,000,000 ($10.00 per share) of the net proceeds
from the Offering and a portion of the net proceeds from the sale of the private placement warrants was placed in a trust account (the
 “Trust Account”);


 


WHEREAS, on January 28, 2021, an additional $30,000,000
($10.00 per share) of the net proceeds from the consummation of the underwriters’ overallotment option pursuant to the Offering
and a portion of the net proceeds from the sale of additional private placement warrants was deposited 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 money 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 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;


 


WHEREAS, Section 6(d) of the Trust Agreement provides
that Sections 1(i), 1(j) and 1(k) of the Trust Agreement may only be modified, amended or deleted with the affirmative vote
of 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 (the “Class B Common Stock”), of the Company, voting together
as a single class;


 


WHEREAS, pursuant to a special meeting of the stockholders of
the Company held on the date hereof, 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 any of its Chief Executive Officer, Chief Financial Officer, Chief Legal Officer, Chief Operating Officer
or Secretary or other authorized person 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 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 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;”


 


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. 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 19, 2021.


 


5. 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.


 


6. 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.


 


7. Other Miscellaneous Terms. The provisions of Sections 6(f),
6(g) and 6(h) of the Trust Agreement shall apply mutatis mutandis to this Amendment Agreement, as if set forth in full
herein.


 


[Signature Pages Follow]


 






     


     


    

 


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	 
	 	 
	
    OYSTER ENTERPRISES ACQUISITION CORP.
	 
	 	 
	 	 
	By:	
    /s/ Heath B. Freeman
	 
	Name:	Heath B. Freeman 	 
	Title:	Chief Executive Officer	 


 


[Signature
Page to Amendment to Investment Management Trust Agreement]