Exhibit 10.1


 





AMENDMENT TO

INVESTMENT MANAGEMENT TRUST AGREEMENT


 


THIS AMENDMENT TO THE INVESTMENT
MANAGEMENT TRUST AGREEMENT (this “Amendment”) is made effective as of December 20, 2022, by and between D and
Z Media Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust
Company, a New York limited purpose trust company (the “Trustee”), and amends that certain Investment Management
Trust Agreement, effective as of January 25, 2021 (the “Trust Agreement”), by and between the parties hereto.
Capitalized terms contained in this Amendment, but not specifically defined in this Amendment, shall have the meanings ascribed to such
terms in the Trust Agreement.


 


WHEREAS, a total of $287,500,000
of the gross proceeds of the Offering and sale of the Private Placement Warrants was placed in the Trust Account;


 


WHEREAS, Section 1(i) of the
Trust Agreement provides that the Trustee is to commence 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 (less taxes payable and 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 Termination Letter in a form substantially similar to that attached to the Trust Agreement as Exhibit A or Exhibit B, as applicable,
or (y) upon the date which is the later of (i) 24 months after the closing of the Offering and (ii) such later date as may be approved
by the Company’s stockholders in accordance with the Company’s amended and restated certificate of incorporation (the “Charter”)
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 shall be distributed to the Public Stockholders of record as of such date;


 


WHEREAS, Section 6(d) of the
Trust Agreement provides that the Trust Agreement may only be changed, amended or modified if the Trustee has received a certificate (the
“Certificate”) from the inspector of elections of the stockholder meeting certifying that the Company’s
stockholders of record as of a record date established in accordance with Section 213(a) of the DGCL (or any successor rule) who hold
sixty-five percent (65%) or more of all then outstanding shares of the Common Stock and Class B common stock, par value $0.0001 per share,
of the Company voting together as a single class, have voted in favor of such change, amendment or modification (the “Consent
of the Stockholders”);


 


WHEREAS, at a special meeting
of stockholders held on or prior to the date hereof (the “Special Meeting”), the Company obtained the Consent
of the Stockholders to approve this Amendment and has subsequently caused the Certificate to be delivered to the Trustee;


 


WHEREAS, at the Special Meeting,
the stockholders of the Company also voted to approve an amendment to the Charter in accordance with the terms of the Charter (as amended
and as may be further amended from time to time, the “Amended Charter”); and


 


WHEREAS, each of the Company
and 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. Amendments
to the Trust Agreement.


 


(a) 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, Executive Vice President, Vice President,
Secretary or Chairperson of the board of directors of the Company (the “Board”) or other authorized officer
of the Company, and, in the case of 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 (less taxes payable and 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 Termination Date (as 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 (less taxes payable and up to $100,000 of interest to pay dissolution expenses), shall be distributed to the Public
Stockholders of record as of such date;”


 


(b) Exhibit
B of the Trust Agreement is hereby amended and restated in its entirety as set forth in Exhibit B to this Amendment.


 


2. 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. Notwithstanding
the foregoing, references to the effective date of the Trust Agreement (as amended hereby) and terms of similar import shall in all instances
continue to refer to January 25, 2021.


 


(b) All
references to the “amended and restated certificate of incorporation” in the Trust Agreement and terms of similar import shall
mean the Amended Charter.


 


3. Miscellaneous
Provisions.


 


3.1. Successors.
All the covenants and provisions of this Amendment by or for the benefit of the Company or the Trustee shall bind and inure to the benefit
of their permitted respective successors and assigns.


 


3.2. Severability.
This Amendment shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the
validity or enforceability of this Amendment or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable
term or provision, the parties hereto intend that there shall be added as a part of this Amendment a provision as similar in terms to
such invalid or unenforceable provision as may be possible and be valid and enforceable.


 


3.3. Applicable
Law. This Amendment shall be governed by and construed and enforced in accordance with the laws of the State of New York.


 


3.4. Counterparts.
This Amendment may be executed in several original or facsimile counterparts, each of which shall constitute an original, and together
shall constitute but one instrument.


 


3.5. Effect
of Headings. The section headings herein are for convenience only and are not part of this Amendment and shall not affect the interpretation
thereof.


 


3.6 Entire
Agreement. The Trust Agreement, as modified by this Amendment, constitutes the entire understanding of the parties and supersedes
all prior agreements, understandings, arrangements, promises and commitments, whether written or oral, express or implied, relating to
the subject matter hereof, and all such prior agreements, understandings, arrangements, promises and commitments are hereby canceled and
terminated.


 


[Signature Page Follows]


 









     


     

    

 


IN WITNESS WHEREOF,
the parties have duly executed this Amendment as of the date first set forth above.


 





	 	CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Trustee
	 	 
	 	By:	 /s/ Francis Wolf
	 	Name: 	 Francis Wolf
	 	Title:	 Vice President
	 	 
	 	D AND Z MEDIA ACQUISITION CORP.
	 	 
	 	By:	 /s/ Betty Liu
	 	Name:	 Betty Liu
	 	Title:	 President and Chief Executive Officer


 


[Signature
Page to Amendment to Investment Management Trust Agreement]


 






     


     


    

 








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 & 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 D and Z Media Acquisition Corp. (the “Company”) and Continental
Stock Transfer & Trust Company (the “Trustee”), dated as of January 25, 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 and as may be further amended from time to time, the “Charter”). 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
Charter. 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,


 


	 	D and Z Media Acquisition Corp.
	 	 
	 	By:	        
	 	Name:	 
	 	Title:	 
	cc: Goldman Sachs & Co. LLC