Exhibit 10.1


 


AMENDMENT TO INVESTMENT MANAGEMENT TRUST AGREEMENT


 


THIS AMENDMENT TO INVESTMENT MANAGEMENT TRUST AGREEMENT
(this “Amendment Agreement”), dated as of December 29, 2022, is made by and between MDH 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
February 1, 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 27,600,000 units (the “Offering”) and as of February 4, 2021, a total of
$276,000,000.00 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(c) 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; 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 of the Company’s second amended and restated certificate of
incorporation (the certificate of incorporation, as so amended, the “Amendment to 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;”


 






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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 1, 2021.


 


(b)            All
references to the “amended 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
	 	 	 	 
	 	MDH ACQUISITION CORP.
	 	 	 	 
	 	By:	/s/ Beau Blair
	 	 	Name: 	Beau Blair
	 	 	Title: 	Chief Executive Officer


 






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