Exhibit 10.1


 


AMENDMENT TO 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 KL 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 7, 2021 (the “Trust Agreement”);


 


WHEREAS, following the closing of the Offering and
as of January 12, 2021, a total of $287,500,000 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) pursuant to the terms of that certain 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) after 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;


 


WHEREAS,
Section 6(c) of the Trust Agreement provides that Section 1(i) of the Trust Agreement may only be changed, amended or modified
with the affirmative vote of at least sixty-five percent (65%) of the total voting power of the then-outstanding shares of Common
Stock and the Class B common stock, par value $0.0001 per share, of the Company entitled to vote thereon, voting together as a single
class;


 


WHEREAS, pursuant to a special meeting of the stockholders
of the Company held on the date hereof, at least sixty-five percent (65%) of the total voting power of the then-outstanding shares
of Common Stock and the Class B common stock, par value $0.0001 per share, of the Company entitled to vote thereon, 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 approved a proposal to adopt an amendment to the amended and
restated certificate of incorporation of the Company to change the date when the Company must complete its initial Business Combination
or cease all operations, except for the purpose of winding up, and, subject to and in accordance with the terms of the Charter, redeem
all of the shares of Common Stock; 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 its Chief
Executive Officer, Chief Financial Officer, President, Executive Vice President, Vice President, Secretary or Chairman of the board
of directors of the Company (the “Board”) or other authorized officer of the Company, and, in the case of
a Termination Letter in a form substantially similar to the attached hereto as 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 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) any 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 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”; and


 


Effective as of the execution hereof, the body of the letter
attached as Exhibit B of the Trust Agreement is hereby amended and restated in its entirety as follows:


 


“Pursuant to Section 1(i) of the Investment Management
Trust Agreement between KL Acquisition Corp (the “Company”) and Continental Stock Transfer & Trust Company
(the “Trustee”), dated as of            , 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 Trust
Agreement. 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 [        
   ], 2022 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
Amended and Restated Certificate of Incorporation of the Company, 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(j) of the Trust Agreement.”


 


		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 7, 2021.


 


(b)   All references to the “Charter”
in the Trust Agreement (as amended by this Amendment Agreement) and terms of similar import shall mean the Company’s amended and
restated certificate of incorporation, as amended.


 






     


     


    

 


		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(e) 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]


 






     


     


    

 


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
	 	 
	 	KL
    ACQUISITION CORP
	 	 
	 	By:	/s/
    Doug Logigian
	 	Name:  	Doug
    Logigian
	 	​Title:	Chief
    Executive Officer and Chairman




 


[Signature Page to Amendment to Investment Management
Trust Agreement]