Exhibit
10.1


 


FIRST
AMENDMENT TO INVESTMENT MANAGEMENT TRUST AGREEMENT


 


THIS
AMENDMENT NO. 1 TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment”) is made as of November 30, 2022, by and between
Canna-Global Acquisition Corp, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company,
a New York corporation (the “Trustee”). Capitalized terms contained in this Amendment, but not specifically defined in this
Amendment, shall have the meanings ascribed to such terms in the Original Agreement (as defined below).


 


WHEREAS,
on December 2, 2021, the Company consummated its initial public offering of units of the Company (the “Units”), each of which
is composed of one Class A common stock of the Company, par value $0.000001 per share (the “Class A Common Stock”), and of
one redeemable warrant, each whole warrant entitling the holder thereof to purchase one Class A common stock of the Company (such initial
public offering hereinafter referred to as the “Offering”);


 


WHEREAS,
$233,450,000 of the gross proceeds of the Offering and sale of the private placement warrants were delivered to the Trustee to be deposited
and held in the segregated Trust Account located in the United States for the benefit of the Company and the holders of Common Stock
included in the Units issued in the Offering pursuant to the investment management trust agreement made effective as of December 2, 2021,
by and between the Company and the Trustee (the “Original Agreement”);


 


WHEREAS,
the Company has sought the approval of the holders of its Common Stock and holders of its Class B Common Stock, par value $0.000001 per
share (the “Class B Common Stock”), at an special meeting to extend the date before which the Company must complete a business
combination from December 2, 2022 to December 2, 2023 (or such earlier date after December 2, 2022 as determined by the Company’s
board of directors) (the “Extension Amendment”) and thus extend the date on which the Trustee must liquidate the Trust Account
if the Company has not completed its initial business combination from December 2, 2022 to December 2, 2023 (or such earlier date after
December 2, 2022 as determined by the Company’s board of directors);


 


WHEREAS,
holders of a majority of at least 65% of the then issued and outstanding Common Stock voting together as a single class, approved the
Extension Amendment; and


 


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 Trust Agreement.
    Section 1(i) of the Original Agreement is hereby amended and restated in its entirety to read as follows:


 


“(i)
Commence liquidation of the Trust Account only after and promptly following (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 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 to pay income taxes, if any (less 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) upon the date which is the later of (1)
December 2, 2023 (or such earlier date after December 2, 2022 as determined by the Company’s board of directors) and (2) such later
date as may be approved by the Company’s shareholders in accordance with the Company’s amended and restated memorandum and
articles of association, 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
income taxes, if any (less up to $100,000 of interest to pay dissolution expenses), shall be distributed to the Public Stockholders of
record as of such date. It is acknowledged and agreed that there should be no reduction in the principal amount per share initially deposited
in the Trust Account;”.


 




    	 



    	 



    

 


	2.	Miscellaneous Provisions.


 


	 	2.1 	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.
	 	 	 
	 	2.2	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.
	 	 	 
	 	2.3	Applicable Law. This Amendment
    shall be governed by and construed and enforced in accordance with the laws of the State of New York.
	 	 	 
	 	2.4	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.
	 	 	 
	 	2.5	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.
	 	 	 
	 	2.6	Entire Agreement. The Original
    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 hereto have caused this Amendment to be duly executed as of the date first above written.


 


	 	Continental Stock Transfer & Trust
    Company, as Trustee
	 	 	 
	 	By:	/s/ Francis Wolf
	 	Name:	Francis Wolf
	 	Title:	Vice President
	 	 	 
	 	Canna-Global Acquisition Corp
	 	 	 
	 	By:	/s/ J. Gerald Combs
	 	Name:	J. Gerald Combs
	 	Title:	Chief Executive Officer


 


[Signature
Page to Amendment to Investment Management Trust Agreement]