Exhibit 10.1


 


AMENDMENT TO INVESTMENT MANAGEMENT TRUST AGREEMENT


 


THIS AMENDMENT TO INVESTMENT
MANAGEMENT TRUST AGREEMENT (this “Amendment Agreement”), dated as of December 23, 2022, is made by and
between Evo Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer &
Trust Company, a New York limited purpose trust company (the “Trustee”).


 


WHEREAS, the parties hereto
are parties to that certain Investment Management Trust Agreement dated as of February 8, 2021 (the “Trust Agreement”);


 


WHEREAS, Section 1(i) of the
Trust Agreement sets forth the terms that govern the liquidation of the Trust Account established for the benefit of the Company and the
Public Stockholders under the circumstances described therein;


 


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 then outstanding shares of Common Stock and Class B common stock, 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 then outstanding shares of
Common Stock and Class B common stock, voting together as a single class, voted affirmatively to approve (i) this Amendment Agreement
and (ii) a corresponding amendment to the Company’s amended and restated certificate of incorporation (the “Charter
Amendment”); and


 


WHEREAS, each of the Company
and the Trustee desires to amend the Trust Agreement as provided herein concurrently with the effectiveness of the Charter Amendment.


 


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 herein, shall have the meanings ascribed to such
terms in the Trust Agreement.


 


2. Amendments
to the Trust Agreement.


 


(a) 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 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) February 8, 2023, which period may be extended for up to six successive periods of one month each (provided that any
such extension may not be to a date later than August 8, 2023), as may be determined by the Board, in its sole discretion, and included
in a public announcement 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 attached as Exhibit B
and the Property in the Trust Account, including interest 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 provided, however, that in the event the Trustee receives a Termination Letter in a form substantially
similar to Exhibit B hereto, or if the Trustee begins to liquidate the Property because it has received no such Termination Letter
by the date specified in clause (y) of this Section 1(i), the Trustee shall keep the Trust Account open until twelve (12) months following
the date the Property has been distributed to the Public Stockholders.”


 






     


     


    

 


(b) Effective
as of the execution hereof, Exhibit B of the Trust Agreement is hereby amended and restated, in the form attached hereto, to implement
a corresponding change to the foregoing amendment to Section 1(i) 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 the parties thereto in accordance with its terms.
This Amendment Agreement forms an integral and inseparable part of the Trust Agreement. This Amendment Agreement is intended to be in
full compliance with the requirements for an amendment to the Trust Agreement as required by Section 6(c) and Section 6(d) of the Trust
Agreement, and any defect in fulfilling such requirements for an effective amendment to the Trust Agreement is hereby ratified, intentionally
waived and relinquished by all parties hereto.


 


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; and


 


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


 


5. Governing
Law. 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.


 


6. Counterparts.
This Amendment Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such
counterparts shall together constitute one and the same instrument. Delivery of a signed counterpart of this Amendment Agreement by electronic
transmission shall constitute valid and sufficient delivery thereof.


 


[Signature Page Follows]


 






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


 


	 	CONTINENTAL STOCK TRANSFER & TRUST
	 	COMPANY, as Trustee
	 	 
	 	By:	/s/ Francis Wolf
	 	Name: 	Francis Wolf
	 	Title: 	Vice President
	 	 	 
	 	EVO ACQUISITION CORP.
	 	 
	 	By:	/s/ Richard Chisholm
	 	Name: 	Richard Chisholm
	 	Title: 	Chief Executive Officer



 






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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 and Celeste Gonzalez


 


Re:  Trust
Account — Termination Letter


 


Mr. Wolf and Ms. Gonzalez:


 


Pursuant to Section 1(i) of
the Investment Management Trust Agreement between Evo Acquisition Corp. (the “Company”) and Continental Stock Transfer
& Trust Company (the “Trustee”), dated as of February 8, 2021 (as amended, the “Trust Agreement”),
this is to advise you that the Company did not effect a Business Combination with a Target Business within the time frame specified in
the Company’s amended and restated Certificate of Incorporation. 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 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
[______, 20___]1 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. 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, 

Evo Acquisition Corp.
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



 





 






		1	[__], 2023 or at a later date, if extended, unless an earlier
date is determined by the Company’s Board of Directors.



 


 


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