Exhibit 10.1


 


AMENDMENT TO INVESTMENT MANAGEMENT TRUST AGREEMENT


 


THIS AMENDMENT TO INVESTMENT
MANAGEMENT TRUST AGREEMENT (this “Amendment Agreement”), dated as of December 15, 2022, is made by and between
Monument Circle 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 January 13, 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(d) 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:


 


“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, 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 (net of amounts
withdrawn in accordance with this Agreement and 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) upon (i) July 19,
2023 (or such earlier date as determined by the Board, in its sole discretion, and included in a public announcement) 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, 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 (net of amounts withdrawn in accordance
with this Agreement and 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


 






     


     


    

 


(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 6I 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]


 



     


     


    

 


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
	 	 	 
	 	MONUMENT CIRCLE ACQUISITION CORP.
	 	 
	 	By:	/s/ J. Scott Enright
	 	 	Name: 	J. Scott Enright
	 	 	Title:    	Executive Vice President, 

General Counsel and Secretary


 


[Signature Page to Amendment to Investment Management
Trust Agreement]