Exhibit 10.1


 


AMENDMENT TO INVESTMENT MANAGEMENT TRUST AGREEMENT 


 


THIS AMENDMENT TO INVESTMENT MANAGEMENT TRUST AGREEMENT
(this “Amendment Agreement”), dated as of December 20, 2022, is made by and between Corner Growth Acquisition
Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company,
a New York limited purpose trust company (the “Trustee”), and amends that certain Investment Management Trust
Agreement, effective as of December 16, 2020 (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 40,000,000 units, including the simultaneous full exercise of the underwriters’ over-allotment option
(the “Offering”) and concurrent sales of 7,600,000 private placement warrants to CGA Sponsor LLC (the “Private
Placement Warrants”), as of December 21, 2020, a total of $400,000,000 of the net proceeds from the Offering and the sale
of the Private Placement Warrants 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
invested funds held in the Trust Account and not previously released to the Company to pay its franchise and income 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 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 of the Trust Agreement provides
that the Trust Agreement may only be amended by a writing signed by each of the Company and the Trustee with the affirmative vote of sixty-five
percent (65%) of the voting power of the then outstanding shares of the Ordinary Shares and the Company’s Class B ordinary shares;
and


 


WHEREAS, at a meeting of the stockholders of the
Company held on or about the date hereof (the “Meeting”), at least sixty-five percent (65%) of the voting power
of the then outstanding shares of the Ordinary Shares and the Company’s Class B ordinary shares have voted to approve this Amendment
Agreement;


 


WHEREAS, at the Meeting, the stockholders of the
Company also voted to approve the second amendment and restatement of the Company’s Articles of Association (the certificate of
incorporation, as so amended and restated, the “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, 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 invested funds held in the Trust Account and not previously released to the Company to pay its
franchise and income 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 earlier of (1) 30 months from the date of the
closing of the Offering and (2) such other earlier date as determined by the board of directors of the Company, in its sole discretion,
and publicly announced by the Company, in accordance with 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 not previously released to the Company to pay its franchise and income 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; 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 12 months following the date the Property has been distributed to the Public Stockholders.
It is acknowledged and agreed that there should be no reduction in the principal amount initially deposited in the Trust Account;”


 






     


     


    

 


2. 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.


 


3. 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
March 18, 2021.


 


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


 


4. 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.


 


5. 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.


 


6. Other Miscellaneous Terms. The provisions
of Sections 6(e), 6(g) and 6(i) 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
	 	 
	 	CORNER GROWTH ACQUISITION CORP. 
	 	 
	 	By: 	/s/ Jerome “Jerry” Letter
	 	Name: Jerome “Jerry” Letter
	 	Title: Chief Financial Officer and Chief Operating Officer