Exhibit 10.1


 


AMENDMENT

TO THE

INVESTMENT MANAGEMENT TRUST AGREEMENT


 


This Amendment No. 1
(this “Amendment”), dated as of August 15, 2022, to the Investment Management Trust Agreement (as defined below)
is made by and between Aries I Acquisition Corporation (the “Company”) and Continental Stock Transfer & Trust
Company, as trustee (“Trustee”). All terms used but not defined herein shall have the meanings assigned to them in
the Trust Agreement.


 


WHEREAS, the Company and the
Trustee entered into an Investment Management Trust Agreement dated as of May 18, 2021 (the “Trust Agreement”);


 


WHEREAS, Section 1(c) of
the Trust Agreement sets forth the manner in which the funds held in trust by the Trustee may be held;


 


WHEREAS, Section 1(i) of
the Trust Agreement sets forth the terms that govern the liquidation of the Trust Account under the circumstances described therein;


 


WHEREAS, at a special meeting
of the Company held on August  12, 2022 (the “Special Meeting”), the Company’s shareholders approved (i) a
proposal to amend the Company’s amended and restated memorandum and articles of association (the “A&R COI”)
giving the Company the right to extend the date by which it has to consummate a business combination on a month-to-month basis (each a
 “Monthly Extension”) beginning on August 21, 2022 until August 21, 2023 (i.e., for up to a period of time
ending twenty-seven (27) months after the consummation of its initial public offering); and (ii) a proposal to amend the Trust
Agreement requiring the Company to deposit into the Trust Account, for each Monthly Extension that is exercised, the lesser of (a) $120,000
and (b) $0.035 for each Class A ordinary share that remains outstanding after taking into account any redemptions in connection
with the solicitation of such shareholder approval at the Special Meeting (such amount, the “Monthly Extension Amount”);
and


 


NOW THEREFORE, IT IS AGREED:


 


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


 


“(c) The Trustee will hold the Property
in Trust entirely in cash.


 






     


     


    

 


2. 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 receipt of, and only in accordance with, the terms of a letter (“Termination
Letter”), in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B, signed on behalf of
the Company by its President, Chief Executive Officer or Chairman of the Board and Secretary or Assistant Secretary, and complete the
liquidation of the Trust Account and distribute the Property in the Trust Account only as directed in the Termination Letter and the other
documents referred to therein; provided, however, that in the event that a Termination Letter has not been received by the Trustee by
(A) the date that is 15 months after the closing of the IPO (“Closing”), or (B) if the President, Chief Executive
Officer or Chairman of the Board extends the time to complete the Business Combination by one (1) month, the date that is 16 months
after the Closing, provided that the Company deposits the Monthly Extension Amount into the Trust Account on or prior to the date that
is 15 months after the Closing, or (C) if the President, Chief Executive Officer or Chairman of the Board further extends the time
to complete the Business Combination by an additional 1-month period, the date that is 17 months after the Closing, provided that the
Company deposits the Monthly Extension Amount into the Trust Account on or prior to the date that is 16 months after the Closing, or (D) if
the President, Chief Executive Officer or Chairman of the Board further extends the time to complete the Business Combination by an additional
1-month period, the date that is 18 months after the Closing, provided that the Company deposits the Monthly Extension Amount into the
Trust Account on or prior to the date that is 17 months after the Closing; or (E) if the President, Chief Executive Officer or Chairman
of the Board further extends the time to complete the Business Combination by an additional 1-month period, the date that is 19 months
after the Closing, provided that the Company deposits the Monthly Extension Amount into the Trust Account on or prior to the date that
is 18 months after the Closing; or (F) if the President, Chief Executive Officer or Chairman of the Board further extends the time
to complete the Business Combination by an additional 1-month period, the date that is 20 months after the Closing, provided that the
Company deposits the Monthly Extension Amount into the Trust Account on or prior to the date that is 19 months after the Closing; or (G) if
the President, Chief Executive Officer or Chairman of the Board further extends the time to complete the Business Combination by an additional
1-month period, the date that is 21 months after the Closing, provided that the Company deposits the Monthly Extension Amount into the
Trust Account on or prior to the date that is 20 months after the Closing; or (H) if the President, Chief Executive Officer or Chairman
of the Board further extends the time to complete the Business Combination by an additional 1-month period, the date that is 22 months
after the Closing, provided that the Company deposits the Monthly Extension Amount into the Trust Account on or prior to the date that
is 21 months after the Closing; or (I) if the President, Chief Executive Officer or Chairman of the Board further extends the time
to complete the Business Combination by an additional 1-month period, the date that is 23 months after the Closing, provided that the
Company deposits the Monthly Extension Amount into the Trust Account on or prior to the date that is 22 months after the Closing; or (J) if
the President, Chief Executive Officer or Chairman of the Board further extends the time to complete the Business Combination by an additional
1-month period, the date that is 24 months after the Closing, provided that the Company deposits the Monthly Extension Amount into the
Trust Account on or prior to the date that is 23 months after the Closing; or (K) if the President, Chief Executive Officer or Chairman
of the Boards further extends the time to complete the Business Combination by an additional 1-month period, the date that is 25 months
after the Closing, provided that the Company deposits the Monthly Extension Amount into the Trust Account on or prior to the date that
is 24 months after the Closing; or (L) if the President, Chief Executive Officer or Chairman of the Board further extends the time
to complete the Business Combination by an additional 1-month period, the date that is 26 months after the Closing, provided that the
Company deposits the Monthly Extension Amount into the Trust Account on or prior to the date that is 25 months after the Closing; or (M) if
the President, Chief Executive Officer or Chairman of the Board further extends the time to complete the Business Combination by an additional
1-month period, the date that is 27 months after the Closing, provided that the Company deposits the Monthly Extension Amount into the
Trust Account on or prior to the date that is 26 months after the Closing; but if the Company has not completed the Business Combination
within the applicable monthly anniversary of the Closing (“Last Date”), the Trust Account shall be liquidated in accordance
with the procedures set forth in the Termination Letter attached as Exhibit B hereto and distributed to the Public Shareholders
as of the Last Date. For example, if during the 12 month period spanning 15 months and 27 months after the Closing, the Company does not
deposit the Monthly Extension Amount into the Trust Account by the last day of the 10th month, then the Last Date shall be
the last day of the 10th month. The form of any extension contemplated by this Section 1(i) shall be in substantially
the form attached hereto as Exhibit E.”


 


2. Exhibit E of the Trust Agreement is hereby
amended and restated in its entirety as follows:


 






     


     


    

 


EXHIBIT E


 


[Letterhead of Company]


 


[Insert date]


 


Continental Stock Transfer & Trust Company


1 State Street, 30th Floor


New York, New York 10004


Attn: Francis Wolf & Celeste Gonzalez


 


		Re:	Trust
Account No. [___] Extension Letter


 


Dear Mr. Wolf and Ms. Gonzalez:


 


Pursuant to Section 1(i) of
the Investment Management Trust Agreement between Aries I Acquisition Corporation (“Company”) and Continental Stock
Transfer & Trust Company, dated as of May 18, 2021 (“Trust Agreement”), this is to advise you that the
Company is extending the time available to consummate a Business Combination for an additional one (1) month, from _______ to _________
(the “Extension”).


 


This Extension Letter shall
serve as the notice required with respect to Extension prior to the Applicable Deadline. Capitalized words used herein and not otherwise
defined shall have the meanings ascribed to them in the Trust Agreement.


 


In accordance with the terms
of the Trust Agreement, we hereby authorize you to deposit the Monthly Extension Amount, which will be wired to you, into the Trust Account
investments upon receipt.


 


	 	Very truly yours,
	 	 
	 	 
	 	ARIES I ACQUISITION CORPORATION
	 	 
	 	 
	 	By:	        
	 	 	Name:
	 	 	Title:




 


	cc:	Wells Fargo Securities, LLC
	 	Kingswood Capital Markets


 






     


     


    

 


3. All other provisions of the Trust Agreement
shall remain unaffected by the terms hereof.


 


4. This Amendment may be signed in any number
of counterparts, each of which shall be an original and all of which shall be deemed to be one and the same instrument, with the same
effect as if the signatures thereto and hereto were upon the same instrument. A facsimile signature or electronic signature shall be deemed
to be an original signature for purposes of this Amendment.


 


5. This Amendment is intended to be in full compliance
with the requirements for an Amendment to the Trust Agreement as required by Section 6(c) of the Trust Agreement, and every
defect in fulfilling such requirements for an effective amendment to the Trust Agreement is hereby ratified, intentionally waived and
relinquished by all parties hereto.


 


6. This Amendment 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.


 


[signature page follows]


 






     


     


    

 


IN WITNESS WHEREOF, the parties
have duly executed this Amendment to the Investment Management Trust 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	 


 


ARIES I ACQUISITION CORPORATION


 


	By:	/s/ Paul Wolfe	 
	Name:	Paul Wolfe	 
	Title:	Chief Operating Officer