Exhibit 10.1
AMENDMENT NO. 1 TO INVESTMENT MANAGEMENT TRUST AGREEMENT
THIS AMENDMENT NO. 1 TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT (this Amendment) is made as of October 16, 2023, by and
between Worldwide Webb Acquisition Corp., a Cayman Islands exempted company (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 October 22, 2021, the Company consummated an initial public offering (the Offering) of the Companys units
(the Units), each of which consists of one of the Companys Class A ordinary shares, par value $0.0001 per share (each, an Ordinary Share), and one-half of one
redeemable warrant, each whole warrant entitling the holder thereof to purchase one Ordinary Share;
WHEREAS, $232,300,000 of the net
proceeds of the Offering and sale of the Private placement warrants (as defined in the Underwriting Agreement) 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 Ordinary Shares included in the Units issued in the Offering pursuant to the investment management trust agreement made effective as of October 22, 2021, by and between the Company and the Trustee (the Original
Agreement);
WHEREAS, the Company has sought the approval of the holders of its Ordinary Shares and holders of its Class B
ordinary shares, par value $0.0001 per share (the Class B Ordinary Shares), at an extraordinary general meeting to: (i) extend the date before which the Company must complete a business combination from 24 months from the
closing of its IPO to 25 months from the closing of its IPO or such earlier date as is determined by our Board of Directors (the Board) to be in the best interests of the Company, and to allow the Company, without another shareholder
vote, by resolution of our Board, to elect to further extend the Extended Date in one-month increments up to five additional times (with each such extension being upon five days advance notice in
writing), for a total of up to 30 months from the closing of our IPO, unless the closing of a business combination shall have occurred prior thereto (the Extension Amendment) and (ii) extend the date on which the Trustee must
liquidate the Trust Account if the Company has not completed its initial business combination from 24 months from the closing of our IPO to 25 months from the closing of our IPO or such earlier date as is determined by the Board to be in the best
interests of the Company, and to allow the Company, without another shareholder vote, by resolution of our Board, to elect to further extend the Extended Date in one-month increments up to five additional
times (with each such extension being upon five days advance notice in writing), for a total of up to 30 months from the closing of our IPO, unless the closing of a business combination shall have occurred prior thereto (the Trust
Amendment);
WHEREAS, holders of at least sixty-five percent (65%) of the then issued and outstanding Ordinary Shares and
Class B Ordinary Shares, voting together as a single class, approved the Trust 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. Amendment to Trust Agreement. Section 1(i) of the Original 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,
President, Chief Financial Officer, Chief Operating Officer, General Counsel, Secretary, Executive Chairman or Executive Vice 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 (less up to $100,000 of interest that may be released to the Company to pay dissolution expenses and which interest shall
be net of any taxes payable, it being understood that the Trustee has no obligation to monitor or question the Companys position that an allocation has been made for taxes payable), only as directed in the Termination Letter and the other
documents referred to therein; or (y) upon the date which is thirty (30) months after the closing of the Offering, or such later date as may be approved by the Companys shareholders