Annex B
PROPOSED TRUST AMENDMENT
[●], 2022
THIS AMENDMENT TO THE INVESTMENT
MANAGEMENT TRUST AGREEMENT (this Amendment) is made as of [●], 2022, by and between Advanced Merger Partners, Inc., a Delaware corporation (the Company), and Continental Stock Transfer & Trust
Company, a New York limited purpose trust company (the Trustee). Capitalized terms contained in this Amendment, but not specifically defined in this Amendment, shall have the meanings ascribed to such terms in that certain
Investment Management Trust Agreement, dated March 1, 2021, by and between the parties hereto (the Trust Agreement).
WHEREAS, a
total of $287,500,000 was placed in the Trust Account from the Offering and sale of private placement warrants;
WHEREAS, Section 1(i) of the Trust
Agreement provides that the Trustee shall commence liquidation of the Trust Account only after and promptly after (x) receipt of, and only in accordance with the terms of, a Termination Letter; or (y) upon the date which is, the later of
(1) 24 months after the closing of the Offering and (2) such later date as may be approved by the Companys stockholders in accordance with the Charter if a Termination Letter has not been received by the Trustee prior to such date;
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 Consent of the Stockholders; and
WHEREAS, at a special meeting of the stockholders of the Company held on or about the date hereof (the
Meeting), at least sixty five percent (65%) of all then outstanding shares of the Common Stock and the Companys Class B common stock have voted to approve this Amendment;
WHEREAS, at the Meeting, the stockholders of the Company also voted to approve an amendment of the Companys amended and restated certificate of
incorporation; 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 Trust
Agreement.
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 the Chief Executive Officer, Chief
Financial Officer, Chief Operating 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
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 and not previously released to the Company (less taxes payable and up to $100,000 of
interest to pay dissolution expenses), only as directed in the Termination Letter and the other documents referred to therein, or (y) the Accelerated Termination Date (as such term is defined in the Companys amended and restated
certificate of incorporation, as amended) 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 and not previously released to the Company
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