Exhibit 10.5


 


Class Acceleration Corp.


2925 Woodside Road


Woodside, CA 94062


 


[    ], 2021


 


Class Acceleration Sponsor LLC


2925 Woodside Road


Woodside, CA 94062


Attn: Joseph E. Parsons


 


Re: Administrative
Services Agreement


 


Ladies and Gentlemen:


 


This letter agreement
by and between Class Acceleration Corp. (the “Company”) and Class Acceleration Sponsor LLC (the “Sponsor”),
dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed
on The New York Stock Exchange (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus
filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier
of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described
in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):


 


(i) the Sponsor shall
make available, or cause to be made available, to the Company, at 2925 Woodside Road, Woodside, CA 94062 (or any successor
location of the Sponsor), certain office space and administrative support as may be reasonably required
by the Company. In exchange therefor, the Company shall pay the Sponsor the sum of $10,000 per month on the Listing Date and continuing
monthly thereafter until the Termination Date; and


 


(ii) the Sponsor hereby
irrevocably waives any and all right, title, interest, causes of action and claims of any kind as a result of, or arising out of,
this letter agreement (each, a “Claim”) in or to, and any and all right to seek payment of any amounts due to it out
of, the trust account established for the benefit of the public stockholders of the Company and into which substantially all of
the proceeds of the Company’s initial public offering will be deposited (the “Trust Account”) as a result of,
or arising out of, this letter agreement, and hereby irrevocably waives any Claim it may have in the future, which Claim would
reduce, encumber or otherwise adversely affect the Trust Account or any monies or other assets in the Trust Account, and further
agrees not to seek recourse, reimbursement, payment or satisfaction of any Claim against the Trust Account or any monies or other
assets in the Trust Account for any reason whatsoever.


 


This letter agreement
constitutes the entire agreement and understanding of the parties hereto in respect of its subject matter and supersedes all prior
understandings, agreements, or representations by or among the parties hereto, written or oral, to the extent they relate in any
way to the subject matter hereof or the transactions contemplated hereby.


 


This letter agreement
may not be amended, modified or waived as to any particular provision, except by a written instrument executed by the parties hereto.


 


No party hereto may
assign either this letter agreement or any of its rights, interests, or obligations hereunder without the prior written approval
of the other party. Any purported assignment in violation of this paragraph shall be void and ineffectual and shall not operate
to transfer or assign any interest or title to the purported assignee.


 


This letter agreement
constitutes the entire relationship of the parties hereto, and this letter agreement and any litigation between the parties (whether
grounded in contract, tort, statute, law or equity) shall be governed by, construed in accordance with, and interpreted pursuant
to the laws of the State of New York, without giving effect to its choice of law principles.


 


[Signature Page Follows]


 






     


    


    

 


	 	Very truly yours,
	 	 
	 	CLASS ACCELERATION CORP.
	 	 	 
	 	By:	 
	 	 	Name:	Joseph E. Parsons
	 	 	Title:	Co-Executive Chairman and Treasurer


 


AGREED TO AND ACCEPTED BY:


 


CLASS ACCELERATION SPONSOR LLC


 


	By:	 	 
	 	Name: Joseph E. Parsons	 
	 	Title:  Managing Member 	 


 


 


[Signature Page to Administrative Services Agreement]