Exhibit 10.1


 


INVESTMENT MANAGEMENT TRUST AGREEMENT


 


This Investment Management
Trust Agreement (this “Agreement”) is made effective as of [ ], 2021, by and between Class Acceleration
Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a
New York corporation (the “Trustee”).


 


WHEREAS, the Company’s
registration statement on Form S-1, File No. 333-[ ] (the “Registration Statement”)
and prospectus (the “Prospectus”) for the initial public offering of the Company’s units (the “Units”),
each of which consists of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common
Stock”), and one-half of one redeemable warrant, each whole warrant entitling the holder thereof to purchase one
share of Common Stock (such initial public offering hereinafter referred to as the “Offering”), has been
declared effective as of the date hereof by the U.S. Securities and Exchange Commission; and


 


WHEREAS, the Company
has entered into an Underwriting Agreement (the “Underwriting Agreement”) with Oppenheimer
& Co. Inc., as representative (the “Representative”) of the several underwriters (the “Underwriters”)
named therein; and


 


WHEREAS, as described
in the Prospectus, $225,000,000 of the gross proceeds of the Offering and sale of the Private Placement Warrants (as defined in
the Underwriting Agreement) (or $258,750,000, if the Underwriters’ over-allotment option is exercised in full) will be delivered
to the Trustee to be deposited and held in a segregated trust account located at all times in the United States (the “Trust Account”)
for the benefit of the Company and the holders of the Common Stock included in the Units issued in the Offering as hereinafter
provided (the amount to be delivered to the Trustee (and any interest subsequently earned thereon) is referred to herein as the
“Property,” the stockholders for whose benefit the Trustee shall hold the Property will be referred to
as the “Public Stockholders,” and the Public Stockholders and the Company will be
referred to together as the “Beneficiaries”);


 


WHEREAS, pursuant to
the Underwriting Agreement, a portion of the Property equal to $4,500,000, or $5,175,000 if the Underwriters’ over-allotment
option is exercised in full, is attributable to deferred underwriting discounts and commissions that will be payable by the Company
to the Underwriters upon and concurrently with the consummation of the Business Combination (as defined below) (the “Deferred Discount”);
and


 


WHEREAS, the Company
and the Trustee desire to enter into this Agreement to set forth the terms and conditions pursuant to which the Trustee shall hold
the Property.


 


NOW THEREFORE, IT IS AGREED:


 


1. Agreements and Covenants of Trustee.
The Trustee hereby agrees and covenants to:


 


(a) Hold the Property
in trust for the Beneficiaries in accordance with the terms of this Agreement in the Trust Account established by the Trustee in
the United States at JPMorgan Chase Bank N.A. (or at another U.S. chartered commercial bank with consolidated assets of $100 billion
or more) and at a brokerage institution selected by the Trustee that is reasonably satisfactory to the Company;


 


(b) Manage, supervise
and administer the Trust Account subject to the terms and conditions set forth herein;


 


(c) In a timely manner,
upon the written instruction of the Company, invest and reinvest the Property solely in United States government securities within
the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended, having a maturity of 185 days or less, or in
money market funds meeting the conditions of Rule 2a-7(d) promulgated under the Investment Company Act of 1940, as amended (or
any successor rule), which invest only in direct U.S. government treasury obligations, as determined by the Company; it being understood
that the Trust Account will earn no interest while account funds are uninvested awaiting the Company’s instructions hereunder
and the Trustee may earn bank credits or other consideration;


 






     


     


    

 


(d) Collect and receive, when due, all
interest or other income arising from the Property, which shall become part of the “Property,” as such
term is used herein;


 


(e) Promptly notify
the Company and the Representative of all communications received by the Trustee with respect to any Property requiring action
by the Company;


 


(f) Supply any necessary
information or documents as may be requested by the Company (or its authorized agents) in connection with the Company’s preparation
of the tax returns relating to assets held in the Trust Account;


 


(g) Participate in
any plan or proceeding for protecting or enforcing any right or interest arising from the Property if, as and when instructed by
the Company to do so;


 


(h) Render to the
Company monthly written statements of the activities of, and amounts in, the Trust Account reflecting all receipts and disbursements
of the Trust Account;


 


(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 at least two of
its Chief Executive Officer, Chief Financial 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,
in the case of a Termination Letter in a form substantially similar to the attached hereto as Exhibit A, acknowledged and
agreed to by the Representative, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account,
including interest not previously released to the Company to pay its 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 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 Company’s stockholders in accordance with the Company’s second amended and restated certificate of incorporation
(“Charter”) 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 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;


 


(j) Upon written
request from the Company, which may be given from time to time in a form substantially similar to that attached hereto as Exhibit
C, withdraw from the Trust Account and distribute to the Company the amount of interest earned on the Property requested by
the Company to cover any tax obligation owed by the Company as a result of assets of the Company or interest or other income earned
on the Property, which amount shall be delivered directly to the Company by electronic funds transfer or other method of prompt
payment, and the Company shall forward such payment to the relevant taxing authority; provided, however,
that to the extent there is not sufficient cash in the Trust Account to pay such tax obligation, the Trustee shall liquidate such
assets held in the Trust Account as shall be designated by the Company in writing to make such distribution, so long as there is
no reduction in the principal amount per share initially deposited in the Trust Account; provided, further,
that if the tax to be paid is a franchise tax, the written request by the Company to make such distribution shall be accompanied
by a copy of the franchise tax bill from the State of Delaware for the Company (it being acknowledged and agreed that any such
amount in excess of interest income earned on the Property shall not be payable from the Trust Account). The written request of
the Company referenced above shall constitute presumptive evidence that the Company is entitled to said funds, and the Trustee
shall have no responsibility to look beyond said request;


 


(k) Upon written
request from the Company, which may be given from time to time in a form substantially similar to that attached hereto as Exhibit
D, the Trustee shall distribute on behalf of the Company the amount requested by the Company to be used to redeem shares of
Common Stock from Public Stockholders properly submitted in connection with a stockholder vote to approve an amendment to the Charter
to modify the substance or timing of the ability of Public Stockholders to seek redemption in connection with an initial Business
Combination or amendments to the Charter prior thereto or the Company’s obligation to redeem 100% of its public shares of
Common Stock if the Company has not consummated an initial Business Combination within such time as is described in clause (y)
of Section 1(i) of the Agreement. The written request of the Company referenced above shall constitute presumptive evidence that
the Company is entitled to distribute said funds, and the Trustee shall have no responsibility to look beyond said request; and


 


(l) Not make any
withdrawals or distributions from the Trust Account other than pursuant to Section 1(i), (j) or (k)
above.


 






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2. Agreements and Covenants of
the Company. The Company hereby agrees and covenants to:


 


(a) Give all instructions
to the Trustee hereunder in writing, signed by at least two of the Company’s Chairman of the Board, Chief Executive Officer,
Chief Financial Officer, President, Executive Vice President, Vice President or Secretary. In addition, except with respect to
its duties under Sections 1(i), 1(j) and 1(k) hereof, the Trustee shall be entitled
to rely on, and shall be protected in relying on, any verbal or telephonic advice or instruction which it, in good faith and with
reasonable care, believes to be given by any one of the persons authorized above to give written instructions, provided that the
Company shall promptly confirm such instructions in writing;


 


(b) Subject to Section
4 hereof, hold the Trustee harmless and indemnify the Trustee from and against any and all expenses, including reasonable
counsel fees and disbursements, or losses suffered by the Trustee in connection with any action taken by it hereunder and in connection
with any action, suit or other proceeding brought against the Trustee involving any claim, or in connection with any claim or demand,
which in any way arises out of or relates to this Agreement, the services of the Trustee hereunder, or the Property or any interest
earned on the Property, except for expenses and losses resulting from the Trustee’s gross negligence, fraud or willful misconduct.
Promptly after the receipt by the Trustee of notice of demand or claim or the commencement of any action, suit or proceeding, pursuant
to which the Trustee intends to seek indemnification under this Section 2(b), it shall notify the Company in writing
of such claim (hereinafter referred to as the “Indemnified Claim”). The Trustee shall
have the right to conduct and manage the defense against such Indemnified Claim; provided that the Trustee shall
obtain the consent of the Company with respect to the selection of counsel, which consent shall not be unreasonably withheld. The
Trustee may not agree to settle any Indemnified Claim without the prior written consent of the Company, which such consent shall
not be unreasonably withheld. The Company may participate in such action with its own counsel;


 


(c) Pay the Trustee
the fees set forth on Schedule A hereto, including an initial acceptance fee, annual administration fee, and transaction
processing fee which fees shall be subject to modification by the parties from time to time. It is expressly understood that the
Property shall not be used to pay such fees unless and until the closing of the Business Combination (defined below). The Company
shall pay the Trustee the initial acceptance fee and the first annual administration fee at the consummation of the Offering. The
Trustee shall refund to the Company the annual administration fee (on a pro rata basis) with respect to any period after the liquidation
of the Trust Account. The Company shall not be responsible for any other fees or charges of the Trustee except as set forth in
this Section 2(c), Schedule A and as may be provided in Section 2(b) hereof;


 


(d) In connection
with any vote of the Company’s stockholders regarding a merger, capital stock exchange, asset acquisition, stock purchase,
reorganization or similar business combination involving the Company and one or more businesses (the “Business Combination”),
provide to the Trustee an affidavit or certificate of the inspector of elections for the stockholder meeting verifying the vote
of such stockholders regarding such Business Combination;


 


(e) Provide the Representative
with a copy of any Termination Letter(s) and/or any other correspondence that is sent to the Trustee with respect to any proposed
withdrawal from the Trust Account promptly after it issues the same;


 


(f) Unless otherwise
agreed between the Company and the Representative, ensure that any Instruction Letter (as defined in Exhibit A) delivered
in connection with a Termination Letter in the form of Exhibit A expressly provides that the Deferred Discount is paid directly
to the account or accounts directed by the Representative on behalf of the Underwriters prior to any transfer of the funds held
in the Trust Account to the Company or any other person;


 


(g) Instruct the
Trustee to make only those distributions that are permitted under this Agreement, and refrain from instructing the Trustee to make
any distributions that are not permitted under this Agreement; and


 


(h) Within four (4)
business days after the Underwriters exercise the over-allotment option (or any unexercised portion thereof) or such over-allotment
expires, provide the Trustee with a notice in writing of the total amount of the Deferred Discount, which shall in no event be
less than $7,875,000.


 






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3. Limitations of Liability.
The Trustee shall have no responsibility or liability to:


 


(a) Imply obligations,
perform duties, inquire or otherwise be subject to the provisions of any agreement or document other than this Agreement and that
which is expressly set forth herein;


 


(b) Take any action
with respect to the Property, other than as directed in Section 1 hereof, and the Trustee shall have no liability
to any third party except for liability arising out of the Trustee’s gross negligence, fraud or willful misconduct;


 


(c) Institute any
proceeding for the collection of any principal and income arising from, or institute, appear in or defend any proceeding of any
kind with respect to, any of the Property unless and until it shall have received instructions from the Company given as provided
herein to do so and the Company shall have advanced or guaranteed to it funds sufficient to pay any expenses incident thereto;


 


(d) Refund any depreciation in principal
of any Property;


 


(e) Assume that the
authority of any person designated by the Company to give instructions hereunder shall not be continuing unless provided otherwise
in such designation, or unless the Company shall have delivered a written revocation of such authority to the Trustee;


 


(f) The other parties
hereto or to anyone else for any action taken or omitted by it, or any action suffered by it to be taken or omitted, in good faith
and in the Trustee’s best judgment, except for the Trustee’s gross negligence, fraud or willful misconduct. The Trustee
may rely conclusively and shall be protected in acting upon any order, notice, demand, certificate, opinion or advice of counsel
(including counsel chosen by the Trustee, which counsel may be the Company’s counsel), statement, instrument, report or other
paper or document (not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth
and acceptability of any information therein contained) which the Trustee believes, in good faith and with reasonable care, to
be genuine and to be signed or presented by the proper person or persons. The Trustee shall not be bound by any notice or demand,
or any waiver, modification, termination or rescission of this Agreement or any of the terms hereof, unless evidenced by a written
instrument delivered to the Trustee, signed by the proper party or parties and, if the duties or rights of the Trustee are affected,
unless it shall give its prior written consent thereto;


 


(g) Verify the accuracy
of the information contained in the Registration Statement;


 


(h) Provide any assurance
that any Business Combination entered into by the Company or any other action taken by the Company is as contemplated by the Registration
Statement;


 


(i) File information
returns with respect to the Trust Account with any local, state or federal taxing authority or provide periodic written statements
to the Company documenting the taxes payable by the Company, if any, relating to any interest income earned on the Property;


 


(j) Prepare, execute
and file tax reports, income or other tax returns and pay any taxes with respect to any income generated by, and activities relating
to, the Trust Account, regardless of whether such tax is payable by the Trust Account or the Company, including, but not limited
to, franchise and income tax obligations, except pursuant to Section 1(j) hereof; or


 


(k) Verify calculations,
qualify or otherwise approve the Company’s written requests for distributions pursuant to Sections 1(i), 1(j) or 1(k) hereof.


 


4. Trust Account
Waiver. The Trustee has no right of set-off or any right, title, interest or claim of any kind (“Claim”)
to, or to any monies in, the Trust Account, and hereby irrevocably waives any Claim to, or to any monies in, the Trust Account
that it may have now or in the future. In the event the Trustee has any Claim against the Company under this Agreement, including,
without limitation, under Section 2(b) or Section 2(c) hereof, the Trustee shall pursue such
Claim solely against the Company and its assets outside the Trust Account and not against the Property or any monies in the Trust
Account.


 






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5. Termination. This Agreement
shall terminate as follows:


 


(a) If the Trustee
gives written notice to the Company that it desires to resign under this Agreement, the Company shall use its reasonable efforts
to locate a successor trustee, pending which the Trustee shall continue to act in accordance with this Agreement. At such time
that the Company notifies the Trustee that a successor trustee has been appointed and has agreed to become subject to the terms
of this Agreement, the Trustee shall transfer the management of the Trust Account to the successor trustee, including but not limited
to the transfer of copies of the reports and statements relating to the Trust Account, whereupon this Agreement shall terminate; provided, however,
that in the event that the Company does not locate a successor trustee within ninety (90) days of receipt of the resignation notice
from the Trustee, the Trustee may submit an application to have the Property deposited with any court in the State of New York
or with the United States District Court for the Southern District of New York and upon such deposit, the Trustee shall be immune
from any liability whatsoever; or


 


(b) At such time
that the Trustee has completed the liquidation of the Trust Account and its obligations in accordance with the provisions of Section
1(i) hereof (which section may not be amended under any circumstances) and distributed the Property in accordance with
the provisions of the Termination Letter, this Agreement shall terminate except with respect to Section 2(b).


 


6. Miscellaneous.


 


(a) The Company and
the Trustee each acknowledge that the Trustee will follow the security procedures set forth below with respect to funds transferred
from the Trust Account. The Company and the Trustee will each restrict access to confidential information relating to such security
procedures to authorized persons. Each party must notify the other party immediately if it has reason to believe unauthorized persons
may have obtained access to such confidential information, or of any change in its authorized personnel. In executing funds transfers,
the Trustee shall rely upon all information supplied to it by the Company, including, account names, account numbers, and all other
identifying information relating to a Beneficiary, Beneficiary’s bank or intermediary bank. Except for any liability arising
out of the Trustee’s gross negligence, fraud or willful misconduct, the Trustee shall not be liable for any loss, liability
or expense resulting from any error in the information or transmission of the funds.


 


(b) This 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. This 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.


 


(c) This Agreement
contains the entire agreement and understanding of the parties hereto with respect to the subject matter hereof. This Agreement
or any provision hereof may only be changed, amended or modified (other than to correct a typographical error) by a writing signed
by each of the parties hereto; provided, however, that no such change, amendment or modification to Section 1(i), 2(f) or Exhibit
A may be made without the prior written consent of the Representative.


 


(d) This Agreement
or any provision hereof may only be changed, amended or modified pursuant to Section 6(c) hereof with the Consent
of the Stockholders. For purposes of this Section 6(d), the “Consent of the Stockholders”
means receipt by the Trustee of a certificate from the inspector of elections of the stockholder meeting certifying that the Company’s
stockholders of record as of a record date established in accordance with Section 213(a) of the Delaware General Corporation Law,
as amended (“DGCL”) (or any successor rule), who hold sixty-five percent (65%) or more of all then outstanding
shares of the Common Stock and Class B common stock, par value $0.0001 per share, of the Company voting together as a single class,
have voted in favor of such change, amendment or modification. No such amendment will affect any Public Stockholder who has otherwise
indicated his election to redeem his shares of Common Stock in connection with a stockholder vote sought to amend this Agreement
to modify the substance or timing of the Company’s obligation to redeem 100% of the Common Stock if the Company does not
complete its initial Business Combination within the time frame specified in the Charter. Except for any liability arising out
of the Trustee’s gross negligence, fraud or willful misconduct, the Trustee may rely conclusively on the certification from
the inspector or elections referenced above and shall be relieved of all liability to any party for executing the proposed amendment
in reliance thereon.


 






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(e) 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.


 


(f) Any notice, consent
or request to be given in connection with any of the terms or provisions of this Agreement shall be in writing and shall be sent
by express mail or similar private courier service, by certified mail (return receipt requested), by hand delivery or by electronic
mail:


 


if to the Trustee, to:


 


Continental Stock Transfer & Trust Company


1 State Street, 30th Floor


New York, NY 10004


Attn: Francis Wolf and Celeste Gonzalez


Email: fwolf@continentalstock.com; cgonzalez@continentalstock.com


 


if to the Company, to:


 


Class Acceleration Corp.


Michael T. Moe

Chief Executive Officer


2925 Woodside Road


Woodside, CA 94062


 


in each case, with copies to:


 


Ellenoff Grossman & Schole LLP


1345 Avenue of the Americas


New York, NY 10105


Attn: Tamar Donikyan, Esq.


Telephone: (212) 370-1300


 


and


 


Oppenheimer & Co. Inc.


85 Broad Street


New York, NY 10004


Attn.: [ ]


 


 and


 


Skadden, Arps, Slate Meagher & Flom LLP


525 University Avenue


Palo Alto, CA 94301


Attn: Gregg A. Noel, Esq.


Telephone: (650) 470-4500


 






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(g) Each of the Company
and the Trustee hereby represents that it has the full right and power and has been duly authorized to enter into this Agreement
and to perform its respective obligations as contemplated hereunder. The Trustee acknowledges and agrees that it shall not make
any claims or proceed against the Trust Account, including by way of set-off, and shall not be entitled to any funds in the Trust
Account under any circumstance.


 


(h) This Agreement
is the joint product of the Trustee and the Company and each provision hereof has been subject to the mutual consultation, negotiation
and agreement of such parties and shall not be construed for or against any party hereto.


 


(i) This Agreement
may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall
together constitute one and the same instrument. Delivery of a signed counterpart of this Agreement by facsimile or electronic
transmission shall constitute valid and sufficient delivery thereof.


 


(j) Each of the Company
and the Trustee hereby acknowledges and agrees that Oppenheimer & Co. Inc., on behalf of the Underwriters, is a third party beneficiary
of this Agreement.


 


(k) Except as specified
herein, no party to this Agreement may assign its rights or delegate its obligations hereunder to any other person or entity.


 


[Signature Page Follows]


 




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IN WITNESS WHEREOF,
the parties have duly executed this Investment Management Trust Agreement as of the date first written above.


 


	 	CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Trustee
	 	 	 
	 	By:	 
	 	 	Name: Francis Wolf
	 	 	Title:   Vice President
	 	 	 
	 	CLASS ACCELERATION CORP.
	 	 	 
	 	By:	           
	 	 	Name: Michael T. Moe
	 	 	Title:   Chief Executive Officer


 


 


[Signature Page to Investment Management
Trust Agreement]


 




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SCHEDULE A


 


	Fee Item	 	Time and method of payment	 	Amount	 
	Initial set-up fee.	 	Initial closing of Offering by wire transfer.	 	$	3,500.00	 
	Trustee administration fee	 	Payable annually. First year fee payable, at initial closing of Offering by wire transfer, thereafter by wire transfer or check.	 	$	10,000.00	 
	Transaction processing fee for disbursements to Company under Sections 1(i) and (j)	 	Billed to Company following disbursement made to Company under Section 1	 	$	250.00	 
	Paying Agent services as required pursuant to Sections 1(i) and 1(k)	 	Billed to Company upon delivery of service pursuant to Section 1(i) and 1(k)	 	 	Prevailing rates	 



 




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EXHIBIT A


 


[Letterhead of Company]


 


[Insert date]


 


Continental Stock Transfer & Trust Company


1 State Street, 30th Floor


New York, New York 10004


Attn: Francis Wolf and Celeste Gonzalez


 


	 	Re:	Trust Account  -  Termination Letter


 


Dear Mr. Wolf and Ms. Gonzalez:


 


Pursuant to Section
1(i) of the Investment Management Trust Agreement between Class Acceleration Corp. (the “Company”) and
Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [ ], 2021 (the “Trust Agreement”),
this is to advise you that the Company has entered into an agreement with (the “Target Business”) to
consummate a business combination with Target Business (the “Business Combination”)
on or about [insert date]. The Company shall notify you at least seventy-two (72) hours in advance of the actual date of the consummation
of the Business Combination (the “Consummation Date”). Capitalized terms used but
not defined herein shall have the meanings set forth in the Trust Agreement.


 


In accordance with
the terms of the Trust Agreement, we hereby authorize you to commence to liquidate all of the assets of the Trust Account and transfer
the proceeds to a segregated account held by you on behalf of the Beneficiaries to the effect that, on the Consummation Date, all
of the funds held in the Trust Operating Account at JPMorgan Chase Bank N.A. will be immediately available for transfer to the
account or accounts that the Company shall direct on the Consummation Date (including as directed to it by the Representative on
behalf of the Underwriters (with respect to the Deferred Discount)). It is acknowledged and agreed that while the funds are on
deposit in the trust operating account at JPMorgan Chase Bank, N.A. awaiting distribution, the Company will not earn any interest
or dividends.


 


On the Consummation
Date, (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated,
or will be consummated concurrently with your transfer of funds to the accounts as directed by the Company (the “Notification”)
and (ii) the Company shall deliver to you (a) a certificate by the Chief Executive Officer, which verifies that the Business Combination
has been approved by a vote of the Company’s stockholders, if a vote is held and (b) a joint written instruction signed by
the Company and the Representative with respect to the transfer of the funds held in the Trust Account, including payment of amounts
owed to public stockholders who have properly exercised their redemption rights and payment of the Deferred Discount to the Representative
from the Trust Account (the “Instruction Letter”). You are hereby directed and authorized to transfer
the funds held in the Trust Account immediately upon your receipt of the Notification and the Instruction Letter, in accordance
with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by
the Consummation Date without penalty, you will notify the Company in writing of the same and the Company shall direct you as to
whether such funds should remain in the Trust Account and be distributed after the Consummation Date to the Company. Upon the distribution
of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account,
your obligations under the Trust Agreement shall be terminated.


 


In the event that
the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you
on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions
from the Company, the funds held in the Trust Account shall be reinvested as provided in Section 1(c) of the Trust Agreement on
the business day immediately following the Consummation Date as set forth in such notice as soon thereafter as possible.


 


	 	Very truly yours,
	 	 
	 	Class Acceleration Corp.
	 	 	 
	 	By:	            
	 	 	Name:
	 	 	Title:


 


	
        Acknowledged & Agreed by:

        Oppenheimer & Co. Inc.

	 
	By:	                                  	 
	 	Name:	 
	 	Title:	 


 




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EXHIBIT B


 


[Letterhead of Company]


 


[Insert date]


 


Continental Stock Transfer & Trust Company


1 State Street, 30th Floor


New York, New York 10004


Attn: Francis Wolf and Celeste Gonzalez


 


	 	Re:	Trust Account -Termination Letter


 


Dear Mr. Wolf and Ms. Gonzalez:


 


Pursuant to Section
1(i) of the Investment Management Trust Agreement between Class Acceleration Corp. (the “Company”) and
Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [ ], 2021 (the “Trust Agreement”),
this is to advise you that the Company has been unable to effect a business combination with a Target Business (the “Business Combination”)
within the time frame specified in Section 1(i) of the Trust Agreement. Capitalized terms used but not defined herein shall have
the meanings set forth in the Trust Agreement.


 


In accordance with
the terms of the Trust Agreement, we hereby authorize you to liquidate all of the assets in the Trust Account and to transfer the
total proceeds into a segregated account held by you on behalf of the Beneficiaries to await distribution to the Public Stockholders.
The Company has selected (1) as the effective date for the purpose of determining when the Public Stockholders
will be entitled to receive their share of the liquidation proceeds. You agree to be the Paying Agent of record and, in your separate
capacity as Paying Agent, agree to distribute said funds directly to the Company’s Public Stockholders in accordance with
the terms of the Trust Agreement and the Second Amended and Restated Certificate of Incorporation of the Company. Upon the distribution
of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account,
your obligations under the Trust Agreement shall be terminated, except to the extent otherwise provided in Section 1(j) of
the Trust Agreement.


 


	(1)	24 months from the closing of the Offering, or at a later date, if extended.


 


	 	Very truly yours,
	 	 
	 	Class Acceleration Corp.
	 	 	 
	 	By:	               
	 	 	Name:
	 	 	Title:


 


	cc:	Oppenheimer & Co. Inc.


 




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EXHIBIT C


 


[Letterhead of Company]


 


[Insert date]


 


Continental Stock Transfer & Trust Company


1 State Street, 30th Floor


New York, New York 10004


Attn: Francis Wolf and Celeste Gonzalez


 


	 	Re:	Trust Account  - Withdrawal Instruction


 


Dear Mr. Wolf and Ms. Gonzalez:


 


Pursuant to Section
1(j) of the Investment Management Trust Agreement between Class Acceleration Corp. (the “Company”)
and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [ ], 2021 (the “Trust Agreement”),
the Company hereby requests that you deliver to the Company $ of the interest income earned on the Property as of the date hereof.
Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.


 


The Company needs such
funds to pay for the tax obligations as set forth on the attached tax return or tax statement. In accordance with the terms of
the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt
of this letter to the Company’s operating account at:


 


[WIRE INSTRUCTION INFORMATION]


 


	 	Very truly yours,
	 	 
	 	Class Acceleration Corp.
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


	cc:	Oppenheimer & Co. Inc.


 




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EXHIBIT D


 


[Letterhead of Company]


 


[Insert date]


 


Continental Stock Transfer & Trust Company


1 State Street, 30th Floor


New York, New York 10004


Attn: Mr. Wolf and Ms. Gonzalez


 


	 	Re:	Trust Account  -  Stockholder Redemption Withdrawal Instruction


 


Dear Mr. Wolf and Ms. Gonzalez:


 


Pursuant
to Section 1(k) of the Investment Management Trust Agreement between Class Acceleration Corp. (the
“Company”) and Continental Stock Transfer & Trust Company (the
“Trustee”), dated as of [     ], 2021 (the
“Trust Agreement”), the Company hereby requests that you deliver to the
redeeming Public Stockholders of the Company $ of the principal and interest income earned on the Property as of the date
hereof to a segregated account held by you on behalf of the Beneficiaries for distribution to the Stockholders who have
requested redemption of their Common Stock. Capitalized terms used but not defined herein shall have the meanings set forth
in the Trust Agreement.


 


The Company needs such
funds to pay its Public Stockholders who have properly elected to have their shares of Common Stock redeemed by the Company in
connection with a stockholder vote to approve an amendment to the Company’s Second Amended and Restated Certificate of Incorporation
to modify the substance or timing of the Company’s obligation to redeem 100% of public shares of Common Stock if the Company
has not consummated an initial Business Combination within such time as is described in Section 1(i) of the Trust Agreement. As
such, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter.


 


	 	Very truly yours,
	 	 
	 	Class Acceleration Corp.
	 	 	 
	 	By:	                   
	 	 	Name:
	 	 	Title:


 


	cc:	Oppenheimer & Co. Inc.


 


 


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