Exhibit 10.5


 


PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT


 


THIS PRIVATE PLACEMENT
WARRANTS PURCHASE AGREEMENT, dated as of January 14, 2021 (as it may from time to time be amended, this “Agreement”),
is entered into by and between Class Acceleration Corp., a Delaware corporation (the “Company”) and Class Acceleration
Sponsor LLC, a Delaware limited liability company (the “Purchaser”).


 


WHEREAS:


 


The Company intends to
consummate an initial public offering of the Company’s units (the “Public Offering”), each unit consisting
of one share of Class A common stock of the Company, par value $0.0001 per share (each, a “Share”), and
one-half of one redeemable warrant;


 


Each whole warrant entitles
the holder to purchase one Share at an exercise price of $11.50 per Share; and


 


The Purchaser has agreed
to purchase an aggregate of 6,500,000 warrants (or 7,175,000 warrants if the over-allotment option is exercised in full) at a price
of $1.00 per warrant (the “Private Placement Warrants”), each Private Placement Warrant entitling the holder
to purchase one Share at an exercise price of $11.50 per Share.


 


NOW THEREFORE, in consideration
of the mutual promises contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties to this Agreement hereby, intending legally to be bound, agree as follows:


 


AGREEMENT


 


Section 1.  Authorization,
Purchase and Sale; Terms of the Private Placement Warrants.


 


A.  Authorization
of the Private Placement Warrants.  The Company has duly authorized the issuance and sale of the Private Placement Warrants
to the Purchaser.


 


B.  Purchase
and Sale of the Private Placement Warrants.


 


(i) Simultaneously
with the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the
Company (the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall
purchase from the Company, an aggregate of 6,500,000 Private Placement Warrants at a price of $1.00 per warrant for an aggregate
purchase price of $6,500,000 (the “Purchase Price”). Purchaser shall pay the Purchase Price by wire transfer
of immediately available funds to the trust account (the “Trust Account”) maintained by Continental Stock Transfer
& Trust Company, acting as trustee (”Continental”), at least one (1) business day prior to the date of effectiveness
(the “Effective Date”) of the registration statement relating to the Public Offering (the “Registration
Statement”).  On the Initial Closing Date, upon the payment by the Purchaser of the Purchase Price, the Company,
at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in
the Purchaser’s name to the Purchaser or effect such delivery in book-entry form. 


 


(ii) Simultaneously
with the consummation of the closing of the over-allotment option in connection with the Public Offering (the “Over-Allotment
Option”) or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date,
an “Over-Allotment Closing Date,” and each Over-Allotment Closing Date (if any) and the Initial Closing Date
being sometimes referred to herein as a “Closing Date”), Purchaser shall purchase up to an additional 675,000
Private Placement Warrants (the “Additional Warrants”), in the same proportion as the amount of the option that
is so exercised, and simultaneously with such purchase of Additional Warrants, as payment in full for the Additional Warrants being
purchased hereunder, and at least one (1) business day prior to the Over-Allotment Closing Date, Purchaser shall pay $1.00 per
Additional Warrant, up to an aggregate amount of $675,000 (the “Over-Allotment Purchase Price”), by wire transfer
of immediately available funds or by such other method as may be reasonably acceptable to the Company, to the Trust Account. On
the Over-Allotment Closing Date, upon the payment by the Purchaser of the Over-Allotment Purchase Price, the Company, at its option,
shall deliver a certificate evidencing the Additional Warrants purchased on such date duly registered in the Purchaser’s
name to the Purchaser or effect such delivery in book-entry form. 


 






     


     


    

 


C.  Terms
of the Private Placement Warrants.


 


(i)  Each Private
Placement Warrant shall have the terms set forth in a Warrant Agreement to be entered into by the Company and Continental in connection
with the Public Offering (the “Warrant Agreement”). Such terms include the fact that the Private Placement Warrants
shall not be transferable, assignable or salable until 30 days after the completion of an initial business combination, subject
to certain exceptions set forth in the Warrant Agreement.


 


(ii)  On or prior
to the Effective Date, the Company and the Purchaser shall enter into a registration rights agreement (the “Registration
Rights Agreement”) pursuant to which the Company will grant certain registration rights to the Purchaser relating to
the Private Placement Warrants and the Shares underlying the Private Placement Warrants.


  


Section 2.  Representations
and Warranties of the Company.  As a material inducement to the Purchaser to enter into this Agreement and purchase the
Private Placement Warrants, the Company hereby represents and warrants to the Purchaser (which representations and warranties shall
survive the Closing Date) that:


 


A.  Incorporation
and Corporate Power.  The Company is a corporation duly incorporated, validly existing and in good standing under the
laws of the State of Delaware and is qualified to do business in every jurisdiction in which the failure to so qualify would reasonably
be expected to have a material adverse effect on the financial condition, operating results or assets of the Company.  The
Company possesses all requisite corporate power and authority necessary to carry out the transactions contemplated by this Agreement
and the Warrant Agreement.


 


B.  Authorization;
No Breach.


 


(i)  The execution,
delivery and performance of this Agreement and the Private Placement Warrants have been duly authorized by the Company as of the
Closing Date.  This Agreement constitutes the valid and binding obligation of the Company, enforceable in accordance with
its terms.  Upon issuance in accordance with, and payment pursuant to, the terms of the Warrant Agreement and this Agreement,
the Private Placement Warrants will constitute valid and binding obligations of the Company, enforceable in accordance with their
terms.


 


(ii)  The execution
and delivery by the Company of this Agreement and the Private Placement Warrants, the issuance and sale of the Private Placement
Warrants, the issuance of the Shares upon exercise of the Private Placement Warrants and the fulfillment, of and compliance with,
the respective terms hereof and thereof by the Company, do not and will not as of the Closing Date (a) conflict with or result
in a breach of the terms, conditions or provisions of, (b) constitute a default under, (c) result in the creation of
any lien, security interest, charge or encumbrance upon the Company’s share capital or assets under, (d) result in a
violation of, or (e) require any authorization, consent, approval, exemption or other action by or notice or declaration to,
or filing with, any court or administrative or governmental body or agency pursuant to the amended and restated certificate of
incorporation of the Company (in effect on the date hereof or as may be amended prior to completion of the contemplated Public
Offering), or any material law, statute, rule or regulation to which the Company is subject, or any agreement, order, judgment
or decree to which the Company is subject, except for any filings required after the date hereof under federal or state securities
laws.


 


C.  Title
to Securities.  Upon issuance in accordance with, and payment pursuant to, the terms hereof, the Warrant Agreement, the
Shares issuable upon exercise of the Private Placement Warrants will be duly and validly issued as fully paid and nonassessable.
On the date of issuance of the Private Placement Warrants, the Shares issuable upon exercise of the Private Placement Warrants
shall have been reserved for issuance. Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Warrant
Agreement, the Purchaser will have good title to the Private Placement Warrants and the Shares issuable upon exercise of such Private
Placement Warrants, free and clear of all liens, claims and encumbrances of any kind, other than (i) transfer restrictions
hereunder and under the other agreements contemplated hereby, (ii) transfer restrictions under federal and state securities
laws, and (iii) liens, claims or encumbrances imposed due to the actions of the Purchaser.


 






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D. Valid
Issuance. The total number of shares of all classes of capital stock which the Company has authority to issue is 221,000,000
shares of common stock (which consist of 200,000,000 shares of the Company’s Class A Common Stock and 20,000,000 shares of
the Company’s Class B common stock, par value $0.0001 per share (the “Class B Common Stock”)) and 1,000,000 shares
of the Company’s preferred stock, par value $0.0001 per share (the “Preferred Stock”). As of the date hereof,
the Company has issued and outstanding no shares of Class A Common Stock, 6,468,750 shares of Class B Common Stock (of which up
to 843,750 shares are subject to forfeiture as described in the Registration Statement) and no shares of Preferred Stock. All of
the issued shares of capital stock of the Company have been duly authorized, validly issued, and are fully paid and non-assessable. 


 


E.  Governmental
Consents.  No permit, consent, approval or authorization of, or declaration to or filing with, any governmental authority
is required in connection with the execution, delivery and performance by the Company of this Agreement or the consummation by
the Company of any other transactions contemplated hereby.


 


Section 3.  Representations
and Warranties of the Purchaser.  As a material inducement to the Company to enter into this Agreement and issue and sell
the Private Placement Warrants to the Purchaser, the Purchaser hereby represents and warrants to the Company (which representations
and warranties shall survive the Closing Date) that:


 


A.  Organization
and Requisite Authority.  The Purchaser possesses all requisite power and authority necessary to carry out the transactions
contemplated by this Agreement.


 


B.  Authorization;
No Breach.


 


(i)  This Agreement
constitutes a valid and binding obligation of the Purchaser, enforceable in accordance with its terms, subject to bankruptcy, insolvency,
fraudulent conveyance, reorganization, moratorium and other laws of general applicability relating to or affecting creditors’
rights and to general equitable principles (whether considered in a proceeding in equity or law).


 


(ii)  The execution
and delivery by the Purchaser of this Agreement and the fulfillment of and compliance with the terms hereof by the Purchaser does
not and shall not as of the Closing Date conflict with or result in a breach by the Purchaser of the terms, conditions or provisions
of any agreement, instrument, order, judgment or decree to which the Purchaser is subject.


 


C.  Investment
Representations.


 


(i)  The Purchaser
is acquiring the Private Placement Warrants and, upon exercise of the Private Placement Warrants, the Shares issuable upon such
exercise (collectively, the “Securities”), for the Purchaser’s own account, for investment purposes only
and not with a view towards, or for resale in connection with, any public sale or distribution thereof.


 


(ii)  The Purchaser
is an “accredited investor” as such term is defined in Rule 501(a)(3) of Regulation D under the Securities
Act of 1933, as amended (the “Securities Act”).


 


(iii)  The Purchaser
understands that the Securities are being offered and will be sold to it in reliance on specific exemptions from the registration
requirements of the United States federal and state securities laws and that the Company is relying upon the truth and accuracy
of, and the Purchaser’s compliance with, the representations and warranties of the Purchaser set forth herein in order to
determine the availability of such exemptions and the eligibility of the Purchaser to acquire such Securities.


 






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(iv) The
Purchaser did not enter into this Agreement as a result of any general solicitation or general advertising within the meaning
of Rule 502(c) under the Securities Act.


 


(v) The Purchaser
has been furnished with all materials relating to the business, finances and operations of the Company and materials relating
to the offer and sale of the Securities which have been requested by the Purchaser.  The Purchaser has been afforded the
opportunity to ask questions of the executive officers and directors of the Company.  The Purchaser understands that its
investment in the Securities involves a high degree of risk and it has sought such accounting, legal and tax advice as it has
considered necessary to make an informed investment decision with respect to the acquisition of the Securities.


 


(vi) The
Purchaser understands that no United States federal or state agency or any other government or governmental agency has passed
on or made any recommendation or endorsement of the Securities or the fairness or suitability of the investment in the
Securities by the Purchaser nor have such authorities passed upon or endorsed the merits of the offering of the
Securities.


 


(vii) The
Purchaser understands that: (a) the Securities have not been and are not being registered under the Securities Act or
any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (1) subsequently
registered thereunder or (2) sold in reliance on an exemption therefrom; and (b) except as specifically set forth
in the Registration Rights Agreement, neither the Company nor any other person is under any obligation to register the
Securities under the Securities Act or any state securities laws or to comply with the terms and conditions of any exemption
thereunder.  The Private Placement Warrants will bear a legend and appropriate “stop transfer” instructions
(or an appropriate notation if the warrants are issued in book entry form) relating to the foregoing. The Purchaser further
understands that the Securities and Exchange Commission (the “SEC”) has taken the position that promoters
or affiliates of a blank check company and their transferees, both before and after an initial business combination, are
deemed to be “underwriters” under the Securities Act when reselling the securities of a blank check
company.  Based on that position, Rule 144 adopted pursuant to the Securities Act would not be available for resale
transactions of the Securities until the one-year anniversary following consummation of an initial business combination
despite technical compliance with the requirements of such Rule.


 


(viii)  The Purchaser
has such knowledge and experience in financial and business matters, knows of the high degree of risk associated with investments
in the securities of companies in the development stage such as the Company, is capable of evaluating the merits and risks of an
investment in the Securities and is able to bear the economic risk of an investment in the Securities in the amount contemplated
hereunder for an indefinite period of time.  The Purchaser has adequate means of providing for its current financial needs
and contingencies and will have no current or anticipated future needs for liquidity which would be jeopardized by the investment
in the Securities.  The Purchaser can afford a complete loss of its investment in the Securities.


 


Section 4.  Conditions of
the Purchaser’s Obligations.  The obligations of the Purchaser to purchase and pay for the Private Placement Warrants
are subject to the fulfillment, on or before the Closing Date, of each of the following conditions:


 


A.  Representations
and Warranties.  The representations and warranties of the Company contained in Section 2 shall be true and correct
at and as of such Closing Date as though then made.


 


B.  Performance. 
The Company shall have performed and complied with all agreements, obligations and conditions contained in this Agreement that
are required to be performed or complied with by it on or before such Closing Date.


 


C.  No
Injunction.  No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted,
entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory
organization having authority over the matters contemplated hereby, which prohibits the consummation of any of the transactions
contemplated by this Agreement or the Warrant Agreement.


 






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D.  Warrant Agreement. 
The Company shall have entered into the Warrant Agreement.


 


Section 5.  Conditions of
the Company’s Obligations.  The obligations of the Company to the Purchaser under this Agreement are subject to
the fulfillment, on or before the Closing Date, of each of the following conditions:


 


A.  Representations
and Warranties.  The representations and warranties of the Purchaser contained in Section 3 shall be true and correct
at and as of such Closing Date as though then made.


 


B.  Performance. 
The Purchaser shall have performed and complied with all agreements, obligations and conditions contained in this Agreement that
are required to be performed or complied with by the Purchaser on or before such Closing Date.


 


C.  No
Injunction.  No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted,
entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory
organization having authority over the matters contemplated hereby, which prohibits the consummation of any of the transactions
contemplated by this Agreement or the Warrant Agreement.


 


D.  Warrant
Agreement.  The Company shall have entered into the Warrant Agreement.


 


Section 6.  Termination. 
This Agreement may be terminated at any time after December 31, 2021 upon the election by either the Company or the Purchaser solely
as to itself upon written notice to the other party if the closing of the Public Offering does not occur prior to such date.


 


Section 7.  Survival of Representations
and Warranties.  All of the representations and warranties contained herein shall survive the Closing Date.


 


Section 8.  Definitions. 
Terms used but not otherwise defined in this Agreement shall have the meaning assigned to such terms in the Registration Statement.


  


Section 9.  Miscellaneous.


 


A.  Successors
and Assigns.  Except as otherwise expressly provided herein, all covenants and agreements contained in this Agreement
by or on behalf of any of the parties hereto shall bind and inure to the benefit of the respective successors of the parties hereto
whether so expressed or not.  Notwithstanding the foregoing or anything to the contrary herein, the parties may not assign
this Agreement without the prior written consent of the other party hereto, other than assignments by the Purchaser to affiliates
thereof.


 


B.  Severability. 
Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable
law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable law, such provision shall be
ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of this Agreement.


 


C.  Counterparts. 
This Agreement may be executed simultaneously in two or more counterparts, none of which need contain the signatures of more than
one party, but all such counterparts taken together shall constitute one and the same agreement.


 


D.  Descriptive
Headings; Interpretation.  The descriptive headings of this Agreement are inserted for convenience only and do not constitute
a substantive part of this Agreement.  The use of the word “including” in this Agreement shall be by way
of example rather than by limitation.


 


E.  Governing
Law.  This Agreement shall be deemed to be a contract made under the laws of the State of New York and for all purposes
shall be construed in accordance with the internal laws of the State of New York, without regard to the conflicts of laws principles
thereof.


 


F.  Amendments. 
This Agreement may not be amended, modified or waived as to any particular provision, except by a written instrument executed by
all parties hereto.


 


[Signature page follows] 


 




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IN WITNESS WHEREOF,
the parties hereto have executed this Agreement to be effective as of the date first set forth above.


 


	 	COMPANY:
	 	 
	 	CLASS ACCELERATION CORP. 
	 	 
	 	By: 	/s/ Michael T. Moe
	 	 	Name: 	Michael T. Moe
	 	 	Title:	Chief Executive Officer
	 	 
	 	PURCHASER:
	 	 
	 	CLASS ACCELEATION SPONSOR LLC
	 	 
	 	By:	/s/ Joseph E. Parsons
	 	 	Name:	Joseph E. Parsons 
	 	 	Title:	Managing Member


 


[Signature page to Private Placement
Warrants Purchase Agreement]