Exhibit 10.3

 

INVESTMENT MANAGEMENT TRUST AGREEMENT

 

This Investment Management Trust Agreement (this “Agreement”) is made effective as of October 12, 2021 by and between Learn CW Investment Corporation, a Cayman Islands exempted company (the “Company”), and U.S. Bank, National Association, a national banking association organized and existing under the laws of the United States of America (the “Trustee”).

 

WHEREAS, the Company’s registration statement on Form S-1, File No. 333-254820 (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 of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), and one-half of one redeemable warrant, each whole warrant entitling the holder thereof to purchase one Ordinary Share (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 Evercore Group L.L.C., as underwriter (the “Underwriter”); and

 

WHEREAS, as described in the Prospectus, $202,000,000 of the gross proceeds of the Offering and sale of the Private Placement Warrants (as defined in the Underwriting Agreement) (or $232,300,000 if the Underwriter’s option to purchase additional Units 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 Ordinary Shares 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 shareholders for whose benefit the Trustee shall hold the Property will be referred to as the “Public Shareholders,” and the Public Shareholders and the Company will be referred to together as the “Beneficiaries”); and

 

WHEREAS, pursuant to the Underwriting Agreement, a portion of the Property equal to (1) $6,730,500, or $7,780,500 if the Underwriter’s option to purchase additional Units is exercised in full, is attributable to deferred underwriting discounts and commissions that will be payable by the Company to the Underwriter upon the consummation of the Business Combination (as defined below) (the “Deferred Discount”), and (2) $2,000,000 is attributable to discretionary deferred underwriting commissions, payable to the Underwriter, at the Company’s sole discretion upon the consummation of the Business Combination (the “Discretionary 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 U.S. Bank National Association; 


 


 









 

(b)       Administer the Trust Account subject to the terms and conditions set forth herein;

 

(c)       In a timely manner, upon the written direction of the Company, direct the asset manager to invest and reinvest, in its discretion the Property 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 paragraphs (d)(1), (d)(2), (d)(3) and (d)(4) of Rule 2a-7 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; the Trustee may not invest in any other securities or assets, 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. The written direction of the Company referenced above shall constitute conclusive evidence that the investment is permitted under this Agreement;

 

(d)      Collect and receive, when due, all principal, 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 Underwriter 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 directed 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 or in connection with the preparation or completion of the audit of the Company’s financial statements by the Company’s auditors;

 

(g)       Participate in any plan or proceeding for protecting or enforcing any right or interest arising from the Property if, as and when directed 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 written
direction 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,
Chief Financial Officer 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 (less up to $100,000 of interest
to pay dissolution expenses and net of taxes payable), only as directed in the Termination Letter and the other documents referred
to therein, or (y) upon the date which is the later of (1) 18 months after the closing of the Offering (or up to 24 months  if
the Company were to exercise the six one-month extensions are described in the Prospectus) and (2) such later date as may be approved
by the Company’s shareholders in accordance with the Company’s amended and restated memorandum and articles of association,
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 (less up to $100,000 of interest to pay dissolution
expenses and net of taxes payable), shall be distributed to the Public Shareholders of record as of such date; 


 


2 









 

(j)        Upon written direction from the Company, which may be given from time to time in a form substantially similar to that attached hereto as Exhibit C (a “Tax Payment Withdrawal Instruction”), withdraw from the Trust Account and distribute to the Company the amount of interest earned on the Property in such Trust Account as directed 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, so long as there is no reduction in the principal amount per share initially deposited in the Trust Account; 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 (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 direction of the Company referenced above shall constitute conclusive evidence that the Company is entitled to said funds;

 

(k)       Upon written direction from the Company, which may be given from time to time in a form substantially similar to that attached hereto as Exhibit D (a “Shareholder Redemption Withdrawal Instruction”), the Trustee shall distribute to the remitting brokers on behalf of Public Shareholders redeeming Ordinary Shares the amount required to pay redeemed Ordinary Shares from Public Shareholders pursuant to the Company’s amended and restated memorandum and articles of association. The written direction of the Company referenced above shall constitute conclusive evidence that the distribution is permitted under this Agreement; and

 

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

 

		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 the Company’s Chief Executive Officer, Chief Financial Officer
or other authorized officer of the Company. In addition, except with respect to its duties under Sections 1(i), (j)
or (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; 


 


3 









 

(b)       Subject to Section 4 hereof, hold the Trustee harmless and indemnify the Trustee from and against any and all reasonable and documented expenses, including reasonable outside 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 it is distributed to the Company pursuant to Sections 1(i) through 1(j) hereof. 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) and as may be provided in Section 2(b) hereof;

 

(d)      In connection with any vote of the Company’s shareholders regarding a merger, share exchange, asset acquisition, share 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 shareholder meeting verifying the vote of such shareholders regarding such Business Combination;

 

(e)       Provide the Underwriter 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 Underwriter, 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 (and, at the Company’s sole discretion, the Discretionary Deferred Discount) is paid directly to the account or accounts directed by the Underwriter on behalf of the Underwriter 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)       If
the Company seeks to amend any provisions of its amended and restated memorandum and articles of association to modify the substance
or timing of the Company’s obligation to provide for the redemption of the Public Shares in connection with an initial Business
Combination or to redeem 100% of the Public Shares if the Company has not consummated an initial Business Combination within the
time period set forth therein (in each case, an “Amendment”), the Company will provide the Trustee with
a letter (an “Amendment Notification Letter”) in the form of Exhibit D providing instructions
for the distribution of funds to Public Shareholders who exercise their redemption option in connection with such Amendment. 


 


4 









 

		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. The Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Agreement, and no implied covenants or obligations shall be read into this Agreement against the Trustee. The enumeration of any permissive right or power available to the Trustee shall not be the imposition of a duty (unless and to the extent 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 written direction 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)      Take any action with respect to the investment of any Property, other than as directed in accordance with Section 1 hereof;

 

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

 

(f)       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;

 

(g)       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 , except for the Trustee’s gross negligence, fraud or willful misconduct. The Trustee may rely conclusively
and shall be protected in acting upon any direction, order, notice, demand, certificate, opinion or advice of counsel (including
counsel chosen by the Trustee with written notification to the Company, 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; 


 


5 









 

(h)       Review or verify the accuracy of the information contained in the Registration Statement;

 

(i)        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. The Trustee shall have no responsibility with respect to the Registration Statement;

 

(j)        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;

 

(k)       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, income tax obligations, except pursuant to Section 1(j) hereof; or

 

(l)        Investigate, evaluate, qualify or verify any written direction received from the Company, including without limitation, written directions 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.

 

		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 by the Company 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 









 

(c)       If the Offering is not consummated within ten (10) business days of the date of this Agreement, in which case any funds received by the Trustee from the Company or CWAM LC Sponsor LLC for purposes of funding the Trust Account shall be promptly returned to the Company or CWAM LC Sponsor LLC, as applicable.

 

		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. Except for Section 1(i), 1(j) and 1(k) hereof (which sections may not be modified, amended or deleted without the affirmative vote of sixty-five percent (65%) of the then outstanding Ordinary Shares and Class B ordinary shares, par value $0.0001 per share, of the Company, voting together as a single class; provided that no such amendment will affect any Public Shareholder who has properly elected to redeem his or her Ordinary Shares in connection with a shareholder vote to amend this Agreement to modify the substance or timing of the Company’s obligation to provide for the redemption of the Public Shares in connection with an initial Business Combination or to redeem 100% of its Ordinary Shares if the Company does not complete its initial Business Combination within the time frame specified in the Company’s amended and restated memorandum and articles of association), 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.

 

(d)      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. 


 


7 









 

(e)       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:

 

U.S. Bank, National Association 

ATTN: Alejandro Hoyos 

Address: 8 Greenway Plaza, Ste. 1100, Houston, TX 77046 

Telephone: 713.212.7576 

E-mail: alejandro.hoyos@usbank.com           

 

and

 

U.S. Bank National Association 

ATTN: Lien Nguyen 

60 Livingston Avenue, EP-MN-WS3T, St. Paul, MN 55107 

Telephone: 651-466-6103 

Facsimile: 866-691-4161 

E-mail: lien.nguyen2@usbank.com 

 

with a copy to:

 

Greenberg Traurig, LLP 

90 South 7th Street, Suite 3500 

Minneapolis, MN 55402 

Attn: Michael Fisco 

Peter Kieselbach 

fiscom@gtlaw.com 

kieselbachp@gtlaw.com

 

if to the Company, to:

 

Learn CW Investment Corporation

11755 Wilshire Blvd. 

Suite 2320 

Los Angeles, California 90025

Attn: Robert Hutter 

Email: rob@learncapital.com

 

in each case, with copies to:

 

Sidley Austin LLP 

787 Seventh Avenue

New York, New York 10019 

Attn: David Ni 

Jon W. Daly

E-mail: dni@sidley.com 

Email: jdaly@sidley.com



 


8 









 


and

 

Evercore Group L.L.C. 

55 East 52nd Street 

New York, New York 10055

 

and

 

Shearman & Sterling LLP 

599 Lexington Avenue 

New York, New York 10022 

Attn.: Ilir Mujalovic 

Email: Ilir.Mujalovic@Shearman.com

 

(f)       This Agreement may not be assigned by the Trustee without the prior consent of the Company.

 

(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 the Underwriter on behalf of the Underwriter are third-party beneficiaries 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) 


 


9 










 

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

 

	
 

	
U.S. BANK, NATIONAL ASSOCIATION


	
 

	
as Trustee


	
 

	
 

	
 


	
 

	
By:

	
/s/ Alejandro Hoyos


	
 

	
 

	
Name: Alejandro Hoyos


	
 

	
 

	
Title: Vice President




 

	
 

	
LEARN CW INVESTMENT CORPORATION


	
 

	
 

	
 


	
 

	
By:

	
/s/ Robert Hutter


	
 

	
 

	
Name: Robert Hutter


	
 

	
 

	
Title: Chief Executive Officer




 

Signature Page to
Investment Management Trust Agreement 


 



 









 

SCHEDULE A

 

	
Fee Item

	
 

	
Time and method of payment

	
 

	
Amount


	
 

	
 

	
 

	
 

	
 


	
Initial acceptance fee

	
 

	
Initial closing of IPO by wire transfer

	
 

	
$3,500.00


	
 

	
 

	
 

	
 

	
 


	
Annual fee

	
 

	
First year, initial closing of IPO by wire transfer; thereafter on the anniversary of the effective date of the IPO by wire transfer or check

	
 

	
$10,000.00


	
 

	
 

	
 

	
 

	
 


	
Transaction processing fee for disbursements to Company under Sections 1(i), (j), and (k)

	
 

	
Billed to Company following disbursement made to Company under Section 1

	
 

	
$250.00


	
 

	
 

	
 

	
 

	
 


	
Paying Agent services as required pursuant to Section 1(i) and 1(k)

	
 

	
Billed to Company upon delivery of service pursuant to Section 1(i) and 1(k)

	
 

	
Prevailing rates





 


 









 

EXHIBIT A

 

[Letterhead of Company]

 

[Insert date] 

 


U.S. Bank, National Association

8 Greenway Plaza, Ste 1100

Houston, TX 77046

Attn: Alejandro Hoyos

Email: Alejandro.hoyos@usbank.com

Copy to: lien.nguyen2@usbank.com

 

Re: Trust Account Termination Letter

 

Dear Alejandro:

 

Pursuant to Section 1(i) of the Investment Management Trust Agreement between Learn CW Investment Corporation (the “Company”) and U.S. Bank, National Association (“Trustee”), dated as of __________ (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 (or such shorter time period as you may agree) 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 to transfer the proceeds into the trust operating account at [Insert Bank Name] to the effect that, on the Consummation Date, all of the funds held in the Trust Account will be immediately available for transfer to the account or accounts that the Company shall direct on the Consummation Date. It is acknowledged and agreed that while the funds are on deposit in said trust operating account at [Insert Bank Name] 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 of the Chief Executive
Officer, Chief Financial Officer or other authorized officer of the Company, which verifies that the Business Combination has
been approved by a vote of the Company’s shareholders, if a vote is held and (b) joint written instruction signed by the
Company and the Underwriter with respect to the transfer of the funds held in the Trust Account, including payment of the
Deferred Discount 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,


	
 

	
 

	
 


	
 

	
Learn CW Investment Corporation


	
 

	
By:

	
 


	
 

	
 

	
Name:


	
 

	
 

	
Title:




 

cc: Evercore Group
L.L.C. 


 


 









 

EXHIBIT B

 

[Letterhead of Company]

 

[Insert date] 

 


U.S. Bank, National Association

8 Greenway Plaza, Ste 1100

Houston, TX 77046

Attn: Alejandro Hoyos

Email: Alejandro.hoyos@usbank.com

Copy to: lien.nguyen2@usbank.com

 

Re: Trust Account Termination Letter

 

Dear Alejandro:

 

Pursuant to Section 1(i) of the Investment Management Trust Agreement between Learn CW Investment Corporation (the “Company”) and U.S. Bank, National Association (the “Trustee”), dated as of __________ (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 the Company’s Amended and Restated Memorandum and Articles of Association, as described in the Company’s Prospectus relating to the Offering. 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 direct and authorize you to liquidate all of the assets in the Trust
Account and to transfer the total proceeds into the trust operating account at [Insert Bank Name] to await distribution
to the Public Shareholders. The Company has selected __________1 as the effective date for the purpose of determining
when the Public Shareholders will be entitled to receive their share of the liquidation proceeds. It is acknowledged that no interest
will be earned by the Company on the liquidation proceeds while on deposit in the trust operating account You agree to be the
paying agent of record (the “Paying Agent”) and, in your separate capacity as Paying Agent, agree to distribute said
funds directly to the Company’s Public Shareholders in accordance with the terms of the Trust Agreement and the Amended
and Restated Memorandum and Articles of Association 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 18
months after the closing of the Offering (or up to 24 months  if the Company were to exercise the six one-month extensions
are described in the Prospectus) or at a later date, if further extended.




 


 









c

	
 

	
Very truly yours,


	
 

	
 

	
 


	
 

	
Learn CW Investment Corporation


	
 

	
By:

	
 


	
 

	
 

	
Name:


	
 

	
 

	
Title:




cc: Evercore Group
L.L.C. 


 


 









 

EXHIBIT C

 

[Letterhead of Company]

 

[Insert date]

 

U.S. Bank, National Association

8 Greenway Plaza, Ste 1100

Houston, TX 77046

Attn: Alejandro Hoyos

Email: Alejandro.hoyos@usbank.com

Copy to: lien.nguyen2@usbank.com

 

Re: Trust Account Tax Payment Withdrawal Instruction

 

Dear Alejandro:

 

Pursuant to Section 1(j) of the Investment Management Trust Agreement between Learn CW Investment Corporation (the “Company”) and U.S. Bank, National Association (the “Trustee”), dated as of __________ (the “Trust Agreement”), the Company hereby directs 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,


	
 

	
 

	
 


	
 

	
Learn CW Investment Corporation


	
 

	
By:

	
 


	
 

	
 

	
Name:


	
 

	
 

	
Title:




cc: Evercore Group
L.L.C. 


 


 









 

EXHIBIT D

 

[Letterhead of Company]

 

[Insert date]

 

U.S. Bank, National Association

8 Greenway Plaza, Ste 1100

Houston, TX 77046

Attn: Alejandro Hoyos

Email: Alejandro.hoyos@usbank.com

Copy to: lien.nguyen2@usbank.com

 

Re: Trust Account Shareholder Redemption Withdrawal Instruction

 

Dear Alejandro:

 

Pursuant to Section 1(k) of the Investment Management Trust Agreement between Learn CW Investment Corporation (the “Company”) and U.S. Bank, National Association (the “Trustee”), dated as of __________ (the “Trust Agreement”), the Company hereby directs that you deliver to the Company’s shareholders $___________ of the principal and 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.

 

Pursuant to Section 1(k) of the Trust Agreement, this is to advise you that the Company has sought, and had approved, an Amendment. Accordingly, in accordance with the terms of the Trust Agreement, we hereby direct and authorize you to liquidate a sufficient portion of the Trust Account and to transfer $[●] of the proceeds of the Trust Account to the trust operating account at [Insert Bank Name] for distribution to the shareholders that have requested redemption of their shares in connection with such Amendment.

 

	
 

	
Very truly yours,


	
 

	
 

	
 


	
	
Learn CW Investment Corporation


	
 

	
By:

	
 


	
 

	
 

	
Name:


	
 

	
 

	
Title:




cc: Evercore Group
L.L.C.