Exhibit 10.1


 


AMENDMENT TO INVESTMENT MANAGEMENT TRUST AGREEMENT


 


THIS AMENDMENT TO INVESTMENT
MANAGEMENT TRUST AGREEMENT (this “Amendment Agreement”), dated as of  December 20, 2022, is made by and
between Class Acceleration Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer &
Trust Company, a New York limited purpose trust company (the “Trustee”).


 


WHEREAS, the parties hereto
are parties to that certain Investment Management Trust Agreement dated as of January 14, 2021 (the “Trust Agreement”);


 


WHEREAS, Section 1(i) of
the Trust Agreement sets forth the terms that govern the liquidation of the Trust Account established for the benefit of the Company and
the Public Stockholders under the circumstances described therein;


 


WHEREAS, Section 6(c) of
the Trust Agreement provides that Section 1(i) of the Trust Agreement may only be changed, amended or modified with the affirmative vote
of at least sixty five percent (65%) of the then outstanding shares of Common Stock and Class B common stock, voting together as a single
class;


 


WHEREAS, pursuant to a special
meeting of the stockholders of the Company held on the date hereof, at least sixty five percent (65%) of the then outstanding shares of
Common Stock and Class B common stock, voting together as a single class, voted affirmatively to approve (i) this Amendment Agreement
and (ii) a corresponding amendment to the Company’s second amended and restated certificate of incorporation (the “Charter
Amendment”); and


 


WHEREAS, each of the Company
and the Trustee desires to amend the Trust Agreement as provided herein concurrently with the effectiveness of the Charter Amendment.


 


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


  


1. Definitions.
Capitalized terms contained in this Amendment Agreement, but not specifically defined herein, shall have the meanings ascribed to such
terms in the Trust Agreement.


 


2. Amendments to the Trust Agreement.


 


(a) Effective
as of the execution hereof, Section 1(i) of the Trust Agreement is hereby amended and restated in its entirety as follows:


 


“(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) upon (i) June 20, 2023 (or such earlier date as determined by the Board, in its sole discretion, and included in a
public announcement) and (ii) 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;”


 




     


     


    


 





(b) Effective
as of the execution hereof, Exhibit B of the Trust Agreement is hereby amended and restated, in the form attached hereto, to implement
a corresponding change to the foregoing amendment to Section 1(i) of the Trust Agreement.


  


3. No Further Amendment.
The parties hereto agree that except as provided in this Amendment Agreement, the Trust Agreement shall continue unmodified, in full force
and effect and constitute legal and binding obligations of the parties thereto in accordance with its terms. This Amendment Agreement
forms an integral and inseparable part of the Trust Agreement. This Amendment Agreement is intended to be in full compliance with the
requirements for an amendment to the Trust Agreement as required by Section 6(c) and Section 6(d) of the Trust Agreement, and any defect
in fulfilling such requirements for an effective amendment to the Trust Agreement is hereby ratified, intentionally waived and relinquished
by all parties hereto.


 


4. References.


 


(a) All references
to the “Trust Agreement” (including “hereof,” “herein,” “hereunder,” “hereby”
and “this Agreement”) in the Trust Agreement shall refer to the Trust Agreement as amended by this Amendment Agreement; and


 


(b) All references
to the “amended and restated certificate of incorporation” in the Trust Agreement shall mean the Company’s second amended
and restated certificate of incorporation as amended by the Charter Amendment.


 


5. Governing Law.
This Amendment 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.


 


6. Counterparts.
This Amendment 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 Amendment Agreement by electronic
transmission shall constitute valid and sufficient delivery thereof.


 


[Signature Page Follows]


 




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


 


	 	CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Trustee  
	 	 	 
	 	By:	/s/
Francis Wolf
	 	 	Name: 	 Francis Wolf
	 	 	Title: 	Vice President



 


	 	CLASS ACCELERATION CORP  
	 	 	 
	 	By:	/s/ Robert Daugherty
	 	 	Name: 	 Robert Daugherty
	 	 	Title: 	Co Executive Chairman



 




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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


 


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 January 14, 2021 (as amended, the “Trust Agreement”),
this is to advise you that the Company did not effect a Business Combination with a Target Business within the time frame specified in
the Company’s second amended and restated Certificate of Incorporation. 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 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
[   , 20 ]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 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(i) of the Trust Agreement.


 


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


 





	1	June 20, 2023 or at a later date, if extended, unless an earlier date is determined by the Company’s Board of Directors.


 


 


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