EX-10.3





 Exhibit 10.3 

INVESTMENT MANAGEMENT TRUST AGREEMENT 

This INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Agreement”) is made and entered into effective as of
[●], 2022, by and between Noble Education Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, LLC, a New York corporation (the
“Trustee”). 
 WHEREAS, the Company’s registration statement on Form
S-1, No. 333-265146 (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, having a par value of $0.0001 per share (the “Class A
Common Stock”), one right, with each right entitling the holder thereof to receive one-tenth of one share of Class A Common Stock, and one redeemable warrant, with each warrant entitling the
holder thereof to purchase one share of Class A 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; 
 WHEREAS, the Company has entered into an Underwriting Agreement (the “Underwriting Agreement”)
with EF Hutton, division of Benchmark Investments, LLC formerly known as Kingswood Capital Markets, division of Benchmark Investments, LLC, as representative (the “Representative”) of the several underwriters (the
“Underwriters”); 
 WHEREAS, as described in the Prospectus, $101,500,000 of the gross proceeds of the
Offering and sale of the Private Placement Warrants (as defined in the Underwriting Agreement) (or ($116,725,000 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 Class A 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 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”); 

WHEREAS, pursuant to the Underwriting Agreement, a portion of the Property equal to $3,500,000 or $4,025,000 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 J.P. Morgan Chase Bank, N.A. (or at another U.S. chartered commercial bank with consolidated assets of $100 billion or more) in the United States, maintained by the Trustee 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 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 while the account
funds are invested or uninvested, the Trustee may earn bank credits or other consideration; 

  
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 (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 its Chief Executive Officer, Chief Financial Officer, Secretary or Co-Chairmen of the board of directors of the Company
(the “Board”) or other authorized officer of the Company, and, in the case of 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, only as directed in the Termination Letter and the other documents referred to therein, or (y) upon the date which is the later of (i) 18
months after the closing of the offering or (ii) such later date as may be approved by the Company’s shareholders in accordance with the Company’s amended and restated certificate of incorporation, 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 Shareholders 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. The written request of the Company in the form of Exhibit C 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 (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); 
 (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 to the Public Shareholders of record as of such date the amount requested by the Company to be used to redeem Class A Common
Stock from Public Shareholders properly submitted in connection with a shareholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation (a) to modify the substance or timing of the Company’s
obligation to redeem 100% of the Class A Common Stock included in the Units sold in the Offering if the Company has not consummated an initial Business Combination within such time as is described in the Company’s amended and restated
certificate of incorporation or (b) with respect to any other provisions relating to shareholders’ rights or pre-initial Business Combination activity. 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

  
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 (l) Not make any withdrawals or distributions from the Trust Account other than 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 Co-Chairmen of the Board, Chief Executive Officer, Chief Financial Officer 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 or delayed. 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 or delayed. 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 consummation of the Business Combination (as 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
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 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 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) 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;
 (g) Within four (4) business days after the Underwriters exercise
the over-allotment option (or any unexercised portion thereof) or such over-allotment option 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 $3,500,000; and


  
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 (h) 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. 

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 reasonable 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) and 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 

  
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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 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 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. 

(d) 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 shares of Class A Common Stock and Class B common stock, having a nominal or par value of $0.0001 per share, of the Company (the
“Class B Common Stock”), 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
Class A Common Stock 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 Class A Common Stock in connection with an initial
Business Combination or an amendment or to redeem 100% of its Class A Common Stock if the Company does not complete its initial Business Combination within the time frame specified in the Company’s amended and restated certificate of
incorporation), 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.

(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. 

  
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 (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 facsimile or email transmission: 

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 

Email: cgonzalez@continentalstock.com 
 if to the
Company, to: 
 Noble Education Acquisition Corp. 

1000 Brickell Plaza, Unit 3005 

Miami, FL 33131 
 Email:
david@neatacquisition.com 
 Attn.: David Noble, Chief Executive Officer and Co-Chairman 

in each case, with copies to: 
 Goodwin Procter
LLP 
 The New York Times Building 

620 Eight Avenue 
 New York, NY
10018 
 Attn.: Thomas Levato, Esq. 

Telephone No.: (212) 813-8800 

Email: tlevato@goodwinlaw.com 
 and 

EF Hutton, division of Benchmark Investments, LLC 

590 Madison Avenue 
 39th Floor 
 New York, NY 10022 

Attn.: Legal Department 
 and 

McDermott Will & Emery LLP 

One Vanderbilt Avenue 
 New York,
NY 10017 
 Attention: Robert H. Cohen, Esq. 

Telephone No.: (212) 547-5400 

Email: rcohen@mwe.com
 (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. 

  
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 (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 Representative, 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
	
	NOBLE EDUCATION ACQUISITION CORP.
		
	By:	 	  

	Name:	 	David Noble
	Title:	 	Chief Executive Officer and Co-Chairman


 [Signature Page to Investment Management Trust Agreement] 












 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), 1(j)
and 1(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] 
 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, by and
between Noble Education Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [●], 2022 (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 (or such shorter time period as you may agree) (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 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 Account 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 J.P. Morgan 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 certification
by the Chief Executive Officer of the vote with an affidavit which verifies that the Business Combination has been approved by a vote of the Company’s shareholders, if a vote is held and (b) a 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 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 written instruction as soon thereafter as possible. 












 
			
	Very truly yours,
	
	Noble Education Acquisition Corp.
		
	By:	 	          

	Name:	 	
	Title:	 	


  

			
	EF Hutton, division of Benchmark Investments, LLC
		
	By:	 	          

	Name:	 	
	Title:	 	













 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, by and between
Noble Education Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [●], 2022 (the “Trust Agreement”),
this is to advise you that the Company has been unable to effect a business combination with a Target Business within the time frame specified in the Company’s amended and restated certificate of incorporation, 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 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 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. 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
Shareholders 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. 

 

	(1) 	 18 months from the closing of the Offering or at a later date, if extended. 



 

			
	Very truly yours,
	
	Noble Education Acquisition Corp.
		
	By:	 	          

	Name:	 	
	Title:	 	














 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 - Tax Payment Withdrawal Instruction 

Dear Mr. Wolf and Ms. Gonzalez: 

Pursuant to Section 1(j) of the Investment Management Trust Agreement, by and between Noble Education Acquisition Corp. (the
“Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [●], 2022 (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,
	
	Noble Education Acquisition Corp.
		
	By:	 	          

	Name:	 	
	Title:	 	














 EXHIBIT D 

[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 - Shareholder Redemption Withdrawal Instruction 

Dear Mr. Wolf and Ms. Gonzalez 

Pursuant to Section 1(k) of the Investment Management Trust Agreement, by and between Noble Education Acquisition Corp. (the
“Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [●], 2022 (the “Trust Agreement”), the Company hereby requests that you
deliver to the redeeming Public Shareholders $[            ] of the principal and interest income earned on the Property as of the date hereof into a segregated account held by you on
behalf of the Beneficiaries. 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 an amendment. Accordingly,
in accordance with the terms of the Trust Agreement, we hereby 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 J.P. Morgan Chase Bank, N.A. for distribution to the shareholders that have requested redemption of their shares in connection with such amendment. 

 

			
	Very truly yours,
	
	Noble Education Acquisition Corp.
		
	By:	 	          

	Name:	 	
	Title: