WARRANT AGREEMENTWarrant Agreement • January 21st, 2021 • Class Acceleration Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of January 14, 2021, is by and between Class Acceleration Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • January 21st, 2021 • Class Acceleration Corp. • Blank checks • New York
22,500,000 Units Class Acceleration Corp. UNDERWRITING AGREEMENTUnderwriting Agreement • January 21st, 2021 • Class Acceleration Corp. • Blank checks • New York
Class Acquisition Corporation San Diego, CA 92123Class Acceleration Corp. • December 30th, 2020 • Blank checks • New York
This agreement (the “Agreement”) is entered into on the date hereof by and between Class Acquisition Sponsor LLC, a Delaware limited liability company (the “Subscriber” or “you”), and Class Acquisition Corporation, a Delaware corporation (the “Company”, “we” or “us”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 6,468,750 shares of Class B common stock, $0.0001 par value per share (the “Shares”), up to 843,750 of which are subject to forfeiture by you if the underwriters of the initial public offering (“IPO”) of units (“Units”) of the Company, do not fully exercise their over-allotment option (the “Over-allotment Option”). The Company and the Subscriber’s agreements regarding such Shares are as follows:
January 14, 2021Letter Agreement • January 21st, 2021 • Class Acceleration Corp. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Class Acceleration Corp., a Delaware corporation (the “Company”), and Oppenheimer & Co. Inc., as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 25,875,000 of the Company’s units (including up to 3,375,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-half of one redeemable warrant. Each whole warrant (a “Warrant”) entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units will be sold in the Public Offering pursuant to a registration state
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 21st, 2021 • Class Acceleration Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of January 14, 2021, is made and entered into by and among Class Acceleration Corp., a Delaware corporation (the “Company”) and Class Acceleration Sponsor LLC, a Delaware limited liability company (the “Sponsor,” together with any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
FORM OF INDEMNITY AGREEMENTForm of Indemnity Agreement • January 8th, 2021 • Class Acceleration Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [ ], 2021, by and between Class Acceleration Corp., a Delaware corporation (the “Company”), and (“Indemnitee”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • January 21st, 2021 • Class Acceleration Corp. • Blank checks • New York
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”).
Class Acceleration Corp.Class Acceleration Corp. • January 21st, 2021 • Blank checks • New York
This letter agreement by and between Class Acceleration Corp. (the “Company”) and Class Acceleration Sponsor LLC (the “Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on The New York Stock Exchange (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
Class Acceleration Corp.Class Acceleration Corp. • January 8th, 2021 • Blank checks • New York
This letter agreement by and between Class Acceleration Corp. (the “Company”) and Class Acceleration Sponsor LLC (the “Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on The New York Stock Exchange (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
AMENDMENT TO INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • December 27th, 2022 • Class Acceleration Corp. • Blank checks • New York
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”).
