REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 20th, 2021 • Battery Future Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 14, 2021, is made and entered into by and among Battery Future Acquisition Corp., a Cayman Islands exempted company (the “Company”), Battery Future Sponsor LLC, a Delaware limited liability company (the “Sponsor”), Pala Investments Limited, a Jersey limited liability company (“Pala”), Cantor Fitzgerald & Co. (“Cantor”), Roth Capital Partners, LLC (“Roth”) and each of the undersigned parties listed on the signature page hereto under “Holders” (each such party, together with the Sponsor, Pala, Cantor and Roth and 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”).
WARRANT AGREEMENTWarrant Agreement • December 20th, 2021 • Battery Future Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of December 14, 2021, is by and between Battery Future Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”, and also referred to herein as the “Transfer Agent”).
UNDERWRITING AGREEMENT between BATTERY FUTURE ACQUISITION CORP. and CANTOR FITZGERALD & CO. As Representative of the Underwriters Dated: December 14, 2021Underwriting Agreement • December 20th, 2021 • Battery Future Acquisition Corp. • Blank checks • New York
The undersigned, Battery Future Acquisition Corp., a Cayman Islands exempted company (the “Company”), hereby confirms its agreement with Cantor Fitzgerald & Co. (“Cantor” or the “Representative”) and with the other underwriters named on Schedule A hereto (if any), for which the Representative is acting as representative (the Representative and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter”) as follows:
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • December 20th, 2021 • Battery Future Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of December 14, 2021 by and between Battery Future Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
NON-REDEMPTION AGREEMENT AND ASSIGNMENT OF ECONOMIC INTERESTNon-Redemption Agreement and Assignment of Economic Interest • October 24th, 2023 • Battery Future Acquisition Corp. • Blank checks • New York
This Non-Redemption Agreement and Assignment of Economic Interest (this “Agreement”) is entered as of [ ], 2023 by and among Battery Future Acquisition Corp., a Cayman Islands exempted company (“BFAC” or the “Company”), Battery Future Sponsor LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned investor[s] ([collectively,] the “Investor”).
Battery Future Acquisition Corp. Miami, Florida 33127Securities Purchase Agreement • December 20th, 2021 • Battery Future Acquisition Corp. • Blank checks • New York
Battery Future Acquisition Corp., a Cayman Islands exempted company (the “Company”), is pleased to accept the offer made by Pala Investments Limited, a Jersey limited liability company (“Purchaser” or “you”), in connection with Cantor Fitzgerald & Co.’s and Roth Capital Partners LLC’s exercise of their over-allotment option with respect to the initial public offering (“IPO”) of the Company’s units, each comprised of one Class A ordinary share, par value $0.0001 per share, of the Company (“Class A Shares”) and one-half of one redeemable warrant (with each whole redeemable warrant entitling the holder thereof to purchase one Class A Share) (“Units”), to purchase (i) 95,000 private placement warrants (the “Private Placement Warrants”), with each Private Placement Warrant entitling the holder thereof to purchase one Class A Share (as defined below) at an exercise price of $11.50 per share, and (ii) an amount of Class B ordinary shares, par value $0.0001 per share, of the Company (“Founder
Battery Future Acquisition Corp. Miami, Florida 33127 USAAdministrative Services Agreement • April 1st, 2022 • Battery Future Acquisition Corp. • Blank checks • New York
This letter agreement (this “Agreement”) by and between Battery Future Acquisition Corp. (the “Company”) and Battery Future Sponsor LLC (“Battery 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”):
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 26th, 2024 • Battery Future Acquisition Corp. • Blank checks
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [___], 2024, is by and among Classover Holdings, Inc., a Delaware corporation (the “Company”), and the undersigned buyers (each, a “Buyer,” and collectively, the “Buyers”).
AGREEMENT AND PLAN OF MERGER by and among BATTERY FUTURE ACQUISITION CORP., CLASSOVER HOLDINGS, INC., BFAC MERGER SUB 1, CORP., BFAC MERGER SUB 2 CORP. and CLASS OVER INC. dated as of May 12, 2024Merger Agreement • May 15th, 2024 • Battery Future Acquisition Corp. • Blank checks • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of May 12, 2024, by and among Battery Future Acquisition Corp., a Cayman Islands exempted company (“Acquiror”), Classover Holdings Inc., a Delaware corporation and wholly-owned subsidiary of Acquiror (“Pubco”), BFAC Merger Sub 1, Corp. a Delaware corporation and wholly-owned subsidiary of Pubco (“Merger Sub 1”), BFAC Merger Sub 2, Corp., a Delaware corporation and wholly-owned subsidiary of Pubco (“Merger Sub 2” and, together with Merger Sub 1, the “Merger Subs”), and Class Over Inc., a Delaware corporation (the “Company”). Acquiror, Pubco, the Merger Subs and the Company are collectively referred to herein as the “Parties” and each individually as a “Party.”
AMENDMENT TO THE INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • June 12th, 2023 • Battery Future Acquisition Corp. • Blank checks
This Amendment No. 1 (this “Amendment”), dated as of June 12, 2023, to the Investment Management Trust Agreement (as defined below) is made by and between Battery Future Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company, as trustee (“Trustee”). All terms used but not defined herein shall have the meanings assigned to them in the Trust Agreement.
NON-REDEMPTION AGREEMENT AND ASSIGNMENT OF ECONOMIC INTERESTNon-Redemption Agreement and Assignment of Economic Interest • May 7th, 2024 • Battery Future Acquisition Corp. • Blank checks • New York
This Non-Redemption Agreement and Assignment of Economic Interest (this “Agreement”) is entered as of [ ], 2024 by and among Battery Future Acquisition Corp., a Cayman Islands exempted company (“BFAC” or the “Company”), ___________ (the “Insider”), and the undersigned investor[s] ([collectively, ]the “Investor”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 26th, 2024 • Battery Future Acquisition Corp. • Blank checks • Delaware
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of November 22, 2024, is by and among Classover Holdings, Inc., a Delaware corporation with offices located at 8 The Green, #18195, Dover, Delaware 19901 (the “Company”), Battery Future Acquisition Corp., a Cayman Islands exempted company (the “SPAC”), Class Over Inc., a Delaware corporation (the “Target”, and together with the Company and the SPAC, the “BC Parties”) and each of the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).
WARRANT TERMINATION AGREEMENTWarrant Termination Agreement • January 18th, 2024 • Battery Future Acquisition Corp. • Blank checks • New York
This WARRANT TERMINATION AGREEMENT (this “Agreement”) is made by and between Battery Future Acquisition Corp. (the “Company” or “SPAC”), and [________________] (the “Warrant Holder”) as of January 16, 2023. The Warrant Holder and the Company will be referred to individually as a “Party” and collectively as the “Parties.”
PROPOSED AMENDMENT TO THE INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • November 15th, 2023 • Battery Future Acquisition Corp. • Blank checks
This Amendment No. 2 (this “Amendment”), dated as of November 14, 2023, to the Investment Management Trust Agreement (as defined below) is made by and between Battery Future Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company, as trustee (“Trustee”). All terms used but not defined herein shall have the meanings assigned to them in the Trust Agreement.
JOINDER TO LETTER AGREEMENT AND REGISTRATION RIGHTS AGREEMENTJoinder to Letter Agreement and Registration Rights Agreement • January 18th, 2024 • Battery Future Acquisition Corp. • Blank checks
Reference is made to that certain Share Purchase Agreement, dated as of January 16, 2024 (the “Agreement”), by and among Camel Bay, LLC (“Investor”), Battery Future Acquisition Corp. (the “Company”), Battery Future Sponsor LLC (the “BFAC Sponsor”) and Pala Investment Limited (“Pala”, together with BFAC Sponsor, the “Sponsors”), pursuant to which Investor shall be entitled to acquire Class B Ordinary Shares of the SPAC, par value $0.0001 per share (the “Founder Shares”), of the Company from the Sponsors. Capitalized terms used and not otherwise defined herein shall have the meanings given to such terms in the Agreement.
DEBT FORGIVENESS AGREEMENT AND CANCELLATION OF NOTEDebt Forgiveness Agreement • January 18th, 2024 • Battery Future Acquisition Corp. • Blank checks • New York
This DEBT FORGIVENESS AGREEMENT AND CANCELLATION OF NOTE (this “Agreement”) is made by and between Battery Future Acquisition Corp. (the “Company” or “SPAC”), and [________________] (the “Noteholder”) as of January 16, 2024. The Noteholder and the Company will be referred to individually as a “Party” and collectively as the “Parties.”
COMPANY SUPPORT AGREEMENTCompany Support Agreement • May 15th, 2024 • Battery Future Acquisition Corp. • Blank checks
This COMPANY SUPPORT AGREEMENT (this “Agreement”), dated as of May 12, 2024, is made by and among the stockholders listed on Exhibit A hereto (each, a “Stockholder”), Battery Future Acquisition Corp., a Cayman Islands exempted company (the “Acquiror”), and Class Over Inc., a Delaware corporation (the “Company”). The Stockholders, the Acquiror and the Company are sometimes referred to herein collectively as the “Parties” and individually as a “Party.” Capitalized terms used and not defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).
Battery Future Acquisition Corp. Miami, Florida 33127Underwriting Agreement • December 20th, 2021 • Battery Future Acquisition 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 Battery Future Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Cantor Fitzgerald & Co., 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 up to 34,500,000 of the Company’s units (including up to 4,500,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary Shares”), and one-half of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment as described in the Prospectus (as def
PERSONAL AND CONFIDENTIAL January 12, 2024 Battery Future Acquisition Corp.Business Combination Marketing Agreement • January 18th, 2024 • Battery Future Acquisition Corp. • Blank checks
Battery Future Acquisition Corp. Miami, Florida 33127Securities Purchase Agreement • December 20th, 2021 • Battery Future Acquisition Corp. • Blank checks • New York
Battery Future Acquisition Corp., a Cayman Islands exempted company (the “Company”), is pleased to accept the offer made by Roth Capital Partners, LLC (“Purchaser”), to purchase (i) 1,000,000 warrants (the “Private Placement Warrants”), with each Private Placement Warrant entitling the holder thereof to purchase one Class A Ordinary Share (as defined below) at an exercise price of $11.50 per share and (ii) an amount of Class B ordinary shares, par value $0.0001 per share of the Company (the “Founder Shares”) equal to 300,000 Founder Shares (the “Shares”) in connection with the initial public offering (“IPO”) of the Company’s units, each comprised of one Class A ordinary share, par value $0.0001 per share, of the Company (“Class A Ordinary Shares”) and one half of one redeemable warrant to purchase one Class A Ordinary Share of the Company (“Units”). The terms of the sale by the Company of the Shares and the Private Placement Warrants (together, the “Securities”) to Purchaser are as fol
INSIDER SUPPORT AGREEMENTInsider Support Agreement • May 15th, 2024 • Battery Future Acquisition Corp. • Blank checks
This INSIDER SUPPORT AGREEMENT (this “Agreement”), dated as of May 12, 2024, is made by and among Camel Bay, LLC, a Delaware limited partnership (“Insider”), Battery Future Acquisition Corp., a Cayman Islands exempted company (the “Acquiror”), Class Over Inc., a Delaware corporation (the “Company”). Insider, the Acquiror and the Company are sometimes referred to herein collectively as the “Parties” and individually as a “Party.” Capitalized terms used and not defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTWarrant Purchase Agreement • December 20th, 2021 • Battery Future Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of December 14, 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and among Battery Future Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Battery Future Sponsor LLC, a Delaware limited liability company (the “Sponsor”) and Cantor Fitzgerald & Co. (“Cantor” and together with the Sponsor, the “Purchasers”).
Cantor Fitzgerald & Co. Roth Capital Partners, LLC 499 Park Avenue 888 San Clemente Dr. New York, New York 10022 Newport Beach, California 92660Advisory Agreement • December 20th, 2021 • Battery Future Acquisition Corp. • Blank checks • New York
In addition, with respect to any Claim in which the Company assumes the defense, the Indemnified Person shall have the right to participate in such Claim and to retain his, her or its own counsel therefor at his, her or its own expense.
SHARE PURCHASE AGREEMENTShare Purchase Agreement • January 18th, 2024 • Battery Future Acquisition Corp. • Blank checks • New York
THIS SHARE PURCHASE AGREEMENT (this “Agreement”), dated as of January 16, 2024, is made by and between BATTERY FUTURE ACQUISITION CORP. (the “SPAC” or the “Company”), BATTERY FUTURE SPONSOR LLC (“BFAC Sponsor”), PALA INVESTMENTS LIMITED (“Pala”, together with BFAC Sponsor, the “Sellers” or “Sponsors”), and CAMEL BAY, LLC (the “Buyer”). Each of Buyer, SPAC and the Sellers are referred to herein as a “Party” and together as the “Parties.”
FEE REDUCTION AGREEMENT January 11, 2024Fee Reduction Agreement • January 18th, 2024 • Battery Future Acquisition Corp. • Blank checks
WHEREAS, pursuant to that certain business combination marketing agreement, dated December 14, 2021 (as it may be amended from time to time, the “BCMA”), by and among Battery Future Acquisition Corp., a Cayman Islands exempted company (together with its successors, the “Company”), Cantor Fitzgerald & Co. (“CF&CO”) and Roth Capital Partners, LLC, the Company previously agreed to pay to CF&CO an aggregate cash amount of $13,800,000 as a marketing fee (the “Original Marketing Fee”) upon the consummation of a Business Combination, as contemplated by the final prospectus of the Company, filed with the Securities and Exchange Commission (the “SEC”) (File No. 333-261373), and dated December 14, 2021. Capitalized terms used herein and not defined shall have the respective meanings ascribed to such terms in the BCMA. All references to the “Company” herein shall also refer to the publicly-traded surviving or successor entity to the Company following the consummation of any Business Combination (
