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, 2024Agreement and Plan of Merger • 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.”
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).
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).
