Classover Holdings, Inc. Sample Contracts
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 12th, 2025 • Classover Holdings, Inc. • Services-educational services
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of June 6, 2025, is by and among Classover Holdings, Inc., a Delaware corporation with offices located at 450 7th Avenue, Suite 905, New York, NY 10123 (the “Company”), and the undersigned buyers (each, a “Buyer,” and collectively, the “Buyers”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 1st, 2025 • Classover Holdings, Inc. • Services-educational services
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of April 30, 2025, is made by and between Solana Strategic Holdings LLC, a Delaware limited liability company (the “Investor”), and Classover Holdings, Inc., a company incorporated under the laws of the State of Delaware (the “Company”). The Investor and the Company may be referred to herein individually as a “Party” and collectively as the “Parties”.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 2nd, 2025 • Classover Holdings, Inc. • Services-educational services • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of May 30, 2025, is by and among Classover Holdings, Inc., a Delaware corporation with offices located at 450 7th Avenue, Suite 905, New York, NY 10123 (the “Company”), and each of the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).
EQUITY PURCHASE FACILITY AGREEMENTEquity Purchase Facility Agreement • May 1st, 2025 • Classover Holdings, Inc. • Services-educational services • Delaware
THIS EQUITY PURCHASE FACILITY AGREEMENT (this “Agreement”), dated as of April 30, 2025, is made by and between Solana Strategic Holdings LLC, a Delaware limited liability company, or its registered assigns (the “Investor”) and Classover Holdings, Inc., a Delaware corporation (the “Company”). The Investor and the Company may be referred to herein individually as a “Party” and collectively as the “Parties.”
Employment AgreementEmployment Agreement • April 10th, 2025 • Classover Holdings, Inc. • Services-educational services • New York
This Employment Agreement (this “Agreement”) is made and effective as of April 4, 2025 (the “Effective Date”), by and between Hui Luo (Stephanie) (the “Executive”) and Classover Holdings, Inc., a Delaware corporation (the “Company”).
COMPANY SUPPORT AGREEMENTCompany Support Agreement • October 28th, 2024 • Classover Holdings, Inc. • Services-educational services
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).
WARRANT ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENTWarrant Assignment, Assumption and Amendment Agreement • April 10th, 2025 • Classover Holdings, Inc. • Services-educational services • New York
This WARRANT ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT (this “Agreement”) is made as of April 4, 2025, by and among Battery Acquisition Corp, a Cayman Islands exempted company (“BFAC”), Classover Holdings, Inc., a Delaware corporation (“Pubco”), and Continental Stock Transfer & Trust Company (the “Warrant Agent”). Capitalized terms used but not defined in this Agreement shall have the respective meanings ascribed to such terms in the Business Combination Agreement (as defined below).
INSIDER SUPPORT AGREEMENTInsider Support Agreement • October 28th, 2024 • Classover Holdings, Inc. • Services-educational services
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).
CLASSOVER HOLDINGS, INC., As Issuer, AND As Trustee INDENTURE DATED AS OF [__________] [___], 20[__] SUBORDINATED DEBT SECURITIES CROSS-REFERENCE TABLE (1)Indenture • May 1st, 2026 • Classover Holdings, Inc. • Services-educational services • New York
WHEREAS, for its lawful corporate purposes, the Company has duly authorized the execution and delivery of this Indenture to provide for the issuance of subordinated debt securities (hereinafter referred to as the “Securities”), in an unlimited aggregate principal amount to be issued from time to time in one or more series as provided in this Indenture, as registered Securities without coupons, to be authenticated by the certificate of the Trustee;
PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • June 12th, 2025 • Classover Holdings, Inc. • Services-educational services
THIS PLEDGE AND SECURITY AGREEMENT, dated as of June 3, 2025 (this “Agreement”), among SOL COLLATERAL MANAGEMENT LLC, as collateral agent (the “Agent”) on behalf of the Buyers now or hereafter party to the Securities Purchase Agreement (defined below), CLASSOVER HOLDINGS, INC., a Delaware corporation with offices located at 450 7th Avenue, Suite 905, New York, New York 10123 (together with its successors and assigns, the “Company”), the other signatories hereto as debtors (together with their successors and assigns, the Company and any other debtor parties party to this Agreement from time to time, or joined hereto pursuant to the Securities Purchase Agreement, collectively, the “Debtors”, and each individually, a “Debtor”).
INDEPENDENT CONTRACTOR AGREEMENTIndependent Contractor Agreement • October 28th, 2024 • Classover Holdings, Inc. • Services-educational services • New York
This INDEPENDENT CONTRACTOR AGREEMENT (this “Agreement”) is made and entered into as of (the “Effective Date”), by and between CLASS OVER INC., (the “Company”), and (Print Legal Name), an individual (the “Contractor”)., having an address at .
VOTING AGREEMENTVoting Agreement • June 12th, 2025 • Classover Holdings, Inc. • Services-educational services • New York
This VOTING AGREEMENT, dated as of June 6, 2025 (this “Agreement”), by and among Classover Holdings, Inc., a Delaware corporation with offices located at 450 7th Avenue, Suite 905, New York, NY 10123 (the “Company”) and the Shareholder identified on the signature pages hereto (the “Shareholder”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Securities Purchase Agreement (defined below).
SUBLEASE AGREEMENTSublease Agreement • October 28th, 2024 • Classover Holdings, Inc. • Services-educational services • New York
This Sublease Agreement (this "sublease") is entered into as of the 111 day of July, 2024 (the "Effective Date") by and between Class Over Inc ("Tenant") and Dream Legal Group Inc ("Subtenant"). Each Tenant and Subtenant may be referred to Individually as a "party" and collectively as the "Parties":
WAIVER AGREEMENTWaiver Agreement • July 21st, 2025 • Classover Holdings, Inc. • Services-educational services
This letter agreement (this “Agreement”) is entered into as of July 18, 2025, by and between Classover Holdings, Inc., a Delaware corporation (the “Company”), and Solana Growth Ventures LLC (the “Investor”), with reference to the following facts:
INDEMNIFICATION AGREEMENTIndemnification Agreement • April 10th, 2025 • Classover Holdings, Inc. • Services-educational services • Delaware
This INDEMNIFICATION AGREEMENT (this “Agreement”), dated as of the date set forth on the signature page hereto, is made by and between Classover Holdings, Inc., a Delaware corporation (the “Company”), and the person set forth under the caption “Indemnitee” on the signature page hereto (“Indemnitee”).
AMENDMENT TO EQUITY PURCHASE FACILITY AGREEMENTEquity Purchase Facility Agreement • July 21st, 2025 • Classover Holdings, Inc. • Services-educational services
This Amendment to the Equity Purchase Facility Agreement is entered into as of July 21, 2025 by and among Classover Holdings, Inc., a Delaware corporation (the “Company”), and Solana Strategic Holdings LLC, a Delaware limited liability company (the “Investor”). Each of the Company and the Investor are referred to herein, individually, as a “Party” and, collectively, as the “Parties”.
CLASSOVER HOLDINGS INC. LOCK-UP AGREEMENTLock-Up Agreement • July 7th, 2025 • Classover Holdings, Inc. • Services-educational services
This Lock-up Agreement (this “Agreement”) is dated as of June 30, 2025 by and among Classover Holdings Inc., a Delaware corporation (the “Company”), on the one hand, and Silver Run Group, LLC (“SRG”) for itself and on behalf of its managers, members and affiliates (each a “Holder” and collectively the “Holders”), on the other hand. The Company and the Holders are collectively referred to herein as the “Parties.” Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to such terms in the APA (as defined below).
WAIVER AGREEMENTWaiver Agreement • May 14th, 2025 • Classover Holdings, Inc. • Services-educational services
This letter agreement (this “Agreement”) is entered into as of May 13, 2025, by and between Classover Holdings, Inc., a Delaware corporation (the “Company”), and the investor signatory hereto (the “Holder”), with reference to the following facts:
EXCHANGE AGREEMENTExchange Agreement • October 15th, 2025 • Classover Holdings, Inc. • Services-educational services • New York
This Exchange Agreement (this “Agreement”) is made and entered into as of _________ __, 2025 (the “Effective Date”), by and among Classover Holdings, Inc., a Delaware corporation (the “Company”), and _________ (the “Holder” and, together with the Company, the “parties”).
WAIVER AGREEMENTWaiver Agreement • June 2nd, 2025 • Classover Holdings, Inc. • Services-educational services
This letter agreement (this “Agreement”) is entered into as of May 30, 2025, by and between Classover Holdings, Inc., a Delaware corporation (the “Company”), and the holder of Series A Preferred Stock signatory hereto (the “Holder”), with reference to the following facts:
EXCHANGE AGREEMENTExchange Agreement • December 30th, 2025 • Classover Holdings, Inc. • Services-educational services
This Exchange Agreement (the “Agreement”) is entered into as of the date set forth on the signature pages below, by and among Classover Holdings, Inc., a Nevada corporation (or any successor thereto, the “Company”) and the investor signatory hereto (the “Holder”),1 with reference to the following facts:
WAIVER AGREEMENTWaiver Agreement • September 17th, 2025 • Classover Holdings, Inc. • Services-educational services
This letter agreement (this “Agreement”) is entered into as of September 16, 2025, by and between Classover Holdings, Inc., a Delaware corporation (the “Company”), and Solana Growth Ventures LLC (the “Investor”), with reference to the following facts:
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • July 7th, 2025 • Classover Holdings, Inc. • Services-educational services • New York
This ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of June 30, 2025, is entered into by and among SILVER RUN GROUP, LLC, a Delaware limited liability company (“SRG”), and its wholly owned subsidiary DEER CREEK IP, LLC, a Delaware limited liability company (“Company”), and CLASSOVER HOLDINGS, INC., a Delaware corporation (“Buyer”).