AGREEMENT AND PLAN OF MERGER by and among MULTELEMENTS LIMITED DIVERSEFUTURE LIMITED and BLUECITY HOLDINGS LIMITED Dated as of April 30, 2022Merger Agreement • May 2nd, 2022 • Ma Baoli • Services-computer processing & data preparation • New York
This Agreement and Plan of Merger (this “Agreement”), dated as of April 30, 2022, is made by and among Multelements Limited, an exempted company incorporated with limited liability under the Laws of the Cayman Islands (“Parent”); Diversefuture Limited, an exempted company incorporated with limited liability under the Laws of the Cayman Islands and a wholly-owned Subsidiary of Parent (“Merger Sub”); and BlueCity Holdings Limited, an exempted company incorporated with limited liability under the Laws of the Cayman Islands (the “Company”). Each of Parent, Merger Sub and the Company is referred to herein as a “Party” and collectively as the “Parties.” All capitalized terms used in this Agreement shall have the meaning ascribed to such terms in Section 1.01 or as otherwise defined elsewhere in this Agreement, unless the context clearly provides otherwise.
LIMITED GUARANTEELimited Guarantee • May 2nd, 2022 • Ma Baoli • Services-computer processing & data preparation • New York
This LIMITED GUARANTEE, dated as of April 30, 2022 (this “Limited Guarantee”), is made by Metaclass Management ELP (the “Guarantor”) in favor of BlueCity Holdings Limited, an exempted company incorporated with limited liability incorporated under the Laws of the Cayman Islands (the “Guaranteed Party”). Each capitalized term used and not defined herein shall have the meaning ascribed to it in the Merger Agreement (as defined below), except as otherwise provided herein.
ASSIGNMENT AGREEMENTAssignment Agreement • April 20th, 2022 • Ma Baoli • Services-computer processing & data preparation • Hong Kong
This ASSIGNMENT AGREEMENT (this “Agreement”) dated as of April 18, 2022 (the “Effective Date”) is between Spriver Tech Limited (the “Assignor”) and Metaclass Management ELP (the “Assignee”).
SUPPORT AGREEMENTSupport Agreement • May 2nd, 2022 • Ma Baoli • Services-computer processing & data preparation • New York
This SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of April 30, 2022 by and among Multelements Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands (“Parent”) and certain shareholders of BlueCity Holdings Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Company”), listed on Schedule A hereto (each, a “Shareholder” and collectively, the “Shareholders”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).
JOINT FILING AGREEMENTJoint Filing Agreement • May 2nd, 2022 • Ma Baoli • Services-computer processing & data preparation
Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the “Exchange Act”) the undersigned hereby agree to the joint filing on behalf of each of them of any filing required by such party under Section 13 of the Exchange Act or any rule or regulation thereunder (including any amendment, restatement, supplement, and/or exhibit thereto) with respect to securities of BlueCity Holdings Limited, a Cayman Islands exempted company, and further agree to the filing, furnishing, and/or incorporation by reference of this Agreement as an exhibit thereto. Each of them is responsible for the timely filing of such filings and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that s
CONSORTIUM AGREEMENTConsortium Agreement • January 4th, 2022 • Ma Baoli • Services-computer processing & data preparation • Hong Kong
THIS CONSORTIUM AGREEMENT is made as of January 2, 2022 (the “Agreement”), by and between Mr. Baoli Ma (the “Founder”, together with Additional Rollover Shareholders (as defined below), the “Rollover Shareholders”) and Spriver Tech Limited (the “Sponsor”). Each of the Rollover Shareholders and the Sponsor is referred to as a “Party”, and collectively, the “Parties”. Unless otherwise defined herein, capitalized terms used herein shall have the meanings assigned to them in Section 1.1 hereof.
Joint Filing StatementJoint Filing Statement • July 16th, 2020 • Ma Baoli • Services-computer processing & data preparation
We, the undersigned, hereby express our agreement that the attached Schedule 13D is, and any further amendments thereto signed by or on behalf of each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. This agreement may be terminated with respect to the obligations to jointly file future amendments to such statement on Schedule 13D as to any of the undersigned upon such person giving written notice thereof to each of the other persons signatory hereto, at the principal office thereof.
INTERIM INVESTORS AGREEMENTInterim Investors Agreement • May 2nd, 2022 • Ma Baoli • Services-computer processing & data preparation • New York
This INTERIM INVESTORS AGREEMENT (the “Agreement”) is made as of April 30, 2022, by and among (i) Multelements Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands (“Parent”), (ii) Diversefuture Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands and a wholly-owned subsidiary of Parent (“Merger Sub”), (iii) Mr. Baoli Ma (the “Founder”), and (iv) each of the persons set forth in Schedule I hereto (together with the Founder, each an “Investor” and collectively the “Investors” and, together with Parent and Merger Sub and other parties that join this Agreement by executing a joinder in substantially the form of Exhibit A attached hereto, each a “Party” and collectively the “Parties”).
April 30, 2022Equity Financing Commitment • May 2nd, 2022 • Ma Baoli • Services-computer processing & data preparation • New York
Reference is made to the Agreement and Plan of Merger, dated on or about the date hereof (as may be amended, restated, modified or supplemented from time to time, the “Merger Agreement”), by and among Multelements Limited, an exempted company incorporated with limited liability under the Laws of the Cayman Islands (“Parent”), Diversefuture Limited, an exempted company incorporated with limited liability under the Laws of the Cayman Islands and a wholly-owned subsidiary of Parent (“Merger Sub”), and BlueCity Holdings Limited, an exempted company incorporated with limited liability under the Laws of the Cayman Islands (the “Company”), pursuant to which, upon the terms and subject to the conditions set forth therein, Merger Sub will merge with and into the Company (the “Merger”), with the Company surviving the Merger as a direct wholly-owned subsidiary of Parent. Capitalized or other terms used and not defined herein but defined in the Merger Agreement shall have the meanings ascribed to
