AGREEMENT AND PLAN OF MERGER by and among MUDRICK CAPITAL ACQUISITION CORPORATION II, TITAN MERGER SUB I, INC., TITAN MERGER SUB II, LLC and BC CYAN INVESTMENT HOLDINGS INC. dated as of June 10, 2022Merger Agreement • June 13th, 2022 • Mudrick Capital Acquisition Corp. II • Retail-miscellaneous retail • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of June 10, 2022, by and among Mudrick Capital Acquisition Corporation II, a Delaware corporation (“Buyer”), Titan Merger Sub I, Inc., a Delaware corporation and direct, wholly owned subsidiary of Buyer (“First Merger Sub”), Titan Merger Sub II, LLC, a Delaware limited liability company and direct, wholly owned subsidiary of Buyer (“Second Merger Sub”), and BC Cyan Investment Holdings Inc., a Delaware corporation (the “Company”). Buyer, First Merger Sub, Second Merger Sub and the Company are collectively referred to herein as the “Parties” and individually as a “Party.” Capitalized terms used and not otherwise defined herein have the meanings set forth in Section 1.01.
June 10, 2022Sponsor Agreement • June 13th, 2022 • Mudrick Capital Acquisition Corp. II • Retail-miscellaneous retail • Delaware
Reference is made to that certain Agreement and Plan of Merger (the “Merger Agreement”), to be dated as of the date hereof, by and among BC Cyan Investment Holdings Inc., a Delaware corporation (the “Company”), Mudrick Capital Acquisition Corporation II, a Delaware corporation (“Buyer”), Titan Merger Sub I, Inc., a Delaware corporation and wholly owned subsidiary of Buyer, and Titan Merger Sub II, LLC, a Delaware limited liability company and wholly owned subsidiary of Buyer. This letter agreement (this “Letter Agreement”) is being entered into and delivered by Buyer and Mudrick Capital Acquisition Holdings II LLC, a Delaware limited liability company (the “Sponsor”), in connection with the transactions contemplated by the Merger Agreement. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Merger Agreement.
SUBSCRIPTION AND BACKSTOP AGREEMENTSubscription Agreement • June 13th, 2022 • Mudrick Capital Acquisition Corp. II • Retail-miscellaneous retail • Delaware
This SUBSCRIPTION AND BACKSTOP AGREEMENT (this “Subscription Agreement”) is entered into as of June 10, 2022, by and between Mudrick Capital Acquisition Corporation II, a Delaware corporation (the “Company”), BC Cyan Investment Holdings, Inc., a Delaware corporation (together with its affiliates and subsidiaries, “BC Cyan”), Blue Nile, Inc., a Delaware corporation (“Blue Nile”), and the undersigned funds affiliated with Mudrick Capital Management, L.P., to be designated prior to Closing (collectively, the “Subscriber”). Defined terms used but not otherwise defined herein shall have the respective meanings ascribed thereto in the Business Combination Agreement (as defined below).
SUBSCRIPTION AGREEMENTSubscription Agreement • June 13th, 2022 • Mudrick Capital Acquisition Corp. II • Retail-miscellaneous retail • Delaware
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into as of June 10, 2022, by and between Mudrick Capital Acquisition Corporation II, a Delaware corporation (the “Company”), and BC Cyan Holdings LP, a Delaware limited partnership (the “Subscriber”). Defined terms used but not otherwise defined herein shall have the respective meanings ascribed thereto in the Business Combination Agreement (as defined below).
