FORM OF INDEMNITY AGREEMENTIndemnity Agreement • December 3rd, 2020 • Mudrick Capital Acquisition Corp. II • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of __________, 2020, by and between Mudrick Capital Acquisition Corporation II, a Delaware corporation (the “Company”), and __________ (“Indemnitee”).
WARRANT AGREEMENT between MUDRICK CAPITAL ACQUISITION CORPORATION II and CONTINENTAL STOCK TRANSFER & TRUST COMPANYWarrant Agreement • December 11th, 2020 • Mudrick Capital Acquisition Corp. II • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of December 7, 2020, is by and between Mudrick Capital Acquisition Corporation II, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • December 11th, 2020 • Mudrick Capital Acquisition Corp. II • Blank checks • New York
Pursuant to Section 1(k) of the Investment Management Trust Agreement between Mudrick Capital Acquisition Corporation II (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of , 2020 (the “Trust Agreement”), the Company hereby requests that you deliver to the redeeming Public Stockholders of the Company $ of the principal and interest income earned on the Property as of the date hereof into a segregated account held by you on behalf of the Beneficiaries. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.
Mudrick Capital Acquisition Corporation IIMudrick Capital Acquisition Corp. II • October 9th, 2020 • Blank checks • New York
This agreement (the “Agreement”) is entered into on July 30, 2020 by and between Mudrick Capital Acquisition Holdings II LLC, a Delaware limited liability company (the “Subscriber” or “you”), and Mudrick Capital Acquisition Corporation II, a Delaware corporation (the “Company,” “we” or “us”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 8,625,000 shares of Class B common stock, $0.0001 par value per share (the “Shares”), up to 1,125,000 of which are subject to forfeiture by you if the underwriters of the initial public offering (“IPO”) of units (“Units”) of the Company, do not fully exercise their over-allotment option (the “Over-allotment Option”). The Company and the Subscriber’s agreements regarding such Shares are as follows:
Mudrick Capital Acquisition Corporation II New York, New York 10022 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • December 11th, 2020 • Mudrick Capital Acquisition Corp. II • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and between Mudrick Capital Acquisition Corporation II, a Delaware corporation (the “Company”) and Jefferies LLC, 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 31,625,000 of the Company’s units (including up to 4,125,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-half of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units will be sold in the Public Offering purs
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 11th, 2020 • Mudrick Capital Acquisition Corp. II • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 7, 2020, is made and entered into by and among Mudrick Capital Acquisition Corporation II, a Delaware corporation (the “Company”), Mudrick Capital Acquisition Holdings II LLC, a Delaware limited liability company (the “Sponsor”), and Jefferies LLC (“Jefferies”, and, together with the Sponsor 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”).
MUDRICK CAPITAL ACQUISITION CORPORATION II UNDERWRITING AGREEMENTUnderwriting Agreement • December 11th, 2020 • Mudrick Capital Acquisition Corp. II • Blank checks • New York
Introductory. Mudrick Capital Acquisition Corporation II, a Delaware corporation (the “Company”), proposes, upon the terms and conditions set forth in this agreement (this “Agreement”), to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of 27,500,000 units of the Company (the “Units”). The 27,500,000 Units to be sold by the Company are called the “Firm Securities.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 4,125,000 Units as provided in Section 2. The additional 4,125,000 Units to be sold by the Company pursuant to such option are collectively called the “Optional Securities.” The Firm Securities and, if and to the extent such option is exercised, the Optional Securities are collectively called the “Offered Securities.” Jefferies LLC (“Jefferies”) has agreed to act as representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • April 6th, 2021 • Mudrick Capital Acquisition Corp. II • Blank checks • Delaware
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of December 7, 2020 (as it may from time to time be amended, this “Agreement”), is entered into by and between Mudrick Capital Acquisition Corporation II, a Delaware corporation (the “Company”), and Mudrick Capital Acquisition Holdings II LLC, a Delaware limited liability company (the “Purchaser”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • December 11th, 2020 • Mudrick Capital Acquisition Corp. II • Blank checks • Delaware
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of December 7, 2020 (as it may from time to time be amended, this “Agreement”), is entered into by and between Mudrick Capital Acquisition Corporation II, a Delaware corporation (the “Company”), and Jefferies LLC, a Delaware limited liability company (the “Purchaser”).
AGREEMENT AND PLAN OF MERGER by and among MUDRICK CAPITAL ACQUISITION CORPORATION II, TITAN MERGER SUB I, INC., TITAN MERGER SUB II, LLC, TOPPS INTERMEDIATE HOLDCO, INC. and TORNANTE-MDP JOE HOLDING LLC dated as of April 6, 2021Letter Agreement • April 6th, 2021 • Mudrick Capital Acquisition Corp. II • Blank checks • Delaware
Mudrick Capital Acquisition Corporation IIMudrick Capital Acquisition Corp. II • December 3rd, 2020 • Blank checks • New York
This letter agreement by and between Mudrick Capital Acquisition Corporation II (the “Company”) and Mudrick Capital Acquisition Holdings II LLC (“Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the Registration Statement on Form S-1 filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) for the Company’s initial public offering 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”):
AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • May 12th, 2021 • Mudrick Capital Acquisition Corp. II • Blank checks • Delaware
THIS AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this “Amendment”), dated as of May 10, 2021 is by and among (i) Mudrick Capital Acquisition Corporation II, a Delaware corporation, (ii) Titan Merger Sub I, Inc., a Delaware corporation, (iii) Titan Merger Sub II, LLC, a Delaware limited liability company, (iv) Topps Intermediate Holdco, Inc., a Delaware corporation, and (v) Tornante-MDP Joe Holding LLC, a Delaware limited liability company (collectively, the “Parties” and each, a “Party”). Capitalized terms used but not otherwise defined in this Amendment shall have respective meanings ascribed to such terms in the Merger Agreement (as defined below).
June 10, 2022Letter 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 and Backstop 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).
BACKSTOP Subscription AgreementBackstop Subscription Agreement • April 6th, 2021 • Mudrick Capital Acquisition Corp. II • Blank checks • Delaware
This BACKSTOP SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into as of April 6, 2021, by and among Mudrick Capital Acquisition Corporation II, a Delaware corporation (the “Company”), and the undersigned parties listed as Subscribers on the signature pages hereto (each such party, a “Subscriber” and, collectively, the “Subscribers”). Defined terms used but not otherwise defined herein shall have the respective meanings ascribed thereto in the Business Combination Agreement (as defined below).
Mudrick Capital Acquisition Corporation IIPrivate Placement Warrants Purchase Agreement • December 11th, 2020 • Mudrick Capital Acquisition Corp. II • Blank checks • Delaware
This letter agreement by and between Mudrick Capital Acquisition Corporation II (the “Company”) and Mudrick Capital Acquisition Holdings II LLC (“Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the Registration Statement on Form S-1 filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) for the Company’s initial public offering 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”):
AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • August 16th, 2021 • Mudrick Capital Acquisition Corp. II • Retail-miscellaneous retail
THIS AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGER (this “Amendment No. 2”), dated as of August 15, 2021 is by and among (i) Mudrick Capital Acquisition Corporation II, a Delaware corporation, (ii) Titan Merger Sub I, Inc., a Delaware corporation, (iii) Titan Merger Sub II, LLC, a Delaware limited liability company, (iv) Topps Intermediate Holdco, Inc., a Delaware corporation, and (v) Tornante-MDP Joe Holding LLC, a Delaware limited liability company (collectively, the “Parties” and each, a “Party”). Capitalized terms used but not otherwise defined in this Amendment No. 2 shall have respective meanings ascribed to such terms in the Merger Agreement (as defined below).
April 6, 2021Letter Agreement • April 6th, 2021 • Mudrick Capital Acquisition Corp. II • Blank checks • 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 Topps Intermediate Holdco, 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, Titan Merger Sub II, LLC, a Delaware limited liability company and wholly owned subsidiary of Buyer, and Tornante-MDP Joe Holdings, LLC, a Delaware limited liability company (“Holdings”). 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 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).
Subscription AgreementSubscription Agreement • April 6th, 2021 • Mudrick Capital Acquisition Corp. II • Blank checks • Delaware
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into as of April 6, 2021, by and among Mudrick Capital Acquisition Corporation II, a Delaware corporation (the “Company”) and the undersigned (the “Subscriber” or “you”). Defined terms used but not otherwise defined herein shall have the respective meanings ascribed thereto in the Business Combination Agreement (as defined below).
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, 2022Agreement and Plan of Merger • 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.
