LOAN AND SECURITY AGREEMENTLoan and Security Agreement • March 28th, 2022 • Bullish • Finance services • New York
THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) is made effective January 13, 2022 (the “Effective Date”) between Bullish Global, an exempted company incorporated in the Cayman Islands with limited liability (the “Borrower”), and NYDIG FUNDING LLC, a Delaware limited liability company (the “Lender”).
MASTER LOAN AGREEMENTMaster Loan Agreement • March 28th, 2022 • Bullish • Finance services
This Master Loan Agreement (“Agreement”) is made on January 5th, 2022 (“Effective Date”) by and between Bullish Global (“Borrower”), a Cayman Limited Company, and Galaxy Digital LLC (“Galaxy” or “Lender”) a limited liability company organized and existing under the laws of the state of Delaware, with its principal place of business at 101 Hudson Street FL 21, Jersey City, NJ 07302.
LOAN NOTICEBullish • March 28th, 2022 • Finance services
RE: That certain Loan and Security Agreement dated as of January 13, 2022, by and among Bullish Global, an exempted company incorporated in the Cayman Islands with limited liability (“Borrower”) and NYDIG Funding LLC, as the Lender (the “Lender”). Capitalized terms not defined herein shall have the meanings assigned to such terms in the Credit Agreement.
AMENDMENT NO. 3 TO BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • June 29th, 2022 • Bullish • Finance services
This AMENDMENT NO. 3 TO BUSINESS COMBINATION AGREEMENT, dated as of June 29, 2022 (this “Amendment”), is entered into by and among (i) Far Peak Acquisition Corporation, a Cayman Islands exempted company (together with its successors, “Purchaser”), (ii) Bullish, a Cayman Islands exempted company (“Pubco”), (iii) BMC1, a Cayman Islands exempted company and a direct wholly owned subsidiary of Pubco (“Merger Sub 1”), (iv) BMC2, a Cayman Islands exempted company and a direct wholly owned subsidiary of Pubco (“Merger Sub 2”, and together with Merger Sub 1 the “Merger Subs”) and (v) Bullish Global, a Cayman Islands exempted company (the “Company”). Purchaser, Pubco, Merger Sub 1, Merger Sub 2 and the Company are sometimes referred to herein individually as a “Party” and, collectively, as the “Parties”. Capitalized terms used and not defined herein shall have the meanings given to such terms in that certain Business Combination Agreement, dated as of July 8, 2021, entered into by the Parties (
AMENDMENT TO BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • March 28th, 2022 • Bullish • Finance services
This AMENDMENT TO BUSINESS COMBINATION AGREEMENT, dated as of March 7, 2022 (this “Amendment”), is entered into by and among by and among (i) Far Peak Acquisition Corporation, a Cayman Islands exempted company (together with its successors, “Purchaser”), (ii) Bullish, a Cayman Islands exempted company (“Pubco”), (iii) BMC1, a Cayman Islands exempted company and a direct wholly owned subsidiary of Pubco (“Merger Sub 1”), (iv) BMC2, a Cayman Islands exempted company and a direct wholly owned subsidiary of Pubco (“Merger Sub 2”, and together with Merger Sub 1 the “Merger Subs”) and (v) Bullish Global, a Cayman Islands exempted company (the “Company”). Purchaser, Pubco, Merger Sub 1, Merger Sub 2 and the Company are sometimes referred to herein individually as a “Party” and, collectively, as the “Parties”. Capitalized terms used and not defined herein shall have the meanings given to such terms in that certain Business Combination Agreement, dated as of July 8, 2021, entered into by the Pa
Google Cloud Master Agreement Block.one LLC and Google LLCCloud Master Agreement • February 10th, 2022 • Bullish • Finance services • California
This Google Cloud Master Agreement is comprised of the Google Cloud Master Agreement General Terms (“General Terms”), and all Services Schedules and Order Forms that are incorporated by reference into the Google Cloud Master Agreement (collectively, the “Agreement”), and is entered into by Google LLC, with offices at 1600 Amphitheatre Parkway, Mountain View, CA 94043 (“Google”) and Block.One LLC, with offices at 1701 Kraft Drive, Blacksburg, VA, 24060 (“Customer”).
TERM LOAN NOTEBullish • February 10th, 2022 • Finance services
FOR VALUE RECEIVED, the undersigned BULLISH GLOBAL, an exempted company incorporated in the Cayman Islands with limited liability (the “Borrower”), hereby promises to pay to the order of NYDIG FUNDING LLC, a Delaware limited liability company (the “Lender”) the principal amount of $150,000,000, or such lesser principal sum as may be reflected by the Outstanding Principal Amount from time to time in accordance with the provisions of the Loan and Security Agreement, dated as of January 14, 2022, between Lender and Borrower (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Loan Agreement”). Capitalized terms used herein and not otherwise defined shall have the meanings assigned to them in the Loan Agreement.
EMPLOYMENT AGREEMENTEmployment Agreement • February 10th, 2022 • Bullish • Finance services • New York
This Employment Agreement (“Agreement”), dated as of 8 February (the 2022 “Execution Date”), is entered into by and between Bullish US LLC, a Delaware company (the “Company”), and David W. Bonanno (“Executive”), and effective as of the Effective Date (as defined below). For the avoidance of doubt, if the Transactions (as defined below) are not consummated or the Closing Date does not occur for any or no reason, this Agreement shall be null and void ab initio.
AMENDMENT NO. 2 TO BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • May 31st, 2022 • Bullish • Finance services
This AMENDMENT NO. 2 TO BUSINESS COMBINATION AGREEMENT, dated as of May 6, 2022 (this “Amendment”), is entered into by and among (i) Far Peak Acquisition Corporation, a Cayman Islands exempted company (together with its successors, “Purchaser”), (ii) Bullish, a Cayman Islands exempted company (“Pubco”), (iii) BMC1, a Cayman Islands exempted company and a direct wholly owned subsidiary of Pubco (“Merger Sub 1”), (iv) BMC2, a Cayman Islands exempted company and a direct wholly owned subsidiary of Pubco (“Merger Sub 2”, and together with Merger Sub 1 the “Merger Subs”) and (v) Bullish Global, a Cayman Islands exempted company (the “Company”). Purchaser, Pubco, Merger Sub 1, Merger Sub 2 and the Company are sometimes referred to herein individually as a “Party” and, collectively, as the “Parties”. Capitalized terms used and not defined herein shall have the meanings given to such terms in that certain Business Combination Agreement, dated as of July 8, 2021, entered into by the Parties (as
TERM LOAN NOTEBullish • March 28th, 2022 • Finance services
FOR VALUE RECEIVED, the undersigned BULLISH GLOBAL, an exempted company incorporated in the Cayman Islands with limited liability (the “Borrower”), hereby promises to pay to the order of NYDIG FUNDING LLC, a Delaware limited liability company (the “Lender”) the principal amount of $150,000,000, or such lesser principal sum as may be reflected by the Outstanding Principal Amount from time to time in accordance with the provisions of the Loan and Security Agreement, dated as of January 14, 2022, between Lender and Borrower (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Loan Agreement”). Capitalized terms used herein and not otherwise defined shall have the meanings assigned to them in the Loan Agreement.
MASTER SUBSCRIPTION AGREEMENTMaster Subscription Agreement • February 10th, 2022 • Bullish • Finance services • New York
This Master Subscription Agreement (this “MSA” or “Terms”) between Chainalysis Inc., a Delaware corporation with an address at 228 Park Avenue South #23474, New York, New York 10003 (“Chainalysis”) and Bullish (GI) Limited with an address at Portland House, Glacis Road Gibraltar , GX11 1AA Gibraltar (“Licensee”), is effective as of the last date signed below (the “Effective Date”), and governs the use and access to the products, services (and any data derived from any of the foregoing), and data ordered by Licensee and made available by Chainalysis under order(s) entered into by the parties (each, a “Order”) (collectively, the “Services”). All Services in effect as of, and placed after, the Effective Date shall be governed by the terms set forth herein. Each Order shall be governed by the terms of this MSA and this MSA incorporates by reference any exhibits attached hereto. This MSA, any attached or incorporated exhibits, and any Order(s) shall be collectively referred to as this “Agre
FIRST AMENDMENT TO THE LOAN AND SECURITY AGREEMENTLoan and Security Agreement • May 31st, 2022 • Bullish • Finance services • New York
This FIRST AMENDMENT TO THE LOAN AND SECURITY AGREEMENT (this “First Amendment”) is entered into as of May 11, 2022, by NYDIG FUNDING LLC, a Delaware limited liability company (the “Lender”), and BULLISH GLOBAL, an exempted company incorporated in the Cayman Islands with limited liability (the “Borrower”).
REVOLVING CREDIT AND SECURITY AGREEMENTRevolving Credit and Security Agreement • May 5th, 2022 • Bullish • Finance services • New York
This Revolving Credit and Security Agreement is dated as of March 28, 2022 among Bullish Global, a Cayman Islands exempted company with limited liability (the “Borrower”) and SILVERGATE BANK, a California-chartered commercial bank (“Lender”).
