WARRANT AGREEMENT Bullpen Parlay Acquisition Company and American Stock Transfer & Trust Company, LLC Dated December 7, 2021Warrant Agreement • December 7th, 2021 • Bullpen Parlay Acquisition Co • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated December 7, 2021, is by and between Bullpen Parlay Acquisition Company, a Cayman Islands exempted company (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited liability company, as warrant agent (in such capacity, the “Warrant Agent”).
Bullpen Parlay Acquisition Company c/o Bullpen Capital San Francisco, CA 94105 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • December 7th, 2021 • Bullpen Parlay Acquisition Co • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Bullpen Parlay Acquisition Company, a Cayman Islands exempted company (the “Company”), Citigroup Global Markets Inc., as the underwriter (the “Underwriter”), relating to an underwritten initial public offering (the “Public Offering”) of 23,000,000 of the Company’s units (including 3,000,000 units that may be purchased pursuant to the Underwriter’s option to purchase additional units, the “Units”), each comprised of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), and one-half of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment. The Units will be sold in the Public Offering pursuant to a registration statement on Form S-1 and a prospectus (t
Bullpen Parlay Acquisition Company 20,000,000 Units1 UNDERWRITING AGREEMENTBullpen Parlay Acquisition Co • December 7th, 2021 • Blank checks • New York
Bullpen Parlay Acquisition Company, a Cayman Islands exempted company (the “Company”), proposes to issue and sell to you and, as applicable, to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you are acting as Representative (the “Representative”), an aggregate of 20,000,000 units (the “Units”) of the Company (said Units to be issued and sold by the Company being hereinafter called the “Underwritten Securities”) (the “Offering”). The Company also proposes to grant to the Underwriters an option to purchase up to 3,000,000 additional Units to cover over-allotments, if any (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representative as used herein shall mean you, as Underwriter, and the term Underwriter shall mean either the singular or plural as the context requires. Ce
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • December 7th, 2021 • Bullpen Parlay Acquisition Co • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of December 6, 2021 by and between Bullpen Parlay Acquisition Company, a Cayman Islands exempted company (the “Company”), and U.S. Bank National Association a national banking association organized and existing under the laws of the United States of America (the “Trustee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 7th, 2021 • Bullpen Parlay Acquisition Co • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 7, 2021, is made and entered into by and among Bullpen Parlay Acquisition Company, a Cayman Islands exempted company (the “Company”), BPAC Partners LLC, a Delaware limited liability company (the “Sponsor”), and each person or entity named on the signature pages hereto (each such person or entity, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 hereof, a “Holder” and collectively the “Holders”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTWarrant Agreement • December 7th, 2021 • Bullpen Parlay Acquisition Co • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of December 2, 2021, is entered into by and between Bullpen Parlay Acquisition Company, a Cayman Islands exempted company (the “Company”), and BPAC Partners LLC, a Delaware limited liability company (the “Purchaser”).
INDEMNITY AGREEMENTIndemnity Agreement • December 7th, 2021 • Bullpen Parlay Acquisition Co • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], by and between Bullpen Parlay Acquisition Company, a Cayman Islands exempted company (the “Company”), and (“Indemnitee”).
BULLPEN PARLAY ACQUISITION COMPANYBullpen Parlay Acquisition Co • December 7th, 2021 • Blank checks • New York
This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) for the initial public offering (the “IPO”) of the securities of Bullpen Parlay Acquisition Company, a Cayman Islands exempted company (the “Company”), and continuing until the earlier of (i) the consummation by the Company of an initial business combination and (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), Bullpen Management, LLC, a Delaware limited liability company (“Management”), shall take steps directly or indirectly to make available to the Company certain office space, secretarial and administrative services as may be required by the Company from time to time, situated at 215 2nd St, Floor 3, San Francisco, California 94105 (or any successor location). In exchange therefore, the Company shall pay Management
