FORM OF REGISTRATION RIGHTS AGREEMENTForm of Registration Rights Agreement • July 9th, 2021 • Far Peak Acquisition Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of July 8, 2021, by and among (i) Bullish, a Cayman Islands exempted company (together with its successors, “Pubco”), and (ii) the undersigned parties listed as “Investors” on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
FORM OF SUBSCRIPTION AGREEMENTSubscription Agreement • July 9th, 2021 • Far Peak Acquisition Corp • Blank checks • New York
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on July 8, 2021, by and among (i) FAR PEAK ACQUISITION CORPORATION, a Cayman Islands exempted company (the “SPAC”), (ii) BULLISH, a newly formed Cayman Islands exempted company (the “Issuer”) and (iii) the undersigned subscriber (“Subscriber”).
BUSINESS COMBINATION AGREEMENT by and among FAR PEAK ACQUISITION CORPORATION, as Purchaser, BULLISH, as Pubco, BMC 1, as Merger Sub 1, BMC 2, as Merger Sub 2, and BULLISH GLOBAL, as the Company, Dated as of July 8, 2021Business Combination Agreement • July 9th, 2021 • Far Peak Acquisition Corp • Blank checks • Delaware
This Business Combination Agreement (this “Agreement”) is made and entered into as of July 8, 2021 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) BMC 1, a Cayman Islands exempted company and a direct wholly owned subsidiary of Pubco (“Merger Sub 1”), (iv) BMC 2, 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”.
Re: Side Letter AgreementFar Peak Acquisition Corp • July 9th, 2021 • Blank checks
Reference is made to that certain Subscription Agreement (the “Agreement”), dated as of November 12, 2020, by and among Far Peak Acquisition Corporation, a Cayman Island company limited by shares (the “Company”), Far Peak LLC, a Cayman Island limited liability company (the “Sponsor”) and (the “Purchaser”). Capitalized terms used in this side letter agreement (the “Side Letter Agreement”) and not defined herein shall have the meanings ascribed to such terms in the Agreement.
Far Peak LLCWarrants Purchase Agreement • July 9th, 2021 • Far Peak Acquisition Corp • Blank checks
Reference is made to that certain Business Combination Agreement (as may be amended, restated or supplemented from time to time, the “Business Combination Agreement”), dated as of the date hereof, by and among the Company, Bullish, a Cayman Islands exempted company (“Pubco”), Bullish Global, a Cayman Islands exempted company (the “Company”), BMC 1, a Cayman Islands exempted company and BMC 2, a Cayman Islands exempted company, and Far Peak Acquisition Corporation, a Cayman Island company limited by shares (“Purchaser”).
VOTING AGREEMENTVoting Agreement • July 9th, 2021 • Far Peak Acquisition Corp • Blank checks
VOTING AGREEMENT (this “Agreement”) is made and entered into as of July 8, 2021, by and among Bullish, a Cayman Islands exempted company (“Pubco”), Bullish Global, a Cayman Islands exempted company (the “Company”), Far Peak Acquisition Corporation, a Cayman Islands exempted company (the “Purchaser”), and block.one, a Cayman Islands exempted company (the “Shareholder”).
Far Peak Acquisition Corporation New York, New York 10011 Bullish c/o Maples Corporate Services Centre LimitedLetter Agreement • July 9th, 2021 • Far Peak Acquisition Corp • Blank checks
July 8, 2021 Bullish c/o Maples Corporate Services Limited PO Box 309, Ugland House Grand Cayman, KY1-1104 Cayman Islands Re: Lock-Up Agreement for Company Shares Ladies and Gentlemen:Letter Agreement • July 9th, 2021 • Far Peak Acquisition Corp • Blank checks • Delaware
This letter (this “Letter Agreement”) is being delivered to you in accordance with that certain Business Combination Agreement (as may be amended, restated or supplemented from time to time, the “Business Combination Agreement”) entered into by and among Bullish, a Cayman Islands exempted company (“Pubco”), Bullish Global, a Cayman Islands exempted company (the “Company”), Far Peak Acquisition Corporation, a Cayman Islands exempted company (“Purchaser”), BMC 1, a Cayman Islands exempted company (“Merger Sub 1”) and BMC 2, a Cayman Islands exempted company (“Merger Sub 2”), pursuant to which, among other things, Purchaser will be merged with and into Merger Sub 1, with Merger Sub 1 being the surviving entity and a wholly owned subsidiary of Pubco, and Merger Sub 2 will be merged with and into the Company, with the Company being the surviving entity and a wholly owned subsidiary of Pubco.
July 8, 2021 Bullish c/o Maples Corporate Services Limited PO Box 309, Ugland House Grand Cayman, KY1-1104 Cayman Islands Re: Standstill Agreement Ladies and Gentlemen:Letter Agreement • July 9th, 2021 • Far Peak Acquisition Corp • Blank checks • Delaware
This letter (this “Letter Agreement”) is being delivered to you in accordance with that certain Business Combination Agreement (as may be amended, restated or supplemented from time to time, the “Business Combination Agreement”) entered into by and among Bullish, a Cayman Islands exempted company (“Pubco”), Bullish Global, a Cayman Islands exempted company (the “Company”), Far Peak Acquisition Corporation, a Cayman Islands exempted company (“Purchaser”), BMC 1, a Cayman Islands exempted company (“Merger Sub 1”) and BMC 2, a Cayman Islands exempted company (“Merger Sub 2”), pursuant to which, among other things, Purchaser will be merged with and into Merger Sub 1, with Merger Sub 1 being the surviving entity and a wholly owned subsidiary of Pubco, and Merger Sub 2 will be merged with and into the Company, with the Company being the surviving entity and a wholly owned subsidiary of Pubco.
NON-COMPETITION AGREEMENTNon-Competition Agreement • July 9th, 2021 • Far Peak Acquisition Corp • Blank checks • Hong Kong
This NON-COMPETITION AGREEMENT (this “Agreement”) is made and entered into as of July 8, 2021, by and among Brendan Blumer (the “Restricted Party”) and block.one (“Block.one”), in favor of and for the benefit of Far Peak Acquisition Corporation (“Purchaser”), Bullish (“Pubco”), and Bullish Global (the “Company” and together with Pubco, Purchaser, the Restricted Party and Block.one, the “Parties,” and, each of them, individually, a “Party”). All references in this Agreement to the “Covered Parties” refer to and include Pubco, the Company and each of their respective present and future direct and indirect Subsidiaries. Capitalized terms used but not defined otherwise in this Agreement have the respective meanings set forth in the Business Combination Agreement (as defined below).
INDEMNIFICATION AGREEMENTIndemnification Agreement • July 9th, 2021 • Far Peak Acquisition Corp • Blank checks
This INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into as of July 8, 2021, by and among Bullish, a Cayman Islands exempted company (“Pubco”) and block.one, a Cayman Islands exempted company (the “Indemnifying Party”).
VOTING AGREEMENTVoting Agreement • July 9th, 2021 • Far Peak Acquisition Corp • Blank checks
VOTING AGREEMENT (this “Agreement”) is made and entered into as of July 8, 2021, by and among Bullish, a Cayman Islands exempted company (“Pubco”), Bullish Global, a Cayman Islands exempted company (the “Company”), Far Peak Acquisition Corporation, a Cayman Islands exempted company (the “Purchaser”), and Far Peak LLC, a Cayman Islands exempted limited liability company (“Sponsor”).
