Bullpen Parlay Acquisition Company 20,000,000 Units1 UNDERWRITING AGREEMENTUnderwriting Agreement • November 17th, 2021 • Bullpen Parlay Acquisition Co • 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
Bullpen Parlay Acquisition CompanyBullpen Parlay Acquisition Co • November 17th, 2021 • Blank checks • New York
Bullpen Parlay Acquisition Company, a Cayman Islands exempted company (the “Company” or “us”), is pleased to accept the offer of BPAC Partners LLC, a Delaware limited liability company (the “Subscriber” or “you”), has made to subscribe for 5,750,000 shares of Class B ordinary shares (the “Shares”), $0.0001 par value per share, of the Company (the “Class B Shares”), up to 750,000 of which are subject to forfeiture by you if the underwriters of the Company’s initial public offering of its securities (“IPO”), if any, do not fully exercise their over-allotment option (the “Over-allotment Option”). For the purposes of this agreement (this “Agreement”), references to “Ordinary Shares” are to, collectively, the Class B Shares and the Company’s shares of Class A ordinary shares, $0.0001 par value per share (the “Class A Shares”). Upon certain terms and conditions, the Class B Shares will automatically convert into Class A Shares on a one-for-one basis, subject to adjustment. Unless the context
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • November 17th, 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 [•], 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”).
Bullpen Parlay Acquisition Company c/o Bullpen Capital San Francisco, CA 94105 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • November 17th, 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
WARRANT AGREEMENT BULLPEN PARLAY ACQUISITION COMPANY and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC Dated [•], 2021Warrant Agreement • November 17th, 2021 • Bullpen Parlay Acquisition Co • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated [•], 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”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 17th, 2021 • Bullpen Parlay Acquisition Co • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [•], 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”).
INDEMNITY AGREEMENTIndemnity Agreement • November 17th, 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 • November 17th, 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
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • November 17th, 2021 • Bullpen Parlay Acquisition Co • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 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”).
