warranties and covenants were made for purposes of the contract among the respective parties and are subject to important qualifications and limitations agreed to by the parties in connection
with negotiating the BCA. The BCA has been provided to investors with information regarding its terms. It is not intended to provide any other factual information about FPAC or any other party to the BCA. In particular, the representations,
warranties, covenants and agreements contained in the BCA, which were made only for purposes of the BCA and as of specific dates, were solely for the benefit of the parties to the BCA, may be subject to limitations agreed upon by the contracting
parties (including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the BCA instead of establishing these matters as facts) and may be subject to standards of materiality
applicable to the contracting parties that differ from those applicable to FPACs investors and security holders. FPAC investors and security holders are not third-party beneficiaries under the BCA and should not rely on the representations,
warranties, covenants and agreements, or any descriptions thereof, as characterizations of the actual state of facts or condition of any party to the BCA. Moreover, information concerning the subject matter of the representations and warranties may
change after the date of the BCA, which subsequent information may or may not be fully reflected in the FPACs public disclosures.
Related
Agreements
PIPE Subscription Agreements
Concurrently with the execution of the BCA, certain investors (the PIPE Investors) have entered into share
subscription agreements (each, a PIPE Subscription Agreement) pursuant to which the PIPE Investors have committed (the PIPE Investment) to subscribe for and purchase Pubco Class A ordinary
shares at $10.00 per share for an aggregate purchase price of $300,000,000. The PIPE Investors include existing shareholders of Bullish Global or their respective affiliates.
One PIPE Investor (the Anchor Subscriber), who has subscribed for 7,500,000 Pubco Class A ordinary shares for
an aggregate purchase price of $75,000,000, has also entered into a Securities Purchase Agreement (the Securities Purchase Agreement) with Pubco and Far Peak LLC (the Sponsor) pursuant to which the
Anchor Subscriber will purchase, for $1.00 per Warrant, from the Sponsor or the BR Investors (as defined below), 3,000,000 outstanding Warrants.
The Form of PIPE Subscription Agreement, which includes the form of Securities Purchase Agreement, is filed as Exhibit 10.1 to this Current
Report on Form 8-K and the foregoing description of the Form of PIPE Subscription Agreement and Securities Purchase Agreement is qualified in its entirety by reference thereto.
Block.one Lock-up Agreement
Concurrently with the execution of the BCA, Block.one has entered into a Lock-up Agreement (the
Lock-up Agreement), to be effective upon closing, pursuant to which Block.one has agreed, among other things, not to, within certain period of time from the closing of the Business
Combination and subject to certain exceptions, sell, offer to sell, contract or agree to sell, assign, lend, offer, encumber, donate, hypothecate, pledge, grant any option, right or warrant to purchase or otherwise transfer, dispose of or agree to
transfer or dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position, any of the Pubco Class B ordinary shares issued in connection with the Acquisition Merger
(including any Pubco Class A ordinary shares received upon conversion of Pubco Class B ordinary shares), or enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of
ownership of such shares, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise or publicly announce any intention to effect any such transaction.
The Lock-Up Agreement is filed as Exhibit 10.2 to this Current Report on Form 8-K and the foregoing description of the Lock-Up Agreement is qualified in its entirety by reference thereto.
Letter Agreement Amendment
Concurrently
with the execution of the BCA, the Sponsor, FPAC, certain insiders of FPAC and Pubco have entered into an amendment to that certain Letter Agreement, dated as of December 4, 2020, by and among the Sponsor and those certain insiders (the
Letter Agreement Amendment), to be effective upon closing, with respect to certain lock-up arrangements, which provides that the Sponsor and such FPAC insiders will not, within
certain periods of time from the closing of the Business Combination and subject to certain exceptions, sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant of any option to purchase or otherwise dispose of or agree to dispose
of, directly or indirectly, or establish or increase a put equivalent position or liquidate with respect to or decrease a call equivalent position, any of the Pubco Class A ordinary shares issued in connection with the Initial Merger, or enter
into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any security, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or
publicly announce any intention to effect any such transaction.
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