Form 425 Acquisition of Far Peak Filed by: Bullish
AMENDMENT NO. 2 TO THE BUSINESS COMBINATION AGREEMENT
This AMENDMENT NO. 2 TO THE BUSINESS COMBINATION AGREEMENTdated May 6, 2022 (this “Amendment”), is made by and between (i) Far Peak Acquisition Corporation, a Cayman Islands Exempt Company (together with its successors, “Buyer”), (ii) Bullish, a Cayman Islands exempt company (“Pubco”), (iii) BMC1, a Cayman Islands exempt corporation and direct wholly owned subsidiary of Pubco (“Submerge 1”)(iv) BMC2, a Cayman Islands exempt corporation and direct wholly owned subsidiary of Pubco (“Merge under 2“, and with Merger Sub 1 the “Submergers”) and V) Bullish Global, a Cayman Islands exempt company (the “Company”). The Buyer, Pubco, Merger Sub 1, Merger Sub 2 and the Company are sometimes referred to herein individually as a “To partyand, collectively, as “Evenings”. Capitalized terms used and not defined herein shall have the meaning given to those terms in this business combination agreement, dated July 8, 2021, entered into by the parties (as amended by Amendment No. dated March 7, 2022, the “ACC”).
WHILEthe parties have previously entered into the BCA;
WHILEthe Parties previously entered into Amendment No. 1 to the Business Combination Agreement on March 7, 2022 to extend the Outside Date to May 9, 2022;
WHILE, the parties now wish to further extend the deadline; and
WHILEin connection with the foregoing, the parties wish to amend the BCA as provided herein.
SO NOWtaking into account the premises and the mutual agreements and covenants hereinafter set forth, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:
1. Editing the article 8.1(b) of the ICA. Section 8.1(b) of the BCA is hereby deleted in its entirety and replaced with the following:
“(b) upon written notice to Buyer or the Company if any of the terms of the Initial Closing set forth in Rule VII have not been satisfied or waived by July 8, 2022 (the “Out of date”); providedthat the right to terminate this Agreement under this Section 8.1(b) shall not be available to any party if such party’s breach or breach or its affiliates (or with respect to the Company, Pubco or Merger Contractors) of any representation, warranty, covenant or obligation under of this Agreement was the immediate cause of, or immediately resulted in, the failure of the Initial Closing to occur on or before the Deadline; »
2. No other changes. Except as specifically modified or supplemented herein, the BCA remains unchanged and in full force and effect, and this Amendment shall be governed by and subject to the terms of the BCA, as modified by this Amendment. As of the date of this Amendment, each reference in the BCA to “this Agreement”, “hereafter”, “below” or words of similar prominence, and all references to the BCA in all agreements, Instruments, documents, notices, certificates and other writings of any kind (other than in this Amendment or otherwise expressly provided) shall be deemed to refer to the BCA, as modified by this Amendment, whether or not this Amendment is expressly referenced.