REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT (this Agreement), dated as of [ ], 2020, is made and entered into by and among Far Peak Acquisition Corporation, a Cayman Islands exempted company (the Company), Far Peak LLC, a Cayman Islands limited liability company (the Sponsor), and the undersigned parties listed under Holder on the signature page hereto (each such party, together with the Sponsor, members of the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a Holder and collectively the Holders).
WHEREAS, the Company and the Sponsor have entered into that certain Securities Subscription Agreement, dated as of October 21, 2020, pursuant to which the Sponsor purchased an aggregate of 9,750,000 shares (the Founder Shares) of the Companys Class B ordinary shares, par value $0.0001 per share (the Class B Ordinary Shares);
WHEREAS, the Sponsor subsequently transferred an aggregate of 210,000 Founder Shares to certain of the other Holders;
WHEREAS, the Founder Shares are convertible into the Companys Class A ordinary shares, par value $0.0001 per share (the Ordinary Shares), at the time of the initial Business Combination (as defined below) on a one-for-one basis, subject to adjustment, on the terms and conditions provided in the Companys memorandum and, as may be amended from time to time;
WHEREAS, as of November 13, 2020, the Company and the Sponsor entered into that certain Warrant Purchase Agreement, pursuant to which the Sponsor agreed to purchase 3,333,334 warrants (together with all other warrants issued by the Company to the Sponsor on substantially the same terms, the Sponsor Private Placement Warrants), in a private placement transaction occurring simultaneously with the closing of the Companys initial public offering, each Sponsor Private Placement Warrant entitling the holder to purchase one share of Ordinary Shares at an exercise price of $11.50 per share;
WHEREAS, as of November 12, 2020, the Company and certain funds and accounts managed by subsidiaries of BlackRock, Inc. (collectively, the Anchor Investor) entered into that certain Subscription Agreement (the Anchor Subscription Agreement) , pursuant to which the Anchor Investor agreed to purchase (i) 3,333,333 warrants (the Anchor Private Placement Warrants, together with the Sponsor Private Placement Warrants, the Private Placement Warrants), in a private placement transaction occurring simultaneously with the closing of the Companys initial public offering, each Anchor Private Placement Warrant entitling the holder to purchase one share of Ordinary Shares at an exercise price of $11.50 per share, and (ii) up to 1,950,000 Founder Shares from the Sponsor simultaneously with the closing of the Companys initial Business Combination (the Anchor Shares); and