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).
WHEREAS, simultaneously with the execution and delivery of this Agreement, the Restricted Party and Block.one are entering into a voting agreement to approve a business combination transaction whereby (a) Purchaser will merge with and into BMC 1 (Merger Sub 1), with Merger Sub 1 continuing as the surviving entity and a wholly-owned subsidiary of Pubco and all of the issued and outstanding equity of Purchaser will be converted into securities of Pubco (the Initial Merger) and (b) following the Initial Merger, BMC 2 (Merger Sub 2) will merge with and into the Company, with the Company continuing as the surviving entity and a wholly-owned subsidiary of Pubco and all of the issued and outstanding equity of the Company will be converted into securities of Pubco (the Acquisition Merger and, together with the Initial Merger and the other transactions contemplated by the Business Combination Agreement and the Ancillary Documents, the Transaction); pursuant to that certain Business Combination Agreement dated as of July 8, 2021 (as may be amended from time to time, the Business Combination Agreement), by and among Purchaser, Pubco, Merger Sub 1, Merger Sub 2 and the Company; and
WHEREAS, the Restricted Party and Block.one are entering into this Agreement in consideration for the substantial benefits they each will receive from the execution of the Business Combination Agreement and the consummation of the transactions contemplated thereby.
NOW, THEREFORE, in consideration of the foregoing recitals and the representations, warranties and agreements contained in the Business Combination Agreement and this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which hereby are acknowledged, the Parties, intending to be bound legally, hereby agree as follows:
1. Incorporation of Recitals. The above Recitals are incorporated into this Section 1 by this reference as if they were set forth in this Section 1 in their entirety.
2. Noncompetition. Subject to the last sentence of this section, each of the Restricted Party and Block.one agree that, from and after the Closing through the second (2nd) anniversary of the Closing Date, the Restricted Party and Block.one shall not, directly or indirectly, anywhere in the world, whether as a stockholder, shareholder, owner, investor, creator, member or partner, own, manage, operate, develop, control, or participate in the ownership, management, operation, development, or control of, or become engaged or serve as an officer, director, member, partner,