Exhibit 10.3

      

       

      

      INVESTMENT MANAGEMENT TRUST AGREEMENT

       

      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”).

       

      WHEREAS, the Company’s registration statement on Form S-1, File No. [●] (the “Registration Statement”) and prospectus (the “Prospectus”) for the initial public offering of the Company’s units (the “Units”), each of which consists 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 entitling the holder thereof to purchase one
        Ordinary Share (such initial public offering hereinafter referred to as the “Offering”), has been declared effective as of the date hereof by the U.S. Securities and Exchange Commission;
        and

       

      WHEREAS, the Company has entered into an Underwriting Agreement (the “Underwriting Agreement”) with Citigroup Global Markets Inc., as
        representative (the “Representative”) of the several underwriters (the “Underwriters”) named therein; and

       

      WHEREAS, as described in the Prospectus, $200,000,000 of the gross proceeds of the Offering and sale of the Private Placement Warrants (as defined in the Underwriting Agreement) (or $230,000,000 if
        the Underwriters’ option to purchase additional Units is exercised in full) will be delivered to the Trustee to be deposited and held in a segregated trust account located at all times in the United States (the “Trust Account”) for the benefit of the Company and the holders of the Ordinary Shares included in the Units issued in the Offering as hereinafter provided (the amount to be delivered to the Trustee (and any interest
        subsequently earned thereon) is referred to herein as the “Property”, the shareholders for whose benefit the Trustee shall hold the Property will be referred to as the “Public Shareholders”, and the Public Shareholders and the Company will be referred to together as the “Beneficiaries”); and

       

      WHEREAS, pursuant to the Underwriting Agreement, a portion of the Property equal to $7,000,000, or $8,050,000 if the Underwriters’ option to purchase additional Units is exercised in full, is
        attributable to deferred underwriting discounts and commissions that will be payable by the Company to the Underwriters upon the consummation of the Business Combination (as defined below) (the “Deferred
          Discount”); and

       

      WHEREAS, the Company and the Trustee desire to enter into this Agreement to set forth the terms and conditions pursuant to which the Trustee shall hold the Property.

       

      NOW THEREFORE, IT IS AGREED:

       

      1.           Agreements and Covenants of Trustee. The Trustee hereby agrees and covenants to:

       

      (a)          Hold the Property in trust for the Beneficiaries in accordance with the terms of this Agreement in the Trust Account established by the Trustee in the United States at U.S. Bank
        National Association;

       

      
        
          


      

      
      (b)          Administer the Trust Account subject to the terms and conditions set forth herein;

       

      (c)          In a timely manner, upon the written direction of the Company, direct the asset manager to invest and reinvest, in its discretion the Property in United States government securities
        within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended, having a maturity of 185 days or less, or in money market funds meeting the conditions of paragraphs (d)(1), (d)(2), (d)(3) and (d)(4) of Rule 2a-7
        promulgated under the Investment Company Act of 1940, as amended (or any successor rule), which invest only in direct U.S. government treasury obligations, as determined by the Company; the Trustee may not invest in any other securities or assets,
        it being understood that the Trust Account will earn no interest while account funds are uninvested awaiting the Company’s instructions hereunder and the Trustee may earn bank credits or other consideration; The written direction of the Company
        referenced above shall constitute conclusive evidence that the investment is permitted under this Agreement

       

      (d)          Collect and receive, when due, all principal, interest or other income arising from the Property, which shall become part of the “Property,” as such term is used herein;

       

      (e)         Promptly notify the Company and the Representatives of all communications received by the Trustee with respect to any Property requiring action by the Company;

       

      (f)          Supply any necessary information or documents as may be directed by the Company (or its authorized agents) in connection with the Company’s preparation of the tax returns relating to
        assets held in the Trust Account or in connection with the preparation or completion of the audit of the Company’s financial statements by the Company’s auditors;

       

      (g)          Participate in any plan or proceeding for protecting or enforcing any right or interest arising from the Property if, as and when directed by the Company to do so;

       

      (h)         Render to the Company monthly written statements of the activities of, and amounts in, the Trust Account reflecting all receipts and disbursements of the Trust Account;

       

      (i)           Commence liquidation of the Trust Account only after and promptly after (x) receipt of, and only in accordance with, the terms of a written direction from the Company (“Termination Letter”) in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B, as applicable, signed on behalf of the Company by its Chief
        Executive Officer, President, Chief Operating Officer or other authorized officer of the Company, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account, including interest earned on the funds held in the
        Trust Account (less up to $100,000 of interest to pay dissolution expenses and net of taxes payable), only as directed in the Termination Letter and the other documents referred to therein, or (y) upon the date which is the later of (1) 24 months
        after the closing of the Offering and (2) such later date as may be approved by the Company’s shareholders in accordance with the Company’s amended and restated memorandum and articles of association, if a Termination Letter has not been received
        by the Trustee prior to such date, in which case the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit B and the Property in the Trust Account, including interest
        earned on the funds held in the Trust Account (less up to $100,000 of interest to pay dissolution expenses and net of taxes payable), shall be distributed to the Public Shareholders of record as of such date;

       

      
        2

        
          


      

      (j)          Upon written direction from the Company, which may be given from time to time in a form substantially similar to that attached hereto as Exhibit C (a “Tax Payment Withdrawal Instruction”), withdraw from the Trust Account and distribute to the Company the amount of interest earned on the Property in such Trust Account as directed by the Company to cover any tax
        obligation owed by the Company as a result of assets of the Company or interest or other income earned on the Property, which amount shall be delivered directly to the Company by electronic funds transfer or other method of prompt payment, and the
        Company shall forward such payment to the relevant taxing authority, so long as there is no reduction in the principal amount per share initially deposited in the Trust Account; provided, however, that to the extent there is not
        sufficient cash in the Trust Account to pay such tax obligation, the Trustee shall liquidate such assets held in the Trust Account as shall be designated by the Company in writing to make such distribution (it being acknowledged and agreed that any
        such amount in excess of interest income earned on the Property shall not be payable from the Trust Account). The written direction of the Company referenced above shall constitute conclusive evidence that the Company is entitled to said funds;

       

      (k)        Upon written direction from the Company, which may be given from time to time in a form substantially similar to that attached hereto as Exhibit D (a “Shareholder Redemption Withdrawal Instruction”), the Trustee shall distribute to the remitting brokers on behalf of Public Shareholders redeeming Ordinary Shares the amount required to pay redeemed Ordinary
        Shares from Public Shareholders pursuant to the Company’s amended and restated memorandum and articles of association. The written direction of the Company referenced above shall constitute conclusive evidence that the distribution is permitted
        under this Agreement; and

       

      (l)           Not make any withdrawals or distributions from the Trust Account other than pursuant to written direction from the Company pursuant to Sections 1(i), 1(j) or 1(k)
        above.

       

      2.           Agreements and Covenants of the Company. The Company hereby agrees and covenants to:

       

      (a)        Give all instructions to the Trustee hereunder in writing, signed by the Company’s Chief Executive Officer, President, Chief Operating Officer or other authorized officer of the Company.
        In addition, except with respect to its duties under Sections 1(i), 1(j) or 1(k) hereof, the Trustee shall be entitled to rely on, and shall be protected in relying on, any verbal or telephonic advice or instruction
        which it, in good faith and with reasonable care, believes to be given by any one of the persons authorized above to give written instructions, provided that the Company shall promptly confirm such instructions in writing;

       

      
        3

        
          


      

      (b)         Subject to Section 4 hereof, hold the Trustee harmless and indemnify the Trustee from and against any and all reasonable and documented expenses, including reasonable outside
        counsel fees and disbursements, or losses suffered by the Trustee in connection with any action taken by it hereunder and in connection with any action, suit or other proceeding brought against the Trustee involving any claim, or in connection with
        any claim or demand, which in any way arises out of or relates to this Agreement, the services of the Trustee hereunder, or the Property or any interest earned on the Property, except for expenses and losses resulting from the Trustee’s gross
        negligence, fraud or willful misconduct. Promptly after the receipt by the Trustee of notice of demand or claim or the commencement of any action, suit or proceeding, pursuant to which the Trustee intends to seek indemnification under this Section
          2(b), it shall notify the Company in writing of such claim (hereinafter referred to as the “Indemnified Claim”). The Trustee shall have the right to conduct and manage the defense
        against such Indemnified Claim; provided that the Trustee shall obtain the consent of the Company with respect to the selection of counsel, which consent shall not be unreasonably withheld. The Trustee may not agree to settle any
        Indemnified Claim without the prior written consent of the Company, which such consent shall not be unreasonably withheld. The Company may participate in such action with its own counsel;

       

      (c)         Pay the Trustee the fees set forth on Schedule A hereto, including an initial acceptance fee, annual administration fee, and transaction processing fee which fees shall be
        subject to modification by the parties from time to time. It is expressly understood that the Property shall not be used to pay such fees unless and until it is distributed to the Company pursuant to Sections 1(i) through 1(k)
        hereof. The Company shall pay the Trustee the initial acceptance fee and the first annual administration fee at the consummation of the Offering. The Trustee shall refund to the Company the annual administration fee (on a pro rata basis) with
        respect to any period after the liquidation of the Trust Account. The Company shall not be responsible for any other fees or charges of the Trustee except as set forth in this Section 2(c) and as may be provided in Section 2(b)
        hereof;

       

      (d)         In connection with any vote of the Company’s shareholders regarding a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination involving
        the Company and one or more businesses (the “Business Combination”), provide to the Trustee an affidavit or certificate of the inspector of elections for the shareholder meeting verifying
        the vote of such shareholders regarding such Business Combination;

       

      (e)          Provide the Representatives with a copy of any Termination Letter(s) and/or any other correspondence that is sent to the Trustee with respect to any proposed withdrawal from the Trust
        Account promptly after it issues the same;

       

      (f)          Unless otherwise agreed between the Company and the Representatives, ensure that any Instruction Letter (as defined in Exhibit A) delivered in connection with a Termination
        Letter in the form of Exhibit A expressly provides that the Deferred Discount is paid directly to the account or accounts directed by the Representatives on behalf of the Underwriters prior to any transfer of the funds held in the Trust
        Account to the Company or any other person;

       

      (g)          Instruct the Trustee to make only those distributions that are permitted under this Agreement, and refrain from instructing the Trustee to make any distributions that are not permitted under this
        Agreement; and

       

      (h)          If the Company seeks to amend any provisions of its amended and restated memorandum and articles of association to modify the substance or timing of the Company’s obligation to provide
        for the redemption of the Public Shares in connection with an initial Business Combination or to redeem 100% of the Public Shares if the Company has not consummated an initial Business Combination within the time period set forth therein (in each
        case, an “Amendment”), the Company will provide the Trustee with a letter (an “Amendment Notification Letter”) in the form of Exhibit
          D providing instructions for the distribution of funds to Public Shareholders who exercise their redemption option in connection with such Amendment.

       

      
        4

        
          


      

      3.           Limitations of Liability. The Trustee shall have no responsibility or liability to:

       

      (a)          Imply obligations, perform duties, inquire or otherwise be subject to the provisions of any agreement or document other than this Agreement and that which is expressly set forth herein
        The Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Agreement, and no implied covenants or obligations shall be read into this Agreement against the Trustee. The enumeration of any permissive
        right or power available to the Trustee shall not be the imposition of a duty (unless and to the extent expressly set forth herein);

       

      (b)         Take any action with respect to the Property, other than as directed in Section 1 hereof, and the Trustee shall have no liability to any third party except for liability arising
        out of the Trustee’s gross negligence, fraud or willful misconduct;

       

      (c)          Institute any proceeding for the collection of any principal and income arising from, or institute, appear in or defend any proceeding of any kind with respect to, any of the Property
        unless and until it shall have received written direction from the Company given as provided herein to do so and the Company shall have advanced or guaranteed to it funds sufficient to pay any expenses incident thereto;

       

      (d)          Take any action with respect to the investment of any Property, other than as directed in Section 1 hereof;

       

      (e)          Refund any depreciation in principal of any Property;

       

      (f)          Assume that the authority of any person designated by the Company to give instructions hereunder shall not be continuing unless provided otherwise in such designation, or unless the
        Company shall have delivered a written revocation of such authority to the Trustee;

       

      (g)          The other parties hereto or to anyone else for any action taken or omitted by it, or any action suffered by it to be taken or omitted, in good faith, except for the Trustee’s gross
        negligence, fraud or willful misconduct. The Trustee may rely conclusively and shall be protected in acting upon any direction order, notice, demand, certificate, opinion or advice of counsel (including counsel chosen by the Trustee with written
        notification to the Company, which counsel may be the Company’s counsel), statement, instrument, report or other paper or document (not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and
        acceptability of any information therein contained) which the Trustee believes, in good faith and with reasonable care, to be genuine and to be signed or presented by the proper person or persons. The Trustee shall not be bound by any notice or
        demand, or any waiver, modification, termination or rescission of this Agreement or any of the terms hereof, unless evidenced by a written instrument delivered to the Trustee, signed by the proper party or parties and, if the duties or rights of
        the Trustee are affected, unless it shall give its prior written consent thereto;

       

      
        5

        
          


      

      (h)          Review or verify the accuracy of the information contained in the Registration Statement;

       

      (i)         Provide any assurance that any Business Combination entered into by the Company or any other action taken by the Company is as contemplated by the Registration Statement. The Trustee
        shall have no responsibility with respect to the Registration Statement;

       

      (j)        File information returns with respect to the Trust Account with any local, state or federal taxing authority or provide periodic written statements to the Company documenting the taxes
        payable by the Company, if any, relating to any interest income earned on the Property;

       

      (k)         Prepare, execute and file tax reports, income or other tax returns and pay any taxes with respect to any income generated by, and activities relating to, the Trust Account, regardless
        of whether such tax is payable by the Trust Account or the Company, including, but not limited to, income tax obligations, except pursuant to Section 1(j) hereof; or

       

      (l)       Investigate, evaluate, qualify or verify any written direction received from the Company, including without limitation, written directions pursuant to Sections 1(i), 1(j)
        or 1(k) hereof.

       

      4.          Trust Account Waiver. The Trustee has no right of set-off or any right, title, interest or claim of any kind (“Claim”)
        to, or to any monies in, the Trust Account, and hereby irrevocably waives any Claim to, or to any monies in, the Trust Account that it may have now or in the future. In the event the Trustee has any Claim against the Company under this Agreement,
        including, without limitation, under Section 2(b) or Section 2(c) hereof, the Trustee shall pursue such Claim solely against the Company and its assets outside the Trust Account and not against the Property or any monies in the
        Trust Account.

       

      5.           Termination. This Agreement shall terminate as follows:

       

      (a)         If the Trustee gives written notice to the Company that it desires to resign under this Agreement, the Company shall use its reasonable efforts to locate a successor trustee, pending
        which the Trustee shall continue to act in accordance with this Agreement. At such time that the Company notifies the Trustee that a successor trustee has been appointed by the Company and has agreed to become subject to the terms of this
        Agreement, the Trustee shall transfer the management of the Trust Account to the successor trustee, including but not limited to the transfer of copies of the reports and statements relating to the Trust Account, whereupon this Agreement shall
        terminate; provided, however, that in the event that the Company does not locate a successor trustee within ninety (90) days of receipt of the resignation notice from the Trustee, the Trustee may submit an application to have the
        Property deposited with any court in the State of New York or with the United States District Court for the Southern District of New York and upon such deposit, the Trustee shall be immune from any liability whatsoever; or

       

      (b)         At such time that the Trustee has completed the liquidation of the Trust Account and its obligations in accordance with the provisions of Section 1(i) hereof (which section may
        not be amended under any circumstances) and distributed the Property in accordance with the provisions of the Termination Letter, this Agreement shall terminate except with respect to Section 2(b).

       

      
        6

        
          


      

      (c)         If the Offering is not consummated within ten (10) business days of the date of this Agreement, in which case any funds received by the Trustee from the Company or BPAC Partners LLC, a
        Delaware limited liability company (“Sponsor”), for purposes of funding the Trust Account shall be promptly returned to the Company or Sponsor, as applicable.

       

      6.           Miscellaneous.

       

      (a)          The Company and the Trustee each acknowledge that the Trustee will follow the security procedures set forth below with respect to funds transferred from the Trust Account. The Company and the Trustee will
        each restrict access to confidential information relating to such security procedures to authorized persons. Each party must notify the other party immediately if it has reason to believe unauthorized persons may have obtained access to such
        confidential information, or of any change in its authorized personnel. In executing funds transfers, the Trustee shall rely upon all information supplied to it by the Company, including, account names, account numbers, and all other identifying
        information relating to a Beneficiary, Beneficiary’s bank or intermediary bank. Except for any liability arising out of the Trustee’s gross negligence, fraud or willful misconduct, the Trustee shall not be liable for any loss, liability or expense
        resulting from any error in the information or transmission of the funds.

       

      (b)         This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect to conflicts of law principles that would
        result in the application of the substantive laws of another jurisdiction. This Agreement may be executed in several original or facsimile counterparts, each one of which shall constitute an original, and together shall constitute but one
        instrument.

       

      (c)          This Agreement contains the entire agreement and understanding of the parties hereto with respect to the subject matter hereof. Except for Sections 1(i), 1(j)
        and 1(k) hereof (which sections may not be modified, amended or deleted without the affirmative vote of sixty-five percent (65%) of the then outstanding Ordinary Shares and Class B ordinary shares, par value $0.0001 per share, of the
        Company, voting together as a single class; provided that no such amendment will affect any Public Shareholder who has properly elected to redeem his or her Ordinary Shares in connection with a shareholder vote to amend this Agreement to
        modify the substance or timing of the Company’s obligation to provide for the redemption of the Public Shares in connection with an initial Business Combination or to redeem 100% of its Ordinary Shares if the Company does not complete its initial
        Business Combination within the time frame specified in the Company’s amended and restated memorandum and articles of association), this Agreement or any provision hereof may only be changed, amended or modified (other than to correct a
        typographical error) by a writing signed by each of the parties hereto.

       

      (d)         The parties hereto consent to the jurisdiction and venue of any state or federal court located in the City of New York, State of New York, for purposes of resolving any disputes
        hereunder. AS TO ANY CLAIM, CROSS-CLAIM OR COUNTERCLAIM IN ANY WAY RELATING TO THIS AGREEMENT, EACH PARTY WAIVES THE RIGHT TO TRIAL BY JURY.

       

      
        7

        
          


      

      (e)          Any notice, consent or request to be given in connection with any of the terms or provisions of this Agreement shall be in writing and shall be sent by express mail or similar private
        courier service, by certified mail (return receipt requested), by hand delivery or by electronic mail:

       

      if to the Trustee, to:

       

      U.S. Bank National Association

      ATTN: Alejandro Hoyos

      Address: 8 Greenway Plaza, Ste. 1100, Houston TX 77046

      Telephone: 713.212.7576

      E-mail: alejandro.hoyos@usbank.com

      

      

      and

      

      

      U.S. Bank National Association

      ATTN: Lien Nguyen

      60 Livingston Avenue, EP-MN-WS3T, St. Paul, MN 55107

      Telephone: 651-466-6103

      Facsimile: 866-691-4161

      E-mail: lien.nguyen2@usbank.com

      

      

      if to the Company, to:

       

      Bullpen Parlay Acquisition Company

      215 2nd St, Floor 3

      San Francisco, CA 94105

      Attn: David VanEgmond, CEO

      Email: dave@bettorcapital.com

       

      in each case, with copies to:

       

      Sidley Austin LLP

      787 7th Avenue

      New York, New York

      Attn: David Ni and George Vlahakos

      E-mail: dni@sidley.com; gvlahakos@sidley.com

      

      

      and

       

      Citigroup Global Markets Inc.

      388 Greenwich Street

      New York, New York 10013

       

      and

       

      
        8

        
          


      

      Ari Edelman

      Jared Kelly

      Edward Bromley III

      Reed Smith LLP

        599 Lexington Ave.

      New York, New York

      Tel: (212) 521 5400

      Attn.: Ari Edelman

      Email: aedelman@reedsmith.com

      

      

      (f)           This Agreement may not be assigned by the Trustee without the prior consent of the Company.

       

      (g)         Each of the Company and the Trustee hereby represents that it has the full right and power and has been duly authorized to enter into this Agreement and to perform its respective
        obligations as contemplated hereunder. The Trustee acknowledges and agrees that it shall not make any claims or proceed against the Trust Account, including by way of set-off, and shall not be entitled to any funds in the Trust Account under any
        circumstance.

       

      (h)         This Agreement is the joint product of the Trustee and the Company and each provision hereof has been subject to the mutual consultation, negotiation and agreement of such parties and
        shall not be construed for or against any party hereto.

       

      (i)         This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same
        instrument. Delivery of a signed counterpart of this Agreement by facsimile or electronic transmission shall constitute valid and sufficient delivery thereof.

       

      (j)          Each of the Company and the Trustee hereby acknowledges and agrees that the Representatives on behalf of the Underwriters are third-party beneficiaries of this Agreement.

       

      (k)          Except as specified herein, no party to this Agreement may assign its rights or delegate its obligations hereunder to any other person or entity.

       

      (Signature Page Follows)

       

      
        9

        
          


      

      IN WITNESS WHEREOF, the parties have duly executed this Investment Management Trust Agreement as of the date first written above.

       

      	 	
              U.S. BANK NATIONAL ASSOCIATION

            
	 	
              as Trustee

            
	 	 


      	 	
              By:

            	 	 
	 	

            	
              Name:

            
	 	

            	
              Title:

            
	 	 


      	 	
              BULLPEN PARLAY ACQUISITION COMPANY

            
	 	 


      	 	
              By:

            	 	 
	 	
              

              

            	
              Name:

            
	 	
              

              

            	
              Title:

            


      

      

      
        Signature Page to Investment Management Trust Agreement

         

           

      

      
        
          


      

      SCHEDULE A

       

      	
              
                Fee Item

              

            	 	
              
                Time and method of payment

              

            	 	
              
                Amount

              

            
	 	 	 	 	 
	
              Initial acceptance fee

            	 	
              Initial closing of IPO by wire transfer

            	 	
              $[●]

            
	 	 	 	 	 
	
              Annual fee

            	 	
              First year, initial closing of IPO by wire transfer; thereafter on the anniversary of the effective date of the IPO by wire transfer or check

            	 	
              $[●]

            
	 	 	 	 	 
	
              Transaction processing fee for disbursements to Company under Sections 1(i), 1(j), and 1(k)

            	 	
              Billed to Company following disbursement made to Company under Section 1

            	 	
              $[●]

            
	 	 	 	 	 
	
              Paying Agent services as required pursuant to Sections 1(i) and 1(k)

            	 	
              Billed to Company upon delivery of service pursuant to Sections 1(i) and 1(k)

            	 	
              Prevailing rates

            


      

      

      
        
          


      

      EXHIBIT A

       

      [Letterhead of Company]

       

      [Insert date]

       

      U.S. Bank National Association

        8 Greenway Plaza, Ste 1100

      Houston, TX 77046

        Attn: Alejandro Hoyos

      Email: Alejandro.hoyos@usbank.com

      Copy to: lien.nguyen2@usbank.com

      

      

      Re: Trust Account Termination Letter

       

      Dear Alejandro:

       

      Pursuant to Section 1(i) of the Investment Management Trust Agreement between Bullpen Parlay Acquisition Company, a Cayman Islands exempted company (the “Company”), and U.S. Bank National Association (“Trustee”), dated as of __________ (the “Trust Agreement”),
        this is to advise you that the Company has entered into an agreement with ___________ (the “Target Business”) to consummate a business combination with Target Business (the “Business Combination”) on or about [insert date]. The Company shall notify you at least seventy-two (72) hours in advance of the actual date (or such
        shorter time period as you may agree) of the consummation of the Business Combination (the “Consummation Date”). Capitalized terms used but not defined herein shall have the meanings set
        forth in the Trust Agreement.

       

      In accordance with the terms of the Trust Agreement, we hereby direct and authorize you to commence to liquidate all of the assets of the Trust Account, and to transfer the proceeds into the trust
        operating account at [●] to the effect that, on the Consummation Date, all of the funds held in the Trust Account will be immediately available for transfer to the account or accounts that the Company shall direct on the Consummation Date. It is
        acknowledged and agreed that while the funds are on deposit in said trust operating account at [●] awaiting distribution, the Company will not earn any interest or dividends.

       

      On the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated, or will be consummated concurrently with your
        transfer of funds to the accounts as directed by the Company (the “Notification”), and (ii) the Company shall deliver to you (a) a certificate of the Chief Executive Officer, President,
        Chief Operating Officer or other authorized officer of the Company, which verifies that the Business Combination has been approved by a vote of the Company’s shareholders, if a vote is held and (b) joint written instruction signed by the Company
        and the Representatives with respect to the transfer of the funds held in the Trust Account, including payment of the Deferred Discount from the Trust Account (the “Instruction Letter”).
        You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the Notification and the Instruction Letter, in accordance with the terms of the Instruction Letter. In the event that certain
        deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company in writing of the same and the Company shall direct you as to whether such funds should remain in the Trust Account and
        be distributed after the Consummation Date to the Company. Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations under the Trust
        Agreement shall be terminated.

       

      
        
          


      

      In the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a
        new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as provided in Section 1(c) of the Trust Agreement on the business day immediately
        following the Consummation Date as set forth in such notice as soon thereafter as possible.

       

      
        	
                 

              	
                Very truly yours,

              
	
                 

              	
                 

              
	
                 

              	
                BULLPEN PARLAY ACQUISITION COMPANY

              
	 	 
	 	By:

              	 	 
	 	 	
                Name:

              
	 	 	
                Title:

              


      

       

      

      cc: Citigroup Global Markets Inc.

       

      
        
          


      

      EXHIBIT B

       

      [Letterhead of Company]

       

      [Insert date]

       

      U.S. Bank National Association

        8 Greenway Plaza, Ste 1100

      Houston, TX 77046

        Attn: Alejandro Hoyos

      Email: Alejandro.hoyos@usbank.com

      Copy to: lien.nguyen2@usbank.com

       

      

      Re: Trust Account Termination Letter

       

      Dear Alejandro:

       

      Pursuant to Section 1(i) of the Investment Management Trust Agreement between Bullpen Parlay Acquisition Company, a Cayman Islands exempted company (the “Company”), and U.S. Bank National Association (the “Trustee”), dated as of __________ (the “Trust
          Agreement”), this is to advise you that the Company has been unable to effect a business combination with a Target Business (the “Business Combination”) within the time frame
        specified in the Company’s Amended and Restated Memorandum and Articles of Association, as described in the Company’s Prospectus relating to the Offering. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust
        Agreement.

       

      In accordance with the terms of the Trust Agreement, we hereby direct and authorize you to liquidate all of the assets in the Trust Account and to transfer the total proceeds into the trust
        operating account at [●] to await distribution to the Public Shareholders. The Company has selected __________ as the effective date for the purpose of determining when the Public Shareholders will be entitled to receive their share of the
        liquidation proceeds. It is acknowledged that no interest will be earned by the Company on the liquidation proceeds while on deposit in the trust operating account. You agree to be the paying agent of record (the “Paying Agent”) and, in your
        separate capacity as Paying Agent, agree to distribute said funds directly to the Company’s Public Shareholders in accordance with the terms of the Trust Agreement and the Amended and Restated Memorandum and Articles of Association of the Company.
        Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations under the Trust Agreement shall be terminated, except to the extent otherwise
        provided in Section 1(j) of the Trust Agreement.

       

      
        
          	
                   

                	
                  Very truly yours,

                
	
                   

                	
                   

                
	
                   

                	
                  BULLPEN PARLAY ACQUISITION COMPANY

                
	 	 


          	 	By:

                	 	 
	 	 	
                  Name:

                
	 	 	
                  Title:

                


        

      

       

      

      cc: Citigroup Global Markets Inc.

       

      

      
        
          


      

      EXHIBIT C

       

      [Letterhead of Company]

       

      [Insert date]

       

      U.S. Bank National Association

        8 Greenway Plaza, Ste 1100

      Houston, TX 77046

        Attn: Alejandro Hoyos

      Email: Alejandro.hoyos@usbank.com

      Copy to: lien.nguyen2@usbank.com

      

      

      Re: Trust Account Tax Payment Withdrawal Instruction

       

      Dear Alejandro:

       

      Pursuant to Section 1(j) of the Investment Management Trust Agreement between Bullpen Parlay Acquisition Company, a Cayman Islands exempted company (the “Company”), and U.S. Bank National Association (the “Trustee”), dated as of __________ (the “Trust
          Agreement”), the Company hereby directs that you deliver to the Company $___________ of the interest income earned on the Property as of the date hereof. Capitalized terms used but not defined herein shall have the meanings set forth in
        the Trust Agreement.

       

      The Company needs such funds to pay for the tax obligations as set forth on the attached tax return or tax statement. In accordance with the terms of the Trust Agreement, you are hereby directed
        and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s operating account at:

       

      [WIRE INSTRUCTION INFORMATION]

       

      	 	
              Very truly yours,

            
	 	 
	 	
              BULLPEN PARLAY ACQUISITION COMPANY

            
	 	 


      	 	
              By:

            	 	 
	 	
              

              

            	
              Name:

            
	 	
              

              

            	
              Title:

            


       

      

      cc: Citigroup Global Markets Inc.

       

      
        
          


      

      EXHIBIT D

       

      [Letterhead of Company]

       

      [Insert date]

       

      U.S. Bank National Association

        8 Greenway Plaza, Ste 1100

      Houston, TX 77046

        Attn: Alejandro Hoyos

      Email: Alejandro.hoyos@usbank.com

      Copy to: lien.nguyen2@usbank.com

      

      

      Re: Trust Account Shareholder Redemption Withdrawal Instruction

       

      Dear Alejandro:

       

      Pursuant to Section 1(k) of the Investment Management Trust Agreement between Bullpen Parlay Acquisition Company, a Cayman Islands exempted company (the “Company”), and U.S. Bank National Association (the “Trustee”), dated as of __________ (the “Trust
          Agreement”), the Company hereby directs that you deliver to the Company’s shareholders $___________ of the principal and interest income earned on the Property as of the date hereof. Capitalized terms used but not defined herein shall have
        the meanings set forth in the Trust Agreement.

       

      Pursuant to Section 1(k) of the Trust Agreement, this is to advise you that the Company has sought, and had approved, an Amendment. Accordingly, in accordance with the terms of the Trust
        Agreement, we hereby direct and authorize you to liquidate a sufficient portion of the Trust Account and to transfer $[●] of the proceeds of the Trust Account to the trust operating account at [●] for distribution to the shareholders that have
        requested redemption of their shares in connection with such Amendment.

       

      	 	
              Very truly yours,

            
	 	 
	 	
              BULLPEN PARLAY ACQUISITION COMPANY

            
	 	 


      	 	
              By:

            	 	 
	 	
              

              

            	
              Name:

            
	 	
              

              

            	
              Title:

            


       

      

      cc: Citigroup Global Markets Inc.