Exhibit 10.2

   

  INVESTMENT MANAGEMENT TRUST AGREEMENT

   

  This Investment Management Trust Agreement (this “Agreement”)


      is made effective as of December 6, 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.
      333-261135 (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) 18 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;

   

  
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  (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;

   

  (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;

   

  
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  (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.

   

  
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  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;

   

  
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  (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).

   

  
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  (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.

   

  
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  (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

   

  
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  Edward Bromley III 

  Reed Smith LLP

    599 Lexington Ave. 

    

  New York, New York 

  Tel: (212) 521 5400 

    

  Attn.: Edward Bromley III 

  Email: ebromley@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) 

   

  
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  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:	/s/ Alejandro Hoyos
	 	 	Name: Alejandro Hoyos
	 	 	Title: Vice President
	 	 
	 	BULLPEN PARLAY ACQUISITION COMPANY
	 	 
	 	By:	 /s/ David VanEgmond
	 	 	Name: David VanEgmond
	 	 	Title: Chief Executive Officer


   

  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	Waived
	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	$8,000.00
	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	$150.00
	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.