REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 26th, 2020 • FAST Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 20, 2020, is made and entered into by and among FAST Acquisition Corp., a Delaware corporation (the “Company”), FAST Sponsor, LLC, a Delaware limited liability company (the “Sponsor”) and the undersigned parties listed on the signature page hereto under “Holders” (each such party, together with 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”).
WARRANT AGREEMENTWarrant Agreement • August 26th, 2020 • FAST Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of August 20, 2020, is by and between FAST Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”, and, in its capacity as the Company’s transfer agent, the “Transfer Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • August 26th, 2020 • FAST Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of August 20, 2020 by and between FAST Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • August 26th, 2020 • FAST Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of August 20, 2020 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and among FAST Acquisition Corp., a Delaware corporation (the “Company”), and FAST Sponsor, LLC, a Delaware limited liability company (the “Purchaser”).
FAST Acquisition Corp. New York, NY 10012Underwriting Agreement • August 17th, 2020 • FAST Acquisition Corp. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among FAST Acquisition Corp., a Delaware corporation (the “Company”), and Citigroup Global Markets Inc. and UBS Securities LLC, as representatives (the “Representatives”) of the several underwriters named therein (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 23,000,000 of the Company’s units (including up to 3,000,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of Class A common stock of the Company, par value $0.0001 per share (the “Class A Common Stock”), and one-half of one redeemable warrant. Each whole warrant (a “Warrant”) entitles the holder thereof to purchase one share of Class A Common Stock at a price of $11.50 per share, subject to adjustment as described
INDEMNITY AGREEMENTIndemnification Agreement • August 17th, 2020 • FAST Acquisition Corp. • Blank checks • Delaware
This INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2020, by and between FAST Acquisition Corp. a Delaware corporation (the “Company”), and [●] (“Indemnitee”).
FAST Acquisition Corp. 167 Salem Road Pound Ridge, NY 10576Securities Subscription Agreement • August 17th, 2020 • FAST Acquisition Corp. • Blank checks • Delaware
FAST Acquisition Corp., a Delaware corporation (the “Company,” “we” or “us”), is pleased to accept the offer made by FAST Sponsor, LLC, a Delaware limited liability company (“Subscriber” or “you”), to purchase 7,187,500 shares (the “Shares”) of Class B common stock of the Company, $0.0001 par value per share (“Common Stock”), up to 937,500 of which are subject to forfeiture by you to the extent that the underwriters of the initial public offering (“IPO”) of the Company’s units, each comprised of one share of Common Stock and one, or a portion of one, warrant to purchase one share of Common Stock (“Units”), do not fully exercise their option to purchase additional Units to cover over-allotments, if any (the “Over-allotment Option”). The terms of the sale by the Company of the Shares to Subscriber, and the Company and Subscriber’s agreements regarding the Shares, are as follows:
SUBSCRIPTION AGREEMENTSubscription Agreement • February 1st, 2021 • FAST Acquisition Corp. • Blank checks • Delaware
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on February 1, 2021, by and among FAST Acquisition Corp., a Delaware corporation (the “Company”), FAST Merger Corp., a newly formed Texas corporation that is a wholly owned subsidiary of the Company (“Newco”) and the undersigned subscriber (“Subscriber”).
FAST ACQUISITION CORP. 20,000,000 Units Underwriting AgreementUnderwriting Agreement • August 26th, 2020 • FAST Acquisition Corp. • Blank checks • New York
FAST Acquisition Corp., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (collectively, the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of 20,000,000 units of the Company (the “Underwritten Units”) and, at the option of the Underwriters, up to an additional 3,000,000 units of the Company (the “Option Units”). The Underwritten Units and the Option Units are herein referred to as the “Units.”
FAST Acquisition Corp. New York, NY 10012 Re: Initial Public Offering Ladies and Gentlemen:Underwriting Agreement • August 26th, 2020 • FAST Acquisition Corp. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among FAST Acquisition Corp., a Delaware corporation (the “Company”), and Citigroup Global Markets Inc. and UBS Securities LLC, as representatives (the “Representatives”) of the several underwriters named therein (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 23,000,000 of the Company’s units (including up to 3,000,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of Class A common stock of the Company, par value $0.0001 per share (the “Class A Common Stock”), and one-half of one redeemable warrant. Each whole warrant (a “Warrant”) entitles the holder thereof to purchase one share of Class A Common Stock at a price of $11.50 per share, subject to adjustment as described
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 1st, 2021 • FAST Acquisition Corp. • Blank checks • Texas
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (as the same may be amended, supplemented, restated or otherwise modified from time to time in accordance with the terms hereof, this “Agreement”), dated as of February 1, 2021, is made and entered into by and among:
FAST ACQUISITION CORP. New York, NY 10012Administrative Services Agreement • August 26th, 2020 • FAST Acquisition Corp. • Blank checks • New York
This letter agreement (this “Agreement”) by and among FAST Acquisition Corp. (the “Company”) and FAST Sponsor, LLC (the “Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the New York Stock Exchange (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
December 1, 2021Merger Agreement • December 2nd, 2021 • FAST Acquisition Corp. • Blank checks
AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • July 1st, 2021 • FAST Acquisition Corp. • Blank checks • Texas
This Amendment No. 1 to Agreement and Plan of Merger (this “Amendment”) is made and entered into as of July 1, 2021, by and among Fertitta Entertainment Inc., a Texas corporation (“Florida”), FAST Acquisition Corp., a Delaware corporation (“SPAC”), FAST Merger Corp., a Texas corporation and direct, wholly owned subsidiary of SPAC (“SPAC Newco”), and FAST Merger Sub Inc., a Texas corporation and direct, wholly owned subsidiary of SPAC (“Merger Sub” and, together with Florida, SPAC and SPAC Newco, the “Parties”). Except as otherwise indicated, capitalized terms used but not defined herein shall have the meanings given to such terms in the Merger Agreement (as defined below).
STOCKHOLDERS AGREEMENT DATED AS OF FEBRUARY 1, 2021 AMONG FAST ACQUISITION CORP., FAST MERGER CORP., FAST SPONSOR, LLC, AND TILMAN J. FERTITTAStockholders Agreement • February 1st, 2021 • FAST Acquisition Corp. • Blank checks • Texas
This Stockholders Agreement (as the same may be amended, supplemented, restated or otherwise modified from time to time in accordance with the terms hereof, this “Agreement”), dated as of February 1, 2021, is made and entered into by and among:
TERMINATION AND SETTLEMENT AGREEMENTTermination and Settlement Agreement • December 10th, 2021 • FAST Acquisition Corp. • Blank checks • Texas
This TERMINATION AND SETTLEMENT AGREEMENT (the “Agreement”), dated as of December 9, 2021 (the “Effective Date”), is entered into by and among FERTITTA ENTERTAINMENT, INC., a Texas corporation (“Florida”), FAST ACQUISITION CORP., a Delaware corporation (“SPAC”), FAST MERGER CORP., a Texas corporation (“SPAC Newco”), FAST MERGER SUB INC., a Texas corporation (“Merger Sub”), and FAST SPONSOR, LLC, a Delaware limited liability company (“Sponsor”) (collectively, the “Parties”).
AGREEMENT AND PLAN OF MERGER among FERTITTA ENTERTAINMENT, INC. FAST ACQUISITION CORP. FAST MERGER CORP. and FAST MERGER SUB INC. Dated as of February 1, 2021Merger Agreement • February 1st, 2021 • FAST Acquisition Corp. • Blank checks • Texas
This SPLIT-OFF AGREEMENT (this “Agreement”), dated as of [ ● ], 2021, is entered into by and among FAST MERGER CORP., a Texas corporation (the “Company”), LANDRY’S E/C GAMING, INC., a Delaware corporation (“SplitCo”), and Tilman J. Fertitta (“TJF”). “Party” or “Parties” means the Company, SplitCo or TJF, individually or collectively, as the case may be. Each capitalized term used and not defined herein has the meaning set forth in Section 1.1.
February 1, 2021Sponsor Agreement • February 1st, 2021 • FAST Acquisition Corp. • Blank checks • Texas
This letter (this “Sponsor Agreement”) is being delivered to you in accordance with that certain Agreement and Plan of Merger, dated as of the date hereof (as amended, supplemented, restated or otherwise modified from time to time, the “Merger Agreement”), by and among FAST Acquisition Corp., a Delaware corporation (“SPAC”), Fertitta Entertainment, Inc., a Texas corporation (the “Company”), FAST Merger Corp., a Texas corporation (“Newco”) and FAST Merger Sub Inc., a Texas corporation (“Merger Sub”), pursuant to which, among other things, SPAC will be merged with and into Newco (the “Texas Merger”) and Merger Sub shall be merged with and into the Company (the “Merger” and, together with the Texas Merger, the “Mergers” and together with the other transactions contemplated by the Merger Agreement the “Business Combination”), and hereby amends and restates in its entirety that certain letter, dated August 20, 2020, from, FAST Sponsor, LLC, a Delaware limited liability company (the “Sponsor
Working Capital Loan AgreementWorking Capital Loan Agreement • May 13th, 2022 • FAST Acquisition Corp. • Blank checks • New York
THIS CONVERTIBLE PROMISSORY NOTE (THIS “NOTE”) AND THE SECURITIES INTO WHICH IT MAY BE CONVERTED HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE. THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE COMPANY AND THE SECURITIES INTO WHICH IT MAY BE CONVERTED MAY REQUIRE AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY TO THE EFFECT THAT ANY SALE OR OTHER DISPOSITION IS IN COMPLIANCE WITH THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS.
LOCKUP AGREEMENTLockup Agreement • February 1st, 2021 • FAST Acquisition Corp. • Blank checks • Texas
This Lockup Agreement is dated as of February 1, 2021, and is between FAST Acquisition Corp., a Delaware corporation (“FAST”), FAST Merger Corp., a Texas corporation (“NewCo”), and Tilman J. Fertitta and the other persons who enter into a joinder to this Agreement substantially in the form of Exhibit A hereto with the Company in order to become a “Stockholder Party” for purposes of this Agreement (collectively, the “Stockholder Parties”). Capitalized terms used but not defined herein shall have the meanings assigned to them in the Stockholders Agreement (as defined below).
