FAST Acquisition Corp. II Sample Contracts
INDEMNITY AGREEMENTIndemnification Agreement • February 26th, 2021 • FAST Acquisition Corp. II • Blank checks • Delaware
This INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2021, by and between FAST Acquisition Corp. II, a Delaware corporation (the “Company”), and [●] (“Indemnitee”).
Standard Contracts
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 19th, 2021 • FAST Acquisition Corp. II • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March 15, 2021, is made and entered into by and among FAST Acquisition Corp. II, a Delaware corporation (the “Company”), FAST Sponsor II 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”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • March 19th, 2021 • FAST Acquisition Corp. II • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of March 15, 2021 by and between FAST Acquisition Corp. II, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
WARRANT AGREEMENT FAST ACQUISITION CORP. II and CONTINENTAL STOCK TRANSFER & TRUST COMPANYWarrant Agreement • March 19th, 2021 • FAST Acquisition Corp. II • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of March 15, 2021, is by and between FAST Acquisition Corp. II, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (in such capacity, the “Warrant Agent”).
20,000,000 Units FAST ACQUISITION CORP. II UNDERWRITING AGREEMENTUnderwriting Agreement • March 19th, 2021 • FAST Acquisition Corp. II • Blank checks • New York
Introductory. FAST Acquisition Corp. II, a Delaware corporation (the “Company”), proposes, upon the terms and conditions set forth in this agreement (this “Agreement”), to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of 20,000,000 units of the Company (the “Units”). The 20,000,000 Units to be sold by the Company are called the “Firm Securities.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 3,000,000 Units as provided in Section 2. The additional 3,000,000 Units to be sold by the Company pursuant to such option are collectively called the “Optional Securities.” The Firm Securities and, if and to the extent such option is exercised, the Optional Securities are collectively called the “Offered Securities.” Jefferies LLC (“Jefferies”) has agreed to act as representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering of the Offered S
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • March 19th, 2021 • FAST Acquisition Corp. II • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of March 15, 2021 (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. II, a Delaware corporation (the “Company”), and FAST Sponsor II LLC, a Delaware limited liability company (the “Purchaser”).
FAST Acquisition Corp. II 109 Old Branchville Road Ridgefield, CT 06877Underwriting Agreement • March 19th, 2021 • FAST Acquisition Corp. II • 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. II, a Delaware corporation (the “Company”), and Jefferies LLC, as representative (the “Representative”) 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-quarter 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 in the Prospectus (as defined belo
FAST Acquisition Corp. II Ridgefield, CT 06877Securities Subscription Agreement • February 26th, 2021 • FAST Acquisition Corp. II • Blank checks • Delaware
This letter agreement (the “Agreement”) is entered into on January 6, 2021 by and between FAST Acquisition Corp. II, a Delaware corporation (the “Company,” “we” or “us”) and FAST Sponsor II LLC, a Delaware limited liability company (the “Subscriber” or “you”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 5,750,000 shares (the “Shares”) of Class B common stock of the Company, $0.0001 par value per share (“Common Stock”), up to 750,000 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 the Subscriber, and the Company and the Subscriber
SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • July 12th, 2022 • FAST Acquisition Corp. II • Blank checks • Delaware
This Sponsor Support Agreement (this “Sponsor Agreement”) is dated as of July, 11, 2022, by and among FAST Sponsor II LLC, a Delaware limited liability company (the “Sponsor”), Fast Acquisition Corp. II, a Delaware corporation (“SPAC”), Palm Holdco, Inc., a Delaware corporation (“Pubco”), Falcon’s Beyond Global, LLC, a Florida limited liability company (the “Company”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).
Agreement and Plan of MergerMerger Agreement • July 12th, 2022 • FAST Acquisition Corp. II • Blank checks • Delaware
This Agreement and Plan of Merger (this “Agreement”), dated as of July 11, 2022, is entered into by and among Fast Acquisition Corp. II, a Delaware corporation (“SPAC”), Falcon’s Beyond Global, LLC, a Florida limited liability company (the “Company”), and Palm Holdco, Inc., a Delaware corporation and a wholly owned subsidiary of the Company (“Pubco”) and Palm Merger Sub, LLC, a Delaware limited liability company and a wholly owned subsidiary of Pubco (“Merger Sub”). Except as otherwise indicated, capitalized terms used but not defined herein shall have the meanings set forth in Article I of this Agreement.
SUBSCRIPTION AGREEMENTSubscription Agreement • July 12th, 2022 • FAST Acquisition Corp. II • Blank checks • New York
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on July 11, 2022, between Falcon’s Beyond Global LLC, a Florida limited liability company (the “Company”), and Katmandu Collections, LLLP (“Subscriber”).
AMENDMENT TO PROMISSORY NOTEPromissory Note • July 12th, 2023 • FAST Acquisition Corp. II • Blank checks • New York
This AMENDMENT TO PROMISSORY NOTE (this “Amendment”) is made and entered into as of July 7, 2023, by and between FAST Acquisition Corp. II, a Delaware corporation (“Maker”), and Infinite Acquisitions LLLP (“Payee”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Promissory Note (as defined below).
AMENDMENT NO. 3 TO AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • September 6th, 2023 • FAST Acquisition Corp. II • Blank checks • Delaware
This AMENDMENT NO. 3 TO AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER (this “Amendment”) is made and entered into as of September 1, 2023, by and among FAST Acquisition Corp. II, a Delaware corporation (“SPAC”), Falcon’s Beyond Global, LLC, a Florida limited liability company (the “Company”), Falcon’s Beyond Global, Inc., a Delaware corporation and a wholly owned subsidiary of the Company which was formerly known as Palm Holdco, Inc. (“Pubco”), and Palm Merger Sub LLC, a Delaware limited liability company and a wholly owned subsidiary of Pubco (“Merger Sub”). Each of the SPAC, the Company, Pubco and Merger Sub shall individually be referred to herein as a “Party” and, collectively, the “Parties.” Capitalized terms used but not defined herein shall have the meanings ascribed to them in the A&R Business Combination Agreement (as defined below).
SPONSOR LOCKUP AGREEMENTLockup Agreement • July 12th, 2022 • FAST Acquisition Corp. II • Blank checks • Delaware
This Lockup Agreement is dated as of July 11, 2022 and is between FAST Sponsor II LLC, a Delaware limited liability company (the “Sponsor”), Fast Acquisition Corp. II, a Delaware corporation (“SPAC”), Falcon’s Beyond Global, LLC, a Florida limited liability company (“Falcon’s Beyond”), Palm Holdco, Inc., a Delaware corporation and wholly owned subsidiary of SPAC (the “Company” and, together with SPAC and Falcon’s Beyond, the “Company Parties”), and the other Persons who enter into a joinder to this Agreement substantially in the form of Exhibit A hereto with the Company Parties in order to become a “Sponsor Party” for purposes of this Agreement (together with the “Sponsor”, the “Sponsor Parties” and individually, a “Sponsor Party”). Capitalized terms used but not defined herein shall have the meanings assigned to them in the Merger Agreement (as defined below).
AMENDED AND RESTATED SPONSOR LOCKUP AGREEMENTSponsor Lockup Agreement • February 3rd, 2023 • FAST Acquisition Corp. II • Blank checks • Delaware
This Amended and Restated Sponsor Lockup Agreement is dated as of January 31, 2023 and is between FAST Sponsor II LLC, a Delaware limited liability company (the “Sponsor”), Fast Acquisition Corp. II, a Delaware corporation (“SPAC”), Falcon’s Beyond Global, LLC, a Florida limited liability company (“Falcon’s Beyond”), Falcon’s Beyond Global, Inc., a Delaware corporation and wholly owned subsidiary of SPAC which was formerly known as Palm Holdco, Inc. (the “Company” and, together with SPAC and Falcon’s Beyond, the “Company Parties”), and the other Persons who enter into a joinder to this Agreement substantially in the form of Exhibit A hereto with the Company Parties in order to become a “Sponsor Party” for purposes of this Agreement (together with the “Sponsor”, the “Sponsor Parties” and individually, a “Sponsor Party”). Capitalized terms used but not defined herein shall have the meanings assigned to them in the Merger Agreement (as defined below).
COMPANY LOCKUP AGREEMENTLockup Agreement • July 12th, 2022 • FAST Acquisition Corp. II • Blank checks • Delaware
This Lockup Agreement is dated as of July 11, 2022 and is between Fast Acquisition Corp. II, a Delaware corporation (“SPAC”), Falcon’s Beyond Global, LLC, a Florida limited liability company (“Falcon’s Beyond”), Palm Holdco, Inc., a Delaware corporation and a wholly owned subsidiary of the Company (the “Company”, and together with SPAC and Falcon’s Beyond, the “Company Parties”), each of the stockholder parties identified on Exhibit A hereto and the other Persons who enter into a joinder to this Agreement substantially in the form of Exhibit B hereto with the Company Parties 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 Merger Agreement (as defined below).
Company Members SUPPORT AGREEMENTCompany Members Support Agreement • July 12th, 2022 • FAST Acquisition Corp. II • Blank checks • Delaware
This Support Agreement (this “Agreement”), dated as of July, 11, 2022, is entered into by and among Fast Acquisition Corp. II, a Delaware corporation (“SPAC”), Palm Holdco, Inc., a Delaware corporation (“Pubco”), Falcon’s Beyond Global, LLC, a Florida limited liability company (the “Company”) and certain of the unitholders of the Company, whose names appear on the signature pages of this Agreement (such unitholders, the “Unitholders”, and SPAC, the Company and the Unitholders, each a “Party”, and collectively, the “Parties”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement.
FAST Acquisition Corp. II 109 Old Branchville Road Ridgefield, CT 06877Administrative Services Agreement • February 26th, 2021 • FAST Acquisition Corp. II • Blank checks • Delaware
This letter agreement (this “Agreement”) by and among FAST Acquisition Corp. II (the “Company”) and FAST Sponsor II 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 to be 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”):
AMENDED & RESTATED SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • February 3rd, 2023 • FAST Acquisition Corp. II • Blank checks • Delaware
This Amended and Restated Sponsor Support Agreement (this “Sponsor Agreement”) is dated as of January 31, 2023, by and among FAST Sponsor II LLC, a Delaware limited liability company (the “Sponsor”), Fast Acquisition Corp. II, a Delaware corporation (“SPAC”), Falcon’s Beyond Global, Inc., a Delaware corporation which was formerly known as Palm Holdco, Inc. (“Pubco”), Falcon’s Beyond Global, LLC, a Florida limited liability company (the “Company”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).
Amendment No. 1 to agreement and plan of mergerAgreement and Plan of Merger • September 16th, 2022 • FAST Acquisition Corp. II • Blank checks
This Amendment No. 1 TO AGREEMENT AND PLAN OF MERGER (this “Amendment”) is made and entered into as of September 13, 2022, by and among Fast Acquisition Corp. II, a Delaware corporation (“SPAC”), Falcon’s Beyond Global, LLC, a Florida limited liability company (the “Company”), Falcon’s Beyond Global, Inc., a Delaware corporation and a wholly owned subsidiary of the Company, which was formerly known as Palm Holdco, Inc. (“Pubco”), and Palm Merger Sub, LLC, a Delaware limited liability company and a wholly owned subsidiary of Pubco (“Merger Sub”), and amends that certain Agreement and Plan of Merger, dated as of July 11, 2022 (the “Merger Agreement”), by and among SPAC, the Company, PubCo and Merger Sub. Capitalized terms used in this Amendment but not otherwise defined herein shall have the meanings given to them in the Merger Agreement.
Amended and Restated Company Members SUPPORT AGREEMENTCompany Members Support Agreement • February 3rd, 2023 • FAST Acquisition Corp. II • Blank checks • Delaware
This Amended and Restated Company Member Support Agreement (this “Agreement”), dated as of January 31, 2023, is entered into by and among Fast Acquisition Corp. II, a Delaware corporation (“SPAC”), Falcon’s Beyond Global, Inc., a Delaware corporation which was formerly known as Palm Holdco, Inc. (“Pubco”), Falcon’s Beyond Global, LLC, a Florida limited liability company (the “Company”) and certain of the unitholders of the Company, whose names appear on the signature pages of this Agreement (such unitholders, the “Unitholders”, and SPAC, the Company and the Unitholders, each a “Party”, and collectively, the “Parties”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement.
Article I CERTAIN DEFINITIONS 3 Section 1.01 Definitions 3 Section 1.02 Other Definitions 14 Section 1.03 Construction 17 Section 1.04 Knowledge 17 Article II THE MERGERS; CLOSINGS 17 Section 2.01 The Mergers 17 Section 2.02 Closing 18 Section 2.03...Agreement and Plan of Merger • February 3rd, 2023 • FAST Acquisition Corp. II • Blank checks • Delaware
This Amended and Restated Agreement and Plan of Merger (this “Agreement”), dated as of January 31, 2023 (the “Amendment Date”), is entered into by and among Fast Acquisition Corp. II, a Delaware corporation (“SPAC”), Falcon’s Beyond Global, LLC, a Florida limited liability company (the “Company”), Falcon’s Beyond Global, Inc., a Delaware corporation and a wholly owned subsidiary of the Company, which was formerly known as Palm Holdco, Inc. (“Pubco”), and Palm Merger Sub, LLC, a Delaware limited liability company and a wholly owned subsidiary of Pubco (“Merger Sub”). Except as otherwise indicated, capitalized terms used but not defined herein shall have the meanings set forth in Article I of this Agreement.
AMENDMENT NO. 2 TO AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • July 12th, 2023 • FAST Acquisition Corp. II • Blank checks • Delaware
This AMENDMENT NO. 2 TO AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER (this “Amendment”) is made and entered into as of July 7, 2023, by and among FAST Acquisition Corp. II, a Delaware corporation (“SPAC”), Falcon’s Beyond Global, LLC, a Florida limited liability company (the “Company”), Falcon’s Beyond Global, Inc., a Delaware corporation and a wholly owned subsidiary of the Company which was formerly known as Palm Holdco, Inc. (“Pubco”), and Palm Merger Sub LLC, a Delaware limited liability company and a wholly owned subsidiary of Pubco (“Merger Sub”). Each of the SPAC, the Company, Pubco and Merger Sub shall individually be referred to herein as a “Party” and, collectively, the “Parties.” Capitalized terms used but not defined herein shall have the meanings ascribed to them in the A&R Business Combination Agreement (as defined below).
