REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 17th, 2020 • FAST Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 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 17th, 2020 • FAST Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [●], 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 17th, 2020 • FAST Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 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 17th, 2020 • FAST Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [●], 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:
FAST ACQUISITION CORP. 20,000,000 Units Underwriting AgreementUnderwriting Agreement • August 17th, 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 10012Administrative Services Agreement • August 17th, 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”):
