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 06877Letter 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
