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 MergerTax Receivable 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”).
SPONSOR LOCKUP AGREEMENTSponsor Lockup 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).
COMPANY LOCKUP AGREEMENTCompany Lockup 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.
