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).
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).
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.
