AMENDED AND RESTATED WARRANT AGREEMENT FAST ACQUISITION CORP. II and CONTINENTAL STOCK TRANSFER & TRUST COMPANYWarrant Agreement • October 12th, 2023 • Falcon's Beyond Global, Inc. • Services-miscellaneous amusement & recreation • New York
THIS AMENDED AND RESTATED WARRANT AGREEMENT (this “Agreement”), dated as of October 5, 2023, 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”).
TAX RECEIVABLE AGREEMENT by and among FALCON’S BEYOND GLOBAL, INC. FALCON’S BEYOND GLOBAL, LLC THE TRA HOLDER REPRESENTATIVE (as defined herein), the several TRA HOLDERS (as defined herein) and OTHER TRA HOLDERS FROM TIME TO TIME PARTY HERETO Dated as...Tax Receivable Agreement • October 12th, 2023 • Falcon's Beyond Global, Inc. • Services-miscellaneous amusement & recreation • Delaware
This TAX RECEIVABLE AGREEMENT (as the same may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”), dated as of October 6, 2023, is entered into by and among Falcon’s Beyond Global, Inc., a Delaware corporation, formerly known as Palm Holdco, Inc. (the “Corporation”), Falcon’s Beyond Global, LLC, a Delaware limited liability company (the “LLC”), the TRA Holder Representative (as defined below), and each of the Exchange TRA Holders (as defined below) from time to time made party hereto (collectively, the “TRA Holders”).
FORM OF INDEMNITY AGREEMENTForm of Indemnity Agreement • October 12th, 2023 • Falcon's Beyond Global, Inc. • Services-miscellaneous amusement & recreation • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2023, by and between Falcon’s Beyond Global, Inc., a Delaware corporation (the “Company”), and [●] (“Indemnitee”).
EARNOUT ESCROW AGREEMENTEarnout Escrow Agreement • October 12th, 2023 • Falcon's Beyond Global, Inc. • Services-miscellaneous amusement & recreation
THIS EARNOUT ESCROW AGREEMENT (“Agreement”) is made as of October 12, 2023 and effective as of October 6, 2023, by and among Falcon’s Beyond Global, Inc., a Delaware corporation (the “Issuer”), whose address and other information appears on the Information Sheet (as defined herein) attached to this Agreement as Exhibit A, Falcon’s Beyond Global, LLC, a Delaware limited liability company (“Falcon’s”), whose address and other information appears on the Information Sheet attached to this Agreement as Exhibit A, the entities set forth on the signature pages hereto under the heading “Earnout Participants” (the “Earnout Participants”) and Continental Stock Transfer & Trust Company, 1 State Street, 30th Floor, New York, NY 10044 a New York corporation (“Escrow Agent”).
STOCKHOLDER’S AGREEMENTStockholder’s Agreement • October 12th, 2023 • Falcon's Beyond Global, Inc. • Services-miscellaneous amusement & recreation • Delaware
THIS STOCKHOLDER’S AGREEMENT (“Agreement”) is made and entered into as of October [●], 2023, by and among Falcon’s Beyond Global, Inc., a Delaware corporation (the “Issuer”), [Falcon’s Beyond Global LLC, a Delaware limited liability company and subsidiary of the Issuer (“Falcon’s”)] and [_________] (the “Stockholder”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 12th, 2023 • Falcon's Beyond Global, Inc. • Services-miscellaneous amusement & recreation • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is dated as of October 5, 2023 (the “Effective Date”), by and among FAST Acquisition Corp. II, a Delaware corporation (the “SPAC”), Falcon’s Beyond Global, Inc., a Delaware corporation formerly known as Palm Holdco, Inc. (“Pubco”), FAST Sponsor II LLC, a Delaware limited company (the “Sponsor”) and each of the persons listed under the heading “Holders” on the signature pages attached hereto (together with the Sponsor, the “Holders,” and each (including the Sponsor) individually, a “Holder”).
WARRANT ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT among FAST ACQUISITION CORP. II, FALCON’S BEYOND GLOBAL, INC. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated October 5, 2023Warrant Assignment, Assumption and Amendment Agreement • October 12th, 2023 • Falcon's Beyond Global, Inc. • Services-miscellaneous amusement & recreation • New York
THIS WARRANT ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT (this “Agreement”), dated October 5, 2023 and effective as of the effective time of the SPAC Merger (as defined below), is made by and among FAST Acquisition Corp. II, a Delaware corporation (the “SPAC”), Falcon’s Beyond Global, Inc., a Delaware corporation (“Pubco”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”), and amends the Amended and Restated Warrant Agreement (the “Existing Warrant Agreement”), dated as of October 5, 2023, by and between the SPAC and the Warrant Agent. Capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Existing Warrant Agreement.
CONTRIBUTION AGREEMENTContribution Agreement • October 12th, 2023 • Falcon's Beyond Global, Inc. • Services-miscellaneous amusement & recreation • Delaware
This CONTRIBUTION AGREEMENT (the “Agreement”) is made and entered into as of October 6, 2023, by and between Falcon’s Beyond Global, Inc., a Delaware corporation (“Pubco”) and Falcon’s Beyond Global, LLC, a Delaware limited liability company and a subsidiary of Pubco (the “Company”).
AMENDED AND RESTATED OPERATING AGREEMENT ofOperating Agreement • October 12th, 2023 • Falcon's Beyond Global, Inc. • Services-miscellaneous amusement & recreation • Delaware
AMENDED AND RESTATED OPERATING AGREEMENT (as the same may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”) of Falcon’s Beyond Global, LLC, a Delaware limited liability company (the “Company”), dated as of October 6, 2023 (the “Effective Date”), by and among the Company, Falcon’s Beyond Global, Inc., a Delaware corporation which was formerly known as Palm Holdco, Inc., as a member and as the manager of the Company (“PubCo”), and each of the other Members (as defined below).
