Exhibit 10.1


 


March 15, 2021


 


FAST Acquisition Corp. II

109 Old Branchville Road

Ridgefield, CT 06877


 


		Re:	Initial Public Offering



 


Ladies and Gentlemen:


 


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 below). The Units
will be sold in the Public Offering pursuant to a registration statement on Form S-1 and prospectus (the “Prospectus”)
filed by the Company with the U.S. Securities and Exchange Commission (the “Commission”) and the Company
has applied to have the Units listed on the New York Stock Exchange. Certain capitalized terms used herein are defined in paragraph 11
hereof.


 


In order to induce the Company and the Underwriters to enter
into the Underwriting Agreement and to proceed with the Public Offering and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, each of FAST Sponsor II LLC (the “Sponsor”) and the
undersigned individuals, each of whom is a member of the Company’s board of directors and/or management team (each of the
undersigned individuals, an “Insider” and collectively, the “Insiders”), each
hereby agrees, severally but not jointly, with the Company as follows:


 


		1.	The Sponsor and each Insider agrees with the Company that if the Company seeks stockholder approval of a proposed Business
Combination, then in connection with such proposed Business Combination, it, he or she shall (i) vote any shares of Common
Stock (as defined below) owned by it, him or her in favor of any proposed Business Combination and (ii) not redeem any shares
of Common Stock owned by it, him or her in connection with such stockholder approval. If the Company seeks to consummate a proposed
Business Combination by engaging in a tender offer, the Sponsor and each Insider agrees that it, he or she will not sell or tender
any shares of Common Stock owned by it, him or her in connection therewith.



 


		2.	The Sponsor and each Insider hereby agrees that in the event that the Company fails to consummate a Business Combination within
24 months from the closing of the Public Offering, or such later period approved by the Company’s stockholders in accordance
with the Company’s amended and restated certificate of incorporation (as it may be amended from time to time, the “Charter”),
the Sponsor and each Insider shall take all reasonable steps to cause the Company to (i) cease all operations except for the
purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, subject to
lawfully available funds therefor, redeem 100% of the shares of Class A Common Stock sold as part of the Units in the Public Offering
(the “Offering Shares”), at a per-share price, payable in cash, equal to the aggregate amount then on
deposit in the Trust Account (as defined below), including interest earned on the funds held in the Trust Account and not previously
released to the Company to pay its taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of
then outstanding Offering Shares, which redemption will completely extinguish all Public Stockholders’ (as defined below)
rights as stockholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as
reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s
board of directors, liquidate and dissolve, subject in each case to the Company’s obligations under Delaware law to provide
for claims of creditors and other requirements of applicable law. The Sponsor and each Insider agrees to not propose any amendment
to the Charter to modify the substance or timing of the Company’s obligation to redeem 100% of the Offering Shares if the
Company does not complete a Business Combination within the required time period set forth in the Charter or with respect to any
other material provisions relating to stockholders’ rights or pre-initial business combination activity, unless the Company
provides its Public Stockholders with the opportunity to redeem their Offering Shares upon approval of any such amendment at a
per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned
on the funds held in the Trust Account and not previously released to the Company to pay its taxes, divided by the number of then
outstanding Offering Shares.



 






     


     


    

 


The Sponsor and each Insider acknowledges
that it, he or she has no right, title, interest or claim of any kind in or to any monies held in the Trust Account or any other
asset of the Company as a result of any liquidation of the Company with respect to the Founder Shares held by it, him or her. The
Sponsor and each Insider hereby further waives, with respect to any shares of Common Stock held by it, him or her, if any, any
redemption rights it, he or she may have in connection with (A) the consummation of a Business Combination, including, without
limitation, any such rights available in the context of a stockholder vote to approve such Business Combination, or (B) a
stockholder vote to approve an amendment to the Charter to modify the substance or timing of the Company’s obligation to
redeem 100% of the Offering Shares if the Company has not consummated a Business Combination within the time period set forth in
the Charter or with respect to any other material provisions relating to stockholders’ rights or pre-initial business combination
activity or in the context of a tender offer made by the Company to purchase Offering Shares (although the Sponsor, the Insiders
and their respective affiliates shall be entitled to redemption and liquidation rights with respect to any Offering Shares it or
they hold if the Company fails to consummate a Business Combination within the time period set forth in the Charter).


 


		3.	During the period commencing on the date of the Prospectus and ending 180 days after such date, the Sponsor and each Insider
shall not, without the prior written consent of the Representative, (i) sell, offer to sell, contract or agree to sell, hypothecate,
pledge, grant any option, right or warrant to purchase, lend or otherwise dispose of or agree to dispose of, directly or indirectly,
or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16
of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations
of the Commission promulgated thereunder, with respect to, any Units, shares of Common Stock (including, but not limited to, Founder
Shares), Warrants or any securities convertible into, or exercisable, or exchangeable for, shares of Common Stock owned by it,
him or her, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic
consequences of ownership of any Units, shares of Common Stock (including, but not limited to, Founder Shares), Warrants or any
securities convertible into, or exercisable, or exchangeable for, shares of Common Stock owned by it, him or her, whether any such
transaction is to be settled by delivery of such securities, in cash or otherwise, or (iii) publicly announce any intention
to effect any transaction specified in clause (i) or (ii). The provisions of this paragraph will not apply (i) if the release
or waiver is effected solely to permit a transfer not for consideration and the transferee has agreed in writing to be bound by
the same terms described in this Letter Agreement to the extent and for the duration that such terms remain in effect at the time
of the transfer or (ii) to the forfeiture of Founder Shares pursuant to Section 5 of this Letter Agreement.



 


		4.	In the event of the liquidation of the Trust Account upon the failure of the Company to consummate its initial Business Combination
within the time period set forth in the Charter, the Sponsor (the “Indemnitor”) agrees to indemnify and
hold harmless the Company against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited
to, any and all legal or other expenses reasonably incurred in investigating, preparing or defending against any litigation, whether
pending or threatened) to which the Company may become subject as a result of any claim by (i) any third party (other than
the Company’s independent registered public accounting firm) for services rendered or products sold to the Company or (ii) any
prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar
agreement or Business Combination agreement (a “Target”); provided, however, that such indemnification
of the Company by the Indemnitor (x) shall apply only to the extent necessary to ensure that such claims by a third party
or a Target do not reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Offering Share and
(ii) the actual amount per Offering Share held in the Trust Account as of the date of the liquidation of the Trust Account,
if less than $10.00 per Offering Share is then held in the Trust Account due to reductions in the value of the trust assets, less
taxes payable, (y) shall not apply to any claims by a third party or a Target which executed a waiver of any and all rights
to the monies held in the Trust Account (whether or not such waiver is enforceable) and (z) shall not apply to any claims
under the Company’s indemnity of the Underwriters against certain liabilities, including liabilities under the Securities
Act of 1933, as amended. The Indemnitor shall have the right to defend against any such claim with counsel of its choice reasonably
satisfactory to the Company if, within 15 days following written receipt of notice of the claim to the Indemnitor, the Indemnitor
notifies the Company in writing that it shall undertake such defense.



 






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		5.	To the extent that the Underwriters do not exercise their over-allotment option to purchase up to an additional 3,000,000 Units
within 45 days from the date of the Prospectus (and as further described in the Prospectus), the Sponsor agrees to forfeit, at
no cost, a number of Founder Shares in the aggregate equal to 750,000 multiplied by a fraction, (i) the numerator of which
is 3,000,000 minus the number of Units purchased by the Underwriters upon the exercise of their over-allotment option, and (ii) the
denominator of which is 3,000,000. The forfeiture will be adjusted to the extent that the over-allotment option is not exercised
in full by the Underwriters so that the Founder Shares will represent an aggregate of 20.0% of the Company’s issued and outstanding
shares of Class A Common Stock after the Public Offering (not including shares of Class A Common Stock underlying the Warrants
or Private Placement Warrants (as defined below)). The Sponsor further agrees that to the extent that the size of the Public Offering
is increased or decreased, the Company will purchase or sell Units or effect a share repurchase or share capitalization, as applicable,
immediately prior to the consummation of the Public Offering in such amount as to maintain the ownership of the initial shareholders
prior to the Public Offering at 20.0% of its issued and outstanding shares of capital stock upon the consummation of the Public
Offering. In connection with such increase or decrease in the size of the Public Offering, then (A) the references to 3,000,000
in the numerator and denominator of the formula in the first sentence of this paragraph shall be changed to a number equal to 15%
of the number of Public Shares included in the Units issued in the Public Offering and (B) the reference to 750,000 in the
formula set forth in the first sentence of this paragraph shall be adjusted to such number of Founder Shares that the Sponsor would
have to surrender to the Company in order for the number of Founders Shares to equal an aggregate of 20.0% of the Company’s
issued and outstanding shares of Class A Common Stock after the Public Offering (not including shares of Class A Common Stock underlying
the Warrants or Private Placement Warrants).



 


		6.	The Sponsor and each Insider hereby agrees and acknowledges that: (i) the Underwriters and the Company would be irreparably
injured in the event of a breach by such Sponsor or an Insider of its, his or her obligations under paragraphs 1, 2, 3, 4,
5, 7(a) and 7(b) of this Letter Agreement, (ii) monetary damages may not be an adequate remedy for such breach and (iii) the
non-breaching party shall be entitled to injunctive relief, in addition to any other remedy that such party may have in law or
in equity, in the event of such breach.



 


		7.	(a) The Sponsor and each Insider agrees that it, he or she shall not Transfer any Founder Shares (or any shares of Class A
Common Stock issuable upon conversion thereof) until the earlier of (A) one year after the completion of the Company’s
initial Business Combination and (B) subsequent to the Business Combination, (x) if the last reported sales price of
the Class A Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations
and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Company’s initial
Business Combination or (y) the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization
or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares
of Class A Common Stock for cash, securities or other property (the “Founder Shares Lock-up Period”).



 


(b)       The
Sponsor and each Insider agrees that it, he or she shall not Transfer any Private Placement Warrants (or any share of Class A Common
Stock issued or issuable upon the exercise of the Private Placement Warrants), until 30 days after the completion of a Business
Combination (the “Private Placement Warrants Lock-up Period”, together with the Founder Shares Lock-up Period, the
“Lock-up Periods”).


 






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(c)       Notwithstanding
the provisions set forth in paragraphs 7(a) and (b), Transfers of the Founder Shares, Private Placement Warrants and shares
of Class A Common Stock issued or issuable upon the exercise or conversion of the Private Placement Warrants or the Founder Shares
that are held by the Sponsor, any Insider or any of their permitted transferees (that have complied with this paragraph 7(c)),
are permitted (a) to the Company’s officers or directors, any affiliate or family member of any of the Company’s
officers or directors, any affiliate of the Sponsor or to any members of the Sponsor or any of their affiliates; (b) in the
case of an individual, by gift to a member of such individual’s immediate family or to a trust, the beneficiary of which
is a member of such individual’s immediate family, an affiliate of such individual or to a charitable organization; (c) in
the case of an individual, by virtue of laws of descent and distribution upon death of such individual; (d) in the case of
an individual, pursuant to a qualified domestic relations order; (e) by private sales or transfers made in connection with
any forward purchase agreement or similar arrangement or in connection with the consummation of an initial Business Combination
at prices no greater than the price at which the securities were originally purchased; (f) by virtue of the laws of the State
of Delaware or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor; (g) in the event of
the Company’s liquidation prior to the completion of an initial Business Combination; or (h) in the event of the Company’s
liquidation, merger, capital stock exchange or other similar transaction which results in all of the Company’s stockholders
having the right to exchange their shares of Class A Common Stock for cash, securities or other property subsequent to the Company’s
completion of an initial Business Combination; provided, however, that in the case of clauses (a) through (f), these permitted
transferees must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions herein and the
other restrictions contained in this Agreement (including provisions relating to voting, the Trust Account and liquidating distributions).


 


		8.	The Sponsor and each Insider represents and warrants that it, he or she has never been suspended or expelled from membership
in any securities or commodities exchange or association or had a securities or commodities license or registration denied, suspended
or revoked. Each Insider’s biographical information furnished to the Company (including any such information included in
the Prospectus) is true and accurate in all respects and does not omit any material information with respect to the Insider’s
background. The Sponsor and each Insider’s questionnaire furnished to the Company is true and accurate in all respects. The
Sponsor and each Insider represents and warrants that: it, he or she is not subject to or a respondent in any legal action for,
any injunction, cease-and-desist order or order or stipulation to desist or refrain from any act or practice relating to the offering
of securities in any jurisdiction; it, he or she has never been convicted of, or pleaded guilty to, any crime (i) involving
fraud, (ii) relating to any financial transaction or handling of funds of another person, or (iii) pertaining to any
dealings in any securities and it, he or she is not currently a defendant in any such criminal proceeding.



 


		9.	Except as disclosed in, or as expressly contemplated by, the Prospectus, neither the Sponsor nor any Insider, nor any affiliate
of the Sponsor or any Insider, shall receive from the Company any finder’s fee, reimbursement, consulting fee, non-cash payments,
monies in respect of any repayment of a loan or other compensation prior to, or in connection with any services rendered in order
to effectuate, the consummation of the Company’s initial Business Combination (regardless of the type of transaction that
it is).



 


		10.	The Sponsor and each Insider has full right and power, without violating any agreement to which it is bound (including, without
limitation, any non-competition or non-solicitation agreement with any employer or former employer), to enter into this Letter
Agreement and, as applicable, to serve as an officer and/or director on the board of directors of the Company and hereby consents
to being named in the Prospectus as an officer and/or director of the Company.



 






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		11.	As used herein, (i) “Business Combination” shall mean a merger, capital stock exchange, asset
acquisition, stock purchase, reorganization or similar business combination, involving the Company and one or more businesses;
(ii) “Common Stock” shall mean, collectively, the Class A common stock and Class B common stock
of the Company, par value $0.0001 per share (the “Class B Common Stock”); (iii) “Founder
Shares” shall mean the 5,750,000 shares of Class B Common Stock issued and outstanding (up to 750,000 Shares of which
are subject to complete or partial forfeiture if the over-allotment option is not exercised by the Underwriters); (iv) “Initial
Stockholders” shall mean the Sponsor and any other holders of Founder Shares immediately prior to the Public Offering;
(v) “Private Placement Warrants” shall mean the 4,000,000 Warrants (or 4,400,000 Warrants if the
over-allotment option is exercised in full) that the Sponsor has agreed to purchase for an aggregate purchase price of $6,000,000
(or $6,600,000 if the over-allotment option is exercised in full), or $1.50 per Warrant, in a private placement that shall occur
simultaneously with the consummation of the Public Offering; (vi) “Public Stockholders” shall mean
the holders of securities issued in the Public Offering; (vii) “Trust Account” shall mean the trust
fund into which a portion of the net proceeds of the Public Offering and the sale of the Private Placement Warrants shall be deposited;
(viii) “Transfer” shall mean the (a) sale or assignment of, offer to sell, contract or agreement
to sell, hypothecate, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly,
or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position
within the meaning of Section 16 of the Exchange Act, and the rules and regulations of the Commission promulgated thereunder
with respect to, any security, (b) entry into any swap or other arrangement that transfers to another, in whole or in part,
any of the economic consequences of ownership of any security, whether any such transaction is to be settled by delivery of such
securities, in cash or otherwise, or (c) public announcement of any intention to effect any transaction specified in clause
(a) or (b) herein; and (ix) “Warrants” shall mean the Private Placement Warrants and public warrants.



 


		12.	The Company will maintain an insurance policy or policies providing directors’ and officers’ liability insurance,
and each Director shall be covered by such policy or policies, in accordance with its or their terms, to the maximum extent of
the coverage available for any of the Company’s directors or officers.



 


		13.	This Letter Agreement constitutes the entire agreement and understanding of the parties hereto in respect of the subject matter
hereof and supersedes all prior understandings, agreements, or representations by or among the parties hereto, written or oral,
to the extent they relate in any way to the subject matter hereof or the transactions contemplated hereby. This Letter Agreement
may not be changed, amended, modified or waived (other than to correct a typographical error) as to any particular provision, except
by a written instrument executed by all parties hereto.



 


		14.	No party hereto may assign either this Letter Agreement or any of its rights, interests, or obligations hereunder without the
prior written consent of the other parties. Any purported assignment in violation of this paragraph shall be void and ineffectual
and shall not operate to transfer or assign any interest or title to the purported assignee. This Letter Agreement shall be binding
on the Sponsor and each Insider and their respective successors, heirs and assigns and permitted transferees.



 


		15.	Nothing in this Letter Agreement shall be construed to confer upon, or give to, any person or corporation other than the parties
hereto any right, remedy or claim under or by reason of this Letter Agreement or of any covenant, condition, stipulation, promise
or agreement hereof. All covenants, conditions, stipulations, promises and agreements contained in this Letter Agreement shall
be for the sole and exclusive benefit of the parties hereto and their successors, heirs, personal representatives and assigns and
permitted transferees.



 


		16.	This Letter Agreement may be executed in any number of original or facsimile counterparts and each of such counterparts shall
for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.



 


		17.	This Letter Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall
not affect the validity or enforceability of this Letter Agreement or of any other term or provision hereof. Furthermore, in lieu
of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Letter
Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.



 


		18.	This Letter Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York.
The parties hereto (i) all agree that any action, proceeding, claim or dispute arising out of, or relating in any way to,
this Letter Agreement shall be brought and enforced in the courts in the State of New York, and irrevocably submit to such jurisdiction
and venue, which jurisdiction and venue shall be exclusive and (ii) waive any objection to such exclusive jurisdiction and
venue or that such courts represent an inconvenient forum.



 






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		19.	Any notice, consent or request to be given in connection with any of the terms or provisions of this Letter Agreement shall
be in writing and shall be sent by express mail or similar private courier service, by certified mail (return receipt requested),
by hand delivery or facsimile or other electronic transmission.



 


		20.	This Letter Agreement shall terminate on the earlier of (i) the expiration of the Lock-up Periods or (ii) the liquidation
of the Company; provided, however, that this Letter Agreement shall earlier terminate in the event that the Public Offering is
not consummated and closed by December 31, 2021; provided further that paragraph 4 of this Letter Agreement shall survive
such liquidation.



 


The Underwriters shall be express third
party beneficiaries of this agreement with respect to Sections 1, 2, 3, 4, 5, 7(a) and 7(b) which may not be amended or waived
without the consent of the Representative.


 


[Signature Page Follows]


 






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	 	Sincerely,
	 	 
	 	FAST SPONSOR II LLC
	 	 
	 	By:	FAST Sponsor II Manager LLC, its sole member
	 	 	 
	 	By:	/s/ Garrett Schreiber
	 	Name: 	Garrett Schreiber
	 	Title:	Member
	 	 	 
	 	By:	/s/ Sandy Beall
	 	Name:	Sandy Beall
	 	 	 
	 	By:	/s/ Kevin Reddy
	 	Name:	Kevin Reddy
	 	 	 
	 	By:	/s/ Eugene Remm
	 	Name:	Eugene Remm
	 	 	 
	 	By:	/s/ Garrett Schreiber
	 	Name:	Garrett Schreiber
	 	 	 
	 	By:	/s/ Rami Arani
	 	Name:	Ramin Arani
	 	 	 
	 	By:	/s/ Alice Elliot
	 	Name:	Alice Elliot
	 	 	 
	 	By:	/s/ Michael Lastoria
	 	Name:	Michael Lastoria
	 	 	 
	 	By:	/s/ Steve Kassin
	 	Name:	Steve Kassin
	 	 	 
	 	By:	/s/ Sanjay Chadda
	 	Name:	Sanjay Chadda
	 	 	 
	 	By:	/s/ Cliff Moskowitz
	 	Name:	Cliff Moskowitz



 


[Signature Page to Letter Agreement]


 






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	 	By:	/s/ Dan Gardner
	 	Name: 	Dan Gardner


 


	Acknowledged and Agreed:	 
	 	 	 
	FAST ACQUISITION CORP. II	 
	 	 	 
	By:	/s/ Sandy Beall	 
	Name: 	Sandy Beall	 
	Title:	Chief Executive Officer	 


 


[Signature Page to Letter Agreement]


 


 


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