EXHIBIT 10.1


 


Working Capital Loan Agreement


 


THIS CONVERTIBLE PROMISSORY NOTE (THIS “NOTE”)
AND THE SECURITIES INTO WHICH IT MAY BE CONVERTED HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE. THIS
NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND
THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED
TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE COMPANY AND THE SECURITIES INTO WHICH IT MAY BE CONVERTED
MAY REQUIRE AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY TO THE EFFECT THAT ANY SALE OR OTHER
DISPOSITION IS IN COMPLIANCE WITH THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS.


 


FAST ACQUISITION CORP. 


CONVERTIBLE PROMISSORY NOTE 


 


	Principal Amount: $1,000,000	 	Dated as of December 14, 2021


 


FOR VALUE RECEIVED and subject
to the terms and conditions set forth herein, FAST Acquisition Corp., a Delaware corporation (the “Maker”),
promises to pay to the order of Golden Nugget, LLC, a Nevada Limited Liability Company, or its registered assigns or successors in interest
(the “Payee”), or order, the principal balance of $1,000,000, in lawful money of the United States of America.
All payments on this Note shall be made by check or wire transfer of immediately available funds or as otherwise determined by the Maker
to such account as the Payee may from time to time designate by written notice in accordance with the provisions of this Note.


 


1. Definitions. The
following definitions shall apply for all purposes of this Note:


 


“Business Combination”
means a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination, involving the
Company and one or more businesses.


 


“Claim”
has the meaning set forth in Section 15 hereof.


 


“Conversion Price”
has the meaning set forth in Section 7 hereof.


 


“Event of Default”
has the meaning set forth in Section 6 hereof.


 


“IPO”
has the meaning set forth in Section 7 hereof.


 


“Maker”
has the meaning set forth in the recitals hereof.


 


“Maturity Date”
means the effective date of a Business Combination.


“Note”
means this Convertible Promissory Note.


 


“Outstanding Amount”
means, as of any given date, the then-outstanding Principal under this Note.


 


“Payee”
has the meaning set forth in the recitals hereof.


 


“Principle”
has the meaning set forth in the recitals hereof.


 


“Private Placement
Warrants” has the meaning set forth in Section 7 hereof.


 






     


     


    

 


“Warrants”
has the meaning set forth in Section 7 hereof.


 


2. Principal. If this
Note has not been previously converted (as provided in Section 7 below), then on the Maturity Date, all unpaid principal under this Note
shall be due and payable in full, unless accelerated upon the occurrence of an Event of Default (as defined below).


 


3. Interest. No interest
shall accrue on the unpaid balance of this Note.


 


4. Prepayment. The
Maker may not prepay any outstanding principal amount under this Note in whole or in part at any time without the advance written consent
of the Payee, which may be withheld by the Payee for any reason or no reason.


 


5. Application of
Payments. All payments shall be applied first to payment in full of any costs incurred in the collection of any sum due under this
Note, including (without limitation) reasonable attorney’s fees, then to the payment in full of any late charges and finally to
the reduction of the unpaid principal balance of this Note.


 


6. Events of Default.
The occurrence of any of the following shall constitute an event of default (“Event of Default”):


 


(a) Failure to Make Required
Payments. Failure by the Maker to (i) issue warrants pursuant to Section 7 hereof, if so elected by the Payee, or (ii) pay the Outstanding
Amount due pursuant to this Note on the Maturity Date;


 


(b) Voluntary Bankruptcy,
Etc. The commencement by the Maker of a voluntary case under any applicable bankruptcy, insolvency, reorganization, rehabilitation
or other similar law, or the consent by it to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian,
sequestrator (or other similar official) of the Maker or for any substantial part of its property, or the making by it of any assignment
for the benefit of creditors, or the failure of the Maker generally to pay its debts as such debts become due, or the taking of corporate
action by the Maker in furtherance of any of the foregoing; or


 


(c) Involuntary Bankruptcy,
Etc. The entry of a decree or order for relief by a court having jurisdiction in the premises in respect of the Maker in an involuntary
case under any applicable bankruptcy, insolvency or other similar law, or appointing a receiver, liquidator, assignee, custodian, trustee,
sequestrator (or similar official) of the Maker or for any substantial part of its property, or ordering the winding-up or liquidation
of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of sixty (60) consecutive days.


 


7. Conversion


 


(a) Optional Conversion.
At the option of the Payee, at any time on or prior to the Maturity Date, any amounts outstanding under this Note (or any portion thereof),
may be converted into warrants to purchase shares of Class A common stock of the Maker at a conversion price (the “Conversion
Price”), equal to $1.00 per warrant (“Warrants”). If the Payee elects such conversion, the terms
of such Warrants issued in connection with such conversion shall be identical to the warrants issued to the Payee in the private placement
that closed on August 25, 2020 (the “Private Placement Warrants”) in connection with the Maker’s initial
public offering that closed on August 25, 2020 (the “IPO”), including that each Warrant shall entitle the holder
thereof to purchase one share of Class A common stock at a price of $11.50 per share, subject to the same adjustments applicable to the
Private Placement Warrants. Before this Note may be converted under this Section 7(a), the Payee shall surrender this Note, duly endorsed,
at the office of the Maker and shall state therein the amount of the unpaid principal of this Note to be converted and the name or names
in which the certificates for Warrants are to be issued (or the book-entries to be made to reflect ownership of such Warrants with the
Maker’s transfer agent). The conversion shall be deemed to have been made immediately prior to the close of business on the date
of the surrender of this Note and the person or persons entitled to receive the Warrants upon such conversion shall be treated for all
purposes as the record holder or holders of such Warrants as of such date. Each such newly issued Warrant shall include a restricted legend
that contemplates the same restrictions as the Private Placement Warrants. The Warrants and shares of Class A common stock issuable upon
exercise of the Warrants shall constitute “Registrable Securities” pursuant to that certain Amended and Restated Registration
Rights Agreement, dated July 19, 2021, among the Maker, Payee and certain other security holders named therein.


 






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(b) Remaining Principal.
All accrued and unpaid principal of this Note that is not then converted into Warrants, shall continue to remain outstanding and to be
subject to the conditions of this Note.


 


(c) Fractional Warrants;
Effect of Conversion. No fractional Warrants shall be issued upon conversion of this Note. In lieu of any fractional Warrants to the
Payee upon conversion of this Note, the Maker shall pay to the Payee an amount equal to the product obtained by multiplying the Conversion
Price by the fraction of a Warrant not issued pursuant to the previous sentence. Upon conversion of this Note in full and the payment
of any amounts specified in this Section 7(d), this Note shall be cancelled and void without further action of the Maker or the Payee,
and the Maker shall be forever released from all its obligations and liabilities under this Note.


 


8. Termination of Rights.
All rights with respect to this Note shall terminate upon repayment or effective conversion of the Outstanding Amount as provided in Section
7 above.


 


9. Remedies. 


 


(a) Upon the occurrence of
an Event of Default specified in Section 6(a) hereof, the Payee may, by written notice to the Maker, declare this Note to be due immediately
and payable, whereupon the unpaid principal amount of this Note, and all other amounts payable thereunder, shall become immediately due
and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived, anything contained
herein or in the documents evidencing the same to the contrary notwithstanding.


 


(b) Upon the occurrence of
an Event of Default specified in Sections 6(b) or 6(c), the unpaid principal balance of this Note, and all other sums payable with regard
to this Note, shall automatically and immediately become due and payable, in all cases without any action on the part of the Payee.


 


10. Waivers. The Maker
and all endorsers and guarantors of, and sureties for, this Note waive presentment for payment, demand, notice of dishonor, protest, and
notice of protest with regard to the Note, all errors, defects and imperfections in any proceedings instituted by the Payee under the
terms of this Note, and all benefits that might accrue to the Maker by virtue of any present or future laws exempting any property, real
or personal, or any part of the proceeds arising from any sale of any such property, from attachment, levy or sale under execution, or
providing for any stay of execution, exemption from civil process, or extension of time for payment; and the Maker agrees that any real
estate that may be levied upon pursuant to a judgment obtained by virtue hereof, on any writ of execution issued hereon, may be sold upon
any such writ in whole or in part in any order desired by the Payee.


 


11. Unconditional Liability.
The Maker hereby waives all notices in connection with the delivery, acceptance, performance, default, or enforcement of the payment of
this Note, and agrees that its liability shall be unconditional, without regard to the liability of any other party, and shall not be
affected in any manner by any indulgence, extension of time, renewal, waiver or modification granted or consented to by the Payee, and
consents to any and all extensions of time, renewals, waivers, or modifications that may be granted by the Payee with respect to the payment
or other provisions of this Note, and agrees that additional makers, endorsers, guarantors, or sureties may become parties hereto without
notice to the Maker or affecting the Maker’s liability hereunder.


 


12. Notices. All notices,
statements or other documents which are required or contemplated by this Note shall be: (i) in writing and delivered personally or sent
by first class registered or certified mail, overnight courier service or facsimile or electronic transmission to the address designated
in writing, (ii) by facsimile to the number most recently provided to such party or such other address or fax number as may be designated
in writing by such party and (iii) by electronic mail, to the electronic mail address most recently provided to such party or such other
electronic mail address as may be designated in writing by such party. Any notice or other communication so transmitted shall be deemed
to have been given on the day of delivery, if delivered personally, on the business day following receipt of written confirmation, if
sent by facsimile or electronic transmission, one (1) business day after delivery to an overnight courier service or five (5) days after
mailing if sent by mail.


 


13. Construction. THIS
NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF NEW YORK APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED WITHIN
THE STATE OF NEW YORK.


 






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14. Severability. Any
provision contained in this Note that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.


 


15. Trust Waiver. Notwithstanding
anything herein to the contrary, the Payee hereby waives any and all right, title, interest or claim of any kind (“Claim”)
in or to any distribution of or from the trust account established in which the proceeds of the IPO conducted by the Maker (including
the deferred underwriters discounts and commissions) and certain proceeds of the sale of the Private Placement Warrants were deposited,
as described in greater detail in the registration statement and prospectus filed with the U.S. Securities and Exchange Commission in
connection with the IPO on August 25, 2020, and hereby agrees not to seek recourse, reimbursement, payment or satisfaction for any Claim
against the trust account for any reason whatsoever.


 


16. Amendment; Waiver.
Any amendment hereto or waiver of any provision hereof may be made with, and only with, the written consent of the Maker and the Payee.


 


17. Successors and
Assigns. Subject to the restrictions on transfer in Sections 18 and 19 below, the rights and obligations of the Maker and the Payee
hereunder shall be binding upon and benefit the successors, assigns, heirs, administrators and transferees of any party hereto (by operation
of law or otherwise) with the prior written consent of the other party hereto and any attempted assignment without the required consent
shall be void.


 


18. Transfer of
this Note or Securities Issuable on Conversion. Prior to an Event of Default, neither this Note nor any rights hereunder may be assigned,
conveyed or transferred, in whole or in part, without the Maker’s prior written consent, which the Maker may withhold in its sole
discretion; provided, that (i) the Payee may make an assignment or transfer of this Note to any of its affiliates, in which case
the requirements in this clause (i) shall not apply, a written opinion reasonably satisfactory to the Maker in form and substance from
counsel reasonably satisfactory to the Maker to the effect that such sale or other distribution may be effected without registration or
qualification under any federal or state law then in effect and (ii) a written undertaking executed by the desired transferee reasonably
satisfactory to the Maker in form and substance agreeing to be bound by the restrictions on transfer contained herein. Upon receiving
such written notice, reasonably satisfactory opinion, or other evidence, and such written acknowledgement, the Maker, as promptly as practicable,
shall notify the Payee that the Payee may sell or otherwise dispose of this Note or such securities, all in accordance with the terms
of the note delivered to the Maker. If a determination has been made pursuant to this Section 18 that the opinion of counsel for the Payee,
or other evidence, or the written acknowledgment from the desired transferee, is not reasonably satisfactory to the Maker, the Maker shall
so notify the Payee promptly after such determination has been made. Each Note thus transferred shall bear a legend as to the applicable
restrictions on transferability in order to ensure compliance with the Securities Act, unless in the opinion of counsel for the Maker
such legend is not required in order to ensure compliance with the Securities Act. The Maker may issue stop transfer instructions to its
transfer agent in connection with such restrictions. Subject to the foregoing, transfers of this Note shall be registered upon registration
on the books maintained for such purpose by or on behalf of the Maker. Prior to presentation of this Note for registration of transfer,
the Maker shall treat the registered holder hereof as the owner and holder of this Note for the purpose of receiving all payments of principal
hereon and for all other purposes whatsoever, whether or not this Note shall be overdue and the Maker shall not be affected by notice
to the contrary.


 


19. Acknowledgment.
The Payee is acquiring this Note for investment for its own account, not as a nominee or agent, and not with a view to, or for resale
in connection with, any distribution thereof. The Payee understands that the acquisition of this Note involves substantial risk. The Payee
has experience as an investor in securities of companies and acknowledges that it is able to fend for itself, can bear the economic risk
of its investment in this Note, and has such knowledge and experience in financial and business matters that it is capable of evaluating
the merits and risks of this investment in this Note and protecting its own interests in connection with this investment.


 


[Signature Page Follows]


 






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IN WITNESS WHEREOF,
the Maker, intending to be legally bound hereby, has caused this Note to be duly executed by the undersigned as of the day and year first
above written.


 


	 	
    FAST ACQUISITION CORP.

	 	 	 
	 	By:	/s/ Garrett Schreiber 
	 	Name: 	Garrett Schreiber 
	 	Title:	Chief Financial Officer


 


Acknowledged and agreed as of the date first above
written.


 


	GOLDEN NUGGET, LLC	 
	 	 	 
	By:	/s/ Steven L. Scheinthal	 
	Name: 	Steven L. Scheinthal	 
	Title:	Executive Vice President & General Counsel	 


 


 


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