FAST Acquisition 8-K Shows Co. Sent Letter To Fertitta Entertainment Responding To Purported Termination Notice Fertitta Is Not Permitted To Terminate Merger Deal Because Fertitta Actions, Failures To Fulfill Are Primary Cause Of Failure To Close Deal

As previously disclosed, on February 1, 2021, FAST Acquisition Corp. (the “Company”) entered into an Agreement and Plan of Merger (as amended, the “Merger Agreement”) with Fertitta Entertainment, Inc., a Texas corporation (“FEI”), and the other parties thereto, pursuant to which, among other things, FEI would become a wholly owned subsidiary of FAST Merger Corp. (the “Business Combination”). On December 1, 2021, the Company received a notice from FEI that purported to terminate the Merger Agreement pursuant to Section 9.01(a) thereof (the “Purported Termination Notice”), which provides that the Merger Agreement may be terminated by either the Company or FEI if the closing of the Business Combination (the “Closing”) has not occurred by December 1, 2021 (the “Termination Date”), provided that such right to terminate is not available to any party whose action or failure to fulfill any obligation under the Merger Agreement was the primary cause of such failure of the Closing to occur on or prior to such date. A copy of the Purported Termination Notice is attached as Exhibit 99.1 hereto and is incorporated herein by reference.

On December 1, 2021, the Company sent a letter to FEI in response to the Purported Termination Notice stating, among other things, that FEI is not permitted to terminate the Merger Agreement pursuant to Section 9.01(a) because FEI’s actions and failures to fulfill its obligations under the Merger Agreement, including, without limitation, FEI’s failure to deliver the financial statements required by Section 7.01(a) of the Merger Agreement no later than March 31, 2021, are unquestionably the primary cause of the failure of the Closing to occur by the Termination Date, and, as such, FEI continues to be bound to its obligations under the Merger Agreement in all respects. The Company further stated that it intends to take all necessary steps to protect itself and its investors. A copy of the Company’s letter is attached as Exhibit 99.2 hereto and is incorporated herein by reference.