WARRANT AGREEMENTWarrant Agreement • October 21st, 2021 • Foresight Acquisition Corp. II • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [•], 2021, is by and between Foresight Acquisition Corp. II, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (the “Warrant Agent” and, in its capacity as transfer agent, referred to herein as the “Transfer Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • October 21st, 2021 • Foresight Acquisition Corp. II • Blank checks • New York
INDEMNITY AGREEMENTIndemnity Agreement • July 9th, 2021 • Foresight Acquisition Corp. II • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [•] ___, 2021, by and between Foresight Acquisition Corp. II, a Delaware corporation (the “Company”), and __________________ (“Indemnitee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 21st, 2021 • Foresight Acquisition Corp. II • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [•], 2021, is made and entered into by and among Foresight Acquisition Corp. II, a Delaware corporation (the “Company”), Foresight Sponsor Group II, LLC, a Delaware limited liability company (the “Sponsor”), FA Co-Investment LLC, a Delaware limited liability company (“FA Co-Investment” and together with the Sponsor, the “Founders”) and the undersigned parties listed under Holder on the signature page hereto (each such party, together with the Founders, members of the Founders and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
Foresight Acquisition Corp. II Chicago, IL 60601Subscription Agreement • June 8th, 2021 • Foresight Acquisition Corp. II • New York
We are pleased to accept the offer Foresight Sponsor Group II, LLC (the “Subscriber” or “you”) has made to purchase 6,584,015 shares (“Founder Shares”) of the Class B common stock, $0.0001 par value per share (“Common Stock”), of Foresight Acquisition Corp. II, a Delaware corporation (the “Company”), up to 858,785 of which are subject to forfeiture by you if the underwriters of the proposed initial public offering (“IPO”) of the Company pursuant to the registration statement on Form S-1 expected to be filed by the Company in connection with the IPO (the “Registration Statement”) do not fully exercise their over-allotment option (the “Over-allotment Option”) as described below. For the purposes of this Agreement (this “Agreement”), references to “Common Stock” are to, collectively, the Class B Common Stock and the Company’s Class A common stock, $0.0001 par value per share (the “Class A Common Stock”). Pursuant to the Company’s certificate of incorporation, as amended to the date hereof
FORESIGHT ACQUISITION CORP. II 20,000,000 Units Underwriting AgreementUnderwriting Agreement • October 21st, 2021 • Foresight Acquisition Corp. II • Blank checks • New York
Foresight Acquisition Corp. II, a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (collectively, the “Underwriters”), for whom you are acting as representatives (collectively, the “Representatives”), an aggregate of 20,000,000 units of the Company (the “Underwritten Units”) and, at the option of the Underwriters, up to an additional 3,000,000 units of the Company (the “Option Units”). The Underwritten Units and the Option Units are herein referred to as the “Public Units.”
UNIT SUBSCRIPTION AGREEMENTUnit Subscription Agreement • October 21st, 2021 • Foresight Acquisition Corp. II • Blank checks • New York
THIS UNIT SUBSCRIPTION AGREEMENT (as it may from time to time be amended, this “Agreement”), dated as of [●], 2021, is entered into by and among Foresight Acquisition Corp. II, a Delaware corporation (the “Company”), and Foresight Sponsor Group II, LLC, a Delaware limited liability company (the “Purchaser”).
Foresight Acquisition Corp. II Chicago, IL 60601Subscription Agreement for Founder Shares • June 8th, 2021 • Foresight Acquisition Corp. II • New York
We are pleased to accept the offer FA Co-Investment LLC (the “Subscriber” or “you”) has made to purchase 603,485 shares (“Founder Shares”) of the Class B common stock, $0.0001 par value per share (“Common Stock”), of Foresight Acquisition Corp. II, a Delaware corporation (the “Company”), up to 78,715 of which are subject to forfeiture by you if the underwriters of the proposed initial public offering (“IPO”) of the Company pursuant to the registration statement on Form S-1 expected to be filed by the Company in connection with the IPO (the “Registration Statement”) do not fully exercise their over-allotment option (the “Over-allotment Option”) as described below. For the purposes of this Agreement (this “Agreement”), references to “Common Stock” are to, collectively, the Class B Common Stock and the Company’s Class A common stock, $0.0001 par value per share (the “Class A Common Stock”). Pursuant to the Company’s certificate of incorporation, as amended to the date hereof (the “Charter
COWEN AND COMPANY, LLC 599 Lexington Avenue, 25th Floor New York, New York 10022 WILLIAM BLAIR & COMPANY, L.L.C. 150 North Riverside Plaza Chicago, Illinois 60606Advisory Agreement • October 21st, 2021 • Foresight Acquisition Corp. II • Blank checks • New York
Company fails timely or diligently to defend, contest, or otherwise protect against any Claim, the relevant Indemnified Person shall have the right, but not the obligation, to defend, contest, compromise, settle, assert crossclaims, or counterclaims or otherwise protect against the same, and shall be fully indemnified by the Company therefor, including for the reasonable fees and expenses of its counsel and all amounts paid as a result of such Claim or the compromise or settlement thereof.
Foresight Acquisition Corp. II Chicago, IL 60612-1577Underwriting Agreement • October 21st, 2021 • Foresight Acquisition Corp. II • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) by and between Foresight Acquisition Corp. II, a Delaware corporation (the “Company”), and Cowen and Company, LLC, and William Blair & Company, L.L.C., as the representatives (the “Representatives”) 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 the Underwriters’ option to purchase additional units, if any) (the “Units”), each comprised of one share of Class A common stock of the Company, par value $0.0001 per share (“Class A Common Stock”), and one-half of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one share of Class A Common Stock at a price
FORESIGHT ACQUISITION CORP. IIAdministrative Services Agreement • July 9th, 2021 • Foresight Acquisition Corp. II • Blank checks • New York
This letter agreement by and between Foresight Acquisition Corp. II (the “Company”) and Wasson Enterprise LLC (“Provider”), dated as of the date hereof, will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the Registration Statement on Form S-1 filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) for the Company’s initial public offering and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
FORESIGHT ACQUISITION CORP. IIAdministrative Services Agreement • October 21st, 2021 • Foresight Acquisition Corp. II • Blank checks • New York
This letter agreement by and between Foresight Acquisition Corp. II (the “Company”) and Wasson Enterprise LLC (“Provider”), dated as of the date hereof, will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the Registration Statement on Form S-1 filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) for the Company’s initial public offering and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
