INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • February 16th, 2021 • Foresight Acquisition Corp. • Blank checks • New York
WARRANT AGREEMENTWarrant Agreement • February 16th, 2021 • Foresight Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of February 9, 2021, is by and between Foresight Acquisition Corp., 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”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 16th, 2021 • Foresight Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February 9, 2021, is made and entered into by and among Foresight Acquisition Corp., a Delaware corporation (the “Company”), Foresight Sponsor Group, 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”).
UNIT SUBSCRIPTION AGREEMENTUnit Subscription Agreement • February 16th, 2021 • Foresight Acquisition Corp. • Blank checks • New York
THIS UNIT SUBSCRIPTION AGREEMENT (as it may from time to time be amended, this “Agreement”), dated as of February 9, 2021, is entered into by and among Foresight Acquisition Corp., a Delaware corporation (the “Company”), and FA Co-Investment LLC, a Delaware limited liability company (the “Purchaser”).
COWEN AND COMPANY, LLC 599 Lexington Avenue, 25th Floor New York, NY 10022 February 9, 2021Foresight Acquisition Corp. • February 16th, 2021 • 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. 27,500,000 Units Underwriting AgreementTrust Agreement • February 16th, 2021 • Foresight Acquisition Corp. • Blank checks • New York
Foresight Acquisition Corp., 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 representative (collectively, the “Representative”), an aggregate of 27,500,000 units of the Company (the “Underwritten Units”) and, at the option of the Underwriters, up to an additional 4,125,000 units of the Company (the “Option Units”). The Underwritten Units and the Option Units are herein referred to as the “Public Units.”
Foresight Acquisition Corp. Chicago, IL 60601Letter Agreement • February 16th, 2021 • Foresight Acquisition Corp. • Blank checks • New York
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., a Delaware corporation (the “Company”), and Cowen and Company, LLC, as the 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 31,625,000 of the Company’s units (including up to 4,125,000 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-third 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 of $11.50 per share, subject to adjustmen
