REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT (this Agreement), dated as of [●], 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).
WHEREAS, the Founders own 7,906,250 shares of the Companys Class B common stock, par value $0.0001 per share (the Founder Shares);
WHEREAS, up to an aggregate of 1,031,250 Founder Shares are subject to forfeiture by the Founders if the over-allotment option in connection with the Companys initial public offering is not exercised in full;
WHEREAS, the Founder Shares are convertible into shares of the Companys Class A common stock, par value $0.0001 per share (the Common Stock), at the time of the initial Business Combination (as defined below) on a one-for-one basis, subject to adjustment, on the terms and conditions provided in the Companys amended and restated certificate of incorporation, as may be amended from time to time;
WHEREAS, pursuant to separate agreements with the Company, the Sponsor and FA Co-Investment agreed to purchase an aggregate of 750,000 units (or up to 832,500 units if the over-allotment option in connection with the Companys initial public offering is exercised in full) (the Private Placement Units), with each such unit consisting of one share of the Companys Common Stock and one-third of one redeemable warrant (each whole warrant, Private Placement Warrant), in a private placement transaction occurring simultaneously with the closing of the Companys initial public offering, each Private Placement Warrant entitling the holder to purchase one share of Common Stock at an exercise price of $11.50 per share;
WHEREAS, in order to finance the Companys transaction costs in connection with an initial Business Combination, the Founders or certain of the Companys officers and directors may loan to the Company funds as the Company may require, of which up to $1,500,000 of such loans may be convertible into units (Working Capital Units) at a price of $10.00 per unit; and
WHEREAS, the Company and the Holders desire to enter into this Agreement, pursuant to which the Company shall grant the Holders certain registration rights with respect to certain securities of the Company, as set forth in this Agreement.
NOW, THEREFORE, in consideration of the mutual representations, covenants and agreements contained herein, and certain other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:
1.1 Definitions. The terms defined in this Article I shall, for all purposes of this Agreement, have the respective meanings set forth below:
Adverse Disclosure shall mean any public disclosure of material non-public information, which disclosure, in the good faith judgment of the Chief Executive Officer or any principal financial officer of the Company, after consultation with counsel to the Company, (i) would be required to be made in any Registration Statement or Prospectus in order for the applicable Registration Statement or Prospectus not to contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein (in the case of any prospectus and any preliminary prospectus, in the light of the circumstances under which they were made) not misleading, (ii) would not be required to be made at such time if the Registration Statement were not being filed, and (iii) the Company has a bona fide business purpose for not making such information public.