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).
WHEREAS, on , 2021, the Company entered into separate agreements with Foresight Sponsor Group II, LLC, a Delaware limited liability company (the Sponsor), and FA Co-Investment LLC, a Delaware limited liability company (FA Co-Investment and collectively with the Sponsor, the Sponsors), pursuant to which the Sponsors agreed to purchase an aggregate of 750,000 units (or 825,000 units if the Over-allotment Option (as defined below) in connection with the Companys Offering (as defined below) is exercised in full) (the Private Placement Units), each Private Placement Unit comprised of one share of the Companys Common Stock (as defined below) and one-third of one redeemable warrant (each whole warrant, a Private Placement Warrant), bearing the legend set forth in Exhibit B hereto, in a private placement transaction to occur simultaneously with the closing of the Offering (and the closing of the Over-allotment Option, if applicable). Each Private Placement Warrant entitles the holder thereof to purchase one share of Common Stock (as defined below) at a price of $11.50 per share, subject to adjustment as described herein;
WHEREAS, in order to finance the Companys transaction costs in connection with an intended initial merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination, involving the Company and one or more businesses (a Business Combination), the Sponsors or an affiliate of the Sponsors or certain of the Companys officers and directors may, but are not obligated to, loan the Company funds as the Company may require, of which up to $1,500,000 of such loans made to the Company may be convertible into units at a price of $10.00 per unit (the Working Capital Units), each Working Capital Unit comprised of one share of the Companys Common Stock and one-third of one redeemable warrant (the Working Capital Warrants);
WHEREAS, the Company is engaged in an initial public offering (the Offering) of units of the Companys equity securities, each such unit comprised of one share of Class A common stock of the Company, par value $0.0001 per share (Common Stock), and one-third of one redeemable Public Warrant (as defined below) (the Public Units and together with the Private Placement Units and the Working Capital Units, the Units) and, in connection therewith, has determined to issue and deliver 8,333,333 warrants (or up to 9,583,333 warrants if the Over-allotment Option is exercised in full) to public investors in the Offering (the Public Warrants and, together with the Private Placement Warrants and the Working Capital Warrants, the Warrants). Each whole Warrant entitles the holder thereof to purchase one share of Common Stock for $11.50 per share, subject to adjustment as described herein. Only whole Warrants are exercisable. A holder of the Warrants will not be able to exercise any fraction of a Warrant;
WHEREAS, the Company has filed with the Securities and Exchange Commission (the Commission) a registration statement on Form S-1 (File No. 333-256877) and a prospectus (the Prospectus), for the registration under the Securities Act of 1933, as amended (the Securities Act), of the Public Units and the Public Warrants and the Common Stock included in the Public Units;
WHEREAS, the Company desires the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing to so act, in connection with the issuance, registration, transfer, exchange, redemption and exercise of the Warrants;
WHEREAS, the Company desires to provide for the form and provisions of the Warrants, the terms upon which they shall be issued and exercised, and the respective rights, limitation of rights, and immunities of the Company, the Warrant Agent, and the holders of the Warrants; and
WHEREAS, all acts and things have been done and performed which are necessary to make the Warrants, when executed on behalf of the Company and countersigned by or on behalf of the Warrant Agent (if a physical certificate is issued), as provided herein, the valid, binding and legal obligations of the Company, and to authorize the execution and delivery of this Agreement.