UNDERWRITING AGREEMENT between Future Health ESG Corp. and CANTOR FITZGERALD & CO. Dated: ____________, 2021Underwriting Agreement • September 1st, 2021 • Future Health ESG Corp. • Blank checks • New York
The undersigned, Future Health ESG Corp., a Delaware corporation (the “Company”), hereby confirms its agreement with Cantor Fitzgerald & Co. (“Cantor Fitzgerald” or the “Representative”) and with the other underwriters named on Schedule A hereto (if any), for which the Representative is acting as representative (the Representative and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter”) as follows:
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • September 1st, 2021 • Future Health ESG Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [_____], 2021, by and between Future Health ESG Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • September 1st, 2021 • Future Health ESG Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of [ ], 2021, is entered into by and between Future Health ESG Corp., a Delaware corporation (the “Company”), and [ ], a [ ] (the “Purchaser”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 1st, 2021 • Future Health ESG Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2021, is made and entered into by and among Future Health ESG Corp., a Delaware corporation (the “Company”), Cantor Fitzgerald & Co. (“Cantor”) and the other parties listed on the signature pages hereto and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement (each such party, a “Holder” and collectively the “Holders”).
Future Health ESG Corp. Dover, DE 19901Underwriting Agreement • September 1st, 2021 • Future Health ESG Corp. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into or proposed to be entered into by and between Future Health ESG Corp., a Delaware corporation (the “Company”), and Cantor Fitzgerald & Co., as the representative (“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 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 common stock of the Company, par value $0.0001 per share (“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 Common Stock at a price of $11.50 per share, subject
PRIVATE WARRANT AGREEMENTWarrant Agreement • September 1st, 2021 • Future Health ESG Corp. • Blank checks • New York
This WARRANT AGREEMENT (this “Agreement”) is made as of [ ], 2021 between Future Health ESG 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”).
PUBLIC WARRANT AGREEMENTWarrant Agreement • September 1st, 2021 • Future Health ESG Corp. • Blank checks • New York
This WARRANT AGREEMENT (this “Agreement”) is made as of [ ], 2021 between Future Health ESG 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”).
INDEMNITY AGREEMENTIndemnification Agreement • September 1st, 2021 • Future Health ESG Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [_____], 2021, by and between FUTURE HEALTH ESG CORP., a Delaware corporation (the “Company”), and [___], [___] [and Director] of the Company (“Indemnitee”).
INVESTMENT AGREEMENTInvestment Agreement • September 1st, 2021 • Future Health ESG Corp. • Blank checks • New York
THIS INVESTMENT AGREEMENT (this “Agreement”), dated as of August [●], 2021, is by and among (i) Future Health ESG Corp., a Delaware corporation (the “SPAC”), (ii) MB Equity, LLC, an Indiana limited liability company (the “Sponsor”), and (iii) the parties named on the signature page hereto (each, an “Investor”). This Agreement may be executed by an investment manager on behalf of managed funds and/or accounts and for the elimination of doubt such fund or account shall, severally and not jointly, be the Investor hereunder; provided that the IPO Indication (defined below) for all such managed funds or accounts shall be [ ]% in aggregate.
AMENDMENT TO SECURITIES SUBSCRIPTION AGREEMENTSecurities Subscription Agreement • September 1st, 2021 • Future Health ESG Corp. • Blank checks • Delaware
This Amendment (the “Amendment”) to the Securities Subscription Agreement, dated as of March 3, 2021 (the “Agreement”), by and between Future Health ESG Corp., a Delaware corporation (the “Company”), and [ ] (the “Subscriber” and, together with the Company, the “Parties”), is made and entered into by the Parties as of [ ], 2021 (the “Effective Date”).
