FORM OF AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 16th, 2022 • Future Health ESG Corp. • Blank checks • Delaware
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [_______], 2022, is made and entered into by and among Excelera Health, Inc. (f/k/a Future Health ESG Corp.), a Delaware corporation (the “Company” or “Future Health”), Future Health ESG Associates 1, LLC (the “Sponsor”), MacArthur Court Acquisition Corp. (“MCAC”), Cantor Fitzgerald & Co. (“Cantor”) and the undersigned parties listed under Future Health Holders on Schedule A hereto (each such party, together with Cantor and the Sponsor, and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 or Section 5.11 of this Agreement, a “Holder” and collectively the “Holders”). Except as otherwise stated, capitalized terms used but not otherwise defined herein shall have the meanings provided in the Business Combination Agreement (as defined below).
LOCK-UP AGREEMENTLock-Up Agreement • June 16th, 2022 • Future Health ESG Corp. • Blank checks • Delaware
This Lock-up Agreement (this “Agreement”) is made and entered into as of June 13, 2022, by and among (i) Future Health ESG Corp., a Delaware corporation (the “Company”), and (ii) each of the parties listed on SCHEDULE 1 attached hereto (the “Lock-up Equity Holders”). The Lock-up Equity Holders and any person or entity who hereafter enters into a joinder to this Agreement substantially in the form of EXHIBIT A hereto are referred to herein, individually, as a “Securityholder” and, collectively, as the “Securityholders.”
AMENDMENT TO UNDERWRITING AGREEMENTUnderwriting Agreement • June 16th, 2022 • Future Health ESG Corp. • Blank checks • New York
This Amendment (the “Amendment”) to the Underwriting Agreement, dated as of September 9, 2021 (the “Agreement”), by and between Future Health ESG Corp., a Delaware corporation (the “Company”) and Cantor Fitzgerald & Co. (“Cantor Fitzgerald” and, together with the Company, the “Parties”), is made and entered into by the Parties as of June 13, 2022 (the “Effective Date”).
BUSINESS COMBINATION AGREEMENT AND PLAN OF REORGANIZATION by and among FUTURE HEALTH ESG CORP., EXCELERA DCE, and MACARTHUR COURT ACQUISITION CORP. Dated as of June 13, 2022Business Combination Agreement and Plan of Reorganization • June 16th, 2022 • Future Health ESG Corp. • Blank checks • Delaware
BUSINESS COMBINATION AGREEMENT AND PLAN OF REORGANIZATION, dated as of June 13, 2022 (this “Agreement”), by and among Future Health ESG Corp., a Delaware corporation (“Future Health”), MacArthur Court Acquisition Corp., a California corporation (“Seller”), which owns all of the issued and outstanding shares of common stock of Excelera DCE, a California corporation (the “Company”), and the Company.
SPONSOR STOCKHOLDER SUPPORT AGREEMENTSponsor Stockholder Support Agreement • June 16th, 2022 • Future Health ESG Corp. • Blank checks
Now, therefore, in consideration of the foregoing and of the mutual covenants and agreements contained herein and in the BCA, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
SUBSCRIPTION AGREEMENTSubscription Agreement • June 16th, 2022 • Future Health ESG Corp. • Blank checks
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into this 13th day of June, 2022, by and between Future Health ESG Corp., a Delaware corporation (the “Issuer”), and the undersigned subscriber party set forth on the signature page hereto (“Subscriber”).
FORWARD PURCHASE AGREEMENTForward Purchase Agreement • June 16th, 2022 • Future Health ESG Corp. • Blank checks
This Forward Purchase Agreement (this “Agreement”) is made as of this 13th day of June, 2022 by and between Future Health ESG Corp., a Delaware corporation (“Future Health” or the “Company”), and Hakim Holding Group Company Limited (“Buyer”).
