0001104659-24-031549 Sample Contracts

FEE REDUCTION AGREEMENT March 5, 2024
Fee Reduction Agreement • March 6th, 2024 • Future Health ESG Corp. • Blank checks

WHEREAS, pursuant to that certain Underwriting Agreement between Future Health ESG Corp., a Delaware corporation (together with any Successor (as defined herein), the “Company”), and Cantor Fitzgerald & Co., as Representative of the several Underwriters (“CF&CO”), dated as of September 9th, 2021 (as it may be amended from time to time, the “Underwriting Agreement”), the Company previously agreed to pay to Roth Capital Partners LLC (“Roth”) an aggregate cash amount of $300,000 (the “Original Roth Fee”) upon the consummation of a Business Combination, as contemplated by the final prospectus of the Company, filed with the Securities and Exchange Commission (the “SEC”) (File No. 333-258911), and dated as of September 9, 2021. Capitalized terms used herein and not defined shall have their respective meanings ascribed to such terms in the Underwriting Agreement. For the avoidance of doubt, all references to the “Company” herein shall also refer to the publicly traded surviving or successor e

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FEE REDUCTION AGREEMENT March 5, 2024
Fee Reduction Agreement • March 6th, 2024 • Future Health ESG Corp. • Blank checks

WHEREAS, pursuant to that certain Underwriting Agreement between Future Health ESG Corp., a Delaware corporation (together with any Successor (as defined herein), the “Company”), and Cantor Fitzgerald & Co., as Representative of the several Underwriters (“CF&CO”), dated as of September 9th, 2021 (as it may be amended from time to time, the “Underwriting Agreement”), the Company previously agreed to pay to CF&CO an aggregate cash amount of $8,700,000 as “deferred underwriting commissions” (the “Original Deferred Fee”) upon the consummation of a Business Combination, as contemplated by the final prospectus of the Company, filed with the Securities and Exchange Commission (the “SEC”) (File No. 333-258911), and dated as of September 9, 2021. Capitalized terms used herein and not defined shall have their respective meanings ascribed to such terms in the Underwriting Agreement. For the avoidance of doubt, all references to the “Company” herein shall also refer to the publicly traded survivin

FIRST AMENDMENT TO PURCHASE AND SPONSOR HANDOVER AGREEMENT
Purchase and Sponsor Handover Agreement • March 6th, 2024 • Future Health ESG Corp. • Blank checks • New York

This First Amendment (this “Amendment”) to the Purchase and Sponsor Handover Agreement, dated as of February 15, 2024 (the “Agreement”), by and among Blufire Capital Limited, an Abu Dhabi private company limited by shares (the “New Sponsor”), Future Health ESG Corp., a Delaware corporation (the “SPAC”), and Future Health ESG Associates 1, LLC, an Indiana limited liability company (the “Sponsor”), is made and entered into by the Parties as of March 5, 2024 (the “Effective Date”). Each of the New Sponsor, the SPAC and the Sponsor are referred to in this Agreement individually as a “Party” and collectively as the “Parties.”

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