INDEMNITY AGREEMENTIndemnity Agreement • September 14th, 2021 • Future Health ESG Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of September 9, 2021, by and between FUTURE HEALTH ESG CORP., a Delaware corporation (the “Company”), and Travis A. Morgan, Chief Financial Officer and Director of the Company (“Indemnitee”).
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”).
UNDERWRITING AGREEMENT between Future Health ESG Corp. and CANTOR FITZGERALD & CO. Dated: September 9, 2021 Future Health ESG Corp. UNDERWRITING AGREEMENTUnderwriting Agreement • September 14th, 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:
FUTURE HEALTH ESG CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY WARRANT AGREEMENT Dated as of [ ], 2021Warrant Agreement • March 24th, 2021 • Future Health ESG Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [ ], 2021, is by and between Future Health ESG Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • March 24th, 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”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 19th, 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”), the 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”).
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”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • September 14th, 2021 • Future Health ESG Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of September 9, 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”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 4th, 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”), the parties identified on the signature pages hereto as “Roth Designees” (each, a “Roth Designee” and collectively the “Roth Designees”) 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 Roth Designee and each such party, a “Holder” and collectively the “Holders”).
Future Health ESG Corp. Dover, DE 19901Future Health ESG Corp. • September 1st, 2021 • Blank checks • Delaware
Future Health ESG Corp., a Delaware corporation (the “Company”), is pleased to accept the offer [ ], a [ ] (the “Subscriber” or “you”), has made to purchase [ ] shares of the Company’s common stock (the “Securities”), $0.0001 par value per share (the “Common Stock”). The terms on which the Company is willing to sell the Securities to the Subscriber, and the Company and the Subscriber’s agreements regarding such Securities, are as follows:
Future Health ESG Corp.Letter Agreement • September 14th, 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 AGREEMENTPrivate Warrant Agreement • September 14th, 2021 • Future Health ESG Corp. • Blank checks • New York
This WARRANT AGREEMENT (this “Agreement”) is made as of September 9, 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 AGREEMENTPublic Warrant Agreement • September 14th, 2021 • Future Health ESG Corp. • Blank checks • New York
This WARRANT AGREEMENT (this “Agreement”) is made as of September 9, 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”).
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).
INDEMNITY AGREEMENTIndemnity 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”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • September 14th, 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 September 9, 2021, is entered into by and between Future Health ESG Corp., a Delaware corporation (the “Company”), and Cantor Fitzgerald & Co. (the “Purchaser”).
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”).
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 Future Health ESG Associates 1, LLC, an Indiana limited liability company (the “Purchaser”).
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.”
FEE REDUCTION AGREEMENT March 5, 2024Fee 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
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.
FEE REDUCTION AGREEMENT March 5, 2024Fee 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
JOINDER to letter agreementLetter Agreement • February 23rd, 2024 • Future Health ESG Corp. • Blank checks
This Joinder to Letter Agreement (this “Joinder”) is made this 19th day of February, 2024, by the undersigned, in respect of that certain Letter Agreement (the “Letter Agreement”), a copy of which is attached hereto as Exhibit A, dated as of September 9, 2021, by and among Future Health ESG Corp., a Delaware corporation (the “Company”), Future Health ESG Associates 1, LLC, an Indiana limited liability company, and each of the other persons set forth on the signature pages thereto. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Letter Agreement.
PURCHASE AND SPONSOR HANDOVER AGREEMENTPurchase and Sponsor Handover Agreement • February 23rd, 2024 • Future Health ESG Corp. • Blank checks • New York
This PURCHASE AND SPONSOR HANDOVER AGREEMENT (this “Agreement”) is dated as of February 15, 2024, 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”), Future Health ESG Associates 1, LLC, an Indiana limited liability company (the “Sponsor”). 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.”
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 14th, 2021 • Future Health ESG Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of September 9, 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”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • March 24th, 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 [____] (the “Purchaser”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • September 14th, 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 September 9, 2021, is entered into by and between Future Health ESG Corp., a Delaware corporation (the “Company”), and Future Health ESG Associates 1, LLC, an Indiana limited liability company (the “Purchaser”).
SPECIAL WARRANT AGREEMENTSpecial Warrant Agreement • March 29th, 2023 • Future Health ESG Corp. • Blank checks • New York
This SPECIAL WARRANT AGREEMENT (this “Agreement”) is made as of March 28, 2023 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”).
AMENDMENT NO. 1 TO INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • September 21st, 2023 • Future Health ESG Corp. • Blank checks
THIS AMENDMENT NO. 1 TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment”) is made as of September 15, 2023, by and between Future Health ESG Corp, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). Capitalized terms contained in this Amendment, but not specifically defined in this Amendment, shall have the meanings ascribed to such terms in the Original Agreement (as defined below).
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:
TERMINATION OF PROMISSORY NOTEOf • March 27th, 2024 • Future Health ESG Corp. • Blank checks
This Termination of Promissory Note (this “Termination”) is made and entered into as of March 25, 2024, by and between Future Health ESG Corp., a Delaware corporation (“Maker”), and Future Health ESG Associates 1, LLC, an Indiana limited liability company (“Payee”).
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”).
