Future Health ESG Corp. amends sponsor handover and underwriter fee agreements

On March 5, 2024, Future Health, the New Sponsor and the Sponsor entered into an amendment to the Purchase and Sponsor Handover Agreement (the "First Amendment"), pursuant to which the Sponsor Handover is conditioned on, among other things, (i) the underwriters of Future Health’s initial public offering having in the aggregate either, at Future Health’s option, (a) $3,000,000 in cash or (b) a number of shares of Common Stock equal to the greater of (1) 300,000 and (2) the quotient obtained by dividing (x) $3,000,000 by (y) the three-day VWAP (as defined in the First Amendment) of the Common Stock over the three trading days immediately preceding the date of the initial filing of the re-sale registration statement on Form S-1 or F-1 (or any successor form, as applicable) to register the re-sale of such securities.

On March 5, 2024, the Company and Cantor entered into a fee modification agreement (the "Cantor Fee Modification Agreement"), pursuant to which, among other things, Cantor agreed to accept, in lieu of payment of the Cantor Deferred Fee in cash at the Closing, either, in the Company’s sole discretion, (1) a certain number of shares of the publicly traded common equity securities of the resulting public entity following the Company’s initial business combination (the "New Common Stock") equal to the greater of (a) 290,000 and (b) the quotient obtained by dividing (x) $2,900,000 by (y) the VWAP (as defined in the Cantor Fee Modification Agreement) of the New Common Stock over the three trading days immediately preceding the date of the initial filing of the re-sale registration statement on Form S-1 or F-1 (or any successor form, as applicable) to register the re-sale of such securities (the "Cantor Fee Shares"), or (2) a non-refundable cash fee of $2,900,000.

Also on March 5, 2024, the Company and Roth entered into a fee modification agreement (the "Roth Fee Modification Agreement" and, together with the Cantor Fee Modification Agreement, the "Fee Modification Agreements"), pursuant to which, among other things, Roth agreed to accept, in lieu of payment of the Roth Fee in cash at the Closing, either, in the Company’s sole discretion, (1) a certain number of shares of New Common Stock equal to the greater of (a) 10,000 and (b) the quotient obtained by dividing (x) $100,000 by (y) the VWAP (as defined in the Roth Fee Modification Agreement) of the New Common Stock over the three trading days immediately preceding the date of the initial filing of the re-sale registration statement on Form S-1 or F-1 (or any successor form, as applicable) to register the re-sale of such securities (the "Roth Fee Shares"), or (2) a non-refundable cash fee of $100,000.