Exhibit 4.6


 


PRIVATE WARRANT AGREEMENT



 


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”).


 


WHEREAS, the Company
is engaged in a public offering (the “Public Offering”) of up to 23,000,000 units (including 3,000,000 units which
may be issued pursuant to an over-allotment option granted to the underwriters of the Public Offering), each unit (“Unit”)
comprised of one share of common stock of the Company, par value $0.0001 per share (“Common Stock”), and one-half of
one warrant, where each whole warrant entitles the holder to purchase one share of Common Stock at a price of $11.50 per share, subject
to adjustment as described herein, and, in connection therewith, will issue and deliver up to 11,500,000 whole warrants to the public
investors in connection with the Public Offering; and


 


WHEREAS, the Company
has filed with the Securities and Exchange Commission (the “SEC”) a Registration Statement on Form S-1, No. 333-[
            ] (“Registration Statement”) and prospectus
(“Prospectus”), for the registration, under the Securities Act of 1933, as amended (“Act”) of, among
other securities, the warrants contained in the Units; and


 


WHEREAS, the Company
has received binding commitments to purchase an aggregate of 7,375,000 warrants (or up to 8,125,000 warrants if the underwriters’
over-allotment option is exercised in full) (the “Founder Warrants”) upon consummation of the Public Offering; and


 


WHEREAS, the Company
may issue up to an additional 2,000,000 warrants (“Working Capital Warrants” and together with the Founder Warrants,
the “Private Warrants”) in satisfaction of certain working capital loans made by the Company’s officers, directors,
initial stockholders and their affiliates; and


 


WHEREAS, the Company
desires the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing to so act, in connection with the issuance,
registration, transfer, exchange, and exercise of the Private Warrants; and


 


WHEREAS, the Company
desires to provide for the form and provisions of the Private Warrants, the terms upon which they shall be issued and exercised, and the
respective rights, limitation of rights, and immunities of the Company, the Warrant Agent, and the holders of the Private Warrants; and


 


WHEREAS, all acts and
things have been done and performed which are necessary to make the Private Warrants, when executed on behalf of the Company and countersigned
by or on behalf of the Warrant Agent, as provided herein, the valid, binding, and legal obligations of the Company, and to authorize the
execution and delivery of this Agreement.


 


NOW, THEREFORE, in consideration
of the mutual agreements herein contained, the parties hereto agree as follows:


 


1. Appointment of Warrant Agent. The Company hereby appoints
the Warrant Agent to act as agent for the Company for the Private Warrants, and the Warrant Agent hereby accepts such appointment and
agrees to perform the same in accordance with the terms and conditions set forth in this Agreement.


 


2. Warrants.


 


2.1. Form
of Private Warrant. Each Private Warrant shall be issued in registered form only, shall be in substantially the form of Exhibit
A hereto, the provisions of which are incorporated herein and shall be signed by, or bear the facsimile signature of, the Chairman
of the Board of Directors or Chief Executive Officer and Treasurer, Secretary or Assistant Secretary of the Company and shall bear a
facsimile of the Company’s seal. In the event the person whose facsimile signature has been placed upon any Private Warrant
shall have ceased to serve in the capacity in which such person signed the Private Warrant before such Private Warrant is issued, it
may be issued with the same effect as if he or she had not ceased to be such at the date of issuance.


 



     


     


    

 


2.2. Uncertificated
Warrants. Notwithstanding anything herein to the contrary, any Private Warrant may be issued in uncertificated or book-entry form
through the Warrant Agent and/or the facilities of The Depository Trust Company (the “Depositary”) or other book-entry
depositary system, in each case as determined by the Board of Directors of the Company or by an authorized committee thereof. Any Private
Warrant so issued shall have the same terms, force and effect as a certificated Private Warrant that has been duly countersigned by the
Warrant Agent in accordance with the terms of this Agreement.


 


2.3. Effect of
Countersignature. Except with respect to uncertificated Private Warrants as described above, unless and until countersigned by the
Warrant Agent pursuant to this Agreement, a Private Warrant shall be invalid and of no effect and may not be exercised by the holder thereof.


 


2.4. Registration.


 


2.4.1. Warrant
Register. The Warrant Agent shall maintain books (“Warrant Register”) for the registration of original issuance
and the registration of transfer of the Private Warrants. Upon the initial issuance of the Private Warrants, the Warrant Agent shall issue
and register the Private Warrants in the names of the respective holders thereof in such denominations and otherwise in accordance with
instructions delivered to the Warrant Agent by the Company.


 


2.4.2. Registered
Holder. Prior to due presentment for registration of transfer of any Private Warrant, the Company and the Warrant Agent may deem and
treat the person in whose name such Private Warrant is then registered in the Warrant Register (“registered holder”)
as the absolute owner of such Private Warrant and of each Private Warrant represented thereby (notwithstanding any notation of ownership
or other writing on the Private Warrant certificate made by anyone other than the Company or the Warrant Agent), for the purpose of any
exercise thereof, and for all other purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary.


 


3. Terms and Exercise of Warrants.


 


3.1. Warrant
Price. Each whole Private Warrant shall, when countersigned by the Warrant Agent (except with respect to uncertificated Private Warrants),
entitle the registered holder thereof, subject to the provisions of such Private Warrant and of this Agreement, to purchase from the Company
the number of shares of Common Stock stated therein, at the price of $11.50 per share, subject to the adjustments provided in Section 4
hereof and in the last sentence of this Section 3.1. The term “Warrant Price” as used in this Agreement refers to the
price per share at which the shares of Common Stock may be purchased at the time a Private Warrant is exercised. The Company in its sole
discretion may lower the Warrant Price at any time prior to the Expiration Date (as defined below) for a period of not less than twenty
(20) Business Days; provided, that the Company shall provide at least twenty (20) days’ prior written notice of such reduction
to registered holders of the Private Warrants and, provided further that any such reduction shall be applied consistently to all of the
Private Warrants.


 


3.2. Duration
of Warrants. A Private Warrant may be exercised only during the period commencing on the date that is thirty (30) days after the consummation
by the Company of a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business
combination with one or more businesses or entities (“Business Combination”) (as described more fully in the Registration
Statement) and terminating at 5:00 p.m., New York City time on the date that is five (5) years after the date on which the Company consummates
a Business Combination (“Expiration Date”). The period of time from the date the Private Warrants will first become
exercisable until the expiration of the Private Warrants shall hereafter be referred to as the “Exercise Period.” Each
outstanding Private Warrant not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights
in respect thereof under this Agreement shall cease at the close of business on the Expiration Date. The Company in its sole discretion
may extend the duration of the Private Warrants by delaying the Expiration Date; provided, however, that the Company will provide at least
twenty (20) days’ prior written notice of any such extension to registered holders and, provided further that any such extension
shall be applied consistently to all of the Private Warrants.


 






     


     


    

 


3.3. Exercise
of Warrants.


 


3.3.1. Payment.
Subject to the provisions of the Private Warrant and this Agreement, a Private Warrant, when countersigned by the Warrant Agent, may be
exercised by the registered holder thereof by surrendering it, at the office of the Warrant Agent, or at the office of its successor as
Warrant Agent, in the Borough of Manhattan, City and State of New York, with the subscription form, as set forth in the Private Warrant,
duly executed, and by paying in full the Warrant Price for each share of Common Stock as to which the Private Warrant is exercised and
any and all applicable taxes due in connection with the exercise of the Private Warrant, as follows:


 


(a) in lawful
money of the United States, by good certified check or wire transfer payable to the order of the Warrant Agent or wire transfer; or


 


(b) by surrendering
such Private Warrants for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the
number of shares of Common Stock underlying the Private Warrants, multiplied by the difference between the exercise price of the Private
Warrants and the “Fair Market Value” by (y) the Fair Market Value; provided, however, that no cashless exercise shall
be permitted unless the Fair Market Value is equal to or higher than the exercise price. Solely for purposes of this Section 3.3.1(c),
the “Fair Market Value” shall mean the average reported last sale price of the Common Stock for the ten (10) trading
days ending on the trading day prior to the date of exercise.


 


3.3.2. Issuance
of Shares of Common Stock. As soon as practicable after the exercise of any Private Warrant and the clearance of the funds in payment
of the Warrant Price (if any), the Company shall issue to the registered holder of such Private Warrant a certificate or certificates,
or book entry position, for the number of shares of Common Stock to which he, she or it is entitled, registered in such name or names
as may be directed by him, her or it, and if such Private Warrant shall not have been exercised in full, a new countersigned Private Warrant,
or book entry position, for the number of shares as to which such Private Warrant shall not have been exercised. Notwithstanding the foregoing,
in no event will the Company be required to net cash settle the Private Warrant exercise. No Private Warrant shall be exercisable for
cash and the Company shall not be obligated to issue shares of Common Stock upon exercise of a Private Warrant unless the Common Stock
issuable upon such Private Warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state
of residence of the registered holder of the Private Warrants. In the event that the condition in the immediately preceding sentence is
not satisfied with respect to a Private Warrant, the holder of such Private Warrant shall not be entitled to exercise such Private Warrant
for cash and such Private Warrant may have no value and expire worthless, in which case the purchaser of a Unit containing such Private
Warrants shall have paid the full purchase price for the Unit solely for the shares of Common Stock underlying such Unit. Private Warrants
may not be exercised by, or securities issued to, any registered holder in any state in which such exercise or issuance would be unlawful.


 


3.3.3. Valid
Issuance. All shares of Common Stock issued upon the proper exercise of a Private Warrant in conformity with this Agreement shall
be validly issued, fully paid and nonassessable.


 


3.3.4. Date
of Issuance. Each person in whose name any book entry position or certificate for shares of Common Stock is issued shall for all purposes
be deemed to have become the holder of record of such shares on the date on which the Private Warrant, or book entry position representing
such Private Warrant, was surrendered and payment of the Warrant Price was made, irrespective of the date of delivery of such certificate,
except that, if the date of such surrender and payment is a date when the share transfer books of the Company or book entry system of
the Warrant Agent are closed, such person shall be deemed to have become the holder of such shares at the close of business on the next
succeeding date on which the share transfer books or book entry system are open.


 






     


     


    

 


3.3.5 Maximum
Percentage. A holder of a Private Warrant may notify the Company in writing in the event it elects to be subject to the
provisions contained in this subsection 3.3.5; however, no holder of a Private Warrant shall be subject to this subsection 3.3.5
unless he, she or it makes such election. If the election is made by a holder, the Warrant Agent shall not cause the exercise of the
holder’s Private Warrant, and such holder shall not have the right to exercise such Private Warrant, to the extent that after
giving effect to such exercise, such person (together with such person’s affiliates), to the Warrant Agent’s actual
knowledge, would beneficially own in excess of 9.8% (the “Maximum Percentage”) of the shares of Common Stock
outstanding immediately after giving effect to such exercise. For purposes of the foregoing sentence, the aggregate number of shares
of Common Stock beneficially owned by such person and its affiliates shall include the number of shares of Common Stock issuable
upon exercise of the Private Warrant with respect to which the determination of such sentence is being made, but shall exclude
shares of Common Stock that would be issuable upon (x) exercise of the remaining, unexercised portion of the Private Warrant
beneficially owned by such person and its affiliates and (y) exercise or conversion of the unexercised or unconverted portion
of any other securities of the Company beneficially owned by such person and its affiliates (including, without limitation, any
convertible notes or convertible preferred stock or warrants) subject to a limitation on conversion or exercise analogous to the
limitation contained herein. Except as set forth in the preceding sentence, for purposes of this paragraph, beneficial ownership
shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”). For purposes of the Private Warrant, in determining the number of outstanding shares of Common Stock, the holder
may rely on the number of outstanding shares of Common Stock as reflected in (1) the Company’s most recent annual report
on Form 10-K, quarterly report on Form 10-Q, current report on Form 8-K or other public filing with
the SEC as the case may be, (2) a more recent public announcement by the Company or (3) any other notice by the Company or
the Warrant Agent setting forth the number of shares of Common Stock outstanding. For any reason at any time, upon the written
request of the holder of the Private Warrant, the Company shall, within two (2) Business Days, confirm orally and in writing to
such holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock
shall be determined after giving effect to the conversion or exercise of equity securities of the Company by the holder and its
affiliates since the date as of which such number of outstanding shares of Common Stock was reported. By written notice to the
Company, the holder of a Private Warrant may from time to time increase or decrease the Maximum Percentage applicable to such holder
to any other percentage specified in such notice; provided, however, that any such increase shall not be effective until the
sixty-first (61st) day after such notice is delivered to the Company.


 


4. Adjustments.


 


4.1. Stock Dividends;
Split Ups. If after the date hereof, and subject to the provisions of Section 4.6 below, the number of outstanding shares of Common
Stock is increased by a stock dividend payable in shares of Common Stock, or by a split up of shares of Common Stock, or other similar
event, then, on the effective date of such stock dividend, split up or similar event, the number of shares of Common Stock issuable on
exercise of each Private Warrant shall be increased in proportion to such increase in outstanding shares of Common Stock.


 


4.2. Aggregation
of Shares. If after the date hereof, the number of outstanding shares of Common Stock is decreased by a consolidation, combination,
reverse stock split or reclassification of shares of Common Stock or other similar event, then, on the effective date of such consolidation,
combination, reverse stock split, reclassification or similar event, the number of shares of Common Stock issuable on exercise of each
Private Warrant shall be decreased in proportion to such decrease in outstanding shares of Common Stock.


 


4.3 Extraordinary
Dividends. If the Company, at any time while the Private Warrants are outstanding and unexpired, shall pay a dividend or make a
distribution in cash, securities or other assets to the holders of the shares of Common Stock or other shares of the Company’s
capital stock into which the Private Warrants are convertible (an “Extraordinary Dividend”), then the Warrant
Price shall be decreased, effective immediately after the effective date of such Extraordinary Dividend, by the amount of cash and
the fair market value (as determined by the Company’s Board of Directors, in good faith) of any securities or other assets
paid in respect of such Extraordinary Dividend divided by all outstanding shares of the Company at such time (whether or not any
shareholders waived their right to receive such dividend); provided, however, that none of the following shall be deemed an
Extraordinary Dividend for purposes of this provision: (a) any adjustment described in subsection 4.1 above, (b) any cash
dividends or cash distributions which, when combined on a per share basis with all other cash dividends and cash distributions paid
on the Common Stock during the 365-day period ending on the date of declaration of such dividend or distribution does not
exceed $0.50 per share (taking into account all of the outstanding shares of the Company at such time (whether or not any
shareholders waived their right to receive such dividend) and as adjusted to appropriately reflect any of the events referred to in
other subsections of this Section 4 and excluding cash dividends or cash distributions that resulted in an adjustment to the
Warrant Price or to the number of shares of Common Stock issuable on exercise of each Private Warrant) but only with respect to the
amount of the aggregate cash dividends or cash distributions equal to or less than $0.50, (c) any payment to satisfy the conversion
rights of the holders of the shares of Common Stock in connection with a proposed initial Business Combination or certain amendments
to the Company’s Amended and Restated Certificate of Incorporation (as described in the Registration Statement) or
(d) any payment in connection with the Company’s liquidation and the distribution of its assets upon its failure to
consummate a Business Combination. Solely for purposes of illustration, if the Company, at a time while the Private Warrants are
outstanding and unexpired, pays a cash dividend of $0.35 and previously paid an aggregate of $0.40 of cash dividends and cash
distributions on the Common Stock during the 365-day period ending on the date of declaration of such $0.35 dividend, then
the Warrant Price will be decreased, effectively immediately after the effective date of such $0.35 dividend, by $0.25 (the absolute
value of the difference between $0.75 (the aggregate amount of all cash dividends and cash distributions paid or made in
such 365-day period, including such $0.35 dividend) and $0.50 (the greater of (x) $0.50 and (y) the aggregate amount
of all cash dividends and cash distributions paid or made in such 365-day period prior to such $0.35 dividend)).
Furthermore, solely for the purposes of illustration, if following the closing of the Company’s initial Business Combination,
there were 100,000,000 shares outstanding and the Company paid a $1.00 dividend to 17,500,000 of such shares (with the remaining
82,500,000 shares waiving their right to receive such dividend), then no adjustment to the Warrant Price would occur as a $17.5
million dividend payment divided by 100,000,000 shares equals $0.175 per share which is less than $0.50 per share.


 






     


     


    

 


4.4 Adjustments
in Exercise Price. Whenever the number of shares of Common Stock purchasable upon the exercise of the Private Warrants is adjusted,
as provided in Sections 4.1 and 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price
immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of shares of Common Stock purchasable
upon the exercise of the Private Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number
of shares of Common Stock so purchasable immediately thereafter.


 


4.5. Replacement
of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding shares of Common Stock
(other than a change covered by Section 4.1, 4.2 or 4.3 hereof or that solely affects the par value of the Common Stock), or in the
case of any merger or consolidation of the Company with or into another corporation (other than a consolidation or merger in which the
Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding Common Stock),
or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety
or substantially as an entirety in connection with which the Company is dissolved, the Private Warrant holders shall thereafter have the
right to purchase and receive, upon the basis and upon the terms and conditions specified in the Private Warrants and in lieu of the shares
of Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby,
the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization,
merger or consolidation, or upon a dissolution following any such sale or transfer, that the Private Warrant holder would have received
if such Private Warrant holder had exercised his, her or its Private Warrant(s) immediately prior to such event. If any reclassification
also results in a change in the Common Stock covered by Section 4.1, 4.2 or 4.3, then such adjustment shall be made pursuant to Sections
4.1, 4.2, 4.3, 4.4 and this Section 4.5. The provisions of this Section 4.5 shall similarly apply to successive reclassifications,
reorganizations, mergers or consolidations, sales or other transfers. In no event will the Warrant Price be reduced to less than the par
value per share issuable upon exercise of the Private Warrant.


 


4.6. Issuance in connection
with a Business Combination. If, in connection with a Business Combination, the Company (a) issues additional shares of Common Stock
or equity-linked securities at an issue price or effective issue price of less than $9.20 per share (with such issue price or effective
issue price as determined by the Company’s Board of Directors, in good faith, and in the case of any such issuance to the Company’s
initial stockholders, or their affiliates, without taking into account any founders’ shares held by them prior to such issuance),
(b) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available
for the funding of the Business Combination on the date of the consummation of such Business Combination, and (c) the Fair Market Value
(as defined below) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to
115% of the greater of (i) the Fair Market Value or (ii) the price at which the Company issues the Common Stock or equity-linked securities.
Solely for purposes of this Section 4.6, the “Fair Market Value” shall mean the volume weighted average reported trading price
of the Common Stock for the twenty (20) trading days starting on the trading day prior to the date of the consummation of the Business
Combination.


 






     


     


    

 


4.7. Notices
of Changes in Warrant. Upon every adjustment of the Warrant Price or the number of shares issuable upon exercise of a Private Warrant,
the Company shall give written notice thereof to the Warrant Agent, which notice shall state the Warrant Price resulting from such adjustment
and the increase or decrease, if any, in the number of shares purchasable at such price upon the exercise of a Private Warrant, setting
forth in reasonable detail the method of calculation and the facts upon which such calculation is based. Upon the occurrence of any event
specified in Sections 4.1, 4.2, 4.3, 4.4, 4.5 or 4.6, then, in any such event, the Company shall give written notice to each Private Warrant
holder, at the last address set forth for such holder in the Warrant Register, of the record date or the effective date of the event.
Failure to give such notice, or any defect therein, shall not affect the legality or validity of such event.


 


4.8. No Fractional
Warrants or Shares. Notwithstanding any provision contained in this Agreement to the contrary, the Company shall not issue fractional
shares upon exercise of Private Warrants. If, by reason of any adjustment made pursuant to this Section 4, the holder of any Private
Warrant would be entitled, upon the exercise of such Private Warrant, to receive a fractional interest in a share, the Company shall,
upon such exercise, round up to the nearest whole number of shares of Common Stock to be issued to the Private Warrant holder.


 


4.9. Form of
Warrant. The form of Private Warrant need not be changed because of any adjustment pursuant to this Section 4, and Private Warrants
issued after such adjustment may state the same Warrant Price and the same number of shares as is stated in the Private Warrants initially
issued pursuant to this Agreement. However, the Company may at any time in its sole discretion make any change in the form of Private
Warrant that the Company may deem appropriate and that does not affect the substance thereof, and any Private Warrant thereafter issued
or countersigned, whether in exchange or substitution for an outstanding Private Warrant or otherwise, may be in the form as so changed.


 


4.10.  Other
Events. In case any event shall occur affecting the Company as to which none of the provisions of preceding subsections of this Section 4
are strictly applicable, but which would require an adjustment to the terms of the Private Warrants in order to (i) avoid an adverse
impact on the Private Warrants and (ii) effectuate the intent and purpose of this Section 4, then, in each such case, the Company
shall appoint a firm of independent public accountants, investment banking or other appraisal firm of recognized national standing, which
shall give its opinion as to whether or not any adjustment to the rights represented by the Private Warrants is necessary to effectuate
the intent and purpose of this Section 4 and, if they determine that an adjustment is necessary, the terms of such adjustment. The
Company shall adjust the terms of the Private Warrants in a manner that is consistent with any adjustment recommended in such opinion.


 


5. Transfer and Exchange of Warrants.


 


5.1. Registration
of Transfer. The Warrant Agent shall register the transfer, from time to time, of any outstanding Private Warrant upon the Warrant
Register, upon surrender of such Private Warrant for transfer, properly endorsed with signatures, in the case of certificated Private
Warrants, properly guaranteed and accompanied by appropriate instructions for transfer. Upon any such transfer, a new Private Warrant
representing an equal aggregate number of Private Warrants shall be issued and the old Private Warrant shall be cancelled by the Warrant
Agent. In the case of certificated Private Warrants, the Private Warrants so cancelled shall be delivered by the Warrant Agent to the
Company from time to time upon request.


 


5.2. Procedure
for Surrender of Warrants. Private Warrants may be surrendered to the Warrant Agent, either in certificated form or in book entry
position, together with a written request for exchange or transfer, and thereupon the Warrant Agent shall issue in exchange therefor one
or more new Private Warrants, or book entry positions, as requested by the registered holder of the Private Warrants so surrendered, representing
an equal aggregate number of Private Warrants; provided, however, that in the event that a Private Warrant surrendered for transfer bears
a restrictive legend, the Warrant Agent shall not cancel such Private Warrant and issue new Private Warrants in exchange therefor until
the Warrant Agent has received an opinion of counsel for the Company stating that such transfer may be made and indicating whether the
new Private Warrants must also bear a restrictive legend.


 


5.3. Fractional
Warrants. The Warrant Agent shall not be required to effect any registration of transfer or exchange which will result in the issuance
of a warrant certificate or book-entry position for a fraction of a Private Warrant.


 






     


     


    

 


5.4. Service
Charges. No service charge shall be made for any exchange or registration of transfer of Private Warrants.


 


5.5. Warrant
Execution and Countersignature. The Warrant Agent is hereby authorized to countersign and to deliver, in accordance with the terms
of this Agreement, the Private Warrants required to be issued pursuant to the provisions of this Section 5, and the Company, whenever
required by the Warrant Agent, will supply the Warrant Agent with Private Warrants duly executed on behalf of the Company for such purpose.


 


5.6. Transfer.
The Warrant Agent shall not register any transfer of the Private Warrants until after the consummation by the Company of an initial Business
Combination, except for transfers (i) among the initial stockholders or to the initial stockholders’ or the Company’s
officers, directors, consultants or their affiliates, (ii) to a holder’s stockholders or members upon the holder’s liquidation,
in each case if the holder is an entity, (iii) by bona fide gift to a member of the holder’s immediate family or to a trust,
the beneficiary of which is the holder or a member of the holder’s immediate family, in each case for estate planning purposes,
(iv) by virtue of the laws of descent and distribution upon death, (v) pursuant to a qualified domestic relations order, (vi) to
the Company for no value for cancellation in connection with the consummation of a Business Combination, (vii) in connection with
the consummation of a Business Combination by private sales at prices no greater than the price at which the Private Warrants were originally
purchased, (viii) in the event of the Company’s liquidation prior to its consummation of an initial Business Combination or
(ix) in the event that, subsequent to the consummation of an initial Business Combination, the Company completes a liquidation, merger,
share exchange or other similar transaction which results in all of the Company’s stockholders having the right to exchange their
Common Stock for cash, securities or other property, in each case (except for clauses (vi), (viii) or (ix) or with the Company’s
prior written consent) on the condition that prior to such registration for transfer, the Warrant Agent shall be presented with written
documentation pursuant to which each transferee or the trustee or legal guardian for such transferee agrees to be bound by the transfer
restrictions contained in this section and any other applicable agreement the transferor is bound by.


 


6. [Reserved.]


 


7. Other Provisions Relating to Rights
of Holders of Warrants.


 


7.1. No Rights
as Stockholder. A Private Warrant does not entitle the registered holder thereof to any of the rights of a stockholder of the Company,
including, without limitation, the right to receive dividends, or other distributions, exercise any preemptive rights to vote or to consent
or to receive notice as stockholders in respect of the meetings of stockholders or the election of directors of the Company or any other
matter.


 


7.2. Lost, Stolen,
Mutilated, or Destroyed Warrants. If any Private Warrant is lost, stolen, mutilated, or destroyed, the Company and the Warrant Agent
may on such terms as to indemnity or otherwise as they may in their discretion impose (which shall, in the case of a mutilated Private
Warrant, include the surrender thereof), issue a new Private Warrant of like denomination, tenor, and date as the Private Warrant so lost,
stolen, mutilated, or destroyed. Any such new Private Warrant shall constitute a substitute contractual obligation of the Company, whether
or not the allegedly lost, stolen, mutilated, or destroyed Private Warrant shall be at any time enforceable by anyone.


 


7.3. Reservation
of Shares of Common Stock. The Company shall at all times reserve and keep available a number of its authorized but unissued shares
of Common Stock that will be sufficient to permit the exercise in full of all outstanding Private Warrants issued pursuant to this Agreement.


 


7.4. Registration
of Shares of Common Stock. The Company agrees that as soon as practicable after the closing of its initial Business Combination,
it shall use its best efforts to file with the Securities and Exchange Commission a registration statement for the registration,
under the Act, of the shares of Common Stock issuable upon exercise of the Private Warrants, and it shall use its best efforts to
take such action as is necessary to register or qualify for sale, in those states in which the Private Warrants were initially
offered by the Company and in those states where holders of Private Warrants then reside, the shares of Common Stock issuable upon
exercise of the Private Warrants, to the extent an exemption is not available. The Company will use its best efforts to cause the
same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating
thereto, until the expiration of the Private Warrants in accordance with the provisions of this Agreement. The Company shall provide
the Warrant Agent with an opinion of counsel for the Company (which shall be an outside law firm with securities law experience)
stating that (i) the exercise of the Private Warrants on a cashless basis in accordance with this Section 7.4 is not
required to be registered under the Act and (ii) the shares of Common Stock issued upon such exercise will be freely tradable
under U.S. federal securities laws by anyone who is not an affiliate (as such term is defined in Rule 144 under the Act) of the
Company and, accordingly, will not be required to bear a restrictive legend. For the avoidance of any doubt, unless and until all of
the Private Warrants have been exercised on a cashless basis, the Company shall continue to be obligated to comply with its
registration obligations under the first three sentences of this Section 7.4. The provisions of this Section 7.4 may not be
modified, amended, or deleted without the prior written consent of Cantor Fitzgerald & Co., the representative of the
underwriters of the Public Offering (“Representative”).


 






     


     


    

 


8. Concerning the Warrant Agent and
Other Matters.


 


8.1. Payment
of Taxes. The Company will from time to time promptly pay all taxes and charges that may be imposed upon the Company or the Warrant
Agent in respect of the issuance or delivery of shares of Common Stock upon the exercise of Private Warrants, but the Company shall not
be obligated to pay any transfer taxes in respect of the Private Warrants or such shares of Common Stock.


 


8.2. Resignation,
Consolidation, or Merger of Warrant Agent.


 


8.2.1. Appointment
of Successor Warrant Agent. The Warrant Agent, or any successor to it hereafter appointed, may resign its duties and be discharged
from all further duties and liabilities hereunder after giving sixty (60) days’ notice in writing to the Company. If the office
of the Warrant Agent becomes vacant by resignation or incapacity to act or otherwise, the Company shall appoint in writing a successor
Warrant Agent in place of the Warrant Agent. If the Company shall fail to make such appointment within a period of thirty (30) days
after it has been notified in writing of such resignation or incapacity by the Warrant Agent or by the holder of the Private Warrant (who
shall, with such notice, submit his Private Warrant for inspection by the Company), then the holder of any Private Warrant may apply to
the Supreme Court of the State of New York for the County of New York for the appointment of a successor Warrant Agent at the Company’s
cost. Any successor Warrant Agent, whether appointed by the Company or by such court, shall be a corporation organized and existing under
the laws of the State of New York, in good standing and having its principal office in the Borough of Manhattan, City and State of New
York, and authorized under such laws to exercise corporate trust powers and subject to supervision or examination by federal or state
authority. After appointment, any successor Warrant Agent shall be vested with all the authority, powers, rights, immunities, duties,
and obligations of its predecessor Warrant Agent with like effect as if originally named as Warrant Agent hereunder, without any further
act or deed; but if for any reason it becomes necessary or appropriate, the predecessor Warrant Agent shall execute and deliver, at the
expense of the Company, an instrument transferring to such successor Warrant Agent all the authority, powers, and rights of such predecessor
Warrant Agent hereunder; and upon request of any successor Warrant Agent the Company shall make, execute, acknowledge, and deliver any
and all instruments in writing for more fully and effectually vesting in and confirming to such successor Warrant Agent all such authority,
powers, rights, immunities, duties, and obligations.


 


8.2.2. Notice
of Successor Warrant Agent. In the event a successor Warrant Agent shall be appointed, the Company shall give notice thereof to the
predecessor Warrant Agent and the transfer agent for the shares of Common Stock not later than the effective date of any such appointment.


 


8.2.3. Merger
or Consolidation of Warrant Agent. Any corporation into which the Warrant Agent may be merged or with which it may be consolidated
or any corporation resulting from any merger or consolidation to which the Warrant Agent shall be a party shall be the successor Warrant
Agent under this Agreement without any further act.


 


8.3. Fees and
Expenses of Warrant Agent.


 


8.3.1. Remuneration.
The Company agrees to pay the Warrant Agent reasonable remuneration for its services as such Warrant Agent hereunder and will reimburse
the Warrant Agent upon demand for all expenditures that the Warrant Agent may reasonably incur in the execution of its duties hereunder.


 






     


     


    

 


8.3.2. Further
Assurances. The Company agrees to perform, execute, acknowledge, and deliver or cause to be performed, executed, acknowledged, and
delivered all such further and other acts, instruments, and assurances as may reasonably be required by the Warrant Agent for the carrying
out or performing of the provisions of this Agreement.


 


8.4. Liability
of Warrant Agent.


 


8.4.1. Reliance
on Company Statement. Whenever in the performance of its duties under this Agreement, the Warrant Agent shall deem it necessary or
desirable that any fact or matter be proved or established by the Company prior to taking or suffering any action hereunder, such fact
or matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and established
by a statement signed by the Chief Executive Officer or Chairman of the Board of Directors of the Company and delivered to the Warrant
Agent. The Warrant Agent may rely upon such statement for any action taken or suffered in good faith by it pursuant to the provisions
of this Agreement.


 


8.4.2. Indemnity.
The Warrant Agent shall be liable hereunder only for its own fraud, gross negligence, willful misconduct or bad faith. The Company agrees
to indemnify the Warrant Agent and save it harmless against any and all liabilities, including judgments, costs and reasonable counsel
fees, for anything done or omitted by the Warrant Agent in the execution of this Agreement except as a result of the Warrant Agent’s
fraud, gross negligence, willful misconduct, or bad faith.


 


8.4.3. Exclusions.
The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution
of any Private Warrant (except its countersignature thereof); nor shall it be responsible for any breach by the Company of any covenant
or condition contained in this Agreement or in any Private Warrant; nor shall it be responsible to make any adjustments required under
the provisions of Section 4 hereof or responsible for the manner, method, or amount of any such adjustment or the ascertaining of
the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation
or warranty as to the authorization or reservation of any shares of Common Stock to be issued pursuant to this Agreement or any Private
Warrant or as to whether any shares of Common Stock will, when issued, be valid and fully paid and nonassessable.


 


8.5. Acceptance
of Agency. The Warrant Agent hereby accepts the agency established by this Agreement and agrees to perform the same upon the terms
and conditions herein set forth and among other things, shall account promptly to the Company with respect to Private Warrants exercised
and concurrently account for, and pay to the Company, all monies received by the Warrant Agent for the purchase of shares of Common Stock
through the exercise of Private Warrants.


 


9. Miscellaneous Provisions.


 


9.1. Successors.
All the covenants and provisions of this Agreement by or for the benefit of the Company or the Warrant Agent shall bind and inure to the
benefit of their respective successors and assigns.


 


9.2. Notices.
Any notice, statement or demand authorized by this Agreement to be given or made by the Warrant Agent or by the holder of any Private
Warrant to or on the Company shall be sufficiently given when so delivered if by hand or overnight delivery or if sent by certified mail
or private courier service within five (5) days after deposit of such notice, postage prepaid, addressed (until another address is
filed in writing by the Company with the Warrant Agent), as follows:


 






     


     


    

 


Any notice, statement or demand authorized
by this Agreement to be given or made by the holder of any Private Warrant or by the Company to or on the Warrant Agent shall be sufficiently
given when so delivered if by hand or overnight delivery or if sent by certified mail or private courier service within five days after
deposit of such notice, postage prepaid, addressed (until another address is filed in writing by the Warrant Agent with the Company),
as follows:


 


Continental Stock Transfer &
Trust Company


1 State Street


New York, New York 10004


Attn: Compliance Department


 


with a copy in each case to:


 


Graubard Miller


The Chrysler Building


405 Lexington Avenue, 11th Floor


New York, New York 10174


Attn: David Alan Miller, Esq.


 


and


 


Future Health ESG Corp.

8 The Green, Suite #12081

Dover, DE 19901

Attention: Travis A. Morgan


 


and


 


Blank Rome LLP


1271 Avenue of the Americas


New York, New York 10020


Attn: Robert
J. Mittman, Esq.


 


9.3. Applicable
Law. The validity, interpretation, and performance of this Agreement and of the Private Warrants shall be governed in all respects
by the laws of the State of New York, without giving effect to conflicts of law principles that would result in the application of the
substantive laws of another jurisdiction. The Company hereby agrees that any action, proceeding or claim against it arising out of or
relating in any way to this Agreement shall be brought and enforced in the courts of the State of New York or the United States District
Court for the Southern District of New York. The Company hereby waives any objection that such courts represent an inconvenient forum.
Notwithstanding the foregoing, the provisions of this paragraph are not binding on holders of Private Warrants and will not apply to suits
brought to enforce any liability or duty created by the Act or the Exchange Act or any other claim for which the federal district courts
of the United States of America are the sole and exclusive forum. Any process or summons to be served upon the Company may be served by
transmitting a copy thereof by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address
set forth in Section 9.2 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the Company in
any action, proceeding or claim.


 


Any person or entity
purchasing or otherwise acquiring any interest in the Warrants shall be deemed to have notice of and to have consented to the forum provisions
in this Section 9.3. If any action, the subject matter of which is within the scope the forum provisions above, is filed in a court other
than a court located within the State of New York or the United States District Court for the Southern District of New York (a “foreign
action”) in the name of any warrant holder, such warrant holder shall be deemed to have consented to: (x) the personal jurisdiction
of the state and federal courts located within the State of New York or the United States District Court for the Southern District of
New York in connection with any action brought in any such court to enforce the forum provisions (an “enforcement action”),
and (y) having service of process made upon such warrant holder in any such enforcement action by service upon such warrant holder’s
counsel in the foreign action as agent for such warrant holder.


 






     


     


    

 


9.4. Persons
Having Rights under this Agreement. Nothing in this Agreement expressed and nothing that may be implied from any of the
provisions hereof is intended, or shall be construed, to confer upon, or give to, any person or corporation other than the parties
hereto and the registered holders of the Private Warrants and, for the purposes of Sections 7.4, 9.4 and 9.8 hereof, the
Representative, any right, remedy, or claim under or by reason of this Warrant Agreement or of any covenant, condition, stipulation,
promise, or agreement hereof. The Representative shall be deemed to be a third-party beneficiary of this Agreement with respect to
Sections 7.4, 9.4 and 9.8 hereof. All covenants, conditions, stipulations, promises, and agreements contained in this Warrant
Agreement shall be for the sole and exclusive benefit of the parties hereto (and the Representative with respect to the Sections
7.4, 9.4 and 9.8 hereof) and their successors and assigns and of the registered holders of the Private Warrants.


 


9.5. Examination
of the Warrant Agreement. A copy of this Agreement shall be available at all reasonable times at the office of the Warrant Agent in
the Borough of Manhattan, City and State of New York, for inspection by the registered holder of any Private Warrant. The Warrant Agent
may require any such holder to submit his Private Warrant for inspection by it.


 


9.6. Counterparts.
This Agreement may be executed in any number of original or facsimile counterparts and each of such counterparts shall for all purposes
be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.


 


9.7. Effect of
Headings. The section headings herein are for convenience only and are not part of this Agreement and shall not affect the interpretation
thereof.


 


9.8 Amendments.
This Agreement may be amended by the parties hereto without the consent of any registered holder for the purpose of curing any ambiguity,
or of curing, correcting or supplementing any defective provision contained herein or adding or changing any other provisions with respect
to matters or questions arising under this Agreement as the parties may deem necessary or desirable and that the parties deem shall not
adversely affect the interest of the registered holders. All other modifications or amendments, including any amendment to increase the
Warrant Price or shorten the Exercise Period, shall require the written consent or vote of the registered holders of a majority of the
then outstanding Private Warrants. Notwithstanding the foregoing, the Company may lower the Warrant Price or extend the duration of the
Exercise Period pursuant to Sections 3.1 and 3.2, respectively, without the consent of the registered holders. The provisions of this
Section 9.8 may not be modified, amended or deleted without the prior written consent of the Representative.


 


9.9 Trust Account
Waiver. The Warrant Agent acknowledges and agrees that it shall not make any claims or proceed against the trust account established
by the Company in connection with the Public Offering (as more fully described in the Registration Statement) (“Trust Account”),
including by way of set-off, and shall not be entitled to any funds in the Trust Account under any circumstance. In the event
that the Warrant Agent has a claim against the Company under this Agreement, the Warrant Agent will pursue such claim solely against the
Company and not against the property held in the Trust Account.


 


9.10 Severability.
This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the
validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable
term or provision, the parties hereto intend that there shall be added as a part of this Agreement a provision as similar in terms to
such invalid or unenforceable provision as may be possible and be valid and enforceable.


 


[Signature page follows]


 






     


     


    

 


IN WITNESS WHEREOF, this
Agreement has been duly executed by the parties hereto as of the day and year first above written.


 


	 	FUTURE HEALTH ESG CORP.
	 	 	 
	 	By:	                                          
	 	 	Name: Travis A. Morgan 
	 	 	Title: Chief Financial Officer
	 	
     

	 	CONTINENTAL STOCK
    TRANSFER & TRUST COMPANY
	 	 	 
	 	By:	 
	 	 	Name: 
	 	 	Title: 


 


[Signature Page to Warrant Agreement]