Exhibit 4.5


 


PUBLIC 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 (the “Public
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 Public Warrants; 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, redemption, and exercise of the Public Warrants; and


 


WHEREAS, the Company
desires to provide for the form and provisions of the Public 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 Public Warrants; and


 


WHEREAS, all acts and
things have been done and performed which are necessary to make the Public 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 Public 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
Public Warrant. Each Public 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 Public Warrant shall have ceased to serve
in the capacity in which such person signed the Public Warrant before such Public 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
Public Warrants. Notwithstanding anything herein to the contrary, any Public Warrant, or portion thereof, may be issued as part
of, and be represented by, a Unit, and any Public 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 Public
Warrant so issued shall have the same terms, force and effect as a certificated Public 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 Public Warrants as described above, unless and until countersigned by the
Warrant Agent pursuant to this Agreement, a Public 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 Public Warrants. Upon the initial issuance of the Public Warrants, the Warrant Agent shall issue
and register the Public 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 Public Warrant, the Company and the Warrant Agent may deem and
treat the person in whose name such Public Warrant is then registered in the Warrant Register (“registered holder”)
as the absolute owner of such Public Warrant and of each Public Warrant represented thereby (notwithstanding any notation of ownership
or other writing on the Public 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.


 


2.5. Detachability
of Warrants. The securities comprising the Units will not be separately transferable until the 90th day following the date
of the Prospectus or, if such 90th day is not on a day, other than a Saturday, Sunday or federal holiday, on which banks in
New York City are generally open for normal business (a “Business Day”), then on the immediately succeeding Business
Day following such date, or earlier with the consent of Cantor Fitzgerald & Co., the representative of the underwriters of the Public
Offering (“Representative”), but in no event will the Representative allow separate trading of the securities comprising
the Units until (i) the Company has filed a Current Report on Form 8-K which includes an audited balance sheet reflecting
the receipt by the Company of the gross proceeds of the Public Offering including the proceeds received by the Company from the exercise
of the underwriters’ over-allotment option in the Public Offering, if the over-allotment option is exercised prior to the filing
of the Form 8-K, and (ii) the Company has issued a press release and has filed a Current Report on Form 8-K announcing
when such earlier separate trading shall begin (the “Detachment Date”); provided that no fractional Public Warrants
will be issued upon separation of the Units and only whole Public Warrants will trade.


 


3. Terms and Exercise of Warrants.


 


3.1. Warrant
Price. Each whole Public Warrant shall, when countersigned by the Warrant Agent (except with respect to uncertificated Public Warrants),
entitle the registered holder thereof, subject to the provisions of such Public 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 Public 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 Public Warrants and, provided further that any such reduction shall be applied consistently to all of the
Public Warrants.


 


3.2. Duration
of Warrants. A Public 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 earlier to occur of (i) the
date that is five (5) years after the date on which the Company consummates a Business Combination and (ii) at 5:00 p.m., New York
City time on the Redemption Date as provided in Section 6.2 of this Agreement (“Expiration Date”). The
period of time from the date the Public Warrants will first become exercisable until the expiration of the Public Warrants shall
hereafter be referred to as the “Exercise Period.” Except with respect to the right to receive the Redemption
Price (as set forth in Section 6 hereunder), as applicable, each outstanding Public 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 Public 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 Public Warrants.


 






     


     


    

 


3.3. Exercise
of Warrants.


 


3.3.1. Payment.
Subject to the provisions of the Public Warrant and this Agreement, a Public 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 Public Warrant,
duly executed, and by paying in full the Warrant Price for each share of Common Stock as to which the Public Warrant is exercised and
any and all applicable taxes due in connection with the exercise of the Public 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;


 


(b) in the
event of a redemption pursuant to Section 6.1 hereof in which the Company’s management has elected to force all holders of
Public Warrants to exercise such Public Warrants on a “cashless basis,” by surrendering the Public 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 Public Warrants, multiplied by the difference between the Warrant Price and the “Fair Market Value” (defined below) by
(y) the Fair Market Value. Solely for purposes of this Section 3.3.1(b), the “Fair Market Value” shall mean the
average reported closing price of the Common Stock for the ten (10) trading days ending on the third trading day prior to the date
on which the notice of redemption is sent to holders of the Public Warrants pursuant to Section 6 hereof; or


 


(c) in the
event the registration statement required by Section 7.4 hereof is not effective and current within ninety (90) days after the
closing of a Business Combination, by surrendering such Public 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 Public Warrants, multiplied by the difference
between the exercise price of the Public 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 Public 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 Public 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 Public Warrant shall not have been exercised in full, a new
countersigned Public Warrant, or book entry position, for the number of shares as to which such Public Warrant shall not have been
exercised. Notwithstanding the foregoing, in no event will the Company be required to net cash settle the Public Warrant exercise.
No Public Warrant shall be exercisable for cash and the Company shall not be obligated to issue shares of Common Stock upon exercise
of a Public Warrant unless the Common Stock issuable upon such Public 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 Public Warrants. In the event that the
condition in the immediately preceding sentence is not satisfied with respect to a Public Warrant, the holder of such Public Warrant
shall not be entitled to exercise such Public Warrant for cash and such Public Warrant may have no value and expire worthless, in
which case the purchaser of a Unit containing such Public Warrants shall have paid the full purchase price for the Unit solely for
the shares of Common Stock underlying such Unit. Public 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 Public 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 Public Warrant, or book entry position representing
such Public 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 Public 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 Public 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 Public
Warrant, and such holder shall not have the right to exercise such Public 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 Public 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 Public 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 Public 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 Public 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 Public 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 Public 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 Public 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 Public 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 Public 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 Public 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 Public 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 Public 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 Public 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 Public Warrant
holders shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the
Public 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 Public Warrant holder would have received if such Public Warrant holder had exercised his, her or its Public
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 Public 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 (net of redemptions), 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 and the $18.00 per share redemption trigger price described in Section 6.1 will be adjusted (to the nearest cent)
to be equal to 180% 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 Public 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 Public 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 Public 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 Public Warrants. If, by reason of any adjustment made pursuant to this Section 4, the holder of any Public
Warrant would be entitled, upon the exercise of such Public 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 Public Warrant holder.


 


4.9. Form of
Warrant. The form of Public Warrant need not be changed because of any adjustment pursuant to this Section 4, and Public Warrants
issued after such adjustment may state the same Warrant Price and the same number of shares as is stated in the Public 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 Public Warrant
that the Company may deem appropriate and that does not affect the substance thereof, and any Public Warrant thereafter issued or countersigned,
whether in exchange or substitution for an outstanding Public 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 Public Warrants in order to (i) avoid an adverse
impact on the Public 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 Public 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 Public 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 Public Warrant upon the Warrant
Register, upon surrender of such Public Warrant for transfer, properly endorsed with signatures, in the case of certificated Public Warrants,
properly guaranteed and accompanied by appropriate instructions for transfer. Upon any such transfer, a new Public Warrant representing
an equal aggregate number of Public Warrants shall be issued and the old Public Warrant shall be cancelled by the Warrant Agent. In the
case of certificated Public Warrants, the Public 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. Public 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 Public Warrants, or book entry positions, as requested by the registered holder of the Public Warrants so surrendered, representing
an equal aggregate number of Public Warrants; provided, however, that in the event that a Public Warrant surrendered for transfer bears
a restrictive legend, the Warrant Agent shall not cancel such Public Warrant and issue new Public 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 Public 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 Public Warrant.


 


5.4. Service
Charges. No service charge shall be made for any exchange or registration of transfer of Public 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 Public 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 Public Warrants duly executed on behalf of the Company for such purpose.


 


5.6. [Reserved.]


 


5.7. Transfers
prior to Detachment. Prior to the Detachment Date, the Public Warrants may be transferred or exchanged only together with the Unit
in which such Public Warrant is included, and only for the purpose of effecting, or in conjunction with, a transfer or exchange of such
Unit. Furthermore, each transfer of a Unit on the register relating to such Units shall operate also to transfer the Public Warrants included
in such Unit. Notwithstanding the foregoing, the provisions of this Section 5.7 shall have no effect on any transfer of Public Warrants
on or after the Detachment Date.


 


6. Redemption.


 


6.1. Redemption.
Not less than all of the outstanding Public Warrants may be redeemed, at the option of the Company, at any time during the Exercise Period,
at the office of the Warrant Agent, upon the notice referred to in Section 6.2, at the price of $0.01 per Public Warrant (“Redemption
Price”), provided that the closing price of the Common Stock equals or exceeds $18.00 per share (subject to adjustment in accordance
with Section 4 hereof), on each of twenty (20) trading days within any thirty (30) trading day period commencing after
the Public Warrants become exercisable and ending on the third trading day prior to the date on which notice of redemption is given and
provided that there is an effective registration statement covering the shares of Common Stock issuable upon exercise of the Public Warrants,
and a current prospectus relating thereto, available throughout the 30-day redemption or the Company has elected to require
the exercise of the Public Warrants on a “cashless basis” pursuant to subsection 3.3.1(b); provided, however, that if and
when the Public Warrants become redeemable by the Company, the Company may not exercise such redemption right if the issuance of shares
of Common Stock upon exercise of the Public Warrants is not exempt from registration or qualification under applicable state blue sky
laws or the Company is unable to effect such registration or qualification.


 






     


     


    

 


6.2. Date Fixed
for, and Notice of, Redemption. In the event the Company shall elect to redeem all of the Public Warrants that are subject to redemption,
the Company shall fix a date for the redemption (the “Redemption Date”). Notice of redemption shall be mailed by first
class mail, postage prepaid, by the Company not less than thirty (30) days prior to the Redemption Date to the registered holders
of the Public Warrants to be redeemed at their last addresses as they shall appear on the registration books. Any notice mailed in the
manner herein provided shall be conclusively presumed to have been duly given whether or not the registered holder received such notice.


 


6.3. Exercise
After Notice of Redemption. The Public Warrants may be exercised, for cash (or on a “cashless basis” in accordance with
Section 3 of this Agreement) at any time after notice of redemption shall have been given by the Company pursuant to Section 6.2
hereof and prior to the Redemption Date. In the event the Company determines to require all holders of Public Warrants to exercise their
Public Warrants on a “cashless basis” pursuant to Section 3.3.1(b), the notice of redemption will contain the information
necessary to calculate the number of shares of Common Stock to be received upon exercise of the Public Warrants, including the “Fair
Market Value” in such case. On and after the Redemption Date, the record holder of the Public Warrants shall have no further rights
except to receive, upon surrender of the Public Warrants, the Redemption Price.


 


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


 


7.1. No Rights
as Stockholder. A Public 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 Public 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 Public
Warrant, include the surrender thereof), issue a new Public Warrant of like denomination, tenor, and date as the Public Warrant so lost,
stolen, mutilated, or destroyed. Any such new Public Warrant shall constitute a substitute contractual obligation of the Company, whether
or not the allegedly lost, stolen, mutilated, or destroyed Public 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 Public 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 Public 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 Public Warrants were initially
offered by the Company and in those states where holders of Public Warrants then reside, the shares of Common Stock issuable upon
exercise of the Public 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 Public Warrants in accordance with the provisions of this Agreement. If any such registration
statement has not been declared effective by the 60th Business Day following the closing of the Business Combination, holders of the
Public Warrants shall have the right, during the period beginning on the 61st Business Day after the closing of the Business
Combination and ending upon such registration statement being declared effective by the SEC, and during any other period when the
Company shall fail to have maintained an effective registration statement covering the shares of Common Stock issuable upon exercise
of the Public Warrants, to exercise such Public Warrants on a “cashless basis” as determined in accordance with
Section 3.3.1(c). 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 Public 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 Public 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 the 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 Public Warrants, but the Company shall not
be obligated to pay any transfer taxes in respect of the Public 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 Public Warrant (who
shall, with such notice, submit his Public Warrant for inspection by the Company), then the holder of any Public 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 Public 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 Public 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 Public
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 Public 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 Public 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 Public 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 Public 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 Public 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 Public 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 Public 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 Public 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 Public Warrant. The Warrant Agent
may require any such holder to submit his Public 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 Public 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]