Exhibit 10.5


 


Execution Version


 


PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT


 


THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT
(as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated
as of September 9, 2021, is entered into by and between Future Health ESG Corp., a Delaware corporation (the “Company”),
and Cantor Fitzgerald & Co. (the “Purchaser”).


 


WHEREAS, the Company intends to consummate an initial
public offering of the Company’s units (the “Public Offering”), each unit consisting of one share of common
stock of the Company, par value $0.0001 per share (a “Share”), and one-half of one redeemable warrant, each
whole warrant entitling the holder to purchase one Share at an exercise price of $11.50 per Share, as set forth in the Company’s
Registration Statement on Form S-1, filed with the U.S. Securities and Exchange Commission (the “Registration Statement”),
under the Securities Act of 1933, as amended (the “Securities Act”).


 


WHEREAS, the Purchaser has agreed to purchase,
at a price of $1.00 per warrant, an aggregate of 1,000,000 warrants (or up to 1,150,000 warrants if the underwriters in the Public Offering
exercise their over-allotment option in full) (the “Private Placement Warrants”), each Private Placement Warrant
entitling the holder to purchase one Share at an exercise price of $11.50 per Share.


 


NOW THEREFORE, in consideration of the mutual promises
contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties to this Agreement hereby, intending legally to be bound, agree as follows:


 


AGREEMENT


 


Section 1.           Authorization,
Purchase and Sale; Terms of the Private Placement Warrants.


 


A.            Authorization
of the Private Placement Securities. The Company has duly authorized the issuance and sale of the Private Placement Warrants and,
subject to proper exercise of the Private Placement Warrants and against payment therefor, the Shares underlying such Private Placement
Warrants, to the Purchaser.


 


B.            Purchase
and Sale of the Private Placement Warrants.


 


(i)            On
the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the
Company (the “IPO Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall
purchase from the Company, 1,000,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant for an aggregate purchase
price of $1,000,000 (the “Purchase Price”). The Purchaser shall pay, at least one (1) business day prior
to the IPO Closing Date, an amount equal to the Purchase Price by wire transfer of immediately available funds to accounts designated
by the Company, including to the trust account (the “Trust Account”), at a financial institution to be chosen
by the Company, maintained by Continental Stock Transfer & Trust Company, acting as trustee, in accordance with the Company’s
wiring instructions.  On the IPO Closing Date, subject to receipt of funds pursuant to the immediately prior sentences, the Company
shall effect such delivery in book-entry form.


 






    	 	 	



     


    

 


(ii)            On
the date of the consummation of the closing of the over-allotment option, if any, in connection with the Public Offering or on such earlier
time and date as may be mutually agreed by the Purchaser and the Company (an “Over-allotment Closing Date,”
and each Over-allotment Closing Date (if any) and the IPO Closing Date, a “Closing Date”), the Company shall
issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 150,000 Private Placement Warrants (or, to the
extent the over-allotment option is not exercised in full, a lesser number of Private Placement Warrants in proportion to the portion
of the over-allotment option that is then exercised) at a price of $1.00 per Private Placement Warrant for an aggregate purchase price
of up to $150,000 (if the over-allotment option is exercised in full) (the “Over-allotment Purchase Price”).
The Purchaser shall pay the Over-allotment Purchase Price in accordance with the Company’s wire instruction by wire transfer of
immediately available funds to the Company or the Trust Account (as set forth in the wire instructions), at least one (1) business
day prior to the applicable Over-allotment Closing Date. On each Over-allotment Closing Date, subject to receipt of funds pursuant to
the immediately prior sentence, the Company shall effect such delivery in book-entry form.


 


(iii)            The
obligation of the Purchaser to purchase and pay for the Private Placement Warrants as provided herein shall be subject to the satisfaction
of the conditions set forth in Section 4 of the Underwriting Agreement, dated the date hereof, by and between the Company and Cantor
Fitzgerald & Co., as representative of the underwriters named therein (the “Underwriting Agreement”).


 


C.            Terms
of the Private Placement Warrants.


 


(i)            The
Private Placement Warrants are substantially identical to the Warrants included in the units to be offered in the Public Offering except
that (a) the Private Placement Warrants will not, except in limited circumstances, be transferable or salable until 30 days after
the completion of the Company’s initial business combination (the “Business Combination”) so long as they
are held by the Purchaser or its permitted transferees, and (b) the Private Placement Warrants are being purchased pursuant to an
exemption from the registration requirements of the Securities Act and will become freely tradable only after the expiration of the lockup
described above in clause (a) and they are registered pursuant to the Registration Rights Agreement (as defined below) or an exemption
from registration is available, and the restrictions described above in clause (a) have expired, and (c) each Private Placement
Warrant shall have the terms set forth for private placement warrants in a Warrant Agreement to be entered into by the Company and a warrant
agent in connection with the Public Offering (the “Warrant Agreement”).


 


(ii)            On
or prior to the IPO Closing Date, the Company and the Purchaser shall enter into a registration rights agreement (the “Registration
Rights Agreement”) pursuant to which the Company will grant certain registration rights to the Purchaser relating to the
Private Placement Warrants and the Shares underlying the Private Placement Warrants.


 






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Section 2.           Representations
and Warranties of the Company.


 


As a material inducement to the Purchaser to enter
into this Agreement and purchase the Private Placement Warrants the Company hereby represents and warrants to the Purchaser (which representations
and warranties shall survive each Closing Date) that:


 


A.            Incorporation
and Corporate Power. The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State
of Delaware and is qualified to do business in every jurisdiction in which the failure to so qualify would reasonably be expected to have
a material adverse effect on the financial condition, operating results or assets of the Company. The Company possesses all requisite
corporate power and authority necessary to carry out the transactions contemplated by this Agreement and the Warrant Agreement.


 


B.            Authorization;
No Breach.


 


(i)            The
execution, delivery and performance of this Agreement and the Private Placement Warrants, and subject to proper exercise of the Private
Placement Warrants and against payment therefor, the Shares underlying such Private Placement Warrants, have been duly authorized by the
Company. This Agreement constitutes the valid and binding obligation of the Company, enforceable in accordance with its terms, subject
to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other laws of general applicability relating to or affecting
creditors’ rights and to general equitable principles (whether considered in a proceeding in equity or law). Upon issuance in accordance
with, and payment pursuant to, the terms of the Warrant Agreement (as applicable) and this Agreement, the Private Placement Warrants will
constitute valid and binding obligations of the Company, enforceable in accordance with their terms as of each Closing Date.


 


(ii)            The
execution and delivery by the Company of this Agreement and the Private Placement Warrants, the issuance and sale of the Private Placement
Warrants and the Shares upon exercise of the Private Placement Warrants and the fulfillment of and compliance with the respective terms
hereof and thereof by the Company, do not and will not as of each Closing Date (a) conflict with or result in a breach of the terms,
conditions or provisions of, (b) constitute a default under, (c) result in the creation of any lien, security interest, charge
or encumbrance upon the Company’s share capital or assets under, (d) result in a violation of, or (e) require any authorization,
consent, approval, exemption or other action by or notice or declaration to, or filing with, any court or administrative or governmental
body or agency pursuant to the Company’s certificate of incorporation (the “Charter”) and bylaws (the “Bylaws”)
or any material law, statute, rule or regulation to which the Company is subject, or any agreement, order, judgment or decree to
which the Company is subject, except for any filings required after the date hereof under federal or state securities laws.


 






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C.            Title
to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Warrant Agreement (as applicable),
the Shares issuable upon exercise of the Private Placement Warrants will be duly and validly issued, fully paid and nonassessable. On
the date of issuance of the Private Placement Warrants the Shares issuable upon exercise of the Private Placement Warrants shall have
been reserved for issuance. Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Warrant Agreement (as
applicable), the Purchaser will have good title to the Private Placement Warrants and the Shares issuable upon exercise of the Private
Placement Warrants, free and clear of all liens, claims and encumbrances of any kind, other than (i) transfer restrictions hereunder
and under the other agreements contemplated hereby, (ii) transfer restrictions under federal and state securities laws, and (iii) liens,
claims or encumbrances imposed due to the actions of the Purchaser.


 


D.            Governmental
Consents. Assuming the accuracy of the representations and warranties made by the Purchaser in this Agreement, no consent, approval,
order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental
authority is required on the part of the Company in connection with the consummation of the transactions contemplated by this Agreement,
except for applicable requirements of the Securities Act.


 


E.            Additional
Representations. The representations and warranties of the Company set forth in the Underwriting Agreement are hereby incorporated
herein.


 


Section 3.           Representations
and Warranties of the Purchaser.


 


As a material inducement to the Company to enter
into this Agreement and issue and sell the Private Placement Warrants to the Purchaser, the Purchaser hereby represents and warrants to
the Company (which representations and warranties shall survive each Closing Date) that:


 


A.            Organization
and Requisite Authority. The Purchaser possesses all requisite power and authority necessary to carry out the transactions contemplated
by this Agreement.


 


B.            Authorization;
No Breach.


 


(i)            This
Agreement constitutes a valid and binding obligation of the Purchaser, enforceable in accordance with its terms, subject to bankruptcy,
insolvency, fraudulent conveyance, reorganization, moratorium and other laws of general applicability relating to or affecting creditors’
rights and to general equitable principles (whether considered in a proceeding in equity or law).


 


(ii)            The
execution and delivery by the Purchaser of this Agreement and the fulfillment of and compliance with the terms hereof by the Purchaser
do not and shall not as of each Closing Date (a) conflict with or result in a breach by the Purchaser of the terms, conditions or
provisions of, (b) constitute a default under, (c) result in the creation of any lien, security interest, charge or encumbrance
upon the Purchaser’s equity or assets under, (d) result in a violation of, or (e) require any authorization, consent,
approval, exemption or other action by or notice or declaration to, or filing with, any court or administrative or governmental body or
agency pursuant to the Purchaser’s organizational documents in effect on the date hereof or as may be amended prior to completion
of the contemplated Public Offering, or any material law, statute, rule or regulation to which the Purchaser is subject, or any agreement,
instrument, order, judgment or decree to which the Purchaser is subject, except for any filings required after the date hereof under federal
or state securities laws.


 






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C.            Investment
Representations.


 


(i)            The
Purchaser is acquiring the Private Placement Warrants, and, upon exercise of the Private Placement Warrants, the Shares issuable upon
such exercise (collectively, the “Securities”) for its own account, for investment purposes only and not with
a view towards, or for resale in connection with, any public sale or distribution thereof.


 


(ii)            The
Purchaser understands that the Securities are being offered and will be sold to it in reliance on specific exemptions from the registration
requirements of the United States federal and state securities laws and that the Company is relying upon the truth and accuracy of, and
the Purchaser’s compliance with, the representations and warranties of the Purchaser set forth herein in order to determine the
availability of such exemptions and the eligibility of the Purchaser to acquire such Securities.


 


(iii)            The
Purchaser is an “accredited investor” as such term is defined in Rule 501(a)(3) of Regulation D under the Securities
Act, and the Purchaser has not experienced a disqualifying event as enumerated pursuant to Rule 506(d) of Regulation D under
the Securities Act. The Purchaser did not decide to enter into this Agreement as a result of any general solicitation or general advertising
within the meaning of Rule 502(c) of Regulation D under the Securities Act.


 


(iv)            The
Purchaser has been furnished with all materials relating to the business, finances and operations of the Company and materials relating
to the offer and sale of the Securities which have been requested by the Purchaser. The Purchaser has been afforded the opportunity to
ask questions of the executive officers and directors of the Company. The Purchaser understands that its investment in the Securities
involves a high degree of risk and it has sought such accounting, legal and tax advice as it has considered necessary to make an informed
investment decision with respect to the acquisition of the Securities.


 


(v)            The
Purchaser understands that no United States federal or state agency or any other government or governmental agency has passed on or made
any recommendation or endorsement of the Securities or the fairness or suitability of the investment in the Securities by the Purchaser
nor have such authorities passed upon or endorsed the merits of the offering of the Securities.


 


(vi)            The
Purchaser understands that: (a) the Securities have not been and are not being registered under the Securities Act or any state securities
laws, and may not be offered for sale, sold, assigned or transferred unless (1) subsequently registered thereunder or (2) sold
in reliance on an exemption therefrom; (b) except as specifically set forth in the Registration Rights Agreement, neither the Company
nor any other person is under any obligation to register the Securities under the Securities Act or any state securities laws or to comply
with the terms and conditions of any exemption thereunder; and (c) Rule 144 adopted pursuant to the Securities Act will not
be available for resale transactions of Securities prior to a Business Combination and may not be available for resale transactions of
Securities after a Business Combination.


 






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(vii)            The
Purchaser has such knowledge and experience in financial and business matters, knowledge of the high degree of risk associated with investments
in the securities of companies in the development stage such as the Company, is capable of evaluating the merits and risks of an investment
in the Securities and is able to bear the economic risk of an investment in the Securities in the amount contemplated hereunder for an
indefinite period of time. The Purchaser has adequate means of providing for its current financial needs and contingencies and will have
no current or anticipated future needs for liquidity which would be jeopardized by the investment in the Securities. The Purchaser can
afford a complete loss of its investments in the Securities.


 


(viii)            The
Purchaser understands that the Private Placement Warrants shall bear the legend substantially in the form set forth in the Warrant Agreement
and be subject to appropriate “stop transfer restrictions”.


 


Section 4.            Conditions
of the Purchaser’s Obligations.


 


The obligations of the Purchaser to purchase and
pay for the Private Placement Warrants are subject to the fulfillment, on or before each Closing Date, of each of the following conditions:


 


A.            Representations
and Warranties. The representations and warranties of the Company contained in Section 2 shall be true and correct at and as
of such Closing Date as though then made.


 


B.            Performance.
The Company shall have performed and complied with all agreements, obligations and conditions contained in this Agreement that are required
to be performed or complied with by it on or before such Closing Date.


 


C.            No
Injunction. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered,
promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having
authority over the matters contemplated hereby, which prohibits the consummation of any of the transactions contemplated by this Agreement
or the Warrant Agreement.


 


D.            Warrant
Agreement and Registration Rights Agreement. The Company shall have entered into the Warrant Agreement and the Registration Rights
Agreement, in each case on terms satisfactory to the Purchaser.


 


E.            Consents.
The Company shall have obtained the consent of its Board of Directors authorizing the execution, delivery and performance of this Agreement
and the Warrant Agreement and the issuance and sale of the Private Placement Warrants hereunder.


 


Section 5.           Conditions
of the Company’s Obligations.


 


The obligations of the Company to the Purchaser
under this Agreement are subject to the fulfillment, on or before each Closing Date, of each of the following conditions:


 


A.            Representations
and Warranties. The representations and warranties of the Purchaser contained in Section 3 shall be true and correct at and as
of such Closing Date as though then made.


 






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B.            Performance.
The Purchaser shall have performed and complied with all agreements, obligations and conditions contained in this Agreement that are required
to be performed or complied with by the Purchaser on or before such Closing Date.


 


C.            Corporate
Consents. The Company shall have obtained the consent of its Board of Directors authorizing the execution, delivery and performance
of this Agreement and the Warrant Agreement and the issuance and sale of the Private Placement Warrants, hereunder.


 


D.            No
Injunction. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered,
promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having
authority over the matters contemplated hereby, which prohibits the consummation of any of the transactions contemplated by this Agreement
or the Warrant Agreement.


 


E.            Warrant
Agreement. The Company shall have entered into the Warrant Agreement.


 


Section 6.             Termination.


 


This Agreement may be terminated at any time after
September 30, 2021 upon the election by either the Company or the Purchaser upon written notice to the other party if the closing
of the Public Offering has not occurred prior to such date.


 


Section 7.            Survival
of Representations and Warranties.


 


All of the representations and warranties contained
herein shall survive the applicable Closing Date.


 


Section 8.            Definitions.


 


Terms used but not otherwise defined in this Agreement
shall have the meaning assigned to such terms in the Registration Statement.


 


Section 9.            Miscellaneous.


 


A.            Restrictions
on Transfer; Forfeiture. The Purchaser agrees that it shall not sell, transfer, assign, pledge or hypothecate any of the Private Placement
Warrants or the Shares underlying the Private Placement Warrants, or subject any of such securities to any hedging, short sale, derivative,
put, or call transaction that would result in the effective economic disposition of such securities, except as provided in FINRA Rule 5110(e)(2),
during the period commencing on the effective date of the Public Offering and ending 180 days after such date. Additionally, the Purchaser
agrees that it will forfeit for cancellation any Private Placement Warrants held by it on the five-year anniversary of the effective date
of the Public Offering in accordance with FINRA Rule 5110(g).


 


B.            Successors
and Assigns. Except as otherwise expressly provided herein, all covenants and agreements contained in this Agreement by or on behalf
of any of the parties hereto shall bind and inure to the benefit of the respective successors of the parties hereto whether so expressed
or not. Notwithstanding the foregoing or anything to the contrary herein, the parties may not assign this Agreement, other than assignments
by the Purchaser to affiliates thereof (including, without limitation one or more of its members).


 






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C.            Severability.
Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable
law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable law, such provision shall be ineffective
only to the extent of such prohibition or invalidity, without invalidating the remainder of this Agreement.


 


D.            Counterparts.
This Agreement may be executed simultaneously in two or more counterparts, none of which need contain the signatures of more than one
party, but all such counterparts taken together shall constitute one and the same agreement. Signatures to this Agreement transmitted
via facsimile or e-mail shall be valid and effective to bind the party so signing.


 


E.            Descriptive
Headings; Interpretation. The descriptive headings of this Agreement are inserted for convenience only and do not constitute a substantive
part of this Agreement. The use of the word “including” in this Agreement shall be by way of example rather than by limitation.


 


F.            Governing
Law. This Agreement shall be deemed to be a contract made under the laws of the State of New York and for all purposes shall be construed
in accordance with the internal laws of the State of New York.


 


G.            Amendments.
This Agreement may not be amended, modified or waived as to any particular provision, except by a written instrument executed by the parties
hereto.


 


[Signature page follows]


 






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IN WITNESS WHEREOF, the parties hereto have executed
this Agreement to be effective as of the date first set forth above.


 


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



 


[Signature Page to Private Placement Warrants
Purchase Agreement]


 






    	 	 	



     


    

 


	 	PURCHASER:
	 	 	 
	 	CANTOR FITZGERALD & CO.
	 	 
	 	 
	 	 	 
	 	By:	/s/ Sage Kelly
	 	 	Name: Sage Kelly
	 	 	Title:






 


[Signature Page to Private Placement Warrants
Purchase Agreement]