20,000,000 Units Crixus BH3 Acquisition Company UNDERWRITING AGREEMENTUnderwriting Agreement • October 7th, 2021 • Crixus BH3 Acquisition Co • Blank checks • New York
Crixus BH3 Acquisition Company, a corporation organized under the laws of Delaware (the “Company”), agrees with the several underwriters named in Schedule I hereto (collectively, the “Underwriters”, which term shall also include any underwriter substituted as hereinafter provided in Section 9 hereof), for whom Guggenheim Securities, LLC and BTIG, LLC (in such capacity, collectively the “Representatives”) are acting as representatives, with respect to the issue and sale by the Company and the purchase by the several Underwriters, severally and not jointly, of the respective number of Units of the Company set forth in Schedule I hereto, totaling 20,000,000 units in the aggregate (“Units”) (said units to be issued and sold by the Company being hereinafter called the “Firm Securities”). The Company also proposes to grant to the Underwriters, acting severally and not jointly, an option described in Section 2(b) hereof to purchase all or part of 3,000,000 additional Units to cover over-allot
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • October 7th, 2021 • Crixus BH3 Acquisition Co • Blank checks • New York
INDEMNITY AGREEMENTIndemnity Agreement • September 2nd, 2021 • Crixus BH3 Acquisition Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of ___________, 2021, by and between Crixus BH3 Acquisition Company, a Delaware corporation (the “Company”), and __________________ (“Indemnitee”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • October 7th, 2021 • Crixus BH3 Acquisition Co • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended, this “Agreement”), dated as of October 4, 2021, is entered into by and among Crixus BH3 Acquisition Company, a Delaware corporation (the “Company”), and Crixus BH3 Sponsor, LLC, a Delaware limited liability company (the “Purchaser”).
WARRANT AGREEMENTWarrant Agreement • October 7th, 2021 • Crixus BH3 Acquisition Co • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of October 4, 2021, is by and between Crixus BH3 Acquisition Company, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENTRegistration and Stockholder Rights Agreement • October 7th, 2021 • Crixus BH3 Acquisition Co • Blank checks • New York
THIS REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of October 4, 2021, is made and entered into by and among Crixus BH3 Acquisition Company., a Delaware corporation (the “Company”), Crixus BH3 Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under Holder on the signature page hereto (each such party, together with the Sponsor, members of the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.3 of this Agreement, a “Holder” and collectively the “Holders”).
BH3 Acquisition Corp. Fort Lauderdale, FL 33304Subscription Agreement • September 2nd, 2021 • Crixus BH3 Acquisition Corp. • Blank checks • New York
We are pleased to accept the offer BH3 Sponsor LLC (the “Subscriber” or “you”) has made to purchase 5,630,000 shares (“Founder Shares”) of the Class B common stock, $0.0001 par value per share (the “Class B Common Stock”), of BH3 Acquisition Corp., a Delaware corporation (the “Company”), up to 750,000 of which are subject to forfeiture by you if the underwriters of the proposed initial public offering (“IPO”) of the Company pursuant to the registration statement on Form S-1 expected to be filed by the Company in connection with the IPO (the “Registration Statement”) do not fully exercise their over-allotment option (the “Over-allotment Option”) as described below. For the purposes of this Agreement (this “Agreement”), references to “Common Stock” are to, collectively, the Class B Common Stock and the Company’s Class A common stock, $0.0001 par value per share (the “Class A Common Stock”). Pursuant to the Company’s certificate of incorporation (as may be amended and/or restated from tim
Crixus BH3 Acquisition Company Fort Lauderdale, FL 33304 Guggenheim Securities, LLC BTIG, LLC as Representatives (as defined below) of the several Underwriters listed in Schedule I to the Underwriting Agreement (as defined below) c/o Guggenheim...Underwriting Agreement • October 7th, 2021 • Crixus BH3 Acquisition Co • Blank checks • New York
This letter (the “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Crixus BH3 Acquisition Company, a Delaware corporation (the “Company”) and Guggenheim Securities, LLC and BTIG, LLC, as representatives (the “Representatives”) of the several underwriters named in Schedule A thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each unit comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-half of one redeemable warrant, each whole warrant exercisable for one share of Common Stock (each, a “Warrant”). Certain capitalized terms used herein are defined in paragraph 12 hereof.
NON-REDEMPTION AGREEMENT AND ASSIGNMENT OF ECONOMIC INTERESTNon-Redemption Agreement and Assignment of Economic Interest • October 3rd, 2023 • Crixus BH3 Acquisition Co • Blank checks • New York
This Non-Redemption Agreement and Assignment of Economic Interest (this “Agreement”) is entered as of October [•], 2023 by and among Crixus BH3 Acquisition Company (“BHAC”), Focus Impact BHAC Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), Crixus BH3 Sponsor LLC (the “Current Sponsor”) and the undersigned investors (collectively, the “Investor”).
Crixus BH3 Acquisition Company Fort Lauderdale, FL 33304 Guggenheim Securities, LLC BTIG, LLC as Representatives (as defined below) of the several Underwriters listed in Schedule I to the Underwriting Agreement (as defined below) c/o Guggenheim...Underwriting Agreement • October 7th, 2021 • Crixus BH3 Acquisition Co • Blank checks • New York
This letter (the “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Crixus BH3 Acquisition Company, a Delaware corporation (the “Company”) and Guggenheim Securities, LLC and BTIG, LLC, as representatives (the “Representatives”) of the several underwriters named in Schedule A thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each unit comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-half of one redeemable warrant, each whole warrant exercisable for one share of Common Stock (each, a “Warrant”). Certain capitalized terms used herein are defined in paragraph 12 hereof.
BH3 Acquisition Corp. Fort Lauderdale, FL 33304Subscription Agreement • September 2nd, 2021 • Crixus BH3 Acquisition Corp. • Blank checks • New York
We are pleased to accept the offer you (the “Subscriber” or “you”) have made to purchase 40,000 shares (“Founder Shares”) of the Class B common stock, $0.0001 par value per share (the “Class B Common Stock”), of BH3 Acquisition Corp., a Delaware corporation (the “Company”). For the purposes of this Agreement (this “Agreement”), references to “Common Stock” are to, collectively, the Class B Common Stock and the Company’s Class A common stock, $0.0001 par value per share (the “Class A Common Stock”). Pursuant to the Company’s certificate of incorporation (as may be amended and/or restated from time to time, the “Charter”), shares of Class B Common Stock will automatically convert into shares of Class A Common Stock on a one-for-one basis, subject to adjustment, upon the terms and conditions set forth in the Charter. Unless the context otherwise requires, as used herein “Securities” shall refer to the Founder Shares and shall be deemed to include any shares of Class A Common Stock issued
CRIXUS BH3 ACQUISITION COMPANY FORT LAUDERDALE, FLORIDA 33304Investment Agreement • October 7th, 2021 • Crixus BH3 Acquisition Co • Blank checks • New York
This agreement (the “Agreement”) is entered into on the date set forth above by and among the purchaser(s) listed on the signature page hereto (the “Purchaser”), Crixus BH3 Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), and Crixus BH3 Acquisition Company, a Delaware corporation (the “Company”). As used in this Agreement, the term “Purchaser” means all entities purchasing Shares under this Agreement. In the event that there is more than one Purchaser under this Agreement and Purchaser has any obligations or makes any covenants, representations or warranties under this Agreement, the same shall be deemed to be made severally and not jointly by each Purchaser hereunder. This Agreement may be executed by an investment manager on behalf of managed funds and/or accounts, and for the avoidance of doubt, such fund or account shall, severally and not jointly, be deemed the Purchaser hereunder.
COMPANY SUPPORT AGREEMENTCompany Support Agreement • March 12th, 2024 • Focus Impact BH3 Acquisition Co • Blank checks • Delaware
THIS COMPANY SUPPORT AGREEMENT (this “Agreement”), dated as of March 11, 2024, is made by and among XCF Global Capital, Inc., a Nevada corporation (the “Company”), Focus Impact BH3 Acquisition Company, a Delaware corporation (the “SPAC”), Focus Impact BH3 Newco, Inc., a Delaware corporation and wholly owned subsidiary of the SPAC (“NewCo”), and the individual and/or entity whose names appear in the signature block to this Agreement (each, a “Core Company Securityholder” and, collectively, the “Core Company Securityholders”).
Crixus BH3 Acquisition CompanyAdministrative Services Agreement • October 7th, 2021 • Crixus BH3 Acquisition Co • Blank checks • Delaware
This letter agreement by and between Crixus BH3 Acquisition Company, (the “Company”) and Crixus BH3 Sponsor LLC (“Provider”), dated as of the date hereof, will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the Registration Statement on Form S-1 filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) for the Company’s initial public offering and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
AMENDMENT NO. 1 TO BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • December 5th, 2024 • Focus Impact BH3 Acquisition Co • Blank checks
THIS AMENDMENT NO. 1 TO BUSINESS COMBINATION AGREEMENT (this “Amendment No. 1”) is made and entered into as of November 29, 2024 by and among Focus Impact BH3 Acquisition Company, a Delaware corporation ( “BHAC”), Focus Impact BH3 NewCo, Inc., a Delaware corporation and wholly owned subsidiary of BHAC (“NewCo”), Focus Impact BH3 Merger Sub 1, LLC, a Delaware limited liability company and wholly owned subsidiary of NewCo (“Merger Sub 1”), Focus Impact BH3 Merger Sub 2, Inc., a Delaware corporation and wholly owned subsidiary of NewCo (“Merger Sub 2”) and XCF Global Capital, Inc., a Nevada corporation (the “Company” and, together with BHAC, NewCo, Merger Sub 1 and Merger Sub 2, collectively, the “Parties” and each, individually, a “Party”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Agreement (as defined below).
AMENDMENT NO. 1 TO BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • December 11th, 2024 • Focus Impact BH3 Acquisition Co • Blank checks
THIS AMENDMENT NO. 1 TO BUSINESS COMBINATION AGREEMENT (this “Amendment No. 1”) is made and entered into as of November 29, 2024 by and among Focus Impact BH3 Acquisition Company, a Delaware corporation ( “BHAC”), Focus Impact BH3 NewCo, Inc., a Delaware corporation and wholly owned subsidiary of BHAC (“NewCo”), Focus Impact BH3 Merger Sub 1, LLC, a Delaware limited liability company and wholly owned subsidiary of NewCo (“Merger Sub 1”), Focus Impact BH3 Merger Sub 2, Inc., a Delaware corporation and wholly owned subsidiary of NewCo (“Merger Sub 2”) and XCF Global Capital, Inc., a Nevada corporation (the “Company” and, together with BHAC, NewCo, Merger Sub 1 and Merger Sub 2, collectively, the “Parties” and each, individually, a “Party”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Agreement (as defined below).
SUBSCRIPTION AGREEMENTSubscription Agreement • November 8th, 2023 • Focus Impact BH3 Acquisition Co • Blank checks • Delaware
THIS SUBSCRIPTION AGREEMENT (this “Agreement”) is made and entered into effectively as of November 3, 2023 (the “Effective Date”), by, between and among Polar Multi-Strategy Master Fund (the “Investor”), Crixus BH3 Acquisition Company, a Delaware corporation (“SPAC”), and Focus Impact BHAC Sponsor, LLC, a Delaware limited liability company (“Sponsor”). Investor, SPAC and Sponsor are referred to in this Agreement individually as a “Party” and collectively as the “Parties.”
NON-REDEMPTION AGREEMENTNon-Redemption Agreement • July 22nd, 2024 • Focus Impact BH3 Acquisition Co • Blank checks • New York
This Non-Redemption Agreement (this “Agreement”) is entered as of July [●], 2024 by and among Focus Impact BH3 Acquisition Company (“BHAC”), Focus Impact BH3 NewCo, Inc. (“NewCo”) and the undersigned investors (collectively, the “Investor”).
Crixus BH3 Acquisition CompanyTermination of Administrative Services Agreement • August 14th, 2023 • Crixus BH3 Acquisition Co • Blank checks
The parties hereby agree that, effective as of March 31, 2023, (i) the Services Agreement shall be terminated and be of no further force and effect, and (ii) any amounts due and owing from the Company to the Provider after March 31, 2023 are hereby waived by Provider (and for the avoidance of doubt, Provider confirms that it does not, and will not, have any Claim against the Trust Account for any such waived amounts).
BUSINESS COMBINATION AGREEMENT BY AND AMONG FOCUS IMPACT BH3 ACQUISITION COMPANY, FOCUS IMPACT BH3 NEWCO, INC., FOCUS IMPACT BH3 MERGER SUB 1, LLC, FOCUS IMPACT BH3 MERGER SUB 2, INC., AND XCF GLOBAL CAPITAL, INC. DATED AS OF MARCH 11, 2024Business Combination Agreement • March 12th, 2024 • Focus Impact BH3 Acquisition Co • Blank checks • Delaware
This BUSINESS COMBINATION AGREEMENT (this “Agreement”), dated as of March 11, 2024, is made by and among Focus Impact BH3 Acquisition Company, a Delaware corporation (“BHAC”), Focus Impact BH3 NewCo, Inc., a Delaware corporation and wholly owned subsidiary of BHAC (“NewCo”), Focus Impact BH3 Merger Sub 1, LLC, a Delaware limited liability company and wholly owned subsidiary of NewCo (“Merger Sub 1”), Focus Impact BH3 Merger Sub 2, Inc., a Delaware corporation and wholly owned subsidiary of NewCo (“Merger Sub 2”), and XCF Global Capital, Inc., a Nevada corporation (the “Company”). BHAC, NewCo, Merger Sub 1, Merger Sub 2, and the Company shall be referred to herein from time to time collectively as the “Parties”. Capitalized terms used but not otherwise defined herein have the meanings set forth in Section 1.1.
SPONSOR SIDE LETTERSide Letter Agreement • March 12th, 2024 • Focus Impact BH3 Acquisition Co • Blank checks
This letter agreement (this “Side Letter”) is dated as of March 10, 2024, by and between Focus Impact BHAC Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), Focus Impact BH3 Newco, Inc., a Delaware corporation and wholly owned subsidiary of SPAC (“NewCo”), and Focus Impact BH3 Acquisition Company, a Delaware corporation (“SPAC”). Capitalized terms used but not defined in this Side Letter shall have the respective meanings ascribed to such terms in the Business Combination Agreement (as defined below), except as otherwise provided in this Side Letter.
Certain information in the exhibits to this document have been omitted in accordance with Regulation S-K, 601(a)(5). Company agrees to furnish supplementally a copy of all omitted exhibits and schedules to the Securities and Exchange Commission upon...Purchase Agreement • September 28th, 2023 • Crixus BH3 Acquisition Co • Blank checks • Delaware
This PURCHASE AGREEMENT (this “Agreement”) is made effective and entered into as of September 26, 2023 (the “Effective Date”), by and among Focus Impact BHAC Sponsor, LLC, a Delaware limited liability company (the “Acquiror”), Crixus BH3 Acquisition Company, a Delaware corporation (to be renamed Focus Impact BH3 Acquisition Company, the “SPAC”), and Crixus BH3 Sponsor LLC (the “Sponsor”) (each a “Party” and, collectively, the “Parties”).
AMENDMENT TO INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • December 7th, 2022 • Crixus BH3 Acquisition Co • Blank checks • New York
This Amendment to Investment Management Trust Agreement (this “Amendment Agreement”) is entered into effective as of December 7, 2022 (the “Effective Date”) by and between Crixus BH3 Acquisition Company, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
