20,000,000 Units Crixus BH3 Acquisition Company UNDERWRITING AGREEMENTUnderwriting Agreement • September 2nd, 2021 • Crixus BH3 Acquisition Corp. • 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 • September 2nd, 2021 • Crixus BH3 Acquisition Corp. • 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 • September 2nd, 2021 • Crixus BH3 Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended, this “Agreement”), dated as of _______, 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 • September 2nd, 2021 • Crixus BH3 Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [•], 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 • September 2nd, 2021 • Crixus BH3 Acquisition Corp. • Blank checks • New York
THIS REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of ________, 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 • September 2nd, 2021 • Crixus BH3 Acquisition Corp. • Blank checks
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.
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 • September 2nd, 2021 • Crixus BH3 Acquisition Corp. • Blank checks
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 • September 2nd, 2021 • Crixus BH3 Acquisition Corp. • Blank checks • New York
This agreement (the “Agreement”) is entered into on the date set forth above by and among [•], a [•] (the “Purchaser”), Crixus BH3 Sponsor, LLC, a limited liability company (the “Sponsor”), and Crixus BH3 Acquisition Company, a Delaware corporation (the “Company”). Pursuant to the terms hereof, the Sponsor hereby accepts the offer the Purchaser has made to purchase, in the aggregate, [•] shares of Class B common stock, $0.0001 par value per share of the Company (the “Shares”). The Purchaser shall purchase the Shares from the Sponsor, all of which are subject to forfeiture by the Purchaser if: the Purchaser submits an indication of interest for less than 9.9% in the Company’s initial public offering (“IPO”) of units (“Units”) of the Company; does not submit any indication of interest in the IPO of Units of the Company; or fails to remit in full the purchase price for the Units allocated to the Purchaser in the IPO. Pursuant to the Company’s certificate of incorporation, as amended to th
Crixus BH3 Acquisition CompanyAdministrative Services Agreement • September 2nd, 2021 • Crixus BH3 Acquisition Corp. • 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”):
