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
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”).
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.
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.
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.
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”):
