Exhibit
10.7


 


ADMINISTRATIVE
SERVICES AGREEMENT


Forest
Acquisition Corp


434
W. 33rd Street, Suite 700

New York, NY 10001


 


Dated
as of                     , 2022


 


Bit
Mining Management Corp.


 


Ladies
and Gentlemen:


 


This
letter agreement will confirm our mutual agreement that, commencing on the first date (the “Effective
Date”) that any securities of Forest Acquisition Corp (the “Company”) registered on the
Company’s registration statement (the “Registration Statement”) for its initial public offering (the
“IPO”) are listed on the Nasdaq Global Market, and continuing until the earlier of (i) the consummation by
the Company of an initial business combination and (ii) the Company’s liquidation (in each case as described in the
Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), Bit Mining
Management Corp. (“Bit Mining”) shall make available to the Company certain office space, utilities and
secretarial and administrative services as may be required by the Company from time to time, situated at 434 W. 33rd Street, Suite
700, New York, NY 10001 (or any successor location). In exchange therefor, the Company shall pay Bit Mining the sum of $10,000 per
month on the Effective Date and continuing monthly thereafter until the Termination Date.


 


Bit Mining hereby agrees
that it does not have any right, title, interest or claim of any kind in or to any monies that may be set aside in a trust account
(the “Trust Account”) that may be established upon the consummation of the IPO as a result of this letter
agreement (the “Claim”) and hereby irrevocably waives any Claim it may have in the future as a result of,
or arising out of, this letter agreement and will not seek recourse against the Trust Account for any reason whatsoever.


 


This
letter agreement constitutes the entire agreement and understanding of the parties hereto in respect of its subject matter and supersedes
all prior understandings, agreements, or representations by or among the parties hereto, written or oral, to the extent they relate in
any way to the subject matter hereof or the transactions contemplated hereby.


 


This
letter agreement may not be amended, modified or waived as to any particular provision, except by a written instrument executed by all
parties hereto.


 


No
party hereto may assign either this letter agreement or any of its rights, interests, or obligations hereunder without the prior written
approval of the other party. Any purported assignment in violation of this paragraph shall be void and ineffectual and shall not operate
to transfer or assign any interest or title to the purported assignee.


 


Any
litigation between the parties (whether grounded in contract, tort, statute, law or equity) shall be governed by, construed in accordance
with, and interpreted pursuant to the laws of the State of New York, without giving effect to its choice of laws principles.


 


[signature
page follows]


 






     


     


    

 


	 	Very truly yours,
	 	 
	 	FOREST ACQUISITION CORP
	 	 
	 	By:	 
	 	Name:  	Ming Zhang 
	 	Title: 	Chief Executive Officer


 


	AGREED TO AND ACCEPTED BY:	 
	 	 
	Bit Mining Management Corp.	 
	 	 
	By:	 	 
	Name:  	Ming Zhang 	 
	Title:	 Director