EX-10.7





 Exhibit 10.7 

Crixus BH3 Acquisition Company 

819 NE 2nd Avenue, Suite 500 

Fort Lauderdale, FL 33304 
 October 4,
2021 
 Crixus BH3 Sponsor LLC 
 819 NE 2nd Avenue, Suite 500

 Fort Lauderdale, FL 33304 
 Re:
Administrative Services Agreement 
 Ladies and Gentlemen: 

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”): 

 

	 	i.	 Provider shall make available, or cause to be made available, to the Company, at 819 NE 2nd Avenue, Suite 500,
Fort Lauderdale, FL 33304 (or any successor location of Provider), certain office space and administrative services as may be reasonably required by the Company. In exchange therefor, the Company shall pay Provider the sum of $15,000 per month on
the Effective Date and continuing monthly thereafter until the Termination Date; and 


  

	 	ii.	 Provider hereby irrevocably waives any and all right, title, interest, causes of action and claims of any kind
as a result of, or arising out of, this letter agreement (each, a “Claim”) in or to, and any and all right to seek payment of any amounts due to it out of, the trust account established for the benefit of the public stockholders of
the Company and into which substantially all of the proceeds of the Company’s initial public offering will be deposited (the “Trust Account”), and hereby irrevocably waives any Claim it may have in the future, which Claim would
reduce, encumber or otherwise adversely affect the Trust Account or any monies or other assets in the Trust Account, and further agrees not to seek recourse, reimbursement, payment or satisfaction of any Claim against the Trust Account or any monies
or other assets in 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. 
 This letter agreement constitutes the entire relationship of the parties hereto, and 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 Delaware, without giving effect to its choice of laws
principles. 












 
			
	Sincerely,
	
	CRIXUS BH3 ACQUISITION COMPANY
		
	By:	 	 /s/ Daniel Lebensohn

	Name:	 	Daniel Lebensohn
	Title:	 	Co-Chief Executive Officer


  

			
	AGREED TO AND ACCEPTED BY:
	
	CRIXUS BH3 SPONSOR LLC
		
	By:	 	 /s/ Gregory Freedman

	Name:	 	Gregory Freedman
	Title:	 	President

 [Signature Page to Administrative Services Agreement]