UNDERWRITING AGREEMENT between BIOTECH ACQUISITION COMPANY and CANTOR FITZGERALD & CO. Dated: January 25, 2021 BIOTECH ACQUISITION COMPANY UNDERWRITING AGREEMENTUnderwriting Agreement • January 29th, 2021 • Biotech Acquisition Co • Blank checks • New York
The undersigned, Biotech Acquisition Company, a Cayman Islands exempted company (the “Company”), hereby confirms its agreement with Cantor Fitzgerald & Co. (“Cantor Fitzgerald” or the “Representative”) and with the other underwriters named on Schedule A hereto (if any), for which the Representative is acting as representative (the Representative and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter,” provided that if only Cantor Fitzgerald is listed on such Schedule A, any references to Underwriters shall refer exclusively to Cantor Fitzgerald) as follows:
Biotech Acquisition Company New York, NY 10001Securities Subscription Agreement • January 12th, 2021 • Biotech Acquisition Co • Blank checks • New York
This agreement (the “Agreement”) is entered into on September 8, 2020 by and between Biotech Sponsor LLC, a Delaware limited liability company (the “Subscriber” or “you”), and Biotech Acquisition Company, a Cayman Islands exempted company (the “Company,” “we” or “us”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 5,750,000 Class B ordinary shares, $0.0001 par value per share (the “Shares”), up to 750,000 of which are subject to forfeiture by you if the underwriters of the initial public offering (“IPO”) of units (“Units”) of the Company, do not fully exercise their over-allotment option (the “Over-allotment Option”). The Company and the Subscriber’s agreements regarding such Shares are as follows:
WARRANT AGREEMENTWarrant Agreement • January 29th, 2021 • Biotech Acquisition Co • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of January 25, 2021, is by and between Biotech Acquisition Company, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • January 29th, 2021 • Biotech Acquisition Co • Blank checks • New York
FORM OF AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 8th, 2021 • Biotech Acquisition Co • Blank checks • Delaware
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of November [●], 2021, is made and entered into by and among Biotech Acquisition Company, a company incorporated as a Cayman Islands exempted company (the “Company”), Biotech Sponsor LLC, a Delaware limited liability company (the “Sponsor”), certain equityholders of Blade Therapeutics, Inc., a Delaware corporation (“Blade”), set forth on the signature pages hereto (such equityholders, together with their Permitted Transferees (as defined below), the “Blade Holders” and, collectively with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.2 or Section 6.10 of this Agreement, the “Holders” and each, a “Holder”).
Biotech Acquisition Company 20th Floor New York, NY 10001 Re: Initial Public Offering Gentlemen:Underwriting Agreement • January 29th, 2021 • Biotech Acquisition Co • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and among Biotech Acquisition Company, a Cayman Islands exempted company (the “Company”), and Cantor Fitzgerald & Co. as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 23,000,000 of the Company’s units (including up to 3,000,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one of the Company’s Class A ordinary shares, par value $0.001 per share (the “Ordinary Shares”), and one-half of one warrant. Each whole Warrant (each, a “Warrant”) entitles the holder thereof to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the Public Offering pursuant to a regi
COMMON STOCK PURCHASE AGREEMENTCommon Stock Purchase Agreement • May 4th, 2022 • Biotech Acquisition Co • Pharmaceutical preparations • New York
This COMMON STOCK PURCHASE AGREEMENT is made and entered into as of May 3, 2022 (this “Agreement”), by and between CF Principal Investments LLC, a Delaware limited liability company (the “Investor”), and Biotech Acquisition Company, a Cayman Islands exempted company (the “Company”).
INDEMNITY AGREEMENTIndemnification Agreement • January 12th, 2021 • Biotech Acquisition Co • Blank checks • New York
NOW, THEREFORE, in consideration of the premises and the covenants contained herein and subject to the provisions of the letter agreement dated as of _______, 2021 between the Company and Indemnitee pursuant to the Underwriting Agreement between the Company and the Underwriters in connection with the Company’s initial public offering, the Company and Indemnitee do hereby covenant and agree as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 4th, 2022 • Biotech Acquisition Co • Pharmaceutical preparations • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of May 3, 2022, is by and between CF Principal Investments LLC, a Delaware limited liability company (the “Investor”), and Biotech Acquisition Company, a Cayman Islands exempted company (the “Company”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 29th, 2021 • Biotech Acquisition Co • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of January 25, 2021, is made and entered into by and among Biotech Acquisition Company, a Cayman Islands exempted company (the “Company”), and the undersigned parties listed under Investors on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • January 29th, 2021 • Biotech Acquisition Co • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of January 25, 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between Biotech Acquisition Company, a Cayman Islands exempted company (the “Company”), and Biotech Sponsor LLC, a Delaware limited liability company (the “Purchaser”).
March 24, 2022Employment Agreement • April 18th, 2022 • Biotech Acquisition Co • Pharmaceutical preparations
Blade Therapeutics, Inc. (the “Company”) would like to amend the terms of your employment (and your underlying offer letter dated July 7, 2016 (the “Offer Letter”)) as set forth in this letter (this “Agreement”) to reflect the following adjustments to your compensation, which will be subject to the consummation of the transactions currently contemplated involving the acquisition of the Company by a special purpose acquisition company in order to complete a public offering of its common stock, following such transaction the Company or its successor (a) is required to file periodic reports pursuant to Section 12 of the Securities Exchange Act of 1934, as amended, and (b) the Company’s common stock (or the successors common stock) is listed on one or more national securities exchanges or is quoted on NASDAQ or a successor quotation system (the “SPAC Transaction”) and shall be deemed effective upon January 1, 2022 (the “Effective Date”) following the consummation of the SPAC Transaction (t
March 24, 2022Employment Agreement • April 18th, 2022 • Biotech Acquisition Co • Pharmaceutical preparations
Blade Therapeutics, Inc. (the “Company”) would like to amend the terms of your employment (and your underlying offer letter dated February 1, 2021 (the “Offer Letter”) as set forth in this letter (this “Agreement”) to reflect the following adjustments to your compensation, which will be subject to the consummation of the transactions currently contemplated involving the acquisition of the Company by a special purpose acquisition company in order to complete a public offering of its common stock, following such transaction the Company or its successor (a) is required to file periodic reports pursuant to Section 12 of the Securities Exchange Act of 1934, as amended, and (b) the Company’s common stock (or the successors common stock) is listed on one or more national securities exchanges or is quoted on NASDAQ or a successor quotation system (the “SPAC Transaction”) and shall be deemed effective upon January 1, 2022 (the “Effective Date”) following the consummation of the SPAC Transaction
FORM OF VOTING AGREEMENTVoting Agreement • November 8th, 2021 • Biotech Acquisition Co • Blank checks • Delaware
This Voting Agreement (this “Agreement”) is made as of November 8, 2021, by and among (i) Biotech Acquisition Company, a company incorporated as a Cayman Islands exempted company (together with its successors, including after the Conversion (as defined below), the “Acquiror”), (ii) Blade Therapeutics, Inc., a Delaware corporation (“Blade”), and (iii) the undersigned Blade Stockholder (“Holder”). Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Merger Agreement (as defined below) as in effect on the date hereof.
SUBLEASESublease • March 15th, 2022 • Biotech Acquisition Co • Pharmaceutical preparations
THIS SUBLEASE (this “Sublease”) is dated for reference purposes as of October 1, 2019, and is made by and between Blade Therapeutics, Inc., a Delaware corporation (“Sublessor”), and Applied Molecular Transport Inc., a Delaware corporation (“Sublessee”). Sublessor and Sublessee hereby agree as follows:
BIOTECH ACQUISITION COMPANYAdministrative Services Agreement • January 29th, 2021 • Biotech Acquisition Co • Blank checks • New York
This letter agreement by and between Biotech Acquisition Company., a Cayman Islands exempted company (the “Company”), and Biotech Sponsor LLC, dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on The Nasdaq Capital Market LLC (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the Securities and Exchange Commission (the “Registration Statement”) 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”):
TERMINATION AND RELEASE AGREEMENTTermination and Release Agreement • June 13th, 2022 • Biotech Acquisition Co • Pharmaceutical preparations • Delaware
THIS TERMINATION AND RELEASE AGREEMENT, dated as of June 10, 2022 (this “Agreement”), is entered into by and among Biotech Acquisition Company, a Cayman Islands exempted company (together with its successors, the “Acquiror”), Blade Merger Subsidiary, Inc., a Delaware corporation and a wholly-owned subsidiary of the Acquiror (“Merger Sub”), Biotech Sponsor LLC, a Delaware limited liability company, in the capacity under the Merger Agreement (as defined below) as the Acquiror Representative (the “Acquiror Representative”), Jean Frédéric-Viret, in the capacity under the Merger Agreement as the Blade Representative (the “Blade Representative”), and Blade Therapeutics, Inc., a Delaware corporation (the “Company”). The Acquiror, Merger Sub, the Acquiror Representative, the Blade Representative and the Company are collectively referred herein as the “Parties” and, each individually, as a “Party”. Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to them
AGREEMENT AND PLAN OF MERGER by and among BIOTECH ACQUISITION COMPANY, as the Acquiror, BLADE MERGER SUBSIDIARY, INC., as Merger Sub,Merger Agreement • November 8th, 2021 • Biotech Acquisition Co • Blank checks • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of November 8, 2021, by and among (i) Biotech Acquisition Company, a company incorporated as a Cayman Islands exempted company (together with its successors, including after the Conversion (as defined below), the “Acquiror”), (ii) Blade Merger Subsidiary, Inc., a Delaware corporation and a wholly-owned subsidiary of Acquiror (“Merger Sub”), (iii) solely with respect to and for purposes of Section 3.05, Biotech Sponsor LLC, a Delaware limited liability company, in the capacity as the representative from and after the Effective Time (as defined below) for the stockholders of the Acquiror (in their capacity as such) as of immediately prior to the Effective Time and their successors and assignees in accordance with the terms and conditions of this Agreement (the “Acquiror Representative”), (iv) solely with respect to and for purposes of Section 3.05, Jean-Frédéric Viret in the capacity as the representative fr
FORM OF SUBSCRIPTION AGREEMENTSubscription Agreement • November 8th, 2021 • Biotech Acquisition Co • Blank checks • New York
This subscription agreement (this “Subscription Agreement”) is being entered into as of November 8, 2021, by and between Biotech Acquisition Company, a Cayman Islands exempted company (together with any successor thereto, including after the Domestication (defined below), the “Company”), and the undersigned subscriber (“Subscriber”).
BIOTECH ACQUISITION COMPANYAdministrative Services Agreement • January 12th, 2021 • Biotech Acquisition Co • Blank checks • New York
This letter agreement by and between Biotech Acquisition Company., a Cayman Islands exempted company (the “Company”), and Biotech Sponsor LLC, dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on The Nasdaq Capital Market LLC (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the Securities and Exchange Commission (the “Registration Statement”) 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”):
SUMMARY OF BASIC LEASE INFORMATIONLease • March 15th, 2022 • Biotech Acquisition Co • Pharmaceutical preparations • California
February 1, 2021 Jean-Frédéric Viret, Ph.D. Dear Jean:Employment Agreement • April 18th, 2022 • Biotech Acquisition Co • Pharmaceutical preparations
FORM OF LOCK-UP AGREEMENTLock-Up Agreement • November 8th, 2021 • Biotech Acquisition Co • Blank checks • Delaware
THIS LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of November 8, 2021 by and between (i) Biotech Acquisition Company, a Cayman Islands exempted company (together with its successors, including after the Conversion (as defined below), “Acquiror”), and (ii) the undersigned Blade Stockholder (“Holder”). Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Merger Agreement (defined below).
Amendment to Agreement and Plan of MergerAgreement and Plan of Merger • May 23rd, 2022 • Biotech Acquisition Co • Pharmaceutical preparations
This Amendment (this “Amendment”), entered into and effective as of May 17, 2022, is made to that certain Agreement and Plan of Merger (the “Original Agreement”; as amended by this Amendment and as the same may be further amended, modified and restated, the “Merger Agreement”) dated as of November 8, 2021, by and among Biotech Acquisition Company, a company incorporated as a Cayman Islands exempted company (together with its successors, including after the Conversion, the “Acquiror”), Blade Merger Subsidiary, Inc., a Delaware corporation and a wholly-owned subsidiary of the Acquiror (“Merger Sub”), Biotech Sponsor LLC, a Delaware limited liability company, in the capacity as the representative from and after the Effective Time for the stockholders of the Acquiror (in their capacity as such) as of immediately prior to the Effective Time and their successors and assignees in accordance with the terms and conditions of the Merger Agreement (the “Acquiror Representative”), Jean Frédéric-Vi
FIRST AMENDMENT TO LEASELease • March 15th, 2022 • Biotech Acquisition Co • Pharmaceutical preparations
This FIRST AMENDMENT TO LEASE (“First Amendment”) is made and entered into as of October 15, 2021, by and between BAYSIDE ACQUISITION, LLC, a Delaware limited liability company (“Landlord”), and BLADE THERAPEUTICS, INC., a Delaware corporation (“Tenant”).
