BURTECH ACQUISITION CORP. UNDERWRITING AGREEMENT New York, New York December 10, 2021 EF HUTTON, division of Benchmark Investments, LLC New York, NY 10022 As Representative of the Underwriters named on Schedule A hereto Ladies and Gentlemen:Underwriting Agreement • December 16th, 2021 • BurTech Acquisition Corp. • Blank checks • New York
BurTech Acquisition Corp., a company incorporated under the law of the State of Delaware (the “Company”), hereby confirms its agreement with EF Hutton, division of Benchmark Investments, LLC (the “Representative”), as representative of the several underwriters named on Schedule A hereto (the “Underwriters” or, each underwriter individually, an “Underwriter”), as follows:
WARRANT AGREEMENTWarrant Agreement • December 16th, 2021 • BurTech Acquisition Corp. • Blank checks • New York
This agreement (“Agreement”) is made as of December 10, 2021 between Burtech Acquisition Corp., a Delaware corporation, with offices 1300 Pennsylvania Ave NW, Suite 700, Washington, DC 20004 (“Company”), and Continental Stock Transfer & Trust Company, a limited purpose trust company, with offices at 1 State Street, 30th Floor, New York, New York 10004, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • December 16th, 2021 • BurTech Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of December 10, 2021, by and between BurTech Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
BurTech Acquisition Corp. Bethesda, MD 20814BurTech Acquisition Corp. • November 19th, 2021 • Blank checks • New York
This agreement (the “Agreement”) is entered into on May 21, 2021 by and between BurTech LP LLC, a Delaware limited liability company (the “Subscriber” or “you”), and BurTech Acquisition Corp., a Delaware corporation (the “Company,” “we” or “us”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 8,625,000 shares of Class B common stock, $0.0001 par value per share of the Company (the “Shares”), up to 1,125.000 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:
BurTech Acquisition Corp. Washington, DC 20004Letter Agreement • November 19th, 2021 • BurTech Acquisition Corp. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among BurTech Acquisition Corp., a Delaware corporation (the “Company”), and EF Hutton, division of Benchmark Investments, LLC., 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 25,000,000 of the Company’s units (including up to 3,750,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”) and one redeemable warrant (the “Warrant”). Each Warrant entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units will be sold in the Public Offering pursuant to a regist
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 16th, 2021 • BurTech Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 10, 2021, is made and entered into by and among BurTech Acquisition Corp., a Delaware corporation (the “Company”) and BurTech LP, LLC, a Delaware limited liability company (the “Sponsor”), (and together with any other parties listed on the signature pages hereto and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, being referred to herein as a “Holder” and collectively as the “Holders”).
FORM OF INDEMNITY AGREEMENTForm of Indemnity Agreement • November 19th, 2021 • BurTech Acquisition Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [ ], 2021, by and between BurTech Acquisition Corp., a Delaware corporation (the “Company”), and ___________ (“Indemnitee”).
FORM OF AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT1Registration Rights Agreement • December 29th, 2023 • BurTech Acquisition Corp. • Blank checks • Delaware
This Amended and Restated Registration Rights Agreement (this “Agreement”), dated as of [·], 202[·], is made and entered into by and among Blaize Holdings, Inc., a Delaware corporation (the “Company”) (formerly known as BurTech Acquisition Corp., a Delaware corporation), BurTech LP LLC, a Delaware limited liability company (the “Sponsor”), the Persons set forth on Schedule I hereto (together with the Sponsor, the “Sponsor Group”, and each member of the Sponsor Group, a “Sponsor Holder”) and certain former stockholders of Blaize Inc., a Delaware corporation (“Blaize”), set forth on Schedule II hereto (such stockholders, the “Blaize Holders” and, collectively with the Sponsor Group and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 or Section 5.10 of this Agreement, the “Holders” and each, a “Holder”).
AGREEMENT AND PLAN OF MERGER by and among BURTECH ACQUISITION CORP., BURTECH MERGER SUB INC., BLAIZE, INC., and BURKHAN CAPITAL LLC (for the limited purposes set forth herein) dated as of December 22, 2023Agreement and Plan of Merger • December 29th, 2023 • BurTech Acquisition Corp. • Blank checks • Delaware
This Agreement and Plan of Merger, dated as of December 22, 2023 (this “Agreement”), is made and entered into by and among BurTech Acquisition Corp., a Delaware corporation (“Acquiror”), BurTech Merger Sub Inc., a Delaware corporation and a direct wholly owned subsidiary of Acquiror (“Merger Sub”), Blaize, Inc., a Delaware corporation (the “Company”) and, solely for purposes of Section 3.1 and Section 3.5, Burkhan Capital LLC, a Delaware limited liability company (“Burkhan”). Acquiror, Merger Sub, the Company and, solely with respect to Section 3.1 and Section 3.5, Burkhan are collectively referred to herein as the “Parties” and individually as a “Party.” Capitalized terms used and not otherwise defined herein have the meanings set forth in Section 1.1.
December 10, 2021Letter Agreement • December 16th, 2021 • BurTech Acquisition Corp. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among BurTech Acquisition Corp., a Delaware corporation (the “Company”), and EF Hutton, division of Benchmark Investments, LLC., 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 25,000,000 of the Company’s units (including up to 3,750,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”) and one redeemable warrant (the “Warrant”). Each Warrant entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units will be sold in the Public Offering pursuant to a regist
UNIT SUBSCRIPTION AGREEMENTUnit Subscription Agreement • December 16th, 2021 • BurTech Acquisition Corp. • Blank checks • New York
This UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of December 10, 2021, by and between BurTech Acquisition Corp., a Delaware corporation (the “Company”), having its principal place of business at 1300 Pennsylvania Ave NW, Suite 700,Washington DC 20004, and BurTech LP, LLC, a Delaware limited liability company (the “Subscriber”), having its principal place of business at 1300 Pennsylvania Ave NW, Suite 700, Washington DC 20004.
NON-REDEMPTION AGREEMENT AND ASSIGNMENT OF ECONOMIC INTERESTNon-Redemption Agreement and Assignment of Economic Interest • March 2nd, 2023 • BurTech Acquisition Corp. • Blank checks • New York
This Non-Redemption Agreement and Assignment of Economic Interest (this “Agreement”) is entered as of [*], 2023 by and among BurTech Acquisition Corp. (the “Company”), BurTech LP LLC (the “Sponsor”) and the undersigned investors (collectively, the “Investor”).
BACKSTOP SUBSCRIPTION AGREEMENTBackstop Subscription Agreement • April 26th, 2024 • BurTech Acquisition Corp. • Blank checks
This BACKSTOP SUBSCRIPTION AGREEMENT (this “Backstop Subscription Agreement”) is entered into on April 22, 2024, by and among BurTech Acquisition Corp., a Delaware corporation (“Issuer”), Blaize, Inc., a Delaware corporation (the “Company”), and the undersigned subscriber (the “Backstop Investor”). Capitalized terms used but not defined in this Agreement shall have the meanings ascribed to such terms in the Transaction Agreement (as defined below).
SPONSOR FORFEITURE AGREEMENTSponsor Forfeiture Agreement • April 26th, 2024 • BurTech Acquisition Corp. • Blank checks
This Sponsor Forfeiture Agreement (this “Agreement”) is entered into as of April 22, 2024, by and between BurTech LP LLC, a Delaware limited liability company (the “Sponsor”), and BurTech Acquisition Corp., a Delaware corporation (the “SPAC”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Business Combination Agreement (as defined below).
FORM OF LOCK-UP AGREEMENTLock-Up Agreement • December 29th, 2023 • BurTech Acquisition Corp. • Blank checks
THIS LOCK-UP AGREEMENT (this “Agreement”), dated as of [ · ], is made and entered into by and among Blaize Holdings, Inc., a Delaware corporation (formerly known as BurTech Acquisition Corp.) (the “Company”), and the Persons (as defined in the Merger Agreement (as defined below)) set forth on Schedule I hereto (such Persons, together with any other Person who hereafter becomes a party to this Agreement pursuant to Section 2 or Section 7 of this Agreement, the “Securityholders” and each, a “Securityholder”).
Administrative Services Agreement BurTech LP, LLCAdministrative Services Agreement • November 19th, 2021 • BurTech Acquisition Corp. • Blank checks • New York
This letter agreement by and between BurTech Acquisition Corp., a Delaware corporation (the “Company”) and BurTech LP, LLC, a Delaware corporation ( the “Sponsor.”) will confirm our agreement that, commencing on the date the securities of the Company are first listed on the Nasdaq Capital Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 (Registration No. 333-258914) and related prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination (as defined in the Registration Statement) or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
AMENDMENT TO AGREEMENT AND PLAN OF MERGERBackstop Subscription Agreement • April 26th, 2024 • BurTech Acquisition Corp. • Blank checks
THIS AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this “Amendment”) is made and entered into as of April 22, 2024, by and among BurTech Acquisition Corp., a Delaware corporation (“Acquiror”), BurTech Merger Sub Inc., a Delaware corporation and a direct wholly owned subsidiary of Acquiror (“Merger Sub”), Blaize, Inc., a Delaware corporation (the “Company”) and, solely for purposes of Section 3.1 and Section 3.5, Burkhan Capital LLC, a Delaware limited liability company (“Burkhan”). Acquiror, Merger Sub, the Company and, solely with respect to Section 3.1 and Section 3.5, Burkhan are collectively referred to herein as the “Parties” and individually as a “Party.” Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).
SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • December 29th, 2023 • BurTech Acquisition Corp. • Blank checks • Delaware
This Sponsor Support Agreement (this “Agreement”) is dated as of December 22, 2023, by and among BurTech LP LLC, a Delaware limited liability company (the “Sponsor”), BurTech Acquisition Corp., a Delaware corporation (“Acquiror”), and Blaize, Inc., a Delaware corporation (the “Company”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined herein).
AMENDMENT NO. 1 TO THE INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • March 16th, 2023 • BurTech Acquisition Corp. • Blank checks
This Amendment No. 1 (this “Amendment”), dated as of March 10, 2023, to the Investment Management Trust Agreement (as defined below) is made by and between BurTech Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company, as trustee (“Trustee”). All terms used but not defined herein shall have the meanings assigned to them in the Trust Agreement.
STOCKHOLDER SUPPORT AGREEMENTStockholder Support Agreement • December 29th, 2023 • BurTech Acquisition Corp. • Blank checks • Delaware
This Stockholder Support Agreement (this “Agreement”) is dated as of December 22, 2023, by and among BurTech Acquisition Corp., a Delaware corporation (“Acquiror”), the Persons set forth on Schedule I attached hereto (each, a “Company Stockholder” and, collectively, the “Company Stockholders”), which include all Company Stockholders holding shares of the Company Common Stock, and any other Company Securities having the right to vote generally in any election of directors of the Company Board, collectively representing at least five percent (5%) of the outstanding shares of Company Common Stock on an as-converted basis, and Blaize, Inc., a Delaware corporation (the “Company”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined herein).
STOCKHOLDERS’ Agreement among BLAIZE HOLDINGS, INC., BURTECH LP LLC, BURKHAN CAPITAL LLC and each person identified on schedule I dated as of Stockholders’ AgreementStockholders’ Agreement • December 29th, 2023 • BurTech Acquisition Corp. • Blank checks • Delaware
SATISFACTION AND DISCHARGE OF INDEBTEDNESS PURSUANT TO UNDERWRITING AGREEMENT DATED DECEMBER 10, 2021 April 26, 2024Satisfaction and Discharge • May 1st, 2024 • BurTech Acquisition Corp. • Blank checks
This Satisfaction and Discharge of Indebtedness (this “Satisfaction and Discharge”) is made and entered into to be effective as of April 26, 2024, by and between BURTECH ACQUISITION CORP., a Delaware corporation (the “Company”) and EF HUTTON LLC, as Representative of the several Underwriters (“EF Hutton”), referred to as “EF Hutton, division of Benchmark Investments, LLC” in the Underwriting Agreement. Capitalized terms used but not defined herein shall have the meanings assigned to them in the Underwriting Agreement (as defined below).
April 22, 2024BurTech Acquisition Corp. • April 26th, 2024 • Blank checks
Reference is made to the (a) Amended and Restated Note Purchase Agreement, dated as of the date hereof (as may be amended and/or restated, the “Note Purchase Agreement”), by and among Blaize, Inc., a Delaware corporation (the “Company”), and certain lenders (each, a “Lender” and collectively, the “Lenders”) named on the Schedule of Lenders attached thereto and (b) the Warrant, dated as of the date hereof (the “Warrant”), issued by the Company to RT-AI I, LLC, a Delaware limited liability company (“RT-AI” and, together with its affiliates, the “RT Parties”). Capitalized terms used herein without definition have the same meanings given to such terms in the Note Purchase Agreement or the Warrant, as the case may be.
Administrative Services Agreement BurTech LP, LLC.Administrative Services Agreement • December 16th, 2021 • BurTech Acquisition Corp. • Blank checks • New York
This letter agreement by and between BurTech Acquisition Corp., a Delaware corporation (the “Company”) and BurTech LP, LLC., a Delaware corporation ( the “Sponsor.”) will confirm our agreement that, commencing on the date the securities of the Company are first listed on the Nasdaq Capital Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 (Registration No. 333-258914) and related prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination (as defined in the Registration Statement) or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
AMENDMENT NO. 2 TO THE INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • December 15th, 2023 • BurTech Acquisition Corp. • Blank checks
This Amendment No. 2 (this “Amendment”), dated as of December 11, 2023, to the Investment Management Trust Agreement (as defined below) is made by and between BurTech Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company, as trustee (“Trustee”). All terms used but not defined herein shall have the meanings assigned to them in the Trust Agreement.
