SATISFACTION AND DISCHARGE OF INDEBTEDNESS PURSUANT TO UNDERWRITING AGREEMENT DATED DECEMBER 10, 2021 April 26, 2024

Exhibit 10.1

SATISFACTION AND DISCHARGE OF INDEBTEDNESS PURSUANT TO UNDERWRITING AGREEMENT DATED DECEMBER 10, 2021

April 26, 2024

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 XX XXXXXX LLC, as Representative of the several Underwriters (“XX Xxxxxx”), referred to as “XX Xxxxxx, 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).

RECITALS

WHEREAS, the Company and XX Xxxxxx are parties to an Underwriting Agreement, dated December 10, 2021 (the “Underwriting Agreement”);

WHEREAS, pursuant to the Sections 1.3 and 3.15 of Underwriting Agreement, an aggregate principal sum of $10,062,500 (as the result of the exercise of the Over-Allotment Option by the Underwriters) (such amount, the “Deferred Underwriting Commission”) shall be payable to XX Xxxxxx upon the consummation of the Company’s initial business combination, and the Company agreed that it will cause the Trustee to pay the Deferred Underwriting Commission directly from the Trust Account to XX Xxxxxx.

WHEREAS, on December 22, 2023, the Company announced that it entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Blaize, Inc., a Delaware corporation (“Blaize”), BurTech Merger Sub Inc., a Delaware corporation and a direct wholly owned subsidiary of the Company (“Merger Sub”), and solely for the limited purposes set forth therein, Burkhan Capital LLC, a Delaware limited liability company, pursuant to which Merger Sub will merge with and into Blaize, whereupon the separate corporate existence of Merger Sub will cease and Blaize will be the surviving company and continue in existence as a direct, wholly owned subsidiary of the Company, on the terms and subject to the conditions set forth therein (the “Merger” and, collectively with the other transactions described in the Merger Agreement, the “Business Combination”).

WHEREAS, at the closing of the Business Combination (the “Closing”), the Deferred Underwriting Commission to XX Xxxxxx would be immediately due and payable.

WHEREAS, the Company has requested of XX Xxxxxx that, in lieu of the Company tendering the full amount of the Deferred Underwriting Commission, XX Xxxxxx accept cash of an aggregate sum of $1,500,000, payable at the Closing, in full and final payment and satisfaction of the Deferred Underwriting Commission.

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WHEREAS, in lieu of collecting the full amount of the Deferred Underwriting Commission in cash at the time of the Closing, XX Xxxxxx hereby agrees to accept, as full payment and satisfaction of the Deferred Underwriting Commission, the Cash Payment on the date of the Closing.

Except as expressly set forth herein, for clarity, this Agreement is not intended to, and shall not serve to affect, modify or amend the Underwriting Agreement.

NOW THEREFORE, in exchange for mutual covenants and other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the parties to this Satisfaction and Discharge, agree as follow:

ARTICLE I

CONDITIONS TO SATISFACTION AND DISCHARGE

1.1 Notwithstanding anything contained in the Underwriting Agreement to the contrary, XX Xxxxxx shall acknowledge the satisfaction and discharge of the Deferred Underwriting Commission and shall acknowledge that the Company’s obligations to pay the Deferred Underwriting Commission in its entirety under the Underwriting Agreement have automatically been satisfied and discharged, if on the Closing the Company wires or causes to be wired One Million Five Hundred Thousand Dollars ($1,500,000) (the “Cash Payment”) to the bank account of XX Xxxxxx (pursuant to the wire instructions provided by XX Xxxxxx in writing to the Company in advance of the Closing).

1.2 Upon delivery of the Cash Payment in accordance with Section 1.1 above, any obligations pursuant to the Underwriting Agreement to deliver to XX Xxxxxx the Deferred Underwriting Commission shall be automatically discharged and satisfied.

ARTICLE II

MISCELLANEOUS PROVISIONS

2.1 This Satisfaction and Discharge shall be governed by and construed in accordance with the laws of the State of New York, without reference or regard to its principles of conflicts of law except Sections 5-1401 and 5-1402 of New York General Obligations Law if applicable.

2.2 This Satisfaction and Discharge may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all of which shall together constitute but one and the same instrument.

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IN WITNESS WHEREOF, XX Xxxxxx and the Company have caused their corporate names to be hereunto affixed, and this instrument to be signed by their respective authorized officers, all as of the day and year first above written.

XX XXXXXX LLC
By:	/s/ Xxxxxx Xxxxx
Name: Xxxxxx Xxxxx
Title: Managing Director/Head of SPACs
BURTECH ACQUISITION CORP.
By:	/s/ Xxxxxx Xxxx
Name: Xxxxxx Xxxx
Title: Chief Executive Officer

[Signature Page to the Satisfaction and Discharge]