BURTECH ACQUISITION CORP. UNDERWRITING AGREEMENT New York, New York November __, 2021 EF HUTTON, division of Benchmark Investments, LLC New York, NY 10022 As Representative of the Underwriters named on Schedule A heretoUnderwriting Agreement • November 19th, 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 • November 19th, 2021 • BurTech Acquisition Corp. • Blank checks • New York
This agreement (“Agreement”) is made as of [●], 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 • November 19th, 2021 • BurTech Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [*], 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 • November 19th, 2021 • BurTech Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [ ], 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”).
UNIT SUBSCRIPTION AGREEMENTUnit Subscription Agreement • November 19th, 2021 • BurTech Acquisition Corp. • Blank checks • New York
This UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of [*], 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.
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”):
