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, 2023Merger Agreement • 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.
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”).
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).
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
