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).
AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • 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).
April 22, 2024Note Purchase Agreement • April 26th, 2024 • BurTech Acquisition Corp. • 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.
