8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): November 8, 2021

BIOTECH ACQUISITION COMPANY

(Exact name of registrant as specified in its charter)

Cayman Islands	001-39935	N/A
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

545 West 25^th Street, 20^th Floor

New York, New York 10001

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (212) 227-1905

Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☒ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading symbol(s)	Name of each exchange on which registered
Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-half of one redeemable warrant	BIOTU	The Nasdaq Stock Market LLC
Class A ordinary shares included as part of the units	BIOT	The Nasdaq Stock Market LLC
Redeemable warrants included as part of the units	BIOTW	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry Into A Material Definitive Agreement.

Merger Agreement

This section describes the material provisions of the Merger Agreement (as defined below), but does not purport to describe all of the terms thereof. The following summary is qualified in its entirety by reference to the complete text of the Merger Agreement, a copy of which is attached hereto as Exhibit 2.1. Shareholders of Biotech Acquisition Company and other interested parties are urged to read the Merger Agreement in its entirety. Unless otherwise defined herein, the capitalized terms used below have the meanings given to them in the Merger Agreement. 

General Terms and Effects; Merger Consideration

On November 8, 2021, Biotech Acquisition Company, a Cayman Islands exempted company (“BAC”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Blade Therapeutics, Inc., a Delaware corporation (“Blade”), Blade Merger Subsidiary, Inc., a Delaware corporation and a wholly-owned subsidiary of BAC (“Blade Merger Sub”), Biotech Sponsor LLC, a Delaware limited liability company, in the capacity as the representative from and after the closing (the “Closing”) of the stockholders of BAC as of immediately prior to the Closing and their successors and assignees (in such capacity, the “BAC Representative”), and Jean-Frédéric Viret in the capacity as the representative of the Earnout Participants (as defined in the Merger Agreement) from and after the Closing (in such capacity, the “Blade Representative”).

Pursuant to the Merger Agreement, subject to the terms and conditions set forth therein, (i) prior to the Closing, BAC will transfer by way of continuation out of the Cayman Islands and into the State of Delaware to re-domicile and become a Delaware corporation (the “Conversion”) and (ii) at the Closing, and following the Conversion and the PIPE Investment (defined below), Blade Merger Sub will merge with and into Blade (the “Merger”), with Blade continuing as the surviving entity and wholly-owned subsidiary of BAC, and with each Blade stockholder receiving shares of BAC common stock at the Closing (as further described below). Simultaneously with entering into the Merger Agreement, BAC entered into Subscription Agreements (as defined below) with investors (the “PIPE Investors”) to purchase a total of 2,430,000 shares of BAC common stock in a private equity investment (the “PIPE”) for a purchase price equal to $10.00 per share and aggregate gross proceeds to BAC equal to $24,300,000. The PIPE Investors include certain existing Blade stockholders.

The total consideration received by Blade security holders from BAC at the Closing will have an aggregate value equal to $280,000,000 less the value of certain contingent payments that may become payable to Blade’s current Series C-1 Preferred Stockholders (the “Merger Consideration”), payable, in the case of Blade stockholders, solely in newly issued shares of BAC common stock and, in the case of Blade optionholders, by assumption of such options by BAC (valued based on the net spread of such options),  plus the additional contingent right to receive the Earnout Shares (as defined below) after the Closing, as described below. All preferred stock of Blade and all convertible promissory notes of Blade will be required to be converted into shares of Blade common stock prior to the Closing, and will share in the Merger Consideration. All warrants of Blade will be required to be exercised in full on a cash or cashless basis or terminated without exercise, as applicable and in accordance with their respective terms prior to the Closing.

Earnout

In addition to the Merger Consideration set forth above, the Earnout Participants will also have a contingent right to receive up to an additional 3,500,000 shares of BAC common stock (the “Earnout Shares”) after the Closing based on the stock price performance of BAC common stock (the “Earnout Period”). The Earnout Shares will become issuable if, during the Earnout Period, the closing price of BAC’s common stock is equal to or greater than $15.00 per share for any 20 trading days within any 30 trading day period (the “Price Earnout Milestone”) or, prior to the occurrence of a Price Earnout Milestone, (A) BAC consummates a sale, merger, consolidation, liquidation, exchange offer or other similar transaction that results in the stockholders of BAC immediately prior to such transaction having beneficial ownership of less than fifty percent (50%) of the outstanding voting securities of BAC or the surviving entity in such transaction, directly or indirectly, immediately following such transaction, (B) BAC consummates a “going private transaction” or otherwise ceases to be subject to the reporting obligations under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or (C) the BAC Common Stock ceases to be listed on a national securities exchange. Unlike the Merger Consideration, the Earnout Shares will be allocated among Blade’s security holders on a fully-diluted basis as of the Closing, without treating assumed Blade options on a net exercise basis, and with holders of unvested Blade options receiving restricted stock units for a number of shares of common stock of BAC equal to such portion of the Earnout Shares otherwise issuable to such Earnout Participant in respect of such unvested Blade options.

1

Representations and Warranties

The Merger Agreement contains a number of representations and warranties made by BAC as of the date of the Merger Agreement or other specified dates. Certain of the representations and warranties are qualified by materiality or BAC Material Adverse Effect (as hereinafter defined), as well as information provided in the disclosure schedules to the Merger Agreement. “BAC Material Adverse Effect” means, any change, event, circumstance, occurrence, effect, development or state of facts that, individually or in the aggregate, with any other change, event, circumstance, occurrence, effect, development or state of facts has had or would reasonably be expected to prevent or materially delay or materially impact the ability of the BAC, Merger Sub and Sponsor to, on a timely basis, consummate the Transactions. Notwithstanding the foregoing, the (a) number of the redemptions by BAC shareholders in connection with or the failure to obtain the approval of BAC shareholders for, among other things, the adoption of the Merger Agreement, Ancillary Documents and the Transaction, shall not be deemed to be a BAC Material Adverse Effect and (b) in no event shall any of the following be taken into account in determining whether an BAC Material Adverse Effect has occurred or would reasonably be expected to occur: (i) any change in applicable Laws (including COVID-19 Measures) or GAAP or any official interpretation thereof first publicly announced or enacted after the date hereof; (ii) any change, event, effect, development or occurrence that is generally applicable to special purpose acquisition companies and/or blank check companies; (iii) any change in interest rates or economic, political, business, financial, commodity, currency or market conditions generally; or (iv) any earthquake, hurricane, tsunami, tornado, flood, mudslide, wild fire or other natural disaster, act of nature or other force majeure event or any epidemic, disease, outbreak or pandemic (including COVID-19).

The Merger Agreement contains a number of representations and warranties made by Blade as of the date of the Merger Agreement or other specified dates. Certain of the representations and warranties are qualified by materiality or Blade Material Adverse Effect (as hereinafter defined), as well as information provided in the disclosure schedules to the Merger Agreement. “Blade Material Adverse Effect” means, any change, event, circumstance, occurrence, effect, development or state of facts that, individually or in the aggregate, with any other change, event, circumstance, occurrence, effect, development or state of facts has had or would reasonably be expected to either have a material adverse effect on the business, assets, liabilities, operations, results of operations, prospects or condition of Blade and its subsidiaries, taken as a whole, or prevent or materially delay or materially impact the ability of Blade to, on a timely basis, consummate the Transactions or the Transaction Agreements to which it is a party or bound or to perform its obligations hereunder or thereunder. Notwithstanding the foregoing, in no event shall any of the following be taken into account in determining whether a Blade Material Adverse Effect has occurred or would reasonably be expected to occur: (i) any change in applicable Laws (including COVID-19 Measures) or GAAP or any official interpretation thereof or mandatory changes in the regulatory requirements applicable to any industry in which BAC or any of its subsidiaries operate, (ii) any change in interest rates or economic, political, business, financial, commodity, currency or market conditions generally, or any changes generally affecting the economy, markets or industry in which Blade and its subsidiaries operate, (iii) the announcement of the Agreement, the pendency of the consummation of the Merger or the performance of this Agreement, including the impact thereof on relationships, contractual or otherwise, with vendors, licensors, distributors, partners or employees, (iv) any earthquake, hurricane, tsunami, tornado, flood, mudslide, wild fire or other natural disaster, act of nature or other force majeure event or any epidemic, disease, outbreak or pandemic (including COVID-19), (v) any national or international political or social conditions in countries in which, or in the proximate geographic region of which, Blade and its subsidiaries operate, including the engagement by the United States or such other countries in hostilities or the escalation thereof, or the occurrence or the escalation of any military or terrorist attack upon the United States or such other country, or any territories, possessions, or diplomatic or consular offices of the United States or such other countries or upon any United States or such other country military installation, equipment or personnel, (vi) any failure of Blade or its subsidiaries, to meet any projections, forecasts, predictions of financial performance for any period or budgets (provided, that this clause (vi) shall not prevent or otherwise affect a determination that any change or effect underlying such failure to meet projections or forecasts has resulted in, or contributed to, or would reasonably be expected to result in or contribute to, a Blade Material Adverse Effect), (vii) any matter expressly set forth on the disclosure schedules or (viii) any action taken by, or at the request of, BAC.

No Survival

The representations and warranties of the parties contained in the Merger Agreement terminate as of, and do not survive, the Closing, and there are no indemnification rights for another party’s breach of any representation or warranty made by such other party. The covenants and agreements of the parties contained in the Merger Agreement do not survive the Closing, except those covenants and agreements to be performed after the Closing, which covenants and agreements will survive until fully performed.

Covenants of the Parties

Each party agreed in the Merger Agreement to use its reasonable best efforts to effect the Closing. The Merger Agreement also contains certain customary covenants by each of the parties during the period between the signing of the Merger Agreement and the earlier of the Closing or the termination of the Merger Agreement in accordance with its terms (the “Interim Period”), including those relating to: (i) the provision of access to their properties, books and personnel; (ii) the operation of their respective businesses in the ordinary course of business; (iii) the provision of financial statements by Blade to BAC; (iv) BAC’s public filings; (v) no insider trading; (vi) notifications of certain breaches, consent requirements or other matters; (vii) efforts to consummate the Closing; (viii) tax matters; (ix) further assurances; (x) public announcements; and (xi) confidentiality. Each party also agreed during the Interim Period not to solicit or enter into any inquiry, proposal or offer, or any indication of interest in making an offer or proposal for an alternative competing transactions, to notify the others as promptly as practicable in writing of the receipt of any inquiries, proposals or offers, requests for information or requests relating to an alternative competing transaction or any requests for non-public information relating to such transaction, and to keep the other party informed of the status of any such inquiries, proposals, offers or requests for information. During the Interim Period, BAC will use commercially reasonable efforts to satisfy the conditions of the Subscription Agreements with PIPE Investors. The Merger Agreement also contains certain customary post-Closing covenants regarding (a) maintenance of books and records; (b) indemnification of directors and officers and the purchase of tail directors’ and officers’ liability insurance; and (c) use of trust account proceeds.

2

In addition, Blade agreed to obtain its required stockholder approvals in the manner required under its organizational documents and applicable law for, among other things, the adoption and approval of the Merger Agreement, the Ancillary Documents and the Merger, and agreed to enforce the Voting Agreements (as defined and described below) in connection therewith.

The parties made customary covenants regarding the preparation and filing with the U.S. Securities and Exchange Commission (the “SEC”) of a registration statement on Form S-4 (the “Registration Statement”), to be filed by BAC under the Securities Act of 1933, as amended (the “Securities Act”) for purposes of registering the common stock of BAC to be issued in connection with the transactions contemplated by the Merger Agreement (including the Conversion and the Merger, the “Transaction”). The Registration Statement also will contain a proxy statement to solicit proxies from BAC’s shareholders to approve, among other things, (i) the Merger Agreement and the Transaction, including the Merger (including, to the extent required, the issuance of shares of BAC common stock to the PIPE Investors); (ii) the Conversion; (iii) adopting new BAC organizational documents to change the name of BAC and remove certain provisions; (iv) the adoption of a new equity incentive plan which will have available for issuance thereunder new awards equal to fifteen percent (15%) of the issued and outstanding shares of BAC immediately after the Closing, less the number of assumed Blade awards, with a five percent (5%) evergreen provision; (v) the adoption of a new employee stock purchase plan; and (vi) the appointment of the post-Closing board of directors.

Conditions to Closing

The Merger Agreement contains customary conditions to Closing, including the following mutual conditions of the parties (which may be waived by BAC and Blade): (i) approval of the shareholders of BAC and Blade; (ii) approvals of any required governmental authorities and expiration of any antitrust waiting periods; (iii) no law or order preventing the Transaction; (iv) the Registration Statement having been declared effective by the SEC; (v) the satisfaction of the $5,000,001 minimum net tangible asset test by BAC; (vi) approval of the BAC common stock for listing on Nasdaq; (vii) consummation of the Conversion; and (viii) reconstitution of the post-Closing board of directors as contemplated under the Merger Agreement.

In addition, the obligation of Blade to consummate the Transaction are subject to the satisfaction of the following additional Closing conditions, in addition to the delivery by BAC of customary certificates and other Closing deliverables: (i) the representations and warranties of BAC being true and correct as of the date of the execution of the Merger Agreement and as of the Closing, except to the extent made as of a particular date (subject to certain materiality qualifications); (ii) BAC having performed in all material respects its obligations and complied in all material respects with its covenants and agreements under the Merger Agreement required to be performed or complied with by it on or prior to the date of the Closing; (iii) the absence of any BAC Material Adverse Effect since the date of the Merger Agreement which is continuing and uncured; (iv) BAC having, at the Closing, at least $75,000,000 in cash and cash equivalents, including funds remaining in the trust account (after giving effect to the completion and payment of any redemptions) and the proceeds of any PIPE Investment, prior to paying any of BAC’s expenses and liabilities due at the Closing (the “Minimum Cash Condition”); (v) resignations of the directors of BAC as requested by Blade; (vi) the Lock-Up Agreements being in full force and effect as of the Closing; and (vii) the Registration Rights Agreement being in full force and effect as of the Closing. Other than the Minimum Cash Condition, the conditions to Blade’s obligation to consummate the Transaction may be waived by Blade. The Minimum Cash Condition may be waived by Blade with the prior written consent of certain Blade stockholders.

Unless waived by BAC, the obligations of BAC and Blade Merger Sub to consummate the Transaction are subject to the satisfaction of the following additional Closing conditions, in addition to the delivery by Blade of customary certificates and other Closing deliverables: (i) the representations and warranties of Blade being true and correct as of the date of the execution of the Merger Agreement and as of the Closing, except to the extent made as of a particular date (subject to certain materiality qualifications); (ii) Blade having performed in all material respects its obligations and complied in all material respects with its covenants and agreements under the Merger Agreement required to be performed or complied with or by it on or prior to the date of the Closing; (iii) the absence of any Blade Material Adverse Effect since the date of the Merger Agreement which is continuing and uncured; (iv) the Lock-Up Agreements being in full force and effect as of the Closing; and (v) the Registration Rights Agreement being in full force and effect as of the Closing.

3

Termination

The Merger Agreement may be terminated under certain customary and limited circumstances at any time prior to the Closing, including: (i) by mutual written consent of BAC and Blade; (ii) by either BAC or Blade if any of the conditions to Closing have not been satisfied or waived by April 15, 2022 (with such date being subject to an extension of sixty days in the event that there is any delay to the applicable waiting or review period or extension thereof by any governmental authority or Nasdaq); (iii) by either BAC or Blade if a governmental authority of competent jurisdiction has issued an order or taken any other action permanently restraining, enjoining or otherwise prohibiting the Transaction, and such order or other action has become final and non-appealable; (iv) by either BAC or Blade in the event of the other party’s uncured breach, if such breach would result in the failure of a closing condition (and so long as the terminating party is not also in breach under the Merger Agreement); (v) by BAC if there has been a Blade Material Adverse Effect with respect to Blade and its subsidiaries following the date of the Merger Agreement that remains uncured after 20 days written notice; (vi) by Blade if there has been a BAC Material Adverse Effect following the date of the Merger Agreement that remains uncured after 20 days written notice; (vii) by either BAC or Blade if the shareholders of BAC do not approve the Merger Agreement and the Transaction at the BAC Special Meeting; (viii) by BAC if Blade fails to deliver evidence of the required approval of Blade’s stockholders within seventy-two (72) hours after the Registration Statement has been declared effective under the Securities Act and (ix) by Blade if the board of BAC has determined that a recommendation of the Merger Agreement and Transaction would violate its fiduciary duties.

Trust Account Waiver

Blade agreed that it and its affiliates will not have any right, title, interest or claim of any kind in or to any monies in BAC’s trust account held for its public shareholders, and agreed not to, and waived any right to, make any claim against the trust account (including any distributions therefrom) other than in connection with the Closing.

BAC Representative and Blade Representatives

The Sponsor is serving as the BAC Representative under the Merger Agreement, and in such capacity will represent the interests of BAC’s shareholders after the Closing (other than the former Blade security holders) with respect to certain post-Closing matters under the Merger Agreement and Ancillary Documents. Jean-Frédéric Viret is serving as the Blade Representative under the Merger Agreement, and in such capacity will represent the interests of the former Blade security holders with respect to certain post-Closing matters under the Merger Agreement and Ancillary Documents.

Governing Law

The Merger Agreement, and all claims or causes of action based upon, arising out of, or related to the Merger Agreement or the Transaction, shall be governed by, and construed in accordance with, the internal substantive Laws of the State of Delaware applicable to contracts entered into and to be performed solely within such state, without giving effect to principles or rules of conflict of laws to the extent such principles or rules would require or permit the application of Laws of another jurisdiction.

A copy of the Merger Agreement is filed as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference, and the foregoing description of the Merger Agreement is qualified in its entirety by reference thereto. 

4

The Merger Agreement contains representations, warranties and covenants that the respective parties made to each other as of the date of such agreement or other specific dates. The assertions embodied in those representations, warranties and covenants were made for purposes of the contract among the respective parties and are subject to important qualifications and limitations agreed to by the parties in connection with negotiating such agreement. The Merger Agreement has been filed with this Current Report on Form 8-K in order to provide investors with information regarding its terms. It is not intended to provide any other factual information about BAC, Blade, Blade Merger Sub or any other party to the Merger Agreement. In particular, the representations, warranties, covenants and agreements contained in the Merger Agreement, which were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to the Merger Agreement, may be subject to limitations agreed upon by the contracting parties (including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the Merger Agreement instead of establishing these matters as facts) and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors and reports and documents filed with the SEC. Investors should not rely on the representations, warranties, covenants and agreements, or any descriptions thereof, as characterizations of the actual state of facts or condition of any party to the Merger Agreement. In addition, the representations, warranties, covenants and agreements and other terms of the Merger Agreement may be subject to subsequent waiver or modification. Moreover, information concerning the subject matter of the representations and warranties and other terms may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in BAC’s public disclosures.

Related Agreements

This section describes the material provisions of certain additional agreements entered into or to be entered into pursuant to or in connection with the Merger Agreement (the “Ancillary Agreements”), but does not purport to describe all of the terms thereof. The following summary is qualified in its entirety by reference to the complete text of each of the Ancillary Agreements, copies of each of which are attached hereto as exhibits. Shareholders and other interested parties are urged to read such Ancillary Agreements in their entirety.

Voting Agreements

Simultaneously with the execution and delivery of the Merger Agreement, BAC and Blade have entered into Voting Agreements (collectively, the “Voting Agreements”) with certain stockholders of Blade required to approve the Transaction. Under the Voting Agreements, each Blade stockholder party thereto agreed to vote all of such stockholder’s shares of Blade in favor of the Merger Agreement and the Transaction and to otherwise take (or not take, as applicable) certain other actions in support of the Merger Agreement and the Transaction and the other matters to be submitted to the Blade stockholders for approval in connection with the Transaction, in the manner and subject to the conditions set forth in the Voting Agreements, and provide a proxy to BAC to vote such Blade shares accordingly. The Voting Agreements prevent transfers of the Blade shares held by the Blade stockholders party thereto between the date of the Voting Agreement and the date of Closing, except for certain permitted transfers where the recipient also agrees to comply with the Voting Agreement.

A copy of the form of Voting Agreement is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference, and the foregoing description of the form of Voting Agreement is qualified in its entirety by reference thereto.

Lock-Up Agreement

Simultaneously with the execution and delivery of the Merger Agreement, certain stockholders of Blade each entered into a Lock-Up Agreement with BAC (collectively, the “Lock-Up Agreements”). Pursuant to the Lock-Up Agreements, each Blade stockholder party thereto agreed not to, during the period commencing on the Closing and ending on the earliest of (a) the date that is six (6) months after the Closing Date and (b) subsequent to the Closing, (X) the first date on which the last sale price of BAC’s common stock has equaled or exceeded $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30 trading day period commencing at least 150 days after the Closing or (Y) the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property: (i) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any BAC restricted securities, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such BAC restricted securities, or (iii) publicly disclose the intention to do any of the foregoing, whether any such transaction described in clauses (i) or (ii) above is to be settled by delivery of the BAC restricted securities or other securities, in cash or otherwise (in each case, subject to certain limited permitted transfers where the recipient takes the shares subject to the restrictions in the Lock-Up Agreement).

A copy of the form of Lock-Up Agreement is filed as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated herein by reference, and the foregoing description of the form of Lock-Up Agreement is qualified in its entirety by reference thereto.

5

Sponsor Agreement

Simultaneously with the execution and delivery of the Merger Agreement, BAC and the Sponsor entered into a letter agreement pursuant to which the Sponsor agreed to place 1,150,000 of BAC’s Class B ordinary shares into escrow and subject such shares to vesting and forfeiture unless the milestones applicable to the Earnout Shares are achieved during the Earnout Period.

A copy of the form of Sponsor Agreement is filed as Exhibit 10.3 to this Current Report on Form 8-K and is incorporated herein by reference, and the foregoing description of the Sponsor Agreement is qualified in its entirety by reference thereto.

PIPE Financing

Simultaneously with the execution of the Merger Agreement, BAC and Blade entered into subscription agreements (collectively, the “Subscription Agreements”) with PIPE Investors for an aggregate purchase of 2,430,000 shares of BAC’s common stock, par value $0.0001 per share (the “PIPE Shares”), at a price of $10.00 per share, for an aggregate of $24,300,000, in a private placement to be consummated simultaneously with the Closing (the “PIPE Investment”). The consummation of the transactions contemplated by the Subscription Agreements is conditioned on the concurrent Closing and other customary closing conditions. Among other things, each PIPE Investor agreed in the Subscription Agreement that it and its affiliates will not have any right, title, interest or claim of any kind in or to any monies in BAC’s trust account held for its public stockholders, and agreed not to, and waived any right to, make any claim against the trust account (including any distributions therefrom).

A copy of the form of Subscription Agreement is filed as Exhibit 10.4 to this Current Report on Form 8-K and is incorporated herein by reference, and the foregoing description of the form of Subscription Agreement is qualified in its entirety by reference thereto.

Registration Rights Agreement

Simultaneously with the execution of the Merger Agreement, BAC entered into an Amended and Restated Registration Rights Agreement (amending and restating in its entirety that certain Registration Rights Agreement, dated January 25, 2021) (the “Registration Rights Agreement”) with Biotech Sponsor LLC and certain equityholders of Blade. Under the Registration Rights Agreement, BAC agreed to register for resale, pursuant to Rule 415 promulgated under the Securities Act, certain shares of BAC common stock and other equity securities of BAC that are held by the parties to the Registration Rights Agreement from time to time. The Registration Rights Agreement contains certain restrictions on transfer of shares of common stock of BAC held by Biotech Sponsor LLC or the former Blade equityholders immediately following the Closing (the “Lock-up Shares”). Such restrictions began at Closing and end on the earlier of: (i) the date that is six (6) months after the Closing Date and (ii) subsequent to the Closing, (x) the first date on which the last sale price of the common stock has equaled or exceeded $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30 trading day period commencing at least 150 days after the Closing or (y) the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property, in accordance with the terms of the Insider Letter.

A copy of the form of Registration Rights Agreement is filed as Exhibit 10.5 to this Current Report on Form 8-K and is incorporated herein by reference, and the foregoing description of the form of Registration Rights Agreement is qualified in its entirety by reference thereto.

Item 3.02 Unregistered Sales of Equity Securities.

The disclosure set forth above under the heading “PIPE Financing” in Item 1.01 of this Current Report is incorporated by reference into this Item 3.02. The shares of BAC common stock to be issued to the PIPE Investors will not be registered under the Securities Act and are being issued in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder.

Item 7.01 Regulation FD Disclosure

Attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated into this Item 7.01 by reference is an investor presentation (the “Investor Presentation”) that will be used by BAC in connection with the transactions contemplated by the Merger Agreement described above.

Attached as Exhibit 99.2 to the Current Report on Form 8-K and incorporated into this Item 7.01 by reference is the webinar transcript (the “Transcript”) used by BAC in a recorded webcast to discuss the transactions contemplated by the Merger Agreement described above.

Attached as Exhibit 99.3 to the Current Report on Form 8-K and incorporated into this Item 7.01 by reference is the press release (“Press Release”) issued by BAC on November 8, 2021 announcing the definitive Merger Agreement described above.

The Investor Presentation, Transcript and Press Release is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

6

Forward-Looking Statements

This Current Report on Form 8-K contains, and certain oral statements made by representatives of BAC, Blade and their respective affiliates, from time to time may contain, “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,” “might” and “continues,” and similar expressions are intended to identify such forward-looking statements. These forward-looking statements include, without limitation, the expectations of BAC and Blade with respect to future performance of BAC, anticipated financial impacts of the merger contemplated by the Merger Agreement (the “Transaction”), the products and anticipated opportunities and addressable market for BAC, the satisfaction of the closing conditions to the Transaction, and the timing of the closing of the Transaction. These forward-looking statements involve significant risks and uncertainties that could cause actual results to differ materially from expected results.

Many factors could cause actual future events to differ materially from the forward-looking statements in this Current Report on Form 8-K. Factors that may cause such differences include, but are not limited to: (1) the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement; (2) a default by one or more of the investors in the PIPE on its commitment, and BAC’s failure to retain sufficient cash in its trust account or find replacement financing in order to meet the $75,000,000 minimum cash condition in the Merger Agreement; (3) the inability to consummate the Transaction, including due to failure to obtain approval of the shareholders of BAC or Blade, or other conditions to the closing in the Merger Agreement; (4) delays in obtaining or the inability to obtain any necessary regulatory approvals required to complete the Transaction; (5)the ability to maintain the listing of BAC’s securities on a national securities exchange; (6) the risk that the Transaction disrupts current plans and operations as a result of the announcement and consummation of the Transaction; (7) the ability to recognize the anticipated benefits of the Transaction, which may be affected by, among other things, competition, the ability of BAC to grow and manage growth economically and hire and retain key employees, officers and directors; (8) costs related to the Transaction; (9) changes in applicable laws or regulations; (10) the effect of the COVID-19 pandemic on BAC or Blade, and their ability to consummate the Transaction; (11) whether regulatory authorities determine that additional trials or data are necessary in order to obtain approval; (12) the timing, costs, conduct, and outcome of clinical trials and future preclinical studies and clinical trials, including the timing of the initiation and availability of data from such trials; (13) the risks that BAC’s products in development fail clinical trials or are not approved by the U.S. Food and Drug Administration or other authorities, or that approval may be otherwise delayed or subject to unanticipated conditions); (14) the possibility that BAC or Blade may be adversely affected by other economic, business, and/or factors such as a highly competitive market; (15) the ability to execute BAC’s business plan and strategy; (16) the outcome of any legal proceedings that may be instituted against BAC or Blade related to the Transaction; (17) the ability to protect and enhance the corporate reputation and brand of BAC; and (18) other risks and uncertainties to be identified in the registration/proxy statement (when available) relating to the Transaction, including those under “Risk Factors” therein, and in other filings with the SEC made by BAC. BAC and Blade caution that the foregoing list of factors is not exclusive, and caution readers not to place undue reliance upon any forward-looking statements, which speak only as of the date made. None of BAC or Blade undertakes or accepts any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in its expectations or any change in events, conditions or circumstances on which any such statement is based, subject to applicable law.

7

Information Sources; No Representations

The press release, Transcript and Investor Presentation have been prepared for use by BAC and Blade in connection with the Transaction. The information therein does not purport to be all-inclusive. The information therein is derived from various internal and external sources, with all information relating to the business, past performance, results of operations and financial condition of BAC derived entirely from BAC, and with all information relating to the business, past performance, results of operations and financial condition of Blade derived entirely from Blade. No representation is made as to the reasonableness of the assumptions made with respect to the information therein, or to the accuracy or completeness of any projections or modeling or any other information contained therein. Any data on past performance or modeling contained therein is not an indication as to future performance.

No representations or warranties, express or implied, are given with respect to the press release, Transcript or Investor Presentation. To the fullest extent permitted by law in no circumstances will BAC or Blade, or any of their respective subsidiaries, affiliates, shareholders, representatives, partners, directors, officers, employees, advisors or agents, be responsible or liable for any direct, indirect or consequential loss or loss of profit arising from the use of the press release, Transcript or Investor Presentation, its contents (including without limitation any projections or models), any omissions, reliance on information contained within it, or on opinions communicated in relation thereto or otherwise arising in connection therewith, which information relating in any way to the operations of Blade has been derived, directly or indirectly, exclusively from Blade, and has not been independently verified by BAC. The independent auditors of BAC and the independent auditors of Blade have not audited, reviewed, compiled or performed any procedures with respect to any projections or models for the purpose of their inclusion in the press release, Transcript or Investor Presentation and, accordingly, none of them expressed any opinion or provided any other form of assurances with respect thereto for the purposes of the press release, Transcript or Investor Presentation.

Additional Important Information About the Transactions and Where to Find It

BAC intends to file with the SEC a Registration Statement on Form S-4 (the “Registration Statement”), which will include a preliminary proxy statement of BAC and a prospectus in connection with the Merger Agreement and the Transactions. BAC will mail a definitive proxy statement and other relevant documents to its shareholders. Shareholders of BAC and other interested persons are advised to read, when available, the preliminary proxy statement, and amendments thereto, and the definitive proxy statement in connection with BAC’s solicitation of proxies for the special meeting to be held to approve the Merger Agreement and the Transactions because these documents will contain important information about BAC, Blade, the Merger Agreement and the Transactions. The definitive proxy statement will be mailed to shareholders of BAC as of a record date to be established for voting on the Merger Agreement and the Transactions. Shareholders will also be able to obtain copies of the Registration Statement and the proxy statement/prospectus, without charge, once available, on the SEC’s website at www.sec.gov or by directing a request to BAC by contacting its Chief Executive Officer, Michael Shleifer, c/o Biotech Acquisition Company, 545 West 25^th Street, 20^th Floor, New York, NY, 10001.

Participants in the Solicitation

BAC and Blade, and their respective directors, executive officers and employees and other persons may be deemed to be participants in the solicitation of proxies from the shareholders of BAC in respect of the Transaction. BAC shareholders and other interested persons may obtain more detailed information regarding the names and interests in the Transaction of BAC’s and Blade’s directors and officers in BAC’s filings with the SEC, including when filed, the S-4 and the Proxy Statement. These documents can be obtained free of charge from the sources indicated above.

No Offer or Solicitation

This Current Report on Form 8-K will not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Business Combination. This Current Report on Form 8-K will also not constitute an offer to sell or the solicitation of an offer to buy any securities, nor will there be any sale of securities in any states or jurisdictions in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities will be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act, or an exemption therefrom.

8

Item 9.01 Financial Statements and Exhibits.

(d)  Exhibits

Exhibit No.	Description
2.1*	Agreement and Plan of Merger, dated as of November 8, 2021, by and among Biotech Acquisition Company, Blade Merger Subsidiary, Inc., Blade Therapeutics, Inc., Biotech Sponsor LLC, in the capacity as the Acquiror Representative thereunder, and Jean-Frédéric Viret, in the capacity as the Blade Representative thereunder.
10.1	Form of Voting Agreement, dated as of November 8, 2021, by and among Biotech Acquisition Company, Blade Therapeutics, Inc., and the stockholders of Blade Therapeutics, Inc. party thereto.
10.2	Form of Lock-Up Agreement, dated as of November 8, 2021, by and between Biotech Acquisition Company and the stockholders of Blade Therapeutics, Inc. party thereto.
10.3	Sponsor Agreement, dated as of November 8, 2021, by and between Biotech Acquisition Company, Blade Therapeutics, Inc., and Biotech Sponsor LLC.
10.4	Form of Subscription Agreement, dated as of November 8, 2021, by and among Biotech Acquisition Company, and the subscriber parties thereto.
10.5	Form of Amended and Restated Registration Rights Agreement, dated as of November 8, 2021, by and among Biotech Acquisition Company, Biotech Sponsor LLC, and certain equityholders of Blade Therapeutics, Inc.
99.1	Investor Presentation, dated November, 2021
99.2	Transcript, dated November, 2021
99.3	Press Release, dated November 8, 2021
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

* The exhibits and schedules to this Exhibit have been omitted in accordance with Item 601(b)(2) of Regulation S-K. The Registrant agrees to furnish supplementally to the SEC a copy of all omitted exhibits and schedules upon its request.

9

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: November 8, 2021

BIOTECH ACQUISITION COMPANY
By:	/s/ Michael Shleifer
	Name:	Michael Shleifer
	Title:	Chief Executive Officer

10

EX-2.1

Exhibit 2.1

CONFIDENTIAL

Execution Version

AGREEMENT AND PLAN OF MERGER

by and among

BIOTECH ACQUISITION COMPANY,

as the Acquiror,

BLADE MERGER SUBSIDIARY, INC.,

as Merger Sub,

BIOTECH SPONSOR LLC,
solely with respect to and for purposes of Section 3.05 in the capacity as the Acquiror Representative,

jean-frédéric viret,
solely with respect to and for purposes of Section 3.05 in the capacity as the Blade Representative,

and

BLADE THERAPEUTICS, INC.,
as Blade

Dated as of November 8, 2021

TABLE OF CONTENTS

		Page
Article I CERTAIN DEFINITIONS		3
Section 1.01	Definitions	3
Section 1.02	Construction	24
Section 1.03	Knowledge	25
Section 1.04	Equitable Adjustments	25
Article II THE MERGER		25
Section 2.01	The Merger	25
Section 2.02	Effective Time	25
Section 2.03	Effect of the Merger	25
Section 2.04	Governing Documents	25
Section 2.05	Directors and Officers of the Surviving Blade Entity	26
Section 2.06	Further Assurances	26
Article III MERGER CONSIDERATION; CLOSING		26
Section 3.01	Conversion of Blade Securities	26
Section 3.02	Closing	27
Section 3.03	Withholding Rights	27
Section 3.04	Dissenting Shares	28
Section 3.05	Earnout	28
Section 3.06	Surrender of Common Stock and Disbursement of Merger Consideration	31
Section 3.07	Fractional Shares	32
Section 3.08	Payment of Transaction Expenses	32
Section 3.09	FIRPTA Certificate	32
Article IV REPRESENTATIONS AND WARRANTIES OF BLADE		33
Section 4.01	Corporate Organization of Blade	33
Section 4.02	Subsidiaries	33
Section 4.03	Due Authorization	33
Section 4.04	No Conflict	34
Section 4.05	Governmental Authorities; Consents	34
Section 4.06	Current Capitalization	34
Section 4.07	Capitalization of Subsidiaries	35
Section 4.08	Financial Statements	36
Section 4.09	Undisclosed Liabilities; Indebtedness	37
Section 4.10	Litigation and Proceedings	37
Section 4.11	Compliance with Laws	38
Section 4.12	Material Contracts; No Defaults	39
Section 4.13	RESERVED	41
Section 4.14	Blade Benefit Plans	41
Section 4.15	Labor Matters	43
Section 4.16	Taxes	44
Section 4.17	Insurance	46
Section 4.18	Permits	47
Section 4.19	Equipment and Other Tangible Property	47
Section 4.20	Real Property	47

-i-

Section 4.21	Intellectual Property and IT Security	48
Section 4.22	Environmental Matters	49
Section 4.23	Absence of Changes	50
Section 4.24	Brokers’ Fees	50
Section 4.25	Related Party Transactions	50
Section 4.26	Proxy Statement / Prospectus; Information Provided	50
Section 4.27	International Trade; Anti-Corruption	51
Section 4.28	Top Vendors	51
Section 4.29	Investment Company Act	51
Article V REPRESENTATIONS AND WARRANTIES OF ACQUIROR PARTIES		52
Section 5.01	Corporate Organization	52
Section 5.02	Due Authorization	52
Section 5.03	No Conflict	53
Section 5.04	Litigation and Proceedings	54
Section 5.05	Governmental Authorities; Consents	54
Section 5.06	Trust Account	54
Section 5.07	Brokers’ Fees	55
Section 5.08	SEC Reports; Financial Statements; Sarbanes-Oxley Act; Undisclosed Liabilities	55
Section 5.09	Business Activities	56
Section 5.10	Taxes	57
Section 5.11	Capitalization	58
Section 5.12	Nasdaq Stock Market Listing	59
Section 5.13	PIPE Investment	59
Section 5.14	Related Party Transactions	60
Section 5.15	Proxy Statement / Prospectus	60
Section 5.16	Absence of Changes	60
Section 5.17	Indebtedness	60
Section 5.18	Sponsor Agreement	60
Section 5.19	Employees	61
Section 5.20	Insurance	61
Section 5.21	Intellectual Property	61
Section 5.22	Title to Property	61
Section 5.23	Investment Company Act	61
Article VI COVENANTS OF BLADE		61
Section 6.01	Conduct of Business	61
Section 6.02	Inspection	65
Section 6.03	No Claim Against the Trust Account	66
Section 6.04	Proxy Statement / Prospectus	67
Section 6.05	Blade Approvals	68
Section 6.06	No Acquiror Common Stock Transactions	68
Article VII COVENANTS OF ACQUIROR		68
Section 7.01	Indemnification and Directors’ and Officers’ Insurance	68
Section 7.02	Conduct of Acquiror During the Interim Period	69
Section 7.03	Inspection	71
Section 7.04	Section 16 Matters	72
Section 7.05	Incentive Equity Plan	72
Section 7.06	Conversion	72
Section 7.07	PIPE Subscriptions	73
Section 7.08	Acquiror Public Filings	73
Section 7.09	Nasdaq Listing	73
Section 7.10	Employee Benefits	73
Section 7.11	Trust Account	74

-ii-

Article VIII JOINT COVENANTS		75
Section 8.01	Efforts to Consummate	75
Section 8.02	Registration Statement; Proxy Statement / Prospectus; Special Meeting	76
Section 8.03	Exclusivity	78
Section 8.04	Tax Matters	79
Section 8.05	Confidentiality; Publicity	79
Section 8.06	Post-Closing Cooperation; Further Assurances	80
Section 8.07	Qualification as an Emerging Growth Company	80
Section 8.08	Documents and Information	81
Section 8.09	Notification of Certain Matters	81
Section 8.10	Post-Closing Directors and Officers	81
Article IX CONDITIONS TO OBLIGATIONS		82
Section 9.01	Conditions to Obligations of Acquiror and Blade	82
Section 9.02	Additional Conditions to Obligations of the Acquiror Parties	83
Section 9.03	Additional Conditions to the Obligations of Blade	84
Section 9.04	Frustration of Conditions	85
Article X TERMINATION/EFFECTIVENESS		85
Section 10.01	Termination	85
Section 10.02	Effect of Termination	87
Article XI MISCELLANEOUS		87
Section 11.01	Waiver	87
Section 11.02	Notices	87
Section 11.03	Assignment	89
Section 11.04	Rights of Third Parties	89
Section 11.05	Expenses	89
Section 11.06	Governing Law	89
Section 11.07	Captions; Counterparts	89
Section 11.08	Schedules and Exhibits	89
Section 11.09	Entire Agreement	90
Section 11.10	Amendments	90
Section 11.11	Severability	90
Section 11.12	Jurisdiction; WAIVER OF TRIAL BY JURY	90
Section 11.13	Enforcement	91
Section 11.14	Non-Recourse	91
Section 11.15	Nonsurvival of Representations, Warranties and Covenants	91
Section 11.16	Acknowledgements	91
Section 11.17	Legal Representation	92
Section 11.18	Blade Representative	92
Section 11.19	Acquiror Representative	94

EXHIBITS  

Exhibit A	–	Form of Acquiror Charter
Exhibit B	–	Form of Acquiror Bylaws
Exhibit C	–	Form of Registration Rights Agreement
Exhibit D	–	Form of Incentive Equity Plan
Exhibit E	–	Form of Blade Voting Agreement
Exhibit F	–	Form of Lock-Up Agreement
Exhibit G	–	Form of Subscription Agreement
Exhibit H	–	Form of Letter of Transmittal
Exhibit I	–	Sponsor Agreement
Exhibit J	–	Form of ESPP

-iii-

AGREEMENT AND PLAN OF MERGER

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of November 8, 2021, by and among (i) Biotech Acquisition Company, a company incorporated as a Cayman Islands exempted company (together with its successors, including after the Conversion (as defined below), the “Acquiror”), (ii) Blade Merger Subsidiary, Inc., a Delaware corporation and a wholly-owned subsidiary of Acquiror (“Merger Sub”), (iii) solely with respect to and for purposes of Section 3.05, Biotech Sponsor LLC, a Delaware limited liability company, in the capacity as the representative from and after the Effective Time (as defined below) for the stockholders of the Acquiror (in their capacity as such) as of immediately prior to the Effective Time and their successors and assignees in accordance with the terms and conditions of this Agreement (the “Acquiror Representative”), (iv) solely with respect to and for purposes of Section 3.05, Jean-Frédéric Viret in the capacity as the representative from and after the Effective Time of the Earnout Participants in accordance with the terms and conditions of this Agreement (the “Blade Representative”), and (v) Blade Therapeutics, Inc., a Delaware corporation (“Blade”). Acquiror, Acquiror Representative, Blade Representative, Blade and Merger Sub are collectively referred to herein as the “Parties” and individually as a “Party.”

RECITALS

WHEREAS, Acquiror is a Cayman Islands exempted company formed for the purpose of effecting a Business Combination;

WHEREAS, at least one day prior to the Closing Date, Acquiror shall transfer by way of continuation out of the Cayman Islands and into the State of Delaware so as to re-domicile as and become a Delaware corporation (the “Conversion”) pursuant to the Cayman Islands Companies Act (As Revised) and the applicable provisions of the General Corporation Law of the State of Delaware (“DGCL”), and in connection therewith subject in each case to obtaining the approval from the Acquiror’s shareholders of the Acquiror Shareholder Matters, (i) file with the Secretary of State of the State of Delaware the Acquiror Certificate of Incorporation and (ii) adopt the bylaws of Acquiror to be substantially in the form of Exhibit B attached hereto (the “Acquiror Bylaws”);

WHEREAS, in connection with the Conversion, (i) each of the then issued and outstanding Acquiror Class A Ordinary Shares shall convert automatically, on a one-for-one basis, into a share of Acquiror Common Stock, (ii) each of the then issued and outstanding Acquiror Class B Ordinary Shares shall convert automatically, on a one-for-one basis, into a share of Acquiror Common Stock, (iii) each of the then issued and outstanding Acquiror Warrants shall convert automatically into a warrant to acquire an equal number of shares of Acquiror Common Stock and (iv) each then issued and outstanding Acquiror Unit shall separate automatically into a share of Acquiror Common Stock, on a one-for-one basis, and one-half of one warrant to acquire Acquiror Common Stock; and

WHEREAS, subject to the terms and conditions of this Agreement and in accordance with the DGCL and other applicable Laws, Merger Sub shall be merged with and into Blade (the “Merger”), with Blade being the surviving entity in the Merger and continuing (immediately following the Merger) as a wholly-owned (directly or indirectly) Subsidiary of the Acquiror (the “Surviving Blade Entity”);

WHEREAS, for U.S. federal income tax purposes (and for purposes of any applicable state or local income tax that follows the U.S. federal income tax treatment), each of the Parties intends that the Merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Code to which each of Acquiror, Merger Sub and Blade are parties under Section 368(b) of the Code (the “Intended Income Tax Treatment”);

WHEREAS, the board of directors of Blade has (i) determined that the Merger (preceded by the Conversion) and the other Transactions are in the best interests of Blade and the Blade Stockholders, (ii) approved this Agreement and the Transactions (including the Merger), on the terms and subject to the conditions of this Agreement and (iii) recommended the approval and adoption of this Agreement and the Transactions (including the Merger) by the Blade Stockholders (the “Blade Board Recommendation”);

WHEREAS, the board of directors of Merger Sub has approved this Agreement and the Transactions and recommended the approval and adoption of this Agreement and the Transactions (including the Merger) by the sole stockholder of Merger Sub;

WHEREAS, the board of directors of Acquiror (the “Acquiror Board”) has (i) determined that the Merger (preceded by the Conversion) and the other Transactions are in the best interests of Acquiror and the shareholders of Acquiror, and declared it advisable, for Acquiror to enter into and perform its obligations under this Agreement, (ii) approved the Conversion, on the terms and subject to the conditions in this Agreement, (iii) approved this Agreement and the Transactions, on the terms and subject to the conditions of this Agreement, and (iv) adopted a resolution recommending that its shareholders approve and adopt the Acquiror Shareholder Matters (the “Acquiror Board Recommendation”);

WHEREAS, on or prior to the date hereof, Acquiror has obtained commitments from certain investors for the PIPE Investment (as defined below) pursuant to the terms of one or more Subscription Agreements substantially in the form attached as Exhibit G hereto (each, a “Subscription Agreement”) for an aggregate PIPE Investment of $24.3 million to be consummated immediately prior to the consummation of the Merger;

WHEREAS, simultaneously with the execution and delivery of this Agreement, Blade, the Acquiror and the Acquiror’s sponsor, Biotech Sponsor LLC, a Delaware limited liability company (the “Sponsor”), have entered into the Sponsor Agreement, a copy of which is attached hereto as Exhibit I (the “Sponsor Agreement”) pursuant to which, among other things: (i) the Sponsor agreed to waive its anti-dilution rights in the Acquiror Organizational Documents with respect to the Acquiror Class B Ordinary Shares, (ii) the Sponsor agreed to forfeit a certain number of its Acquiror Class B Ordinary Shares subject to certain thresholds with respect to the Stockholder Acquiror Redemption and (iii) the Sponsor agreed to place 1,150,000 shares of Acquiror Common Stock to be received in connection with the Conversion with respect to its Acquiror Class B Ordinary Shares (the “Sponsor Earn-Out Shares”) in an escrow account, such Sponsor Earn-Out Shares to vest and be released from escrow to the Sponsor only if certain price targets with respect to the Acquiror Common Stock are achieved after the Closing and prior to the fifth (5^th) anniversary of the Closing, at which point any unvested Sponsor Earn-Out Shares (and the related portion of any dividends or distributions thereon) will be forfeited, subject to early release for an Acquiror sale or change of control after the Closing as set forth in the Sponsor Agreement;

WHEREAS, on or prior to the date hereof, Acquiror has received voting and support agreements, in the form attached as Exhibit E hereto (collectively, the “Blade Voting Agreements”), executed by Blade and certain of the Blade Stockholders who hold, in the aggregate, a number of shares of Blade Stock sufficient to approve the Merger and the other Transactions (including any separate class or series votes of Blade Preferred Stock (as defined herein) as required by Blade’s Organizational Documents, the DGCL or any Contract between Blade and any Blade Stockholder);

WHEREAS, on or prior to the date hereof, the Significant Blade Holders have each entered into a Lock-Up Agreement with Acquiror, the form of which is attached as Exhibit F hereto (each, a “Lock-Up Agreement”); and

-2-

WHEREAS, concurrently with the execution and delivery of this Agreement, the Acquiror and the other parties thereto shall enter into the registration rights agreement (the “Registration Rights Agreement”), substantially in the form of Exhibit C attached hereto.

NOW, THEREFORE, the Parties hereby agree as follows:

Article I
CERTAIN DEFINITIONS

Section 1.01  Definitions. For purposes of this Agreement, the following capitalized terms have the following meanings:

“Acquiror” has the meaning specified in the Preamble hereto.

“Acquiror Board” has the meaning specified in the Recitals hereto.

“Acquiror Board Recommendation” has the meaning specified in the Recitals hereto.

“Acquiror Bylaws” has the meaning specified in the Recitals hereto.

“Acquiror Certificate of Incorporation” means the Certificate of Incorporation of Acquiror, as in effect immediately following the Conversion.

“Acquiror Charter” means the amended and restated Certificate of Incorporation of Acquiror to be substantially in the form of Exhibit A attached hereto (with such changes, including providing that the name of the Acquiror shall be amended to be Blade Biotherapeutics, Inc., as may be agreed in writing by the Acquiror and Blade).

“Acquiror Class A Ordinary Shares” means the class A ordinary shares, par value $0.0001 per share, of Acquiror prior to the Conversion.

“Acquiror Class B Ordinary Shares” means the class B ordinary shares, par value $0.0001 per share, of Acquiror prior to the Conversion.

“Acquiror Common Stock” means the shares of common stock, par value $0.0001, following the consummation of the Conversion.

“Acquiror Confidential Information” means all confidential or proprietary documents and information concerning the Acquiror or any of its Representatives; provided, however, that Acquiror Confidential Information shall not include any information which, (a) is or becomes generally available to the public other than as a result of a breach of this Agreement or (b) at the time of the disclosure by the Acquiror or its Representatives to Blade or any of its Representatives, was previously known by such receiving party without violation of Law or any confidentiality obligation by the Person receiving such Acquiror Confidential Information. For the avoidance of doubt, from and after the Closing, Acquiror Confidential Information will include the confidential or proprietary information of Blade and its Subsidiaries.

“Acquiror Director” has the meaning specified in Section 8.10(a).

-3-

“Acquiror Intervening Event” means any material change, event, circumstance, occurrence, effect, development or state of facts (x) that was not known or reasonably foreseeable to the Acquiror Board as of the date hereof and that becomes known to the Acquiror Board after the date hereof and prior to the receipt of the Acquiror Shareholder Approval and (y) that does not relate to an Alternate Business Combination Proposal; provided, however, that (a) any change in the price or trading volume of Acquiror Class A Ordinary Shares (if prior to the Conversion) or Acquiror Common Stock (if after the Conversion) and (b) any change, event, circumstance, occurrence, effect, development or state of facts that is excluded in determining whether a Company Material Adverse Effect has occurred or would reasonably be expected to occur pursuant to clauses (i), (ii), (iv), (v), (vi), (vii) or (viii) of the definition thereof (other than as expressly contemplated by the final proviso to the definition of Company Material Adverse Effect) shall in the case of clause (x) of this definition be excluded for purposes of determining whether an Acquiror Intervening Event has occurred.

“Acquiror Intervening Event Notice” has the meaning specified in Section 8.02(b)(ii).

“Acquiror Material Adverse Effect” means, any change, event, circumstance, occurrence, effect, development or state of facts that, individually or in the aggregate, with any other change, event, circumstance, occurrence, effect, development or state of facts has had or would reasonably be expected to prevent or materially delay or materially impact the ability of the Acquiror Parties and Sponsor to, on a timely basis, consummate the Transactions. Notwithstanding the foregoing, the (a) amount of the Acquiror Shareholder Redemptions or the failure to obtain the Acquiror Shareholder Approval shall not be deemed to be an Acquiror Material Adverse Effect and (b) in no event shall any of the following be taken into account in determining whether an Acquiror Material Adverse Effect has occurred or would reasonably be expected to occur: (i) any change in applicable Laws (including COVID-19 Measures) or GAAP or any official interpretation thereof first publicly announced or enacted after the date hereof; (ii) any change, event, effect, development or occurrence that is generally applicable to special purpose acquisition companies and/or blank check companies; (iii) any change in interest rates or economic, political, business, financial, commodity, currency or market conditions generally; or (iv) any earthquake, hurricane, tsunami, tornado, flood, mudslide, wild fire or other natural disaster, act of nature or other force majeure event or any epidemic, disease, outbreak or pandemic (including COVID-19).

“Acquiror Ordinary Shares” means the Acquiror Class A Ordinary Shares and the Acquiror Class B Ordinary Shares, prior to the consummation of the Conversion.

“Acquiror Organizational Documents” means the Amended and Restated Memorandum and Articles of Association of the Acquiror, as amended and in effect on the date hereof.

“Acquiror Parties” means, collectively, Acquiror and Merger Sub.

“Acquiror Preferred Shares” has the meaning specified in Section 5.11(a).

“Acquiror Private Warrant” means one whole warrant, entitling the holder thereof to purchase one Acquiror Class A Ordinary Share at a purchase price of $11.50 per share, issued in a private placement in connection with the IPO.

“Acquiror Public Warrant” means one whole warrant, entitling the holder thereof to purchase one (1) Acquiror Class A Ordinary Share, issued as a one-half warrant as part of the Acquiror Units in the IPO.

“Acquiror Representative” has the meaning specified in the Preamble hereto.

“Acquiror Representative Documents” has the meaning specified in Section 11.19(a).

-4-

“Acquiror Shareholder Approval” means the vote of the shareholders of Acquiror set forth in the Proxy Statement / Prospectus to the extent required to adopt and approve the Acquiror Shareholder Matters.

“Acquiror Shareholder Matters” means (a) the adoption and approval of this Agreement and the Transactions, including the Merger and the PIPE Investment (including, to the extent required, the issuance of any Acquiror Common Stock in connection with the PIPE Investment), (the “Business Combination Proposal”) by the holders of Acquiror Ordinary Shares in accordance with the Acquiror Organizational Documents, the Cayman Islands Companies Act (As Revised), the DGCL and the rules and regulations of the SEC and Nasdaq, (b) the adoption and approval of the issuance of shares of Acquiror Common Stock in connection with the Transactions, including the Merger, the PIPE Investment and the Conversion, as may be required under Nasdaq listing requirements (the “Nasdaq Proposal”), (c) the adoption and approval of the Conversion (including the issuance of Acquiror Common Stock in connection with the Conversion) and the Acquiror Certificate of Incorporation and the Acquiror Bylaws attached as Exhibit B hereto (as may be subsequently amended by mutual written agreement of the Acquiror and Blade at any time before the effectiveness of the Registration Statement) (the “Conversion Proposal”), (d) the adoption and approval of Acquiror Charter and the Acquiror Bylaws (the “Charter Proposal”), (e) the adoption and approval of: (i) a new equity incentive plan in substantially the form attached as Exhibit D hereto (the “Incentive Equity Plan”), and which will provide for awards covering a number of shares of Acquiror Common Stock equal to fifteen percent (15%) of the aggregate number of shares of Acquiror Common Stock issued and outstanding immediately after the Closing (giving effect to the Acquiror Shareholder Redemption) less the number of shares of Acquiror Common Stock that are subject to the Assumed Blade Options or other compensatory awards assumed by Acquiror, with a customary annual “evergreen” of not more than 5% of Acquiror Common Stock as of the day immediately prior to such increase; (ii) the assumption of the Blade Equity Plan by Acquiror as a new equity incentive plan of Acquiror for the Assumed Blade Options (which will include the number of shares of Acquiror Common Stock that are subject to the Assumed Blade Options); and (iii) a new employee stock purchase plan in substantially the form attached as Exhibit J hereto, with a total pool of shares not exceeding 1.5% of the aggregate number of the shares of the Acquiror’s outstanding share capital immediately after the Closing, with a customary annual “evergreen” increase (together, the “Equity Incentive Plan Proposal”), (f) the election of the members of the Post-Closing Acquiror Board as of the Closing in accordance with Section 8.10 (the “Director Election Proposal”), (g) the adoption and approval of each other proposal that either the SEC or Nasdaq (or the respective staff members thereof) indicates is necessary in its comments to the Proxy Statement / Prospectus or in correspondence related thereto; (h) the adoption and approval of each other proposal reasonably agreed to by Acquiror and Blade as necessary or appropriate in connection with the consummation of the transactions contemplated by this Agreement or the Transaction Agreements, and (i) the adoption and approval of a proposal for the adjournment of the Special Meeting, if necessary, to permit further solicitation of proxies because there are not sufficient votes to approve and adopt any of the foregoing.

“Acquiror Shareholder Redemption” has the meaning specified in Section 8.02(a)(i).

“Acquiror Transaction Expenses” means all fees, costs and expenses of Acquiror (inclusive of any deferred underwriting fees and the costs of the PIPE Investment (including any placement agent fees paid to Barclays Capital Inc. or Cantor Fitzgerald & Co.)) incurred prior to and through the Closing Date in connection with the negotiation, preparation and execution of this Agreement, the other Transaction Agreements, the performance and compliance with all Transaction Agreements and conditions contained herein to be performed or complied with at or before Closing, and the consummation of the Transactions, including without limitation (i) the fees, costs, expenses and disbursements of counsel, accountants, advisors and consultants of Acquiror, (ii) one-half (1/2) of the Shared Expenses and (iii) all Transfer Taxes incurred by Acquiror in connection with this Agreement and the Transactions.

-5-

“Acquiror Units” means the units issued in the IPO (including overallotment units acquired by Acquiror’s underwriter) consisting of one (1) Acquiror Class A Ordinary Share and one-half (1/2) of one Acquiror Public Warrant.

“Acquiror Warrants” means Acquiror Private Warrants and Acquiror Public Warrants, collectively.

“Acquisition Transaction” means, with respect to Blade and its Subsidiaries, other than the Transactions and other than the acquisition or disposition of equipment or other tangible personal property in the ordinary course of business, any offer or proposal relating to: (a) any acquisition or purchase (including by exclusive license), direct or indirect, of (i) all or any material part of the consolidated assets of Blade and its Subsidiaries or (ii) 15% or more of any class of equity or voting securities of Blade or one or more of its Subsidiaries; (b) any tender offer (including a self-tender offer) or exchange offer that, if consummated, would result in any Person beneficially owning 15% or more of any class of equity or voting securities of Blade or one or more of its Subsidiaries; or (c) a merger, consolidation, share exchange, business combination, sale of substantially all the assets, reorganization, recapitalization, liquidation, dissolution or other similar transaction involving the sale or disposition of Blade or one or more of its Subsidiaries holding assets constituting, individually or in the aggregate, 15% or more of the consolidated assets of Blade and its Subsidiaries.

“Action” means any written notice of noncompliance or any violation, claim, demand, action, suit, charge, complaint, audit, investigation, inquiry, stipulation, assessment, investigation, arbitration or legal, judicial or administrative proceeding (whether at law or in equity), in each case, by or before any Governmental Authority.

“Additional SEC Reports” has the meaning specified in Section 5.08(a).

“Adjusted Merger Consideration” means an amount equal to the sum of (a) the Blade Equity Value, plus (b) the aggregate amount of the exercise prices for all shares of Blade Stock covered by Blade In-the-Money Options in accordance with their terms (and assuming no cashless exercise).

“Affiliate” means, with respect to any specified Person, any Person that, directly or indirectly, controls, is controlled by, or is under common control with, such specified Person, through one or more intermediaries or otherwise. The term “control” means the ownership of a majority of the voting securities of the applicable Person or the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of the applicable Person, whether through ownership of voting securities, by contract or otherwise, and the terms “controlled” and “controlling” have meanings correlative thereto. For the avoidance of doubt, the Sponsor shall be deemed to be an Affiliate of the Acquiror prior to the Closing.

“Agreed Modifications” has the meaning specified in Section 3.05(c).

“Agreement” has the meaning specified in the Preamble hereto.

“AICPA” means the American Institute of Certified Public Accountants.

“Alternate Business Combination Proposal” has the meaning set forth in Section 8.03(b).

“Anti-Corruption Laws” means all U.S. and non-U.S. Laws relating to the prevention of corruption, bribery, and money laundering, including the U.S. Foreign Corrupt Practices Act of 1977 and the UK Bribery Act of 2010.

-6-

“Assumed Blade Option” has the meaning specified in Section 3.01(c).

“ATXCo Earnout Settlement” shall mean the issuance and payment of the Phase 2 Consideration in accordance with the terms of the ATXCo Merger Agreement upon the satisfaction of the conditions precedent to such issuance or payment.

“ATXCo Earnout Shares” means (a) to the extent the ATXCo Earnout Settlement has not occurred prior to the Closing, the number of shares of Blade Stock (on an as-converted to Blade Common Stock basis) that would become issuable as the Phase 2 Consideration in accordance with the terms of the ATXCo Merger Agreement upon and assuming the satisfaction of the conditions precedent to such issuance and (b) to the extent the ATXCo Earnout Settlement has occurred prior to the Closing, zero shares of Blade Stock.

“ATXCo Merger Agreement” means that certain Agreement and Plan of Merger, dated as of September 23, 2019, by and among Blade, Blade Merger Sub Inc., Sabre Therapeutics LLC, ATXCo, Inc. an the Stockholders’ Representative named therein.

“Available Closing Acquiror Cash” means, without duplication, an amount equal to (a) all amounts in the Trust Account (after deducting the aggregate amount of payments required to be made in connection with the Acquiror Shareholder Redemption) or Acquiror’s operating account, in any case, prior to payment of any Acquiror Transaction Expenses or Blade Transaction Expenses or other liabilities (other than payments required to be made in connection with the Acquiror Shareholder Redemption) due at the Closing, plus (b) the aggregate amount of cash that has been funded to and remains with, or that will be funded concurrently with the Closing to, Acquiror pursuant to the Subscription Agreements as of immediately prior to the Closing.

“Blade” has the meaning specified in the Preamble hereto.

“Blade AICPA Audited Financial Statements” has the meaning specified in Section 4.08(a).

“Blade Benefit Plan” has the meaning specified in Section 4.14(a).

“Blade Board Recommendation” has the meaning specified in the Recitals hereto.

“Blade Charter” means the Certificate of Incorporation of Blade, as amended and effective under the DGCL, prior to the Effective Time.

“Blade Common Stock” means the common stock, par value $0.0001 per share, of Blade.

“Blade Confidential Information” means all confidential or proprietary documents and information concerning Blade and its Subsidiaries or any of their respective Representatives, furnished in connection with this Agreement or the transactions contemplated hereby; provided, however, that Blade Confidential Information shall not include any information which, (a) is or becomes generally available to the public other than as a result of a breach of this Agreement or (b) at the time of the disclosure by the Acquiror or its Representatives to the Acquiror or its Representatives was previously known by such receiving party without violation of Law or any confidentiality obligation by the Person receiving such Blade Confidential Information.

“Blade Employees” means each employee of Blade or its Subsidiaries.

“Blade Equity Plan” means the Blade Therapeutics, Inc. 2015 Equity Incentive Plan, as amended.

-7-

“Blade Equity Value” means $280,000,000.

“Blade Final Audited Financial Statements” has the meaning specified in Section 6.04(a).

“Blade Financial Statements” has the meaning specified in Section 4.08(a).

“Blade Fully-Diluted Shares” means, without duplication, the total number of shares of Blade Common Stock that are issued and outstanding as of immediately prior to the Effective Time, expressed on a fully-diluted and as-converted to Blade Common Stock basis, including, without limitation, (a) the number of shares of Blade Common Stock outstanding after giving effect to the Blade Warrant Settlement, the Blade Note Settlement and the Blade Preferred Stock Conversion (but excluding any Blade Treasury Shares outstanding immediately prior to the Effective Time), (b) the number of shares of Blade Common Stock issuable upon, or subject to, the settlement of Blade In-the-Money Options (whether or not then vested or exercisable) that are outstanding immediately prior to the Effective Time and (c) the ATXCo Earnout Shares.

“Blade Group” has the meaning specified in Section 11.17(b).

“Blade Intellectual Property” means the Owned Intellectual Property and Licensed Intellectual Property.

“Blade In-the-Money Options” means a Blade Option with an exercise price less than the Per Share Price.

“Blade Interim Financial Statements” has the meaning specified in Section 4.08(a).

“Blade Note” means each promissory note issued by Blade or one of its Subsidiaries that is convertible into equity securities of Blade or such Subsidiary.

“Blade Note Settlement” has the meaning specified in Section 3.01(a)(ii).

“Blade Option” means an option to purchase Blade Stock that was granted pursuant to the Blade Equity Plan.

“Blade Preferred Stock” means the Blade Series A Blade Preferred Stock, Blade Series B Blade Preferred Stock, Blade Series C Blade Preferred Stock and Blade Series C-1 Blade Preferred Stock, and any other series of preferred stock of Blade that may be otherwise issued or outstanding.

“Blade Preferred Stock Conversion” has the meaning specified in Section 3.01(a)(iii).

“Blade Product” has the meaning specified in Section 4.11(b).

“Blade Representative” has the meaning specified in the Preamble hereto.

“Blade Security Holders” means, collectively, the holders of the Blade Stock, the Blade Options, and any other Convertible Securities.

“Blade Series A Blade Preferred Stock” means Blade’s Series A Preferred Stock, par value $0.0001 per share.

“Blade Series B Blade Preferred Stock” means Blade’s Series B Preferred Stock, par value $0.0001 per share.

-8-

“Blade Series C Blade Preferred Stock” means Blade’s Series C Preferred Stock, par value $0.0001 per share.

“Blade Series C-1 Blade Preferred Stock” means Blade’s Series C-1 Preferred Stock, par value $0.0001 per share.

“Blade Service Provider” means each Blade Employee, officer, director, or other service provider of Blade or its Subsidiaries.

“Blade Specified Representations” means the respective representations and warranties made by Blade in Section 4.01 (Corporate Organization of Blade), Section 4.02 (Subsidiaries), Section 4.03 (Due Authorization), Section 4.06 (Current Capitalization), Section 4.07 (Capitalization of Subsidiaries) and Section 4.24 (Brokers Fees).

“Blade Stock” means any shares of Blade Common Stock and Blade Preferred Stock.

“Blade Stockholders” means, collectively the holders of Blade Stock.

“Blade Transaction Expenses” means all fees, costs and expenses of Blade incurred prior to and through the Closing Date in connection with the negotiation, preparation and execution of this Agreement, the other Transaction Agreements, the performance and compliance with all Transaction Agreements and conditions contained herein to be performed or complied with at or before Closing, and the consummation of the Transactions, including without limitation (a) the fees, costs, expenses and disbursements of counsel, accountants, advisors and consultants of Blade and its Subsidiaries, (b) all severance, transaction-related bonuses, stay and pay bonuses, retention awards, change in control payments or other similar payments or benefits triggered, in whole or in part, by the Transactions and payable to any current or former contractor, employee, consultant or other individual service provider of Blade in cash by Blade or any of its Subsidiaries in connection with the consummation of the Transactions (including the employer portion of any payroll, employment or similar Taxes imposed with respect to such amount), (c) one-half (1/2) of the Shared Expenses, and (d) all Transfer Taxes incurred by Blade in connection with this Agreement and the Transactions.

“Blade Treasury Shares” has the meaning specified in Section 3.01(b).

“Blade Voting Agreements” has the meaning specified in the Recitals hereto.

“Blade Warrant” means a warrant to purchase Blade Common Stock.

“Blade Warrant Settlement” has the meaning specified in Section 3.01(a)(i).

“Business Combination” means the Acquiror’s initial business combination as described in the Acquiror Organizational Documents.

“Business Combination Proposal” has the meaning specified in the definition of Acquiror Shareholder Matters.

“Business Day” means a day other than a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by Law to close or unable to open, excluding as a result of “stay at home”, “shelter-in-place”, “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems, including for wire transfers, of commercially banking institutions in New York, New York are generally open for use by customers on such day.

-9-

“CBA” has the meaning specified in Section 4.12(a)(xi).

“Certificate of Merger” has the meaning specified in Section 2.02.

“Change in Recommendation” has the meaning specified in Section 8.02(b)(ii).

“Charter Proposal” has the meaning specified in the definition of Acquiror Shareholder Matters.

“Closing” has the meaning specified in Section 3.02.

“Closing Date” has the meaning specified in Section 3.02.

“Closing Filing” has the meaning specified in Section 8.05(d).

“Closing Press Release” has the meaning specified in Section 8.05(d).

“COBRA” has the meaning specified in Section 4.14(f).

“Code” means the Internal Revenue Code of 1986, as amended.

“Company Material Adverse Effect” means, any change, event, circumstance, occurrence, effect, development or state of facts that, individually or in the aggregate, with any other change, event, circumstance, occurrence, effect, development or state of facts has had or would reasonably be expected to either (a) have a material adverse effect on the business, assets, liabilities, operations, results of operations, prospects or condition (financial or otherwise) of Blade and its Subsidiaries, taken as a whole, or (b) prevent or materially delay or materially impact the ability of Blade to, on a timely basis, consummate the Transactions or the Transaction Agreements to which it is a party or bound or to perform its obligations hereunder or thereunder; provided, however, that in no event shall any of the following be taken into account in determining whether a Company Material Adverse Effect has occurred or would reasonably be expected to occur: (i) any change in applicable Laws (including COVID-19 Measures) or GAAP or any official interpretation thereof or mandatory changes in the regulatory requirements applicable to any industry in which the Acquiror Parties or any of its Subsidiaries operate, (ii) any change in interest rates or economic, political, business, financial, commodity, currency or market conditions generally, or any changes generally affecting the economy, markets or industry in which Blade and its Subsidiaries operate, (iii) the announcement of this Agreement, the pendency of the consummation of the Merger or the performance of this Agreement, including the impact thereof on relationships, contractual or otherwise, with vendors, licensors, distributors, partners or employees, (iv) any earthquake, hurricane, tsunami, tornado, flood, mudslide, wild fire or other natural disaster, act of nature or other force majeure event or any epidemic, disease, outbreak or pandemic (including COVID-19), (v) any national or international political or social conditions in countries in which, or in the proximate geographic region of which, Blade and its Subsidiaries operate, including the engagement by the United States or such other countries in hostilities or the escalation thereof, whether or not pursuant to the declaration of a national emergency or war, or the occurrence or the escalation of any military or terrorist attack upon the United States or such other country, or any territories, possessions, or diplomatic or consular offices of the United States or such other countries or upon any United States or such other country military installation, equipment or personnel, (vi) any failure of Blade or its Subsidiaries, to meet any projections, forecasts, predictions of financial performance for any period or budgets (provided, that this clause (vi) shall not prevent or otherwise affect a determination that any change or effect underlying such failure to meet projections or forecasts has resulted in, or contributed to, or would reasonably be expected to result in or contribute to, a Company Material Adverse Effect (to the extent such change or effect is not otherwise excluded from this definition of Company Material Adverse Effect)), (vii) any matter expressly set forth on the Schedules or (viii) any action taken by, or at the request of (and in accordance with the requirements of such request), the Acquiror Parties, provided, that in the case of clauses (i), (ii), (iv), and (v) such changes may be taken into account to the extent (but only to the extent) that such changes have had a disproportionate impact on Blade and its Subsidiaries, taken as a whole, as compared to other industry participants in the industries or markets in which Blade and its Subsidiaries operate.

-10-

“Company Subsidiaries” has the meaning specified in Section 4.02.

“Confidentiality Agreement” has the meaning specified in Section 11.09.

“Consent” means any notice, authorization, qualification, registration, filing, notification, waiver, Governmental Order, consent, clearance or approval to be obtained from, filed with or delivered to, a Governmental Authority or other Person.

“Continuing Employee” has the meaning specified in Section 7.10(a).

“Contracts” means any contracts, agreements, licenses, subcontracts, leases, subleases, concessions and purchase orders and other commitments or arrangements, in each case that are legally binding upon a Person or its properties or assets.

“Conversion” has the meaning specified in the Recitals hereto.

“Conversion Proposal” has the meaning specified in the definition of Acquiror Shareholder Matters.

“Convertible Securities” means, collectively, the Blade Options, the Blade Warrants, the Blade Notes and any other options, warrants or rights to subscribe for or purchase any Blade Stock or other capital stock of Blade or securities convertible into or exchangeable or exercisable for, or that otherwise confer on the holder any right to acquire, any Blade Stock or other capital stock of Blade, including shares of Blade Stock issuable as a result of the consummation of the Transactions pursuant to any contractual contingent earnout rights or other contractual rights.

“COVID-19” means SARS-CoV-2 or COVID-19, and any evolutions thereof or any other related or associated epidemics, pandemics or disease outbreaks.

“COVID-19 Measures” means any quarantine, “shelter in place,” “stay at home,” workforce reduction, social distancing, shut down, closure, sequester or any other Law, directive, guidelines or recommendations by any Governmental Authority (including the Centers for Disease Control and the World Health Organization) in each case in connection with, related to or in response to COVID-19, including the Coronavirus Aid, Relief, and Economic Security Act (CARES) or any changes thereto.

“D&O Indemnified Party” has the meaning specified in Section 7.01(a).

“D&O Tail” has the meaning specified in Section 7.01(b).

“Data Security Requirements” means, collectively, all of the following to the extent governing the Processing of Personal Information or otherwise relating to data privacy, security, or security breach notification requirements and directly applicable to Blade and its Subsidiaries: (a) all applicable Laws governing the data privacy, security or Processing of Personal Information, (b) binding industry standards applicable to Blade and its Subsidiaries, including PCI-DSS, and (c) any obligations on Blade or its Subsidiaries under any Contracts.

-11-

“Designated Stockholders” means each of the Persons set forth on Schedule 1.1(a).

“DGCL” has the meaning specified in the Recitals hereto.

“Director Election Proposal” has the meaning specified in the definition of Acquiror Shareholder Matters.

“Dissenting Shares” has the meaning specified in Section 3.04.

“Dissenting Stockholder” has the meaning specified in Section 3.04.

“Earnout Adjustment Event” has the meaning specified in Section 3.05(f).

“Earnout Period” means the five (5) year period after the Closing.

“Earnout Participants” means (a) all Pre-Closing Holders as of immediately prior to the Effective Time, (b) all Persons who hold Blade Options as of immediately prior to the Effective Time and who continue to hold the Assumed Blade Options related to such Blade Options as of immediately prior to the Price Milestone Issuance Date or Transaction Milestone Issuance Date, as applicable, and (c) all Persons who hold Blade Options as of immediately prior to the Effective Time and who exercised the Assumed Blade Options related to such Blade Options prior to the Price Milestone Issuance Date or Transaction Milestone Issuance Date, as applicable.

“Earnout RSUs” has the meaning specified in Section 3.05(b).

“Earnout Shares” means Three Million Five Hundred Thousand (3,500,000) shares of Acquiror Common Stock (subject to equitable adjustment for stock splits, stock dividends, combinations, recapitalizations and the like after the Closing, including to account for any equity securities into which such shares are exchanged or converted).

“Effective Time” has the meaning specified in Section 2.02.

“EGS” has the meaning specified in Section 11.17(a).

“EGS Privileged Communications” has the meaning specified in Section 11.17(a).

“Enforceability Exceptions” has the meaning specified in Section 4.03.

“Environmental Laws” means any and all applicable Laws relating to (a) the protection of human health and safety, (b) the protection, preservation or restoration of the environment and natural resources (including air, water vapor, surface water, groundwater, drinking water supply, surface land, subsurface land, plant and animal life or any other natural resource), or (c) the exposure to, or the use, storage, recycling, treatment, generation, transportation, processing, handling, labeling, production, release or disposal of Hazardous Materials, including the Comprehensive Environmental Response, Compensation and Liability Act, 42 USC. Section 9601 et. seq., the Resource Conservation and Recovery Act, 42 USC. Section 6901 et. seq., the Toxic Substances Control Act, 15 USC. Section 2601 et. seq., the Federal Water Pollution Control Act, 33 USC. Section 1151 et seq., the Clean Air Act, 42 USC. Section 7401 et seq., the Federal Insecticide, Fungicide and Rodenticide Act, 7 USC. Section 111 et. seq., Occupational Safety and Health Act, 29 USC. Section 651 et. seq. (to the extent it relates to exposure to Hazardous Materials), the Asbestos Hazard Emergency Response Act, 15 USC. Section 2601 et. seq., the Safe Drinking Water Act, 42 USC. Section 300f et. seq., the Oil Pollution Act of 1990 and analogous state acts.

-12-

“Equity Incentive Plan Proposal” has the meaning specified in the definition of Acquiror Shareholder Matters.

“Equity Securities” means, with respect to any Person, (a) any shares of capital or capital stock, partnership, membership, joint venture or similar interest, or other voting securities of, or other ownership interest in, such Person, (b) any securities of such Person convertible into or exchangeable for cash or shares of capital or capital stock or other voting securities of, or other ownership interests in, such Person, (c) any warrants, calls, options or other rights to acquire from such Person, or other obligations of such Person to issue, any shares of capital or capital stock or other voting securities of, or other ownership interests in, or securities convertible into or exchangeable for shares of capital or capital stock or other voting securities of, or other ownership interests in, such Person, (d) any restricted shares, stock appreciation rights, restricted units, performance units, contingent value rights, “phantom” stock or similar securities or rights issued by or with the approval of such Person that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any shares of capital or capital stock or other voting securities of, other ownership interests in, or any business, products or assets of, such Person, and (e) any securities issued or issuable with respect to the securities or interests referred to in clauses (a) through (d) above in connection with a combination of shares, recapitalization, merger, consolidation or other reorganization.

“Environmental Permits” has the meaning specified in Section 4.22(a).

“ERISA” has the meaning specified in Section 4.14(a).

“ERISA Affiliate” has the meaning specified in Section 4.14(g).

“ESPP” has the meaning specified in Section 7.05.

“Exchange Act” means the Securities Exchange Act of 1934.

“Exchange Agent” has the meaning specified in Section 3.06(a).

“Exchange Ratio” means the Per Share Price divided by $10.00. 

“FDA” has the meaning specified in Section 4.11(b).

“FDCA” has the meaning specified in Section 4.11(b).

“Foreign Plan” has the meaning specified in Section 4.14(k).

“Fraud” means, with respect to a Party, an actual and intentional fraud with respect to the making of the representations and warranties pursuant to Article IV or Article V (as applicable).

“GAAP” means United States generally accepted accounting principles, consistently applied.

“Government Official” means any officer or employee of a Governmental Authority, including state-owned entities, or of a public organization or any person acting in an official capacity for or on behalf of any such Governmental Authority or on behalf of any such public organization.

-13-

“Governmental Authority” means any federal, state, provincial, municipal, local or foreign government, governmental authority, regulatory or administrative agency, governmental commission, department, board, bureau, agency or instrumentality, court, arbitral body (public or private) or tribunal.

“Governmental Order” means any order, judgment, injunction, decree, writ, ruling, stipulation, determination or award, in each case, entered by or with any Governmental Authority.

“Hazardous Material” means material, substance or waste that is listed, regulated, or otherwise defined as “hazardous,” “toxic,” “regulated substance,” or “radioactive,” or as a “pollutant” or “contaminant” (or words of similar intent or meaning) under Environmental Laws, or any other material regulated, or that could result in the imposition of Liability or responsibility, under any Environmental Law, including but not limited to petroleum, petroleum by-products, asbestos or asbestos-containing material, radon, mold, urea formaldehyde insulation, polychlorinated biphenyls, per and polyfluoroalkyl substances, flammable or explosive substances, or pesticides.

“Health Care Laws” means: (a) the FDCA; (b) all applicable federal, state, local and all applicable foreign health care related fraud and abuse laws, including, without limitation, the U.S. Anti-Kickback Statute (42 U.S.C. § 1320a-7b(b)), the U.S. False Statements Law (42 U.S.C. § 1320a-7b(a)), the Civil Monetary Penalties Law (42 U.S.C. §1320a-7a), the U.S. Civil False Claims Act (31 U.S.C. § 3729 et seq.), all criminal laws relating to health care fraud and abuse, including but not limited to 18 U.S.C. §§ 286 and 287, and the health care fraud criminal provisions under HIPAA, the Physician Payments Sunshine Act (42 U.S.C. § 1320a-7h), the exclusion law (42 U.S.C. § 1320a-7), the statutes, regulations and directives of applicable government funded or sponsored healthcare programs, and the regulations promulgated pursuant to such statutes, including but not limited to the coverage and payment provisions of Medicare (Title XVIII of the Social Security Act) and, Medicaid (Title XIX of the Social Security Act); (c) the Standards for Privacy of Individually Identifiable Health Information, the Security Standards, and the Standards for Electronic Transactions and Code Sets promulgated under HIPAA, the Health Information Technology for Economic and Clinical Health Act (42 U.S.C. §§ 17921 et seq.), and the regulations promulgated thereunder and any state or non-U.S. counterpart thereof or other law or regulation the purpose of which is to protect the privacy of individuals or prescribers; and (d) any and all other applicable health care laws and regulations applicable to the ownership, testing, development, manufacture, packaging, processing, use, distribution, marketing, advertising, labeling, promotion, sale, offer for sale, storage, import, export or disposal of any product manufactured or distributed by Blade or any of its Subsidiaries.

“HSR Act” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, and the rules and regulations promulgated thereunder.

“Incentive Equity Plan” has the meaning specified in the definition of Acquiror Shareholder Matters.

“Independent Expert” has the meaning specified in Section 3.05(c).

“Indebtedness” means, with respect to any Person as of any time, without duplication, (a) the outstanding principal amount of and accrued and unpaid interest on, and other payment obligations for, all indebtedness for borrowed money of such Person or indebtedness issued by such Person in substitution or exchange for borrowed money, (b) all indebtedness evidenced by any note, bond, debenture, credit agreement, mortgage or other debt instrument or debt security, in each case, as of such time of such Person, (c) all obligations for the deferred purchase price of property or other services (other than trade payables incurred in the ordinary course of business that are not past due), (d) all obligations as lessee that are required to be capitalized in accordance with GAAP, (e) all obligations of such Person for the reimbursement of any obligor on any line or letter of credit, banker’s acceptance, guarantee or similar credit transaction, in each case, to the extent drawn or claimed against, (f) all interest rate and currency swaps, caps, collars and similar agreements or hedging devices under which payments are obligated to be made by such Person, whether periodically or upon the happening of a contingency, (g) any premiums, prepayment fees or other penalties, fees, costs or expenses associated with payment of any Indebtedness of such Person, (h) all obligations of such Person in respect of acceptances issued or created, (i) all obligations secured by any Lien (other than Permitted Liens) on any property of such Person, (j) all obligations of the type referred to in clauses (a) through (i) of this definition of any other Person, the payment of which such Person is responsible or liable, directly or indirectly, as obligor, guarantor, surety or otherwise, including any guarantee of such obligations.

-14-

“Initial Measurement Start Date” means the first Trading Day occurring after the Closing on which the VWAP of the Acquiror Common Stock equals or exceeds $15.00 per share of Acquiror Common Stock (as equitably adjusted for stock splits, stock dividends, combinations, recapitalizations and the like after the Closing).

“Intellectual Property” means all intellectual property rights, in any jurisdiction in the world, including: (a) patents, patent applications and patent disclosures and improvements thereto together with all reissuances, continuations, continuations-in-part, divisions, revisions, extensions, and reexaminations thereof, (b) trademarks, service marks, brand names, certification marks, trade dress, trade names, corporate names, logos and slogans, designs and Internet domain names, and any other indicia of source or origin together with all goodwill associated with each of the foregoing, (c) copyrights and copyrightable works and works of authorship, (d) intellectual property rights in Software (including object code and source code), (e) intellectual property rights in data, database, and collections of data, (f) intellectual property rights in usernames, keywords, tags, and other social media identifiers and accounts for all third-party social media sites, (g) Trade Secrets and know-how, (h) rights of publicity and commercial rights to a personal name, and (i) any other registrations and applications for any item referenced in any of the foregoing clauses and all rights in and to any for any item referenced in any of the foregoing clauses.

“Intended Income Tax Treatment” has the meaning specified in the Recitals hereto.

“Interim Period” has the meaning specified in Section 6.01(a).

“Intervening Event Negotiation Period” has the meaning specified in Section 8.02(b)(ii).

“IPO” has the meaning specified in Section 5.06.

“IPO Prospectus” has the meaning specified in Section 5.06.

“IPO Underwriter” means Cantor Fitzgerald & Co.

“IRS” has the meaning specified in Section 4.14(b).

“IT Systems” means Software, computer firmware or middleware, computer hardware, electronic data processing and telecommunications networks, network equipment, interfaces, platforms, peripherals, computer systems, co-location facilities, including any outsourced systems and processes, in each case, that are owned, leased, licensed by, or otherwise relied on by Blade or any of its Subsidiaries.

“JOBS Act” has the meaning specified in Section 8.07.

“Key Employee” means any Blade Employee (i) whose most recent annual base compensation amount was in excess of $300,000 or (ii) that holds an Executive Vice President title or higher.

-15-

“Key Executives” means Wendye R. Robbins and Jean-Frédéric Viret.

“Latham” has the meaning specified in Section 11.17(b).

“Latham Privileged Communications” has the meaning specified in Section 11.17(b).

“Law” means any statute, act, code, law (including common law), legislation, ordinance, edict, decree, proclamation, treaty, convention, directive, requirement, writ, injunction, settlement, ordinance, rule, regulation, Consent or Governmental Order, in each case, that is or has been issued, enacted, adopted, passed, approved, promulgated, made, implemented, or otherwise put into effect by or under any Governmental Authority.

“Leased Real Property” means all leasehold or subleasehold estates and other rights to use or occupy any land, buildings, structures, improvements, fixtures, or other interest in real property held by Blade or its Subsidiaries.

“Leases” has the meaning specified in Section 4.20(a).

“Letter of Transmittal” has the meaning specified in Section 3.06(b).

“Liabilities” means any and all liabilities, Indebtedness, Actions or obligations of any nature (whether absolute, accrued, contingent or otherwise, whether known or unknown, whether direct or indirect, whether matured or unmatured, whether due or to become due and whether or not required to be recorded or reflected on a balance sheet under GAAP or other applicable accounting standards), including Tax liabilities due or to become due.

“Licensed Intellectual Property” has the meaning specified in Section 4.21(a).

“Licensors” means the licensors of the Licensed Intellectual Property.

“Lien” means any mortgage, deed of trust, pledge, hypothecation, encumbrance, easement, license, option, right of first refusal, security interest or other lien of any kind.

“Lock-Up Agreement” has the meaning specified in the Recitals hereto.

“Losses” means all losses, damages, judgments, awards, Taxes, penalties, settlements, and reasonable expenses (including reasonable attorneys’ fees); provided, that “Losses” include any punitive damages solely to the extent payable to a third party in connection with a third-party claim.

“M&C” has the meaning specified in Section 11.17(a).

“Material Contracts” has the meaning specified in Section 4.12(a).

“Measurement Period” has the meaning specified in Section 3.05(a)(ii).

“Measurement Start Date” means the Initial Measurement Start Date or New Measurement Start Date, as applicable.

“Merger” has the meaning specified in the Recitals hereto.

“Merger Consideration” means (a) the number of shares of Acquiror Common Stock to be issued to the Pre-Closing Holders pursuant to Section 3.01(b)(i) plus (b) the number of shares of Acquiror Common Stock to be covered by Assumed Blade Options to be assumed pursuant to Section 3.01(c), on a net exercise basis.

-16-

“Merger Sub” has the meaning specified in the Preamble hereto.

“Merger Sub Stockholder Approval” has the meaning specified in Section 5.02(d).

“Most Recent Balance Sheet” has the meaning specified in Section 4.08(a).

“Multiemployer Plan” has the meaning specified in Section 4.14(g).

“Nasdaq” means the National Association of Securities Dealers Automated Quotation System, commonly known as the Nasdaq Capital Market.

“Nasdaq Proposal” has the meaning specified in the definition of Acquiror Shareholder Matters.

“Negotiation Period” has the meaning specified in Section 3.05(c).

“New Measurement Start Date” means the first Trading Day on which the VWAP of the Acquiror Common Stock equals or exceeds $15.00 per share of Acquiror Common Stock (as equitably adjusted for stock splits, stock dividends, combinations, recapitalizations and the like after the Closing) after the Initial Measurement Start Date and a Non-Reporting Measurement Period.

“New Plan” has the meaning specified in Section 7.10(b).

“Non-Reporting Measurement Period” means any thirty (30) Trading Day period occurring after the expiration of a Measurement Period during which the VWAP of the Acquiror Common Stock did not, at any time during such thirty (30) Trading Day Period, equal or exceed $15.00 per share of Acquiror Common Stock (as equitably adjusted for stock splits, stock dividends, combinations, recapitalizations and the like after the Closing).

“Objection Period” has the meaning specified in Section 3.05(c).

“Objection Statement” has the meaning specified in Section 3.05(c).

“OFAC” has the meaning specified in the definition of Sanctions Laws.

“Open Source Code” has the meaning specified in Section 4.21(e).

“Organizational Documents” means, with respect to any Person that is an entity, its certificate of incorporation or formation, bylaws, operating agreement, memorandum and articles of association or similar organizational documents, in each case, as amended.

“Owned Intellectual Property” means all Intellectual Property that is owned or purported to be owned by Blade or any of its Subsidiaries.

“Owned Software” has the meaning specified in Section 4.21(e).

“Party(ies)” has the meaning specified in the Preamble hereto.

“PCAOB” means the Public Company Accounting Oversight Board.

-17-

“Permits” has the meaning specified in Section 4.11.

“Permitted Liens” means (a) statutory or common law Liens of mechanics, materialmen, warehousemen, landlords, carriers, repairmen, construction contractors and other similar Liens that arise in the ordinary course of business, and that relate to amounts not yet delinquent or that are being contested in good faith through appropriate Actions, in each case only to the extent appropriate reserves have been established in accordance with GAAP, (b) Liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business, (c) Liens for Taxes not yet due and payable or which are being contested in good faith through appropriate Actions and for which appropriate reserves have been established in accordance with GAAP, (d) Liens, encumbrances and restrictions on real property (including defects or imperfections of title, easements, encroachments, covenants, rights of way, conditions, matters that would be apparent from a physical inspection or current, accurate survey of such real property and similar restrictions of record and other similar charges or encumbrances) that (i) are matters of record and (ii) do not materially interfere with the present uses of such real property, (e) non-exclusive licenses of Intellectual Property entered into in the ordinary course of business, (f) Liens that secure obligations that are reflected as liabilities on the Most Recent Balance Sheet (which such Liens are referenced, or the existence of which such Liens is referred to, in the notes to Most Recent Balance Sheet), (g) other Liens arising in the ordinary course of business and not incurred in connection with the borrowing of money in connection with workers’ compensation, unemployment insurance or other types of social security, and (h) Liens that do not, individually or in the aggregate, materially and adversely affect, or materially disrupt, the ordinary course operation of the businesses of Blade and its Subsidiaries, taken as a whole.

“Per Share Price” means an amount equal to (i) the Adjusted Merger Consideration, divided by (ii) the Blade Fully-Diluted Shares.

“Person” means any individual, firm, corporation, partnership, limited liability company, incorporated or unincorporated association, trust, joint venture, joint stock company, Governmental Authority or other entity or organization of any kind, including a government, domestic or foreign, or political subdivision thereof, or an agency or instrumentality thereof.

“Personal Information” means information that, alone or in combination with other information, identifies, describes, is reasonably capable of being associated with, or could reasonably be linked with an individual, including name, address, geolocation information, Internet Protocol (IP) addresses, financial information or other information that constitutes “personal information” or “personal data” under applicable Data Security Requirements.

“Phase 2 Consideration” has the meaning ascribed to it in the ATXCo Merger Agreement.

“PIPE Investment” has the meaning specified in Section 5.13.

“PIPE Investment Amount” has the meaning specified in Section 5.13.

“PIPE Investors” has the meaning specified in Section 5.13.

“PIPE Shares” has the meaning specified in Section 5.13.

“Post-Closing Acquiror Board” has the meaning specified in Section 8.10(a).

-18-

“Pre-Closing Holder” means each Person who holds Blade Common Stock immediately prior to the Effective Time (after giving effect to the Blade Warrant Settlement, the Blade Note Settlement and the Blade Preferred Stock Conversion).

“Price Earnout Milestone” shall be deemed achieved if, during the Earnout Period, the VWAP of the Acquiror Common Stock equals or exceeds $15.00 per share of Acquiror Common Stock (as equitably adjusted for stock splits, stock dividends, combinations, recapitalizations and the like after the Closing) for any twenty (20) Trading Days within any thirty (30) Trading Day period beginning after the Closing.

“Price Earnout Statement” has the meaning specified in Section 3.05(a)(ii).

“Price Milestone Issuance Date” has the meaning specified in Section 3.05(a)(iv).

“Processing” means the collection, use, storage, processing, recording, distribution, transfer, import, export, protection (including security measures), disposal or disclosure or other activity regarding data (whether electronically or in any other form or medium), including Personal Information.

“Pro Rata Share” means, in connection with the achievement of the Price Earnout Milestone or a Transaction Earnout Milestone and with respect to each Earnout Participant, a fraction expressed a percentage equal to (a) the sum of (x) shares of Blade Stock held by such Earnout Participant immediately prior to the Effective Time (after giving effect to the Blade Warrant Settlement, the Blade Note Settlement and the Blade Preferred Stock Conversion) and (y) the number of shares of Blade Common Stock issuable upon, or subject to, the settlement of Blade Options (whether or not then vested or exercisable) held by such Earnout Participant immediately prior to the Effective Time and for which the related Assumed Blade Options (i) remain outstanding as of the earlier of the Price Milestone Issuance Date or the Transaction Milestone Issuance Date or (ii) are exercised on or prior to the earlier of the Price Milestone Issuance Date or the Transaction Milestone Issuance Date, divided by (b) the sum of (x) shares of Blade Stock held by all Earnout Participants immediately prior to the Effective Time (after giving effect to the Blade Warrant Settlement, the Blade Note Settlement and the Blade Preferred Stock Conversion) and (y) the number of shares of Blade Common Stock issuable upon, or subject to, the settlement of Blade Options (whether or not then vested or exercisable) held by all Earnout Participants immediately prior to the Effective Time and for which the related Assumed Blade Options (i) remain outstanding as of the earlier of the Price Milestone Issuance Date or the Transaction Milestone Issuance Date or (ii) are exercised on or prior to the earlier of the Price Milestone Issuance Date or the Transaction Milestone Issuance Date.

“Proxy Statement / Prospectus” has the meaning specified in Section 8.02(a)(i).

“Public Shareholders” has the meaning specified in Section 6.03.

“Registered Intellectual Property” has the meaning specified in Section 4.21(a).

“Registration Rights Agreement” has the meaning specified in the Recitals hereto.

“Registration Statement” has the meaning specified in Section 8.02(a)(i).

“Registration Statement Effectiveness Date” has the meaning specified in Section 8.02(a)(i).

“Related Person” has the meaning specified in Section 4.25.

“Release” means any release, spill, emission, leaking, pumping, injection, deposit, disposal, discharge, dispersal, or leaching into the indoor or outdoor environment, or into or out of any property.

-19-

“Released Claims” has the meaning specified in Section 6.03.

“Remedial Action” means all actions to (a) clean up, remove, treat, or in any other way address any Hazardous Material, (b) prevent the Release of any Hazardous Material so it does not endanger or threaten to endanger public health or welfare or the indoor or outdoor environment, (c) perform pre-remedial studies and investigations or post-remedial monitoring and care, or (d) correct a condition of noncompliance with Environmental Laws.

“Renewed Negotiation Period” has the meaning specified in Section 8.02(b)(ii).

“Representative” means, as to any Person, any of the Affiliates, officers, directors, managers, employees, counsel, accountants, financial advisors, and consultants of such Person or its Affiliates.

“Representative Party” has the meaning specified in Section 3.05(a)(ii).

“Required Acquiror Shareholder Approval” means the authorization, adoption and approval of each Required Transaction Proposal by the affirmative vote of the holders of the requisite number of Acquiror Ordinary Shares entitled to vote thereon, whether in person or by proxy at the Special Meeting (or any adjournment thereof), in accordance with the Acquiror Organizational Documents and applicable Law.

“Required Blade Stockholder Approval” means the authorization, approval and consent to Blade’s execution, delivery and performance of this Agreement and each of the Transaction Agreements to which Blade is or is required to be a party or bound and the consummation of the transactions contemplated hereby and thereby, including the Merger, by the affirmative vote of the holders of the requisite number of shares of Blade Stock entitled to vote thereon (including any separate class or series vote that is required, whether pursuant to Blade’s Organizational Documents, any Contract between Blade and any Blade Stockholder or pursuant to applicable Law).

“Required Transaction Proposals” means, collectively, the Business Combination Proposal, Nasdaq Proposal, the Conversion Proposal, the Charter Proposal, the Equity Incentive Plan Proposal and the Director Election Proposal.

“Sanctioned Country” means any country or region that is or has in the past five years been the subject or target of a comprehensive embargo under Sanctions Laws (including Cuba, Iran, North Korea, Venezuela, Sudan, Syria, and the Crimea region of Ukraine).

“Sanctions Laws” means all U.S. and non-U.S. Laws relating to economic or trade sanctions, including the Laws administered or enforced by the United States (including by the U.S. Department of the Treasury, Office of Foreign Assets Control (“OFAC”) or the U.S. Department of State), the United Nations Security Council, and the European Union.

“Sanctioned Person” means any individual or entity that is the subject or target of sanctions or restrictions under Sanctions Laws, including: (a) any Person listed on any U.S. or non-U.S. sanctions- or export-related restricted or prohibited party list, including OFAC’s Specially Designated Nationals and Blocked Persons List, OFAC’s Sectoral Sanctions Identification List, the Entity, Denied Persons and Unverified Lists maintained by the U.S. Department of Commerce, the UN Security Council Consolidated List, and the EU Consolidated List; (b) any Person that is, in the aggregate, 50% or greater owned, directly or indirectly, or otherwise controlled by a Person or Persons described in clause (a); or (c) any national of a Sanctioned Country.

“Schedules” means the disclosure schedules of Blade or Acquiror, as applicable.

-20-

“SEC” means the United States Securities and Exchange Commission.

“SEC April Warrant Statement” has the meaning specified in Section 5.08(a).

“SEC Reports” has the meaning specified in Section 5.08(a).

“Securities Act” means the Securities Act of 1933.

“Securities Laws” means the securities laws of any state, federal or foreign entity and the rules and regulations promulgated thereunder.

“Shared Expenses” means (a) all filing fees payable by the Parties (or any one of them) in connection with any filing to be made pursuant to the HSR Act in connection with the Transactions and (b) all filing fees, printing costs and mailing costs payable or incurred by the Parties (or any one of them) in connection with the preparation and filing of the Registration Statement and Proxy Statement / Prospectus.

“Significant Blade Holder” means any Blade Stockholder who, as of the date hereof, (a) is a director of Blade, (b) an officer of Blade, (c) owns more than one percent (1.0%) of the issued and outstanding shares of Blade Stock (treating any Blade Preferred Stock on an as-converted to Blade Common Stock basis), or (d) is otherwise set forth on Schedule 1.1(b).

“Signing Filing” has the meaning specified in Section 8.05(d).

“Signing Press Release” has the meaning specified in Section 8.05(d).

“Software” means software and computer programs, whether in source code or object code form, and including (a) databases and collections of data, (b) software implementations of algorithms, models, and methodologies, firmware, application programming interfaces, (c) descriptions, schematics, specifications, flow charts and other work product used to design, plan, organize and develop any of the foregoing, and (d) documentation, including user documentation, user manuals and training materials, files, and records relating to any of the foregoing.

“SPACs” has the meaning specified in Section 5.08(a).

“Special Meeting” has the meaning specified in Section 8.02(b)(i).

“Sponsor” has the meaning specified in the Recitals hereto.

“Sponsor Agreement” has the meaning specified in the Recitals hereto.

“Sponsor Earnout-Out Shares” has the meaning specified in the Recitals hereto.

“Sponsor Group” has the meaning specified in Section 11.17(a).

“Subscription Agreement” has the meaning specified in the Recitals hereto.

“Subsidiary” means, with respect to a Person, any corporation or other organization (including a limited liability company or a partnership), whether incorporated or unincorporated, of which such Person directly or indirectly owns or controls a majority of the securities or other interests having by their terms ordinary voting power to elect a majority of the board of directors or others performing similar functions with respect to such corporation or other organization or any organization of which such Person or any of its Subsidiaries is, directly or indirectly, a general partner or managing member.

-21-

“Surviving Blade Entity” has the meaning specified in the Recitals hereto.

“Surviving Entities” means, collectively, the Acquiror and the Surviving Blade Entity.

“Surviving Provisions” has the meaning specified in Section 10.02.

“Tax” means (a) any federal, state, provincial, territorial, local, foreign and other tax, charge, impost, levy, duty, or governmental assessment of any kind in the nature of a tax, including alternative or add-on minimum, net income, franchise, gross income, adjusted gross income, gross receipts, employment related (including employee withholding or employer payroll), ad valorem, transfer, franchise, license, sales, use, excise, severance, stamp, occupation, premium, personal property, real property, capital stock, profits, disability, registration, value added, or estimated tax, together with any interest, penalty, addition to tax or additional amount imposed with respect thereto (or in lieu thereof), (b) any liability for, or in respect of, any item described in clause (a) of this definition as a result of being a member of an affiliated, combined, consolidated, unitary or other group for Tax purposes, including under Treasury Regulations Section 1.1502-6 (or any similar or corresponding provision of state, local or foreign Law), and (c) any liability for, or in respect of, any item described in clauses (a) or (b) of this definition as a transferee or successor.

“Tax Return” means any return, report, statement, refund claim, declaration, information return, estimate or other document filed or required to be filed with a Governmental Authority in respect of Taxes, including any schedule or attachment thereto and including any amendments thereof.

“Termination Date” has the meaning specified in Section 10.01(c).

“Top Vendors” has the meaning specified in Section 4.28.

“Trade Controls” has the meaning specified in Section 4.27(a).

“Trade Secrets” means, collectively, trade secrets, know-how, confidential research and development information, formulae, confidential price and cost information, processes, and other confidential information or proprietary rights.

“Trading Day” means any day on which shares of Acquiror Common Stock are actually traded on the principal securities exchange or securities market on which shares of Acquiror Common Stock are then traded.

“Transaction Agreements” shall mean this Agreement, the Sponsor Agreement, the Subscription Agreements, the Registration Rights Agreement, the Blade Voting Agreement, the Lock-Up Agreement, the Acquiror Charter, the Acquiror Bylaws, and all the agreements, documents, instruments, and certificates entered into in connection herewith or therewith and any and all exhibits and schedules thereto.

“Transaction Earnout Milestone” means the earliest to occur, prior to the occurrence of a Price Earnout Milestone, of (a) the Acquiror’s consummation of a sale, merger, consolidation, liquidation, exchange offer or other similar transaction during the Earnout Period that results in the stockholders of the Acquiror immediately prior to such transaction having beneficial ownership of less than fifty percent (50%) of the outstanding voting securities of the Acquiror or the surviving entity in such transaction, directly or indirectly, immediately following such transaction, (b) the Acquiror consummating a “going private transaction” or otherwise ceasing to be subject to the reporting obligations under the Securities Exchange Act of 1934, and (c) the Acquiror Common Stock ceasing to be listed on a national securities exchange.

-22-

“Transaction Litigation” has the meaning specified in Section 8.01(e).

“Transaction Milestone Issuance Date” has the meaning specified in Section 3.05(a)(v).

“Transactions” means the transaction contemplated by this Agreement, including the Merger.

“Transfer Taxes” means all transfer, documentary, sales, use, real property transfer, stamp, registration and other similar Taxes, fees and costs.

“Transmittal Documents” has the meaning specified in Section 3.06(c).

“Treasury Regulations” means the regulations promulgated under the Code.

“Trust Account” has the meaning specified in Section 5.06.

“Trust Agreement” has the meaning specified in Section 5.06.

“Trustee” has the meaning specified in Section 5.06.

“Unvested Assumed Option” has the meaning specified in Section 3.05(b).

“VWAP” means, for any security as of any Trading Day, the dollar volume-weighted average price for such security on the principal securities exchange or securities market on which such security is then traded during the period beginning at 9:30:01 a.m., New York time, and ending at 4:00:00 p.m., New York time, on such date and as reported by Bloomberg through its “HP” function (set to weighted average line) or, if the foregoing does not apply, the dollar volume-weighted average price of such security in the over-the-counter market on the electronic bulletin board for such security during the period beginning at 9:30:01 a.m., New York time, and ending at 4:00:00 p.m., New York time, on such Trading Day and as reported by Bloomberg, or, if no dollar volume-weighted average price is reported for such security by Bloomberg for such hours, the average of the highest closing bid price and the lowest closing ask price of any of the market makers for such security as reported by OTC Markets Group Inc. on such Trading Day. If the VWAP cannot be calculated for such security on such Trading Day on any of the foregoing bases, the VWAP of such security on such Trading Day shall be the fair market value as determined reasonably and in good faith by a majority of the disinterested independent directors of the board of directors (or equivalent governing body) of the applicable issuer. All such determinations shall be appropriately adjusted for any stock dividend, stock split, stock combination, recapitalization, or other similar transaction during such period.

“WARN Act” means the Worker Adjustment and Retraining Notification Act of 1988, as amended, or any similar Laws.

“Written Consent” has the meaning specified in Section 6.05.

-23-

Section 1.02  Construction.

(a)  Unless the context of this Agreement otherwise requires, (i) words of any gender include each other gender, (ii) words using the singular or plural number also include the plural or singular number, respectively, (iii) the terms “hereof,” “herein,” “hereby,” “hereto” and derivative or similar words refer to this entire Agreement, (iv) the terms “Article”, “Section”, “Schedule”, “Exhibit” and “Annex” refer to the specified Article, Section, Schedule, Exhibit or Annex of or to this Agreement unless otherwise specified, (v) the word “including” shall mean “including without limitation,” (vi) the word “or” shall be disjunctive but not exclusive, (vii) the phrase “to the extent” means the degree to which a thing extends (rather than if), (viii) reference to any Party includes such Person’s successors and assigns but, if applicable, only if such successors and assigns are permitted by this Agreement, and reference to a Party in a particular capacity excludes such Party in any other capacity and (ix) the word “if” and other words of similar import when used herein shall be deemed in each case to be followed by the phrase “and only if”. The table of contents and the Article and Section headings contained in this Agreement are solely for the purpose of reference, are not part of the agreement of the Parties and shall not in any way affect the meaning or interpretation of this Agreement. The Parties have participated jointly in the negotiation and drafting of this Agreement. Consequently, in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any provision of this Agreement.

(b)  When used herein with respect to Blade or its Subsidiaries, “ordinary course of business” means an action taken, or omitted to be taken, in the ordinary and usual course of Blade’s and its Subsidiaries’ business, consistent with past practice (including recent past practice in response to COVID-19 or COVID-19 Measures).

(c)  Unless the context of this Agreement otherwise requires, references to Contracts shall be deemed to include all subsequent amendments and other modifications thereto (subject to any restrictions on amendments or modifications set forth in this Agreement).

(d)  Unless the context of this Agreement otherwise requires, references to statutes shall include all regulations promulgated thereunder and references to Laws shall be construed as including all Laws consolidating, amending or replacing the Law.

(e)  The language used in this Agreement shall be deemed to be the language chosen by the Parties to express their mutual intent and no rule of strict construction shall be applied against any Party.

(f)  Whenever this Agreement refers to a number of days, such number shall refer to calendar days unless Business Days are specified. If any action is to be taken or given on or by a particular calendar day, and such calendar day is not a Business Day, then such action may be deferred until the next Business Day.

(g)  All accounting terms used herein and not expressly defined herein shall have the meanings given to them under GAAP.

(h)  The phrases “provided to,” “furnished to,” “made available” and phrases of similar import when used herein, unless the context otherwise requires, means that a copy of the information or material referred to has been provided, no later than 9:00 a.m. Eastern Time on the date that is two (2) Business Days prior to the date of this Agreement, to the Party to which such information or material is to be provided or furnished (i) in the virtual “data room” maintained on Intralinks under the title “Blade Legal Diligence” or (ii) by delivery to such Party or its legal counsel via electronic mail or hard copy form.

(i)  References to “$” or “dollar” or “US$” shall be references to United States dollars unless otherwise specified.

(j)  Any reference in this Agreement to a Person’s directors shall include any member of such Person’s governing body and any reference in this Agreement to a Person’s officers shall include any Person filling a substantially similar position for such Person. Any reference in this Agreement or any Transaction Agreement to a Person’s shareholders or stockholders shall include any applicable owners of the voting equity interests of such Person, in whatever form.

-24-

Section 1.03  Knowledge. As used herein, the phrase “to the knowledge of” shall mean the knowledge, following reasonable inquiry of direct reports, of (a) with respect to Acquiror, the individuals listed on Schedule 1.03(a) and (b) with respect to Blade, the individuals listed on Schedule 1.03(b).

Section 1.04  Equitable Adjustments. If, between the date of this Agreement and the Closing, the outstanding shares of Blade Stock, shares of Acquiror Ordinary Shares or shares of Acquiror Common Stock shall have been changed into a different number of shares or a different class, by reason of any stock dividend, subdivision, reclassification, reorganization, recapitalization, split, combination or exchange of shares, or any similar event shall have occurred, then any number, value (including dollar value) or amount contained herein which is based upon the number of shares of Blade Stock, shares of Acquiror Ordinary Shares or shares of Acquiror Common Stock, as applicable, outstanding on the date hereof will be appropriately adjusted to provide to the holders of Blade Stock, shares of Acquiror Ordinary Shares or shares of Acquiror Common Stock, as applicable, the same economic effect as contemplated by this Agreement prior to such event; provided, however, that this Section 1.04 shall not be construed to permit any Acquiror Party or Blade to take any action with respect to their respective securities that is prohibited by the terms and conditions of this Agreement. For clarity, this Section 1.04 shall not apply to the issuance of Acquiror Common Stock pursuant to the Subscription Agreements.

Article II
THE MERGER

Section 2.01  The Merger. On the terms and subject to the conditions set forth herein and in accordance with the applicable provisions of the DGCL, at the Effective Time, Merger Sub shall consummate the Merger, pursuant to which Merger Sub shall be merged with and into Blade, following which the separate existence of Merger Sub shall cease and Blade shall continue as the Surviving Blade Entity after the Merger and as a direct, wholly-owned Subsidiary of Acquiror.

Section 2.02  Effective Time. On the terms and subject to the conditions set forth herein, on the Closing Date, Blade and Merger Sub shall cause the Merger to be consummated by filing a certificate of merger in form and substance reasonably acceptable to the Acquiror and Blade (the “Certificate of Merger”) with the Secretary of State of the State of Delaware in accordance with the applicable provisions of the DGCL, the time of such filing, or such later time as may be agreed in writing by Blade and the Acquiror and specified in the Certificate of Merger, will be the effective time of and constitute the consummation of the Merger (the “Effective Time”).

Section 2.03  Effect of the Merger. The effect of the Merger shall be as provided in this Agreement, the Certificate of Merger, and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the property, rights, privileges, agreements, powers and franchises, debts, liabilities, duties and obligations of Merger Sub and Blade shall become the property, rights, privileges, agreements, powers and franchises, debts, liabilities, duties, and obligations of the Surviving Blade Entity.

Section 2.04  Governing Documents.

(a)  At the Effective Time, the Certificate of Incorporation and Bylaws of Blade shall be amended and restated in their entirety to read identically to the Certificate of Incorporation and Bylaws of Merger Sub, as in effect immediately prior to the Effective Time, and such amended and restated Certificate of Incorporation and Bylaws shall become the respective Certificate of Incorporation and Bylaws of the Surviving Blade Entity from and after the Effective Time until thereafter amended in accordance with its terms and as provided by applicable Law, except that the name of the Surviving Blade Entity shall be “Blade Therapeutics, Inc.”.

-25-

(b)  At the Effective Time, the Acquiror Certificate of Incorporation shall be amended and restated to be in the form of the Acquiror Charter attached hereto as Exhibit A, which shall be the Certificate of Incorporation of the Acquiror from and after the Effective Time until thereafter amended in accordance with its terms and as provided by applicable Law. The name of the Acquiror immediately after the Effective Time shall be “Blade Biotherapeutics, Inc.”.

Section 2.05  Directors and Officers of the Surviving Blade Entity. Immediately after the Effective Time, (a) the executive officers of Blade shall be the executive officers of the Surviving Blade Entity and (b) certain directors of Blade, determined by Blade and communicated in writing to Acquiror prior to the Closing Date, shall be appointed to the board of directors of the Surviving Blade Entity, effective as of immediately following the Effective Time.

Section 2.06  Further Assurances. If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Blade Entity following the Merger with full right, title and possession to all assets, property, rights, privileges, powers and franchises of Blade, Merger Sub, the applicable board of directors and officers of Blade, Merger Sub and Acquiror (or their designees) are fully authorized in the name of their respective companies to take, and will take, all such lawful and necessary action, so long as such action is not inconsistent with this Agreement.

Article III
MERGER CONSIDERATION; CLOSING

Section 3.01  Conversion of Blade Securities.

(a)  Prior to the Effective Time, Blade shall take all actions necessary to cause (provided, that no cash consideration or payments (other than cash payments in lieu of fractional shares otherwise issuable to a payee when accumulating all of their Blade securities as required by any Blade Warrant, Blade Note or Blade’s Organizational Documents) will be made in connection with such efforts without the prior written consent of Acquiror):

(i)  all Blade Warrants to be exercised in full on a cash or cashless basis or terminated without exercise, as applicable, in accordance with their respective terms (the “Blade Warrant Settlement”);

(ii) all Blade Notes to be converted into shares of Blade Common Stock or terminated without conversion, as applicable, in accordance with their respective terms (including, for the avoidance of doubt, the terms of the purchase documents under which such Blade Notes were acquired) (the “Blade Note Settlement”); and

(iii)  all Blade Preferred Stock to be converted into shares of Blade Common Stock at the then-effective conversion rate as calculated pursuant to the terms of Blade’s Organizational Documents (the “Blade Preferred Stock Conversion”).

(b)  At the Effective Time (and following the Blade Warrant Settlement, the Blade Note Settlement and the Blade Preferred Stock Conversion), by virtue of the Merger and without any action on the part of any holder of Blade Stock, each share of Blade Common Stock issued and outstanding immediately prior to the Effective Time (other than (x) any shares of Blade Common Stock subject to Blade Options (which shall be subject to Section 3.01(c)), (y) any shares of Blade Common Stock held in the treasury of Blade or by any Subsidiary of Blade (“Blade Treasury Shares”), which shares shall be cancelled as part of the Merger and not constitute “Blade Stock” hereunder, and (z) any Dissenting Shares), will be automatically cancelled and extinguished and, in exchange therefor, each Pre-Closing Holder shall have the right to receive, upon delivery of the Transmittal Documents in accordance with Section 3.06 (i) for each share of Blade Common Stock held by such Pre-Closing Holder immediately prior to the Effective Time, a number of shares of Acquiror Common Stock equal to the Exchange Ratio, without interest, and (ii) such Pre-Closing Holder’s Pro Rata Share of any Earnout Shares that become issuable pursuant to Section 3.05, all in accordance with the terms of this Agreement. As of the Effective Time, each Pre-Closing Holder shall cease to have any other rights in and to Blade or the Surviving Blade Entity (other than the rights set forth in this Section 3.01 and the rights of Dissenting Stockholders as described in Section 3.04).

-26-

(c)  Blade Options. As of the Effective Time, each outstanding Blade Option (whether vested or unvested) shall be assumed by Acquiror and automatically converted into an option covering shares of Acquiror Common Stock (each, an “Assumed Blade Option”). Subject to the subsequent sentence, each Assumed Blade Option will be subject to the terms and conditions set forth in the Blade Equity Plan (except any references therein to Blade or Blade Common Stock will instead mean the Acquiror and Acquiror Common Stock, respectively). Each Assumed Blade Option shall: (i) cover a number of shares of Acquiror Common Stock equal to (as rounded down to the nearest whole number) the product of (A) the number of shares of Blade Common Stock covered by the Blade Option immediately prior to the Effective Time, multiplied by (B) the Exchange Ratio; (ii) have a per share exercise price equal to (as rounded up to the nearest whole cent) the quotient of (A) the per share exercise price applicable to the Blade Option (in U.S. Dollars) as of immediately prior to the Effective Time, divided by (B) the Exchange Ratio; and (iii) be subject to the same vesting schedule as the applicable Blade Option as of immediately prior to the Effective Time. The Acquiror shall take all corporate action necessary to reserve for future issuance and shall maintain such reservation for so long as any of the Assumed Blade Options remain outstanding, a sufficient number of shares of Acquiror Common Stock for delivery upon the exercise of such Assumed Blade Option. From and after the Closing, Blade and the Acquiror shall not issue any new awards under the Blade Equity Plan. Each Assumed Blade Option assumed for Blade In-the-Money Options shall also be entitled to Earnout RSUs that may be issued pursuant to Section 3.05.

Section 3.02  Closing. The closing of the Transactions (the “Closing”) shall take place (a) electronically by the mutual exchange of electronic signatures (including portable document format (PDF)) commencing as promptly as practicable (and in any event no later than 9:00 a.m. Eastern Time on the third Business Day) following the satisfaction or (to the extent permitted by applicable Law) waiver of the conditions set forth in Article IX (other than those conditions that by their terms or nature are to be satisfied at the Closing; provided, that such conditions are satisfied or (to the extent permitted by applicable Law) waived in writing) or (b) at such other place, time or date as Acquiror and Blade may mutually agree in writing. The date on which the Closing shall occur is referred to herein as the “Closing Date.”

Section 3.03  Withholding Rights. Notwithstanding anything in this Agreement to the contrary, Acquiror, Blade, Merger Sub, the Surviving Blade Entity and their respective Affiliates and agents shall be entitled to deduct and withhold from any amounts otherwise payable pursuant to this Agreement, any amounts that are required to be deducted or withheld with respect to the making of such payments under applicable Law. To the extent that any amounts are to be withheld from value deliverable to the Pre-Closing Holders (other than any such value that is subject to withholding because it is properly treated as compensation for applicable Tax purposes), Acquiror shall use commercially reasonable efforts to provide notice to the applicable holder at least five days prior to the day the relevant withholding is to be made (and all Parties agree to use commercially reasonable efforts to cooperate to reduce or eliminate any such withholding). To the extent that any amounts are deducted or withheld consistent with the terms of this Section 3.03 and paid over to the appropriate Governmental Authority, such deducted or withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect of which such deduction or withholding was made.

-27-

Section 3.04  Dissenting Shares. Notwithstanding any provision of this Agreement to the contrary, shares of Blade Stock issued and outstanding immediately prior to the Effective Time and held by a holder (a “Dissenting Stockholder”) who has not voted in favor of the adoption of this Agreement or consented thereto in writing and who is entitled to demand and has properly exercised appraisal rights of such shares in accordance with Section 262 of the DGCL (such shares of Blade Stock being referred to collectively as the “Dissenting Shares” until such time as such holder fails to perfect or otherwise waives, withdraws, or loses such holder’s appraisal rights under the DGCL with respect to such shares) shall not be converted into a right to receive a portion of the Merger Consideration pursuant to Section 3.01(b) but instead shall be entitled to only such rights as are granted by Section 262 of the DGCL; provided, however, that if, after the Effective Time such holder fails to perfect, waives, withdraws, or loses such holder’s right to appraisal pursuant to Section 262 of the DGCL, or if a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of the DGCL, such shares of Blade Stock shall be treated as if they had been converted as of Effective Time into the right to receive a portion of the Merger Consideration in accordance with Section 3.01(b), without interest thereon, upon transfer of such shares. Blade shall give the Acquiror (a) prompt notice of any written demands for appraisal, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Laws that are received by Blade relating to any Dissenting Stockholder’s rights of appraisal and (b) the opportunity to direct all negotiations and proceedings with respect to demands for appraisal under the DGCL. Blade shall not, except with the prior written consent of the Acquiror (not to be unreasonably withheld, conditioned or delayed), voluntarily make any payment with respect to any demands for appraisal, offer to settle or settle any such demands.

Section 3.05  Earnout.

(a)  During the Earnout Period, Acquiror shall, and shall cause its controlled Affiliates to:

(i)  not take or omit to take any action that is in bad faith and for the primary purpose of avoiding, reducing, or preventing the achievement or attainment of the Price Earnout Milestone;

(ii)  as soon as practicable (and in any event within ten (10) Business Days) after the end of each monthly anniversary of a Measurement Start Date (each such period a “Measurement Period”), prepare and deliver to each of the Acquiror Representative and the Blade Representative (each, a “Representative Party”) a written statement, certified by the Acquiror’s Chief Financial Officer (each, a “Price Earnout Statement”), setting out (A) the VWAP of the Acquiror Common Stock for each Trading Day during such Measurement Period then ended and each preceding Measurement Period during the Earnout Period and (B) a statement as to whether the Price Earnout Milestone has been achieved during such Measurement Period (for the avoidance of doubt, Acquiror shall have no obligation to prepare and deliver a Price Earnout Statement following a Non-Reporting Measurement Period unless and until a New Measurement Start Date has occurred);

(iii)  make available, in the ten (10) Business Days following Acquiror’s delivery of a Price Earnout Statement, Acquiror’s Chief Financial Officer and related personnel and advisors to (A) conduct a telephone or video conference with the Acquiror Representative and the Blade Representative (or either of them) regarding questions concerning or disagreements with such Price Earnout Statement arising in the course of their review thereof, (B) respond to reasonable follow-up inquiries by the Acquiror Representative and the Blade Representative regarding the information provided by or on behalf of Acquiror during any such telephone or video conference and (C) otherwise reasonably cooperate with the Acquiror Representative and the Blade Representative in connection with such Representative Party’s review of any Price Earnout Statement;

-28-

(iv)  promptly upon the achievement of the Price Earnout Milestone (as finally determined pursuant to Section 3.05(c) or Section 3.05(d)), and in any event within ten (10) Business Days of such finally determined achievement of the Price Earnout Milestone (the “Price Milestone Issuance Date”), issue, or cause to be issued, to the Earnout Participants, in accordance with their respective Pro Rata Shares, the Earnout Shares, subject to Section 3.05(b); and

(v)  immediately prior to the occurrence of a Transaction Earnout Milestone (the “Transaction Milestone Issuance Date”), issue or cause to be issued, to the Earnout Participants, in accordance with their respective Pro Rata Shares, the Earnout Shares, subject to Section 3.05(b).

(b)  Notwithstanding anything in Section 3.05(a) to the contrary, to the extent that any portion of the Earnout Shares become issuable to an Earnout Participant in respect of such Earnout Participant’s Assumed Blade Options that remain unvested as of the Price Milestone Issuance Date or the Transaction Milestone Issuance Date, as applicable (each such award, an “Unvested Assumed Option”), then, in lieu of issuing such portion of the Earnout Shares to such Earnout Participant in respect of Unvested Assumed Options, Acquiror shall grant to such Earnout Participant, as soon as practicable following the later of (i) the Price Milestone Issuance Date or the Transaction Milestone Issuance Date, as applicable and (ii) Acquiror’s filing of a Form S-8 Registration Statement covering grants to be made in accordance herewith, restricted stock units for a number of shares of Acquiror Common Stock equal to such portion of the Earnout Shares otherwise issuable to such Earnout Participant in accordance with Section 3.05(a) in respect of Unvested Assumed Options (“Earnout RSUs”); provided that such Earnout RSUs shall only be granted in accordance herewith if the Earnout Participant remains in continuous service to Acquiror or any of its Subsidiaries as of the Price Milestone Issuance Date or the Transaction Milestone Issuance Date, as applicable (and, if such Earnout Participant has not so remained in continuous service, then no Earnout Shares or Earnout RSUs shall be granted to such Earnout Participant in accordance herewith in respect of such Unvested Assumed Option). Earnout RSUs shall vest, and the underlying shares of Acquiror Common Stock issued, in substantially equal quarterly installments over the remaining vesting schedule of the corresponding Unvested Assumed Option and shall be subject to the same vesting conditions as apply to the corresponding Unvested Assumed Options (as adjusted to reflect quarterly vesting installments).

(c)  If either Representative Party has any objections to a Price Earnout Statement, such Representative Party shall, within fifteen (15) Business Days of such Representative Party’s receipt of such Price Earnout Statement (the “Objection Period”), deliver to the Acquiror (to the attention of the Acquiror’s Chief Financial Officer) and the other Representative Party a written statement (an “Objection Statement”) setting forth such objections (in reasonable detail). If an Objection Statement is delivered by a Representative Party prior to the expiration of the Objection Period, the Acquiror and each Representative Party shall meet, confer and exchange any additional relevant information reasonably requested regarding the computations set forth in the Price Earnout Statement for a period of ten (10) Business Day thereafter (the “Negotiation Period”) and use reasonable best efforts to resolve by written agreement (the “Agreed Modifications”) any differences as to the computations in the Price Earnout Statement. In the event Acquiror and the Representative Parties so resolve any such differences, the Price Earnout Statement, as modified by the Agreed Modifications, shall be final and binding with respect to the applicable Measurement Period. In the event Acquiror and the Representative Parties do not resolve any differences as to the computations in the Price Earnout Statement prior to the expiration of the Negotiation Period, then either Representative Party may refer the dispute to a nationally recognized, independent accounting firm reasonably acceptable to Acquiror and Blade and independent to Acquiror and Blade (“Independent Expert”) within thirty (30) calendar days following the expiration of the Negotiation Period for final resolution of the dispute in accordance with the procedures set forth in Section 3.05(d).

-29-

(d)  If a dispute with respect to a Price Earnout Statement is submitted in accordance with this Section 3.05 to the Independent Expert for final resolution, Acquiror and the Representative Parties will follow the procedures set forth in this Section 3.05(d). Each of the Blade Representative and the Acquiror Representative agrees to execute, if requested by the Independent Expert, a reasonable engagement letter with respect to the determination to be made by the Independent Expert pursuant to this this Section 3.05(d). All fees and expenses of the Independent Expert will be borne by the Acquiror. Except as provided in the preceding sentence, all other costs and expenses incurred by the Blade Representative in connection with resolving any dispute hereunder before the Independent Expert will be borne by the Earnout Participants, and all other costs and expenses incurred by the Acquiror Representative in connection with resolving any dispute hereunder before the Independent Expert will be borne by the Acquiror. The Blade Representative and the Acquiror Representative will request that the Independent Expert’s determination be made within forty-five (45) days after its engagement, or as soon thereafter as possible, and that such determination be set forth in a written statement delivered to the Acquiror, the Acquiror Representative and the Blade Representative. The Independent Expert’s determination will be final, conclusive, non-appealable and binding for all purposes hereunder (other than in the event of fraud or manifest error). The Independent Expert will determine only those issues still in dispute as of the date of such Independent Expert’s engagement and such determination will be based solely upon and consistent with the terms and conditions of this Agreement. Each of the Blade Representative and the Acquiror Representative will be entitled to make one presentation to the Independent Expert and will use their reasonable best efforts to make their respective presentations to the Independent Expert as promptly as practicable following submission to the Independent Expert of the disputed items, and each such Representative Party will be entitled, as part of its presentation, to respond to the presentation of the other Representative Party and any questions and requests of the Independent Expert. In deciding any matter, the Independent Expert will be bound by the provisions of this Agreement, including this Section 3.05(d). It is the intent of the parties hereto that the activities of the Independent Expert in connection herewith are not (and should not be considered to be or treated as) an arbitration proceeding or similar arbitral process and that no formal arbitration rules should be followed (including rules with respect to procedures and discovery).

(e)  Following the Closing, the Acquiror and its Subsidiaries, including Blade and its Subsidiaries, will be entitled to operate their respective businesses based upon the business requirements of the Acquiror and its Subsidiaries. Each of the Acquiror and its Subsidiaries, including Blade and its Subsidiaries, will be permitted, following the Closing to make changes at its sole discretion to its operations, organization, personnel, accounting practices and other aspects of its business, including actions that may have an impact on the closing price of the Acquiror Common Stock and the achievement of the Price Earnout Milestone, and, other than as a result of a breach of Section 3.05(a)(i), the Earnout Participants will not have any right to claim the loss of all or any portion of any Earnout Shares or other damages as a result of such decisions.

(f)  If Acquiror shall, at any time or from time to time, after the date hereof effect a subdivision, stock split, stock dividend, reorganization, combination, recapitalization or similar transaction affecting the outstanding shares of Acquiror Common Stock (in each case, other than pursuant to the Conversion or the PIPE Investment) (an “Earnout Adjustment Event”), the number of shares of Acquiror Common Stock set forth in the definitions of Earnout Shares, and the stock price target set forth in the definition of Price Earnout Milestone, shall be equitably adjusted for such Earnout Adjustment Event. Any adjustment under this paragraph shall become effective at the close of business on the date the Earnout Adjustment Event becomes effective (which shall be the “ex” date, if any, with respect to any such event).

-30-

Section 3.06  Surrender of Common Stock and Disbursement of Merger Consideration.

(a)  Prior to the Closing, the Acquiror shall appoint its transfer agent, Continental Stock Transfer & Trust Company, or another agent reasonably acceptable to Blade (the “Exchange Agent”), to act as the agent for the purpose of issuing the portion of the Merger Consideration issuable to the Pre-Closing Holders pursuant to Section 3.01(b).

(b)  At or prior to the Effective Time, the Acquiror shall send, or shall cause the Exchange Agent to send, to each Pre-Closing Holder whose shares of Blade Stock will be converted pursuant to Section 3.01(b) into the right to receive a portion of the Merger Consideration, a letter of transmittal and instructions, in the form attached hereto as Exhibit H (a “Letter of Transmittal”) (which shall specify that the delivery of shares of Blade Stock shall be effected, and risk of loss and title shall pass, only upon proper transfer of such shares to the Exchange Agent) for use in such exchange.

(c)  Each holder of shares of Blade Stock that have been converted into the right to receive a portion of the Merger Consideration pursuant to Section 3.01(b) shall be entitled to receive such portion of the Merger Consideration, upon receipt of an “agent’s message” by the Exchange Agent (or such other evidence, if any, of transfer as the Exchange Agent may reasonably request), together with a duly completed and validly executed Letter of Transmittal and such other documents as may reasonably be requested by the Exchange Agent (collectively, the “Transmittal Documents”). No interest shall be paid or accrued upon the transfer of any share.

(d)  If any portion of the Merger Consideration is to be delivered or issued to a Person other than the Person in whose name the applicable shares of Blade Stock are registered immediately prior to the Effective Time, it shall be a condition to such delivery that the recipient of such portion of the Merger Consideration or the Person in whose name such portion of the Merger Consideration is delivered or issued, shall have (A) if the Person in whose name the applicable shares of Blade Stock are registered immediately prior to the Effective Time is a Significant Blade Holder, executed and delivered a counterpart to a Lock-Up Agreement, and (B) executed and delivered the other Transmittal Documents and (ii) the Person requesting such delivery shall pay to the Exchange Agent any transfer or other Taxes required as a result of such delivery to a Person other than the registered holder of such shares of Blade Stock or establish to the satisfaction of the Exchange Agent that such Tax has been paid or is not payable.

(e)  After the Effective Time, there shall be no further registration of transfers of Blade Stock on Blade’s stock register. If, after the Effective Time, shares of Blade Stock are presented to the Acquiror or the Exchange Agent, such shares shall be canceled and exchanged for the applicable portion of the Merger Consideration pursuant to Section 3.01(b) and in accordance with the procedures set forth in this Section 3.06. No dividends or other distributions declared or made after the date of this Agreement with respect to Acquiror Common Stock with a record date after the Effective Time will be paid to the holders of any shares of Blade Stock that have not yet been surrendered with respect to the Acquiror Common Stock to be issued upon surrender thereof until the holders of record of such shares shall surrender such shares and provide the other Transmittal Documents. Subject to applicable Law, following surrender of any such shares of Blade Stock and delivery of the other Transmittal Documents, Acquiror shall promptly deliver to the record holders thereof, without interest, the certificates representing the Acquiror Common Stock issued in exchange therefor and the amount of any such dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such Acquiror Common Stock.

-31-

(f)  All securities issued upon the surrender of Blade Stock or Convertible Securities, as applicable, in accordance with the terms hereof shall be deemed to have been issued in full satisfaction of all rights pertaining to such securities. Any portion of the Merger Consideration and the Earnout Shares made available to the Exchange Agent pursuant to Section 3.06(a), will, upon demand by Acquiror at any time following the one (1) year anniversary of the Closing, be returned to Acquiror and, thereafter, any such Blade Security Holder who has not exchanged its Blade Securities for the applicable portion of the Merger Consideration and right to receive the Earnout Shares in accordance with this Section 3.06 shall thereafter look only to the Acquiror for payment of the portion of the Merger Consideration and the Earnout Shares in respect of such Blade Securities without any interest thereon (but with any dividends paid with respect thereto). Notwithstanding the foregoing, none of the Acquiror nor any other Party hereto shall be liable to any Person for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat, or similar law.

Section 3.07  Fractional Shares. Notwithstanding anything to the contrary contained herein, no fraction of a share of Acquiror Common Stock will be issued by virtue of the Merger or the transactions contemplated hereby, and each Person who would otherwise be entitled to a fraction of a share of Acquiror Common Stock (after aggregating all fractional shares of Acquiror Common Stock that otherwise would be received by such Person) shall instead have the number of shares of Acquiror Common Stock issued to such Person rounded down to the nearest whole share of Acquiror Common Stock.

Section 3.08  Payment of Transaction Expenses. On the Closing Date, concurrently with the Effective Time, Acquiror shall pay or cause to be paid by wire transfer of immediately available funds, without duplication, (a) all Acquiror Transaction Expenses which remain unpaid as of the Effective Time (including any costs of the D&O Tail or any new insurance directors’ and officers’ liability insurance policies) and other obligations of the Acquiror owed to the Sponsor as of the Effective Time with respect to working capital loans provided by Sponsor or its Affiliates and not incurred by Acquiror in violation of this Agreement, in each case as set forth on a written statement to be delivered to Blade not less than two (2) Business Days prior to the Closing Date, which shall include the respective amounts and wire transfer instructions for the payment thereof, together with corresponding invoices for the foregoing and (b) all Blade Transaction Expenses which remain unpaid as of the Effective Time as set forth on a written statement to be delivered to Acquiror by or on behalf of Blade not less than two (2) Business Days prior to the Closing Date, which shall include the respective amounts and wire transfer instructions for the payment thereof, together with corresponding invoices for the foregoing; provided, that any Blade Transaction Expenses due to current or former employees, independent contractors, officers, or directors of Blade or any of its Subsidiaries and, in each case, subject to applicable withholding, shall be paid Blade for further payment to such employee, independent contractor, officer or director through Blade’s payroll, as applicable.

Section 3.09  FIRPTA Certificate. At the Closing, Blade shall deliver, or cause to be delivered, to Acquiror a certificate prepared in a manner consistent and in accordance with the requirements of Treasury Regulations Sections 1.897-2(g), 1.897-2(h) and 1.1445-2(c)(3), certifying that no interest in Blade is, or has been during the relevant period specified in Section 897(c)(1)(A)(ii) of the Code, a “United States real property interest” within the meaning of Section 897(c) of the Code, and a form of notice to the IRS prepared in accordance with the provisions of Treasury Regulations Section 1.897-2(h)(2).

-32-

Article IV
REPRESENTATIONS AND WARRANTIES OF BLADE

Except as set forth in the Schedules to this Agreement dated as of the date of this Agreement (each of which qualify (a) the correspondingly numbered representation, warranty or covenant if specified therein and (b) such other representations, warranties or covenants where its relevance as an exception to (or disclosure for purposes of) such other representation, warranty or covenant is reasonably apparent on its face), Blade represents and warrants to Sponsor and the Acquiror Parties as follows:

Section 4.01  Corporate Organization of Blade. Blade has been duly incorporated, is validly existing and is in good standing under the Laws of the State of Delaware and has the corporate power and authority to own, operate and lease its properties, rights, and assets and to conduct its business as it is now being conducted. Blade has provided to the Acquiror copies of its Organizational Documents and the Organizational Documents of each of its Subsidiaries, each as amended to date and as currently in effect, and copies of such Organizational Documents are (a) true, correct, and complete, (b) in full force and effect, and (c) have not been amended in any respect from the copies made available to Acquiror. Blade and its Subsidiaries are duly licensed or qualified and in good standing as a foreign entity in each jurisdiction in which the ownership of its property or the character of its activities is such as to require it to be so licensed or qualified, except where failure to be so licensed or qualified has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Blade and each of its Subsidiaries is not in violation of any of the provisions of its Organizational Documents, except where such violation has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

Section 4.02  Subsidiaries. The Subsidiaries of Blade, together with (i) their respective jurisdiction of incorporation or organization and (ii) names of their respective equity holders and details of equity ownership (including authorized (to the extent applicable) and outstanding shares of capital stock), are set forth on Schedule 4.02 (the “Company Subsidiaries”). Such Subsidiaries have been duly formed or organized, are validly existing under the laws of their jurisdiction of incorporation or organization and have the power and authority to own, operate and lease their properties, rights and assets and to conduct their business as it is now being conducted, except (other than with respect to due organization and valid existence) in each case has not had, and would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. No Subsidiary of Blade has any limitation, whether by Contract, Governmental Order, or applicable Law, on its ability to make any distributions or dividends to its equity holders or repay any debt owed to Blade or its Subsidiaries. Except for the equity interests of the Subsidiaries listed on Schedule 4.02, Blade does not own or have any rights to acquire, directly or indirectly, any equity interests of, or otherwise control, any Person. Neither Blade nor any of its Subsidiaries is a participant in any joint venture, partnership, or similar arrangement. There are no outstanding contractual obligations of Blade or its Subsidiaries to make any investment (whether in the form of a loan, a capital contribution, the purchase of equity or otherwise) in, any other Person (excluding, for the avoidance of doubt, purchases of goods and services in the ordinary course of business). Blade’s Subsidiaries are duly licensed or qualified and in good standing as a foreign or extra-provincial corporation (or other entity, if applicable) in each jurisdiction in which its ownership of property or the character of its activities is such as to require it to be in good standing or so licensed or qualified, except where the failure to be in good standing or so licensed or qualified has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

Section 4.03  Due Authorization. Blade has the requisite corporate power and authority to execute and deliver this Agreement and each Transaction Agreement to which it is a party and (subject to the approvals described in Section 4.05 and upon receipt of the Required Blade Stockholder Approval) to perform all obligations to be performed by it hereunder and thereunder and to consummate the Transactions and the transactions contemplated thereby. The execution, delivery and performance of this Agreement and such Transaction Agreements and the consummation of the Transactions and the transactions contemplated thereby have been duly authorized by the board of directors of Blade and, except for the Required Blade Stockholder Approval, no other corporate proceeding on the part of Blade is necessary to authorize this Agreement or any Transaction Agreements or Blade’s performance hereunder or thereunder. This Agreement has been, and each such Transaction Agreement (when executed and delivered by Blade) will be, duly and validly executed and delivered by Blade and, assuming due and valid authorization, execution and delivery by each other party hereto and thereto, this Agreement constitutes, and each such Transaction Agreement will constitute, a valid and binding obligation of Blade, enforceable against Blade in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting or relating to creditors’ rights generally and subject, as to enforceability, to general principles of equity, whether such enforceability is considered in a proceeding in equity or at Law (the “Enforceability Exceptions”).

-33-

Section 4.04  No Conflict. Except as set forth on Schedule 4.04, the execution, delivery and performance by Blade of this Agreement and the Transaction Agreements to which it is a party and the consummation by Blade of the Transactions and the transactions contemplated thereby do not and will not, (a) contravene or conflict with the Organizational Documents of Blade or, in any material respect, its Subsidiaries, (b) subject to the approvals described in Section 4.05, contravene or conflict with or constitute a violation of any provision of any Law, Permit or Governmental Order binding upon or applicable to Blade or any of its Subsidiaries or any of its assets or properties, (c) subject to the approvals described in Section 4.05, violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the termination or acceleration of, or a right of termination, cancellation, modification, acceleration or amendment under, accelerate the performance required by, or result in the acceleration or trigger of any payment, posting of collateral (or right to require the posting of collateral), time of payment, vesting or increase in the amount of any compensation or benefit payable pursuant to, any of the terms, conditions or provisions of any Contract to which Blade or any of its Subsidiaries is a party or by which any of its assets or properties may be bound or affected or any Permit of Blade or its Subsidiaries, or (d) result in the creation or imposition of any Lien on any asset, property or Equity Security of Blade or any of its Subsidiaries, except in the case of each of clauses (b) through (d) as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

Section 4.05  Governmental Authorities; Consents. Assuming the truth and completeness of the representations and warranties of the Acquiror Parties contained in this Agreement, no action by, consent, approval, permit or authorization of, or designation, declaration or filing with, any Governmental Authority or notice, approval, consent waiver or authorization from any Governmental Authority is required on the part of Blade or any Blade Subsidiary with respect to Blade’s execution, delivery and performance of this Agreement and the Transaction Agreements and the consummation of the Transactions and the transactions contemplated thereby, except for (a) applicable requirements of the HSR Act, the Exchange Act and the Securities Act, (b) the filing of the (i) Certificate of Merger and (ii) the Acquiror Charter, each in accordance with the DGCL, and (c) any actions, consents, approvals, permits or authorizations, designations, declarations or filings, the absence of which would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

Section 4.06  Current Capitalization.

(a)  As of the date hereof, Blade’s authorized capital stock consists of (i) 178,329,409 shares of Blade Common Stock, 10,002,638 of which shares are issued and outstanding, and (ii) 151,185,364 shares of Blade Preferred Stock, 83,044,690 of which shares are issued and outstanding. With respect to the Blade Preferred Stock, (A) 6,500,000 shares are designated as Blade Series A Company Preferred Stock, 6,500,000 of which are issued and outstanding as of the date hereof, (B) 43,000,000 shares are designated as Blade Series B Blade Preferred Stock, 40,369,153 of which are issued and outstanding as of the date hereof, (C) 79,685,364 shares are designated as Blade Series C Blade Preferred Stock, 22,642,414 of which are issued and outstanding as of the date hereof, and (D) 22,000,000 shares are designated as Blade Series C-1 Blade Preferred Stock, 13,533,123 of which are issued and outstanding as of the date hereof. Schedule 4.06(a) sets forth the Equity Securities of Blade outstanding as of the date hereof (including the number and class or series (as applicable)) and the record ownership (including the percentage interests held thereby) thereof). All of the outstanding Equity Securities of Blade have been duly authorized, are fully paid and non-assessable and were not issued in violation of any purchase option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the DGCL, any other applicable Law, the Blade Charter or any Contract to which Blade is a party or by which it or its Equity Securities are bound. As of the date hereof, no Blade Treasury Shares are outstanding. All of Blade’s issued and outstanding Equity Securities were issued in material compliance with applicable Securities Laws. The rights, privileges and preferences of the Blade Preferred Stock are as stated in the Blade Charter and as provided by the DGCL. As of the date hereof, Blade has reserved 31,446,448 shares of Blade Common Stock for issuance to officers, directors, employees, and consultants of Blade and its Subsidiaries pursuant to the Blade Equity Plan, which was duly adopted by Blade’s board of directors and approved by Blade’s stockholders. Of such shares of Blade Common Stock reserved for issuance under the Blade Equity Plan, as of the date hereof, (x) 21,585,562 of such shares are reserved for issuance upon exercise of currently outstanding Blade Options, (y) 6,740,349 of such shares are currently issued and outstanding that were issued upon exercise of Blade Options previously granted under the Blade Equity Plan, and (z) 3,120,537 shares remain available for future awards permitted under the Blade Equity Plan. With respect to each Blade Option, Schedule 4.06(a) sets forth as of the date hereof: (1) the name of the holder thereof; (2) the number of shares of Blade Common Stock issuable upon the exercise of such Blade Option; (3) the exercise price thereof; (4) the date of grant thereof; and (5) the vesting schedule for such Blade Option. Each grant of a Blade Option was made in accordance in all material respects with the terms of the applicable governing plan document and applicable Law. The representations and warranties set forth in this Section 4.06(a) are made solely by Blade and pertain only to Blade and its Subsidiaries.

-34-

(b)  Except as set forth on Schedule 4.06(a) there are no outstanding or authorized Convertible Securities, equity appreciation rights, phantom equity, profit participation or similar compensatory equity or equity-linked awards with respect to the Equity Securities of, or other equity or voting interest in, Blade. No Person is entitled to any preemptive or similar rights to subscribe for Equity Securities of Blade. There are no outstanding contractual obligations of Blade to repurchase, redeem or otherwise acquire any Equity Securities of Blade. There are no outstanding bonds, debentures, notes or other indebtedness of Blade having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter for which Blade’s stockholders may vote. Blade is not party to any stockholders agreement, voting agreement, proxies, registration rights agreement or other agreements or understandings relating to its equity interests.

(c)  (i) There are no declared but unpaid dividends or distributions in respect of any Equity Securities of Blade and (ii) since January 1, 2021, Blade has not made, declared, set aside, established a record date for or paid any dividends or distributions and has not repurchased, redeemed or otherwise acquired any equity interests of Blade, and the board of directors of Blade has not authorized any of the foregoing.

Section 4.07  Capitalization of Subsidiaries.

(a)  The outstanding shares of capital stock or other equity interests of Blade’s Subsidiaries have been duly authorized and validly issued and are fully paid and non-assessable. All of the outstanding Equity Securities in Blade’s Subsidiaries are solely owned by Blade, directly or indirectly, free, and clear of any Liens (other than those, if any, imposed by such Subsidiary’s Organizational Documents and pursuant to applicable Securities Laws) and have not been issued in violation of preemptive or similar rights. Except for Equity Securities owned by Blade or any wholly-owned Subsidiary of Blade, there are no Equity Securities of Blade’s Subsidiaries authorized, reserved, issued or outstanding.

(b)  There are no outstanding or authorized equity appreciation rights, phantom equity, profit participation or similar compensatory equity or equity-linked awards with respect to the Equity Securities of, or other equity or voting interest in, Blade’s Subsidiaries. No Person is entitled to any preemptive or similar rights to subscribe for Equity Securities of Blade’s Subsidiaries. There are no outstanding contractual obligations of any of Blade’s Subsidiaries to repurchase, redeem or otherwise acquire any Equity Securities of any such Subsidiary. There are no outstanding bonds, debentures, notes or other indebtedness of such Blade’s Subsidiaries having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter for which such Subsidiaries’ stockholders may vote. No Subsidiary of Blade is a party to any stockholders agreement, voting agreement, proxies, registration rights agreement or other agreements or understandings relating to its equity interests.

(c)  Except for Equity Securities in any wholly-owned Subsidiary of Blade or as set forth on Schedule 4.07, neither Blade nor any of its Subsidiaries owns any Equity Securities in any Person. No shares of capital stock are held in treasury by any Subsidiary of Blade.

-35-

Section 4.08  Financial Statements.

(a)  Attached as Schedule 4.08(a) hereto are true, correct, accurate and complete copies of (i) the unaudited consolidated balance sheets of Blade and its Subsidiaries as at December 31, 2020, and the related unaudited consolidated statements of income and comprehensive income, stockholders’ equity and cash flows for the years then ended (the “Blade Unaudited Financial Statements”), (ii) the audited consolidated balance sheets of Blade and its Subsidiaries as at December 31, 2019 and December 31, 2018, and the related audited consolidated statements of income and comprehensive income, stockholders’ equity and cash flows for the years then ended, each audited in accordance with GAAP and AICPA standards, together with the auditor’s report thereon (the “Blade AICPA Audited Financial Statements”), and (iii) the unaudited consolidated condensed balance sheet of Blade as at June 30, 2021 (the “Most Recent Balance Sheet”), and the related unaudited consolidated condensed statements of income and comprehensive income, stockholders’ equity and cash flows for the six-month periods ended June 30, 2021 and June 30, 2020 (the “Blade Interim Financial Statements” and, together with the Blade Unaudited Financial Statements, the Blade AICPA Audited Financial Statements and, when delivered by Blade, the Blade Final Audited Financial Statements, the “Blade Financial Statements”). The Blade Financial Statements (A) comply in all material respects with all applicable accounting requirements under the Securities Act and the rules and regulations of the SEC thereunder, (B) present fairly, in all material respects, the consolidated financial position, cash flows, income, changes in equity and results of operations of Blade and its Subsidiaries as of the dates and for the periods indicated in such Blade Financial Statements in conformity with GAAP during the periods involved (except in the case of the Blade Interim Financial Statements for the absence of footnotes and other presentation items and for normal and recurring year-end adjustments in each case, the impact of which is not expected to be material) and (C) were derived from, and accurately reflect, the books and records of Blade and its Subsidiaries. Neither Blade nor any of its Subsidiaries has ever been subject to the reporting requirements of Sections 13(a) and 15(d) of the Exchange Act. The representations and warranties set forth in this Section 4.08(a) are made solely by Blade and pertain only to Blade and its Subsidiaries.

(b)  Blade and its Subsidiaries have established and maintain systems of internal accounting controls that are designed to provide reasonable assurance that (i) all transactions are executed in accordance with management’s authorization, (ii) all transactions are recorded as necessary to permit preparation of proper and accurate financial statements in accordance with GAAP and to maintain accountability for its assets, (iii) it does not maintain any off-the-book accounts and that its assets are used only in accordance with the directives of its management, (iv) access to its assets is permitted only in accordance with management’s authorization, (v) the reporting of its assets is compared with existing assets at regular intervals and verified for actual amounts, and (vi) accounts, notes and other receivables and inventory are recorded accurately, and proper and adequate procedures are implemented to effect the collection of accounts, notes and other receivables on a current and timely basis. All of the financial books and records of Blade and its Subsidiaries are complete and accurate in all material respects and have been maintained in the ordinary course consistent with past practice and in accordance with applicable Laws.

(c)  None of Blade, any of its Subsidiaries or Blade’s independent auditors has identified or been made aware of (after reasonable inquiry) any (i) “significant deficiency” in the internal controls over financial reporting of Blade and its Subsidiaries, (ii) “material weakness” in the internal controls over financial reporting of Blade and its Subsidiaries, or (iii) fraud, whether or not material, that involves management or other employees of Blade or its Subsidiaries who have a significant role in the internal controls over financial reporting of Blade and its Subsidiaries.

-36-

Section 4.09  Undisclosed Liabilities; Indebtedness.

(a)  Except as set forth on Schedule 4.09(a), as of the date hereof, neither Blade nor any of its Subsidiaries has any liability, debt or obligation, whether accrued, contingent, absolute, determined, determinable or otherwise, except for liabilities, debts or obligations (i) reflected or reserved for in the Most Recent Balance Sheet, (ii) that have arisen since January 1, 2021 in the ordinary course of business of Blade and its Subsidiaries, none of which is a liability for a breach of contract, breach of warranty or infringement or violation of Law, (iii) arising under this Agreement or in connection with the performance of Blade’s obligations hereunder, including transaction expenses, (iv) that would not be required to be set forth or reflected on a consolidated balance sheet of Blade and its Subsidiaries prepared in accordance with GAAP or in the footnotes thereto or (v) that are less than $500,000 individually or $1,000,000 in the aggregate. Neither Blade nor any of its Subsidiaries is a party to any “off-balance sheet arrangement” (as defined in Item 303(a) of Regulation S-K promulgated by the SEC).

(b)  Neither Blade nor any of its Subsidiaries has any Indebtedness other than the Indebtedness set forth on Schedule 4.09(b), which schedule sets forth the amounts (including principal and any accrued but unpaid interest or other obligations) with respect to such Indebtedness. Except as disclosed on Schedule 4.09(b), no Indebtedness of Blade nor any of its Subsidiaries contains any restriction upon (i) the prepayment of any of such Indebtedness, (ii) the incurrence of Indebtedness by Blade or its Subsidiaries, or (iii) the ability of Blade or its Subsidiaries to grant any Lien on their respective properties or assets.

Section 4.10  Litigation and Proceedings. Except as described on Schedule 4.10, as of the date hereof, there is no, and since January 1, 2018, there has been no, pending or, to the knowledge of Blade, threatened Actions by, against or affecting Blade or any of its Subsidiaries or any of their properties, rights or assets, in each case, that would reasonably be expected to (a) involve an amount in controversy (not counting insurance deductibles) of at least $500,000 or (b) otherwise be, individually or in the aggregate, material to Blade and its Subsidiaries taken as a whole. There is no, and since January 1, 2018 there has been no, Governmental Order imposed upon or, to the knowledge of Blade, threatened against Blade or any of its Subsidiaries or any of their properties, rights or assets or, to the knowledge of Blade, its current or former directors, officers or equity holders (provided, that any Governmental Order involving the directors, officers or equity holders of Blade must be related to Blade’s business, equity securities or assets). Neither Blade nor any of its Subsidiaries is party to a settlement or similar agreement regarding any of the matters set forth in the two preceding sentences that contains any ongoing obligations, restrictions, or liabilities (of any nature) that would reasonably be expected to be, individually or in the aggregate, material to Blade and its Subsidiaries taken as a whole. To the knowledge of Blade, none of the current or former officers, senior management, or directors of Blade or its Subsidiaries have been charged with, indicted for, arrested for, or convicted of any felony or any crime involving fraud within the past five (5) years.

-37-

Section 4.11  Compliance with Laws.

(a)  Except where the failure to be, or to have been, in compliance with such Laws as has not, and would not, individually or in the aggregate, be material to Blade and its Subsidiaries, taken as a whole, or as otherwise set forth on Schedule 4.11(a), Blade and its Subsidiaries are, and since January 1, 2018, have been, in compliance with all applicable Laws. Blade and its Subsidiaries (and, to the knowledge of Blade, its employees who are legally required to be licensed by a Governmental Authority in order to perform his or her duties with respect to his or her employment with Blade) hold, and since January 1, 2018, have held, all licenses, approvals, consents, registrations, franchises and permits (the “Permits”) necessary for the lawful conduct of Blade’s business as presently conducted and for Blade to own, lease and operate its assets and properties, except where the failure to so hold has not had, and would not be reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Blade has made available to the Acquiror true, correct, and complete copies of all material Permits, all of which are listed on Schedule 4.11(a). From January 1, 2018, (i) to the knowledge of Blade, neither Blade nor any of its Subsidiaries has received any written notice of any violations of applicable Laws, Governmental Orders or Permits and, (ii) to the knowledge of Blade, no assertion or Action of any violation of any Law, Governmental Order or Permit by Blade or any of its Subsidiaries is currently threatened against Blade or any of its Subsidiaries, in each case of the foregoing clauses (i) and (ii), except as has not had, and would not be reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. To the knowledge of Blade, no investigation or review by any Governmental Authority with respect to Blade or any of its Subsidiaries is pending or threatened, and no such investigations have been conducted by any Governmental Authority since January 1, 2018, in each case, except as has not had, and would not be reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

(b)  Without limiting the generality of Section 4.11(a), as to each product or product candidate of Blade or its Subsidiaries subject to the jurisdiction of the U.S. Food and Drug Administration (“FDA”) under the Federal Food, Drug, and Cosmetic Act (21 U.S.C. §§ 301 et seq.) and the regulations promulgated thereunder (“FDCA”) that is or is proposed to be manufactured, packaged, labeled, tested, distributed, sold, and/or marketed by Blade (each such product or product candidate, a “Blade Product”), such Blade Product is being or will be manufactured, packaged, labeled, tested, distributed, sold and/or marketed by Blade in compliance in all material respects with all applicable requirements under FDCA and similar laws, rules and regulations relating to registration, investigational use, premarket clearance, licensure, or application approval, good manufacturing practices, good laboratory practices, good clinical practices, product listing, quotas, labeling, advertising, record keeping and filing of reports. There is no pending, completed or, to the knowledge of Blade, threatened, action (including any lawsuit, arbitration, or legal or administrative or regulatory proceeding, charge, complaint, or investigation) against Blade or its Subsidiaries, and Blade has not received any written notice, warning letter or other communication from the FDA or any other governmental entity, which (i) contests the premarket clearance, licensure, registration, or approval of, the uses of, the distribution of, the manufacturing or packaging of, the testing of, the sale of, or the labeling and promotion of any Blade Product, (ii) withdraws its approval of, requests the recall, suspension, or seizure of, or withdraws or orders the withdrawal of advertising or sales promotional materials relating to, any Blade Product, (iii) imposes a clinical hold on any clinical investigation by Blade or its Subsidiaries, (iv) enjoins production at any facility of or contracted with Blade or its Subsidiaries, (v) enters or proposes to enter into a consent decree of permanent injunction with Blade or its Subsidiaries, or (vi) otherwise alleges any violation of any laws, rules or regulations by Blade or its Subsidiaries, and which, either individually or in the aggregate, is or would reasonably be expected to be material to Blade and its Subsidiaries.

(c)  In addition, and also without limiting the generality of Section 4.11(a), Blade and its Subsidiaries are, and since January 1, 2018, have been, in compliance in all material respects with all applicable statutes, rules and regulations applicable to the Health Care Laws (as defined below). Neither Blade nor its Subsidiaries has received written notice of any claim, action, suit, proceeding, hearing, enforcement, investigation, arbitration or other action from any court or arbitrator or governmental or regulatory authority or third party alleging that any product operation or activity is in material violation of any Health Care Laws, and, to the knowledge of Blade, no such claim, action, suit, proceeding, hearing, enforcement, investigation, arbitration or other action is threatened. Neither Blade nor its Subsidiaries, and none of its officers, directors, or employees or, to the knowledge of Blade, contractors or agents, is a party to any corporate integrity agreements, monitoring agreements, consent decrees, settlement orders, or similar agreements with or imposed by any governmental or regulatory authority. Additionally, neither Blade nor its Subsidiaries nor any of its officers, directors or employees or, to the knowledge of Blade, contractors or agents has been excluded, suspended or debarred from participation in any U.S. federal health care program or human clinical research or, to the knowledge of Blade, is subject to a governmental inquiry, investigation, proceeding, or other similar action that could reasonably be expected to result in debarment, suspension, or exclusion. Blade and its Subsidiaries have filed, obtained, maintained or submitted all material reports, documents, forms, notices, applications, records, claims, submissions and supplements or amendments as required by the Health Care Laws, and all such reports, documents, forms, notices, applications, records, claims, submissions and supplements or amendments were timely, complete, accurate and not misleading on the date filed in all material respects (or were corrected or supplemented by a subsequent submission).

-38-

Section 4.12  Material Contracts; No Defaults.

(a)  Schedule 4.12(a) contains a true and complete listing of all Contracts described in clauses (i) through (xxii) of this Section 4.12(a) to which, as of the date of this Agreement, Blade or any of its Subsidiaries is a party or by which any of their respective assets is bound (together with all material amendments, waivers or other changes thereto) other than any purchase orders entered into in the ordinary course of business and any Blade Benefit Plans and Foreign Plans (all such Contracts as described in clauses (i) through (xxii), collectively, the “Material Contracts”). True, correct, and complete copies of the Material Contracts have been delivered to or made available to Acquiror or its agents or Representatives.

(i)  Each Contract that by its terms (individually or with all related Contracts) provides for aggregate payments or consideration furnished (A) by Blade or by any of its Subsidiaries or (B) to Blade or to any of its Subsidiaries, in each case, of more than $500,000 in the calendar year ended December 31, 2020, or any subsequent calendar year or $1,000,000 in the aggregate;

(ii)  Each Contract relating to Indebtedness (whether incurred, assumed, guaranteed, or secured by any asset) with a principal amount (including the amount of any undrawn but available commitments thereunder) in excess of $500,000;

(iii)  Each Contract that is a purchase and sale or similar agreement for the acquisition (whether by merger, equity acquisition or otherwise) of any Person or any business unit thereof or the disposition of any material assets or Equity Securities of Blade or any of its Subsidiaries, in each case, (A) involving payments in excess of $500,000 (other than in the ordinary course of business consistent with past practice) and (B) pursuant to which there are any material ongoing obligations;

(iv)  Each lease, rental or occupancy agreement, license, installment and conditional sale agreement and each other Contract with outstanding obligations that (A) provides for the ownership of, leasing of, occupancy of, title to, use of, or any leasehold or other interest in any real or personal property and (B) involves aggregate payments in excess of $500,000 in any calendar year or $1,000,000 in the aggregate, other than sales or purchase agreements in the ordinary course of business and sales of obsolete equipment;

(v)  Each joint venture Contract, profit-sharing, agreement establishing an entity that is a partnership, limited liability company agreement or similar Contract (other than Contracts solely between or among Blade and any of its Subsidiaries);

(vi)  Each Contract requiring capital expenditures by Blade or its Subsidiaries after the date of this Agreement in an amount in excess of $250,000 in the aggregate (including pursuant to any joint venture);

(vii)  Each Contract expressly prohibiting or restricting in any material respect the ability of Blade or its Subsidiaries (A) to engage in any business, to solicit any Person (including any non-competition covenants, employee and customer non-solicit covenants, exclusivity restrictions, rights of first refusal or most-favored pricing clauses, but excluding customary non-solicitation and no-hire provisions entered into in the ordinary course of business), to operate in any geographical area, to sell or provide any service or product or to compete with any Person, in each case, in any material respect or (B) to purchase or acquire an interest in any other Person;

(viii)  Each Contract that relates to the development, ownership, licensing or use of any Intellectual Property by, to or from Blade or any of its Subsidiaries;

(ix)  Each Contract that is between Blade or any of its Subsidiaries and any directors, officers, or employees of Blade or any of its Subsidiaries (other than standard form employee invention assignment agreements, confidentiality agreements, consulting agreements, independent contractor agreements, at-will employment offer letters or agreements and similar Contracts entered into with service providers in the ordinary course of business consistent with past practice), including all non-competition, severance and indemnification agreements;

(x)  Each employment Contract with any individual that (A) provides for annual base salary in excess of $300,000, (B) provides for the payment or accelerated vesting of any compensation or benefits in connection with the consummation of the Transactions, including any severance in excess of that which is required by applicable Laws, retention, change of control, transaction, or similar payments, or (C) otherwise restricts the ability of Blade or any of its Subsidiaries to terminate employment or engagement of such individual at any time for any reason or no reason without penalty or liability other than in the ordinary course of business or as otherwise required by Law;

(xi)  Each collective bargaining agreement or other Contract (each, a “CBA”) with Blade or any of its Subsidiaries, on the one hand, and any labor union, labor organization or works council representing employees of Blade or such Subsidiary, on the other hand;

(xii)  Each Contract that is a settlement, conciliation, or similar agreement with any Governmental Authority or pursuant to which Blade or any of its Subsidiaries will have any outstanding obligation in excess of $250,000 after the date of this Agreement;

-39-

(xiii)  Any Contract solely between or among Blade and any of its Subsidiaries which is material to Blade and its Subsidiaries taken as a whole;

(xiv)  Any Contract with (A) any Affiliate of Blade (other than a Subsidiary of Blade) or (B) any Affiliate or family member of any Pre-Closing Holder, in each case, that is material to Blade or its Subsidiaries or under which Blade or its Subsidiary has material Liabilities;

(xv)  Any Contract that is a currency or interest hedging arrangement or involves any exchange traded, over the counter or other swap, cap, floor, collar, futures contract, forward contract, option or other derivative financial instrument or Contract, based on any commodity, security, instrument, asset, rate or index of any kind or nature whatsoever, whether tangible or intangible;

(xvi)  Each Contract with any Top Vendor of Blade or its Subsidiaries;

(xvii)  Each Contract that obligates Blade or any of its Subsidiaries to provide a guarantee of the obligations of a third party after the date hereof in excess of $250,000;

(xviii)  Each Contract that relates to a material settlement entered into within the three (3) years prior to the date of this Agreement under which Blade has outstanding obligations that are either in excess of $250,000 or otherwise material to Blade (and, for the avoidance of doubt, excluding customary confidentiality obligations);

(xix)  Each Contract that provides another Person (other than any manager, director, or officer of Blade) with a power of attorney with respect to Blade or any of its Subsidiaries;

(xx)  Each Contract that relates to any merger, consolidation or other business combination between Blade or any of its Subsidiaries, on the one hand, and any other Person, on the other hand, or Blade’s or any of its Subsidiaries’ acquisition or disposition of any other entity, material business or material assets;

(xxi)  Each Contract not otherwise described in any subsection of this Section 4.12(a) that will be required to be filed with the Registration Statement under applicable SEC requirements or would otherwise be required to be filed by Blade as an exhibit for a Form S-1 pursuant to Items 601(b)(1), (2), (4), (9) or (10) of Regulation S-K under the Securities Act as if Blade was the registrant; and

(xxii)  Any commitment to enter into agreement of the type described in clauses (i) through (xxi) of this Section 4.12(a).

(b)  Except for any Contract that has terminated or will terminate upon the expiration of the state term thereof prior to the Closing Date, and except as would not reasonably be expected to be, individually or in the aggregate, material to Blade and its Subsidiaries, taken as a whole, as of the date of this Agreement, each Material Contract is (i) in full force and effect and (ii) represents the legal, valid and binding obligations of Blade or one of its Subsidiaries that is a party thereto and, to the knowledge of Blade, represents the legal, valid and binding obligations of the other parties thereto, in each case, subject to the Enforceability Exceptions. Except as has not been, and would not reasonably be expected to be, individually or in the aggregate, material to Blade and its Subsidiaries taken as a whole, (u) Blade has not waived any material rights under any such Material Contract, (v) the consummation of the transactions contemplated by this Agreement will not affect the validity or enforceability of any Material Contract, (w) neither Blade nor any of its Subsidiaries nor, to the knowledge of Blade, any other party thereto is or is alleged to be in breach of or default under any Material Contract and to the knowledge of Blade no event has occurred that with the passage of time or giving of notice or both would constitute a material breach or default by Blade, or permit termination or acceleration by the other party thereto, under such Material Contract, (x) since January 1, 2020, neither Blade nor any of its Subsidiaries has received any written claim or notice of breach of or default under any such Material Contract, (y) to the knowledge of Blade, no event has occurred which individually or together with other events, would reasonably be expected to result in a breach of or a default under any such Material Contract (in each case, with or without notice or lapse of time or both), and (z) no party to any such Material Contract that is a customer of or supplier to Blade or any of its Subsidiaries has, within the past 12 months, canceled or terminated its business with, or threatened in writing to cancel or terminate its business with, Blade or any of its Subsidiaries.

-40-

Section 4.13  RESERVED.

Section 4.14  Blade Benefit Plans.

(a)  Schedule 4.14(a) sets forth a true and complete list of each material Blade Benefit Plan and each material Foreign Plan; provided, however, that any individual employment agreement (or offer letter) or individual consulting agreement that, in either case, is consistent in all material respects with the applicable template listed on Schedule 4.14(a), shall not be required to be listed on Schedule 4.14(a). For purposes of this Agreement a “Blade Benefit Plan” means each “employee benefit plan” as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), and any equity ownership, equity purchase, equity option, phantom equity, equity or other equity-based incentive award, severance, employment, consulting, retention, change-in-control, fringe benefit, bonus, incentive, deferred compensation, employee loan and all other benefit or compensation plans, agreements, programs, policies, Contracts or other arrangements, whether or not subject to ERISA, which are contributed to, required to be contributed to, sponsored by or maintained by Blade or any of its Subsidiaries for the benefit of any Blade Service Provider or any of its Subsidiaries or under or with respect to which Blade or any of its Subsidiaries has any liability or obligation, contingent or otherwise, in any case, excluding any (i) statutory plan, program or arrangement that is both required under applicable Laws and maintained by Governmental Authority, (ii) Multiemployer Plan and (iii) Foreign Plan.

(b)  With respect to each Blade Benefit Plan and Foreign Plan of Blade listed on Schedule 4.14(a), Blade has delivered or made available to Acquiror copies of (i) such Blade Benefit Plan or Foreign Plan, as applicable, and any trust agreement or other funding instrument relating to such plan, (ii) the most recent summary plan description, if any, required under ERISA with respect to such Blade Benefit Plan, (iii) the most recent annual report on Form 5500 and all attachments with respect to such Blade Benefit Plan (if applicable), (iv) the most recent actuarial valuation (if applicable) relating to such Blade Benefit Plan or Foreign Plan, as applicable, (v) the most recent determination or opinion letter, if any, issued by the Internal Revenue Service (“IRS”) with respect to such Blade Benefit Plan, and (vi) any material or non-routine correspondence with any Governmental Authority within the past three years.

(c)  Except as would not, individually or in the aggregate, reasonably be expected to result in material liability to Blade and its Subsidiaries, taken as a whole, (i) each Blade Benefit Plan has been established, maintained, funded and in compliance with its terms and all applicable Laws, including ERISA and the Code, and (ii) all contributions, premiums or other payments that are due with respect to any Blade Benefit Plan have been made and all such amounts due for any period ending on or before the Closing Date have been made or properly accrued and reflected in Blade’s financial statements to the extent required by GAAP.

-41-

(d)  Each Blade Benefit Plan which is intended to be qualified within the meaning of Section 401(a) of the Code (A) has received a favorable determination or opinion letter as to its qualification or (B) has been established under a standardized master and prototype or volume submitter plan for which a current favorable IRS advisory letter or opinion letter has been obtained by the plan sponsor and is valid as to the adopting employer, and, to Blade’s knowledge, nothing has occurred, whether by action or failure to act, that could reasonably be expected to adversely affect such qualification.

(e)  (i) No event has occurred and no condition exists that would subject Blade or any of its Subsidiaries, either directly or by reason of their affiliation with an ERISA Affiliate, to any material tax, fine, Lien, penalty or other liability imposed by ERISA, the Code or other applicable Law, (ii) there do not exist any pending or, to Blade’s knowledge, threatened Actions (other than routine claims for benefits), audits or investigations with respect to any Blade Benefit Plan, (iii) there have been no “prohibited transactions” within the meaning of Section 4975 of the Code or Sections 406 or 407 of ERISA and not otherwise exempt under Section 408 of ERISA, and (iv) no breaches of fiduciary duty (as determined under ERISA) with respect to any Blade Benefit Plan have occurred that, in each case, either individually or in the aggregate, could reasonably be expected to result in material liability to Blade and any of its Subsidiaries, taken as a whole.

(f)  No Blade Benefit Plan provides, nor has Blade or any of its Subsidiaries incurred, any current or projected liability in respect of post-employment or post-retirement or post-termination health, medical or life insurance benefits for current, former or retired Blade Service Provider, except (i) as required to avoid an excise tax under Section 4980B of the Code (“COBRA”) or similar applicable Law, (ii) coverage through the end of the calendar month in which a termination of employment occurs, or (iii) pursuant to an applicable agreement, plan or policy listed on Schedule 4.14(a) (including a template) requiring Blade or any of its Subsidiaries to pay or subsidize COBRA premiums for a terminated employee following the employee’s termination. Neither Blade nor any of its Subsidiaries has incurred (whether or not assessed) any material Tax or other penalty with respect to the reporting requirements under Sections 6055 and 6056 of the Code, as applicable, or under Section 4980B, 4980D or 4980H of the Code.

(g)  None of Blade, any of its Subsidiaries, or its ERISA Affiliates sponsors, maintains, contributes to, is required to contribute to, or otherwise has or could reasonably be expected to have any current or contingent liability or obligation under or with respect to: (i) a multiemployer plan (as defined in Section 3(37) of ERISA or Section 4001(a)(3) of the Code) (a “Multiemployer Plan”), (ii) a “defined benefit plan” (as defined in Section 3(35) of ERISA) or any plan that is or was subject to Section 302 or Title IV of ERISA or Section 412 or Section 4971 of the Code, (iii) a “multiple employer plan” (within the meaning of Section 210 of ERISA or 413(c) of the Code), or (iv) a “multiple employer welfare arrangement” (as defined in Section 3(40) of ERISA). For purposes of this Agreement, “ERISA Affiliate” means, with respect to Blade, any Person or entity (whether or not incorporated) other than Blade or a Subsidiary of Blade that, together with Blade, is under common control or treated as one employer under Section 4001(b)(1) of ERISA or Section 414(b), (c), (m), or (o) of the Code. Except as would not reasonably be expected to, individually or in the aggregate, constitute a Company Material Adverse Effect, neither Blade nor any of its Subsidiaries has any current or contingent liability or obligation on account of at any time being considered a single employer under Section 414 of the Code with any other Person.

(h)  Except as set forth on Schedule 4.14(h), neither the execution and delivery of this Agreement by Blade nor the consummation of the Merger will (whether alone or in connection with any other event(s)) (i) result in the acceleration, funding, vesting or creation of any rights of any current or former Blade Service Provider to any compensatory payments or benefits or increases in any compensatory payments or benefits (including any loan forgiveness) under any Blade Benefit Plan (or under any arrangement that would be a Blade Benefit Plan if in effect as of the date of this Agreement), (ii) result in the payment to any current or former Blade Service Provider of any severance payments, or any increase in severance payments or benefits upon any termination of employment or service, or (iii) result in any “excess parachute payment” within the meaning of Section 280G of the Code (or corresponding provision of state law) to any Blade Service Provider who is a “disqualified individual” within the meaning of Section 280G of the Code.

-42-

(i)  Except as set forth on Schedule 4.14(i), neither Blade nor any of its Subsidiaries maintains any obligations to gross-up or reimburse any individual for any Tax or related interest or penalties incurred by such individual, including under Sections 409A or 4999 of the Code or otherwise.

(j)  Each Blade Benefit Plan that is a “nonqualified deferred compensation plan” within the meaning of Section 409A(d)(1) of the Code is in material documentary compliance with, and has been maintained, operated, and administered in all material respects in compliance with, Section 409A of the Code, and all applicable regulations, other guidance issued, and notices issued thereunder.

(k)  With respect to each Foreign Plan, (i) all employer and employee contributions to each Foreign Plan required by Law or by the terms of such Foreign Plan have been timely made in all material respects, or, if applicable, accrued in accordance with normal accounting practices; (ii) each Foreign Plan required to be registered has been registered and has been maintained in good standing in all material respects with applicable regulatory authorities; and (iii) no Foreign Plan is a defined benefit plan (as defined in ERISA, whether or not subject to ERISA) or has any material unfunded or underfunded liabilities. For purposes of this Agreement a “Foreign Plan” means each “employee benefit plan” as defined in Section 3(3) of ERISA, and any equity ownership, equity purchase, equity option, phantom equity, equity or other equity-based incentive award, severance, employment, consulting, retention, change-in-control, fringe benefit, bonus, incentive, deferred compensation, employee loan and all other benefit or compensation plans, agreements, programs, policies, Contracts or other arrangements, whether or not subject to ERISA, which are contributed to, required to be contributed to, sponsored by or maintained by Blade or any of its Subsidiaries for the benefit of any Blade Service Provider or under or with respect to which Blade or any of its Subsidiaries has any liability or obligation, contingent or otherwise, in each case, that is subject to the Laws of a jurisdiction other than the United States (whether or not United States Law also applies) and in any case, excluding any (i) statutory plan, program or arrangement that is both required under applicable Laws and maintained by Governmental Authority and (ii) Multiemployer Plan.

(l)  Each Blade Option intended to qualify as an “incentive stock option” under the Code so qualifies to the maximum extent permitted by the Code and each such grant was properly accounted for in accordance with GAAP in the financial statements (including the related notes) of Blade.

Section 4.15  Labor Matters.

(a)  Neither Blade nor any of its Subsidiaries is party to or bound by any CBA and no employees of Blade are represented by any labor union, other labor organization or works council with respect to their employment with Blade or any of its Subsidiaries. There are, and since January 1, 2018 there have been, no pending, or to the knowledge of Blade, threatened (i) labor organizing activities or representation or certification proceedings by any labor union, works council or other labor organization to organize any of Blade Employees, and (ii) material labor disputes, labor grievances, labor arbitrations, unfair labor practice charges, strikes, lockouts, picketing, hand billing, slowdowns, concerted refusals to work overtime, or work stoppages against or affecting Blade or any of its Subsidiaries.

(b)  Except as set forth on Schedule 4.15(b) or except where the failure to be, or to have been, in compliance with such Laws as has not, and would not, individually or in the aggregate, reasonably be expected to result in material liability to Blade and its Subsidiaries, taken as a whole, Blade and its Subsidiaries are, and since January 1, 2018 have been, in compliance in all material respects with all applicable Laws regarding labor, employment and employment practices, including all Laws respecting terms and conditions of employment, health and safety, employee classification (including the classification of independent contractors and exempt and non-exempt employees), discrimination, harassment or retaliation, whistleblowing, wages and hours, immigration (including the completion of Forms I-9 for all U.S. employees and the proper confirmation of employee visas), disability rights or benefits, equal opportunity, plant closures and layoffs (including the WARN Act), COVID-19, affirmative action, workers’ compensation, labor relations, employee leave issues, employee trainings and notices, and unemployment insurance.

-43-

(c)  Except as would not, individually or in the aggregate, reasonably be expected to result in material liability to Blade and its Subsidiaries, taken as a whole: (i) Blade and its Subsidiaries have fully and timely paid all wages, salaries, wage premiums, commissions, bonuses, severance and termination payments, fees, and other compensation that have come due and payable to Blade’s current or former directors, officers, employees or independent contractors under applicable Law, Contract or company policy, and (ii) each individual who is providing, or since January 1, 2018, has provided, services to Blade or its Subsidiaries and is, or was, classified and treated as an independent contractor, consultant, leased employee, or other non-employee service provider, is, and has been, properly classified and treated as such for all applicable purposes.

(d)  To the knowledge of Blade, no Key Employee is in any material respect in violation of any term of any employment agreement, nondisclosure agreement, common law nondisclosure obligation, fiduciary duty, noncompetition agreement, nonsolicitation agreement, restrictive covenant or other obligation: (i) owed to Blade or any of its Subsidiaries; or (ii) owed to any third party with respect to such person’s right to be employed or engaged by Blade or any of its Subsidiaries.

(e)  Blade and its Subsidiaries have reasonably investigated all formal sexual harassment or other discrimination, or unlawful retaliation allegations raised in the last three years against any Key Employee. With respect to each such allegation with potential merit, Blade or its applicable Subsidiary has taken prompt corrective action.

(f)  No material employee layoff, facility closure or shutdown (whether voluntary or by Governmental Order), reduction-in-force, furlough, temporary layoff, material work schedule change or reduction in hours, salary or wages, or other workforce changes affecting Blade Employees has occurred since March 1, 2020, or is currently contemplated, planned or announced, including as a result of COVID-19 or any COVID-19 Measures.

(g)  Since January 1, 2018, neither Blade nor any of its Subsidiaries has implemented any plant closing or employee layoffs that would trigger notice obligations under the WARN Act.

(h)  Since January 1, 2020, Blade has not received written notice that any Key Employee intends to terminate his or her employment with Blade prior to the one-year anniversary of the Closing.

Section 4.16  Taxes.

(a)  All material Tax Returns required by Law to be filed by Blade and its Subsidiaries have been duly filed with the appropriate Governmental Authority, and all such Tax Returns are true, correct, and complete in all material respects.

-44-

(b) All material amounts of Taxes due and owing by Blade and its Subsidiaries (whether or not reflected on any Tax Return) have been duly paid to the appropriate Governmental Authority, and since the date of the Most Recent Balance Sheet, neither Blade nor any of its Subsidiaries has incurred or accrued any material Tax liability or material amounts of taxable income or gain outside the ordinary course of business other than any liabilities incurred in connection with the Transactions.

(c) Blade and each of its Subsidiaries has (i) withheld and deducted all material amounts of Taxes required to have been withheld or deducted by it in connection with amounts paid or owed to any employee, independent contractor, creditor, member, or any other third party, (ii) duly and timely remitted such amounts to the appropriate Governmental Authority, and (iii) complied in all material respects with applicable Laws with respect to Tax withholding, including all reporting and record keeping requirements.

(d) Neither Blade nor any of its Subsidiaries is engaged in any material audit, administrative proceeding, or judicial proceeding with respect to Taxes. Neither Blade nor any of its Subsidiaries is the subject of any dispute or claim with respect to a material amount of Taxes, other than disputes or claims that have been resolved, and no such claims have been threatened in writing. All material deficiencies for Taxes asserted or assessed in writing against Blade or any of its Subsidiaries have been fully and timely (taking into account applicable extensions) paid, settled, or withdrawn. No written claim has been made by any Governmental Authority in a jurisdiction where Blade or its Subsidiaries does not file a Tax Return that such entity is or may be subject to material Taxes or required to file a Tax Return in respect of material Taxes in that jurisdiction. There are no outstanding agreements extending or waiving the statutory period of limitations applicable to any claim for, or the period for the collection or assessment or reassessment of, material Taxes of Blade or any of its Subsidiaries, and no written request for any such waiver or extension is currently pending.

(e) Neither Blade nor any of its Subsidiaries (nor any predecessor thereof) has constituted either a “distributing corporation” or a “controlled corporation” in a distribution of stock qualifying for income tax-free treatment under Section 355 of the Code (or so much of Section 356 of the Code as relates to Section 355 of the Code) in the two years prior to the date of this Agreement.

(f) Neither Blade nor any of its Subsidiaries has been a party to any “listed transaction” within the meaning of Treasury Regulations Section 1.6011-4(b)(2) (or any similar or corresponding provision of state, local or foreign Law).

(g) Neither Blade nor any of its Subsidiaries will be required to include any material item of income in, or exclude any material item of deduction from, taxable income for any taxable period (or portion thereof) ending after the Closing Date as a result of any: (i) change in, or use of an improper, method of accounting for a taxable period (or portion thereof) ending on or prior to the Closing Date and made prior to the Closing; (ii) “closing agreement” as described in Section 7121 of the Code (or any corresponding or similar provision of state, local or foreign Law) entered into prior to the Closing; (iii) installment sale or open transaction disposition made prior to the Closing; (iv) intercompany transactions or any excess loss account described in Treasury Regulations under Section 1502 of the Code (or any corresponding or similar provision of state, local or foreign Law); or (v) prepaid amount or deferred revenue received prior to the Closing outside the ordinary course of business. Neither Blade nor any of its Subsidiaries will be required to make any payment after the Closing Date as a result of an election under Section 965(h) of the Code.

(h) There are no Liens with respect to Taxes on any of the assets of Blade and its Subsidiaries, other than Liens for Taxes not yet due and payable.

-45-

(i) Neither Blade nor any of its Subsidiaries (i) has been a member of an affiliated, combined, consolidated, unitary or other group for Tax purposes other than such a group that includes only Blade and its Subsidiaries, or (ii) has any material liability for or in respect of the Taxes of any Person (other than Blade or its Subsidiaries) (A) as a result of being a member of an affiliated, combined, consolidated, unitary or other group for Tax purposes, including under Treasury Regulations Section 1.1502-6 (or any similar or corresponding provision of state, local or foreign Law) or (B) as a transferee or successor, by Contract, assumption or operation of law, or otherwise (except, in each case, for (1) liabilities pursuant to customary commercial contracts entered into in the ordinary course of business and not primarily relating to Taxes and (2) agreements solely among Blade and its Subsidiaries).

(j) Neither Blade nor any of its Subsidiaries is a party to, or bound by, or has any obligation to any Governmental Authority or other Person under any Tax allocation, Tax sharing, Tax indemnification or similar agreement or arrangement (except, in each case, for (1) liabilities pursuant to customary commercial contracts entered into in the ordinary course of business and not primarily relating to Taxes and (2) agreements solely among Blade and its Subsidiaries).

(k) Schedule 4.16(a)(k) sets forth the classification of Blade and each of its Subsidiaries for U.S. federal income Tax purposes.

(l) As of the date hereof, neither Blade nor any of its Subsidiaries has taken any action (or caused any action to be taken), or is aware of any fact or circumstance, that, individually or in the aggregate, would reasonably be expected to prevent the Merger from qualifying for the Intended Income Tax Treatment.

Section 4.17 Insurance.

(a) Schedule 4.17(a) contains a list of all material policies or programs of self-insurance of property, fire and casualty, product liability, workers’ compensation and other forms of insurance held by, or for the benefit of, Blade or its Subsidiaries as of the date of this Agreement (by policy number, insurer, coverage period, coverage amount and type of policy). With respect to each such insurance policy required to be listed on Schedule 4.17(a), except as has not had or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (a) all premiums due have been timely paid, (b) the policy is legal, valid, binding and enforceable in accordance with its terms and, except for policies that have expired under their terms in the ordinary course, is in full force and effect, (c) neither Blade nor any of its Subsidiaries is in breach or default (including any such breach or default with respect to the payment of premiums or the giving of notice), and, to Blade’s knowledge, no event has occurred which, with notice or the lapse of time or both, would constitute such a breach or default, or permit termination or modification, under the policy, and to the knowledge of Blade, no such action has been threatened, and (d) as of the date hereof, no written notice of cancellation, non-renewal, disallowance or reduction in coverage or claim or termination has been received other than in connection with ordinary renewals. Neither Blade nor any of its Subsidiaries has any self-insurance or co-insurance programs. In the past three (3) years, neither Blade nor any of its Subsidiaries has received any notice from, or on behalf of, any insurance carrier relating to or involving any adverse change or any change other than in the ordinary course of business, in the conditions of insurance, any refusal to issue an insurance policy or non-renewal of a policy.

(b) Schedule 4.17(b) identifies each individual insurance claim in excess of $50,000 made by Blade or any of its Subsidiaries in the past three (3) years. Blade has reported to its insurers all claims and pending circumstances that would reasonably be expected to result in a claim, except where such failure to report such a claim would not be reasonably likely to be material to Blade or its Subsidiaries taken as a whole. To the knowledge of Blade, no event has occurred, and no condition or circumstance exists, that would reasonably be expected to (with or without notice or lapse of time) give rise to or serve as a basis for the denial of any such material insurance claim. Blade has not made any claim against an insurance policy as to which the insurer is denying coverage.

-46-

Section 4.18 Permits. Blade and its Subsidiaries, hold all Permits necessary for the lawful conduct of the business of Blade and its Subsidiaries as presently conducted and to own, lease and operate its assets and properties, except where the failure to so hold has not had, and would not be reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, and are in compliance with the terms of all Permits necessary for the ownership and operation of its business and assets, and all such Permits are in full force and effect. No event has occurred with respect to any material Permits which permits, or after the giving of notice or lapse of time or both would permit, revocation, cancellation or termination thereof, or would result in any other material impairment of the rights of the holder of any such material Permit, except where the revocation, cancellation, termination or material impairment would not reasonably be expected to be, individually or in the aggregate, material to Blade and its Subsidiaries, taken as a whole, or materially impair the ability Blade or its Subsidiaries on a timely basis to consummate the transactions contemplated by this Agreement or the Transaction Agreements to which Blade is party or bound or to perform its obligations hereunder or thereunder. Neither Blade nor any of its Subsidiaries is in violation in any material respect of the terms of any material Permit, and neither Blade nor any of its Subsidiaries has received any written or, to the knowledge of Blade, oral notice of any Actions relating to the revocation or modification of any material Permit. Except as would not reasonably be expected to be, individually or in the aggregate, material to Blade and its Subsidiaries taken as a whole, there is no pending or, to the knowledge of Blade, threatened (orally or in writing) legal proceeding with any Governmental Authority having jurisdiction or authority over the operations of Blade or any of its Subsidiaries that would reasonably be expected to impair the validity of any Permit, or result in the revocation, cancellation, termination or material impairment of any Permit.

Section 4.19 Equipment and Other Tangible Property. Blade or one of its Subsidiaries owns and has good title to all material equipment and other material tangible property and assets reflected on the books of Blade and its Subsidiaries as owned by Blade or one of its Subsidiaries, free and clear of all Liens other than Permitted Liens, except as would not be material, individually or in the aggregate, to Blade and its Subsidiaries, taken as a whole. Except as set forth in Schedule 4.19, all such material equipment, other tangible property and assets are in operating condition and repair in all material respects (reasonable wear and tear excepted consistent with the age of such items) and are suitable for their present use in the business of Blade and its Subsidiaries.

Section 4.20 Real Property.

(a) Schedule 4.20(a) contains a true, correct and complete list, as of the date of this Agreement, of all Leased Real Property of Blade and its Subsidiaries, including the address of each Leased Real Property. Blade has made available to Acquiror true, correct and complete copies of the material Contracts pursuant to which Blade or any of its Subsidiaries use or occupy (or have been granted an option to use or occupy) the Leased Real Property or is otherwise a party with respect to the Leased Real Property (the “Leases”), and in the case of any oral Leased Real Property Lease, a written summary of the material terms of such Leased Real Property. Blade or one of its Subsidiaries has a valid and subsisting leasehold estate in all Leased Real Property, and to the knowledge of Blade, there are no material disputes with respect to any material Lease, in each case, subject only to Permitted Liens. With respect to each Lease and except as would not be, individually or in the aggregate, material to Blade or its Subsidiaries, taken as a whole, (i) such Lease is valid, binding and enforceable and in full force and effect against Blade or one of its Subsidiaries and, to Blade’s knowledge, the other party thereto, subject to the Enforceability Exceptions, and each such Lease is in full force and effect, (ii) no Lease has been amended or modified except as reflected in the modifications, amendments, supplements, waivers and side letters made available to Acquiror, (iii) neither Blade nor any of its Subsidiaries has received or given any written notice of default or breach under any of the Leases and to the knowledge of Blade, neither Blade nor its Subsidiaries has received oral notice of any default or breach that has not been cured, and (iv) to the knowledge of Blade, there does not exist under any Lease any event or condition which, with notice or lapse of time or both, would become a default or breach by Blade or one of its Subsidiaries or, in each case, to Blade’s knowledge, the other party thereto.

-47-

(b) Neither Blade nor any of its Subsidiaries is in material default or material violation of, or not in material compliance with, any legal requirements applicable to its occupancy of the Leased Real Property.

(c) Neither Blade nor any of its Subsidiaries owns any land, buildings, or other real property.

Section 4.21 Intellectual Property and IT Security.

(a) Schedule 4.21(a) sets forth a complete and correct list of all registrations or applications for the following that are included in the Blade Intellectual Property: (A) trademarks, (B) patents, (C) copyrights, and (D) internet domain names, specifying as to each item, as applicable, the owner(s) of record, jurisdiction of application or registration, the application or registration number and the date of application or registration (“Registered Intellectual Property”). Excluding any pending applications included in the Registered Intellectual Property, each item of material Registered Intellectual Property is subsisting, valid and, to the knowledge of Blade, enforceable. To the knowledge of Blade, pending applications in the Registered Intellectual Property are subsisting and seek valid and enforceable Intellectual Property. Blade or one of its Subsidiaries (i) solely and exclusively owns all right, title and interest in and to the Owned Intellectual Property and (ii) to the knowledge of Blade, has the contractual right to use pursuant to a valid and enforceable written license all other Intellectual Property used in or necessary for the operation of the respective businesses of Blade and its Subsidiaries, as presently conducted (“Licensed Intellectual Property”), in each case, free and clear of all Liens other than Permitted Liens.

(b) To the knowledge of Blade, neither the execution of this Agreement nor the consummation of the Transactions will result in: (i) the loss or impairment of Blade’s or its Subsidiaries’ right to own or use any of its material Blade Intellectual Property, or (ii) the payment of any additional consideration for Blade’s or its Subsidiaries’ right to own or use any of the Blade Intellectual Property.

(c) There is not, and there has not in the last six (6) years been, any Action pending, threatened or received in writing, by Blade or its Subsidiaries with respect to Blade Intellectual Property, except as would not be expected to be material to Blade or its Subsidiaries. To the knowledge of Blade, neither Blade, nor any of its Subsidiaries nor the conduct of their respective businesses as presently conducted, infringes, misappropriates or otherwise violates, or has, in the past six (6) years, infringed, misappropriated or otherwise violated, any Intellectual Property of any third party. To the knowledge of Blade, no third party is currently infringing, misappropriating, diluting or otherwise violating, or has, in the last six (6) years, infringed, misappropriated, diluted or otherwise violated, any of the Blade Intellectual Property as presently conducted, except as would not be expected to be material to Blade or its Subsidiaries, taken as a whole.

(d) Blade and its Subsidiaries have taken commercially reasonable steps under the circumstances to maintain, preserve, and protect all material Owned Intellectual Property. Each current or former employee, consultant and independent contractor of Blade and its Subsidiaries who has contributed to or participated in the creation of any material Owned Intellectual Property has executed and delivered to Blade or one of its Subsidiaries either a (i) “work-for-hire” agreement under which Blade or one of its Subsidiaries is deemed to be the owner or author of all Intellectual Property rights created or developed by such Person, or (ii) a written assignment by such Person (by way of a present grant of assignment) in favor of Blade or one of its Subsidiaries of all right, title and interest in and to such Intellectual Property, and in case of the foregoing clauses (i) and (ii), that also prohibits such Person, where commercially reasonable or customary, from using or disclosing any Trade Secrets included in the Owned Intellectual Property. To the knowledge of Blade, no Person is in material breach of any such agreement. To the knowledge of Blade, Licensors have maintained, preserved, and protected all Licensed Intellectual Property.

-48-

(e) Blade and its Subsidiaries are in possession of the source code and object code for all Software constituting their material Owned Intellectual Property (“Owned Software”). Neither Blade nor its Subsidiaries have incorporated any “open source”, “copyleft” or analogous license (including any license approved by the Open Source Initiative and listed at http://www.opensource.org/licenses) (“Open Source Code”) into Owned Software, distributed Open Source Code in conjunction with Owned Software or used Open Source Code, in each case in a manner that requires that any of the Owned Software (other than such Open Source Code) to be (i) disclosed or distributed in source code form, (ii) licensed for the purpose of making derivative works, or (iii) redistributable at no charge or minimal charge.

(f) Blade and its Subsidiaries have taken commercially reasonable efforts consistent with industry standards for companies of Blade’s size that are designed to (i) protect the confidentiality, integrity and security of the IT Systems from any unauthorized use, access, interruption, or modification, and (ii) ensure that all IT Systems (A) operate and run in a reasonable and efficient business manner in all material respects, and (B) free from any virus, malware or programming, or design error or corruption of material defect. The IT Systems are sufficient for the current needs of Blade and its Subsidiaries in all material respects. Blade and its Subsidiaries have implemented and maintained commercially reasonable disaster recovery and business continuity plans, procedures, and facilities, acted in compliance therewith, and has taken commercially reasonable steps to test such plans and procedures on a periodic basis.

(g) To the knowledge of Blade, Blade and its Subsidiaries are, and at all times since January 1, 2018, have been, in compliance with all Data Security Requirements in all material respects. Blade and its Subsidiaries have in place, maintain, and enforce commercially reasonable policies, procedures, and rules regarding data privacy, protection, and security as required by all Data Security Requirements. To the knowledge of Blade, since January 1, 2018, neither Blade nor any of its Subsidiaries have experienced any incident in which Personal Information or Trade Secret was stolen or improperly accessed, used, processed, transferred, disclosed, destroyed, lost, or otherwise compromised, and neither Blade nor any of its Subsidiaries have received any written complaints from any Person with respect thereto, except as would not be expected to have a Company Material Adverse Effect.

Section 4.22 Environmental Matters. Except, in each case, as would not be material to Blade and its Subsidiaries, taken as a whole:

(a) Blade and its Subsidiaries are, and since January 1, 2018, have been, in compliance in all material respects with all Environmental Laws, which includes and has included obtaining, maintaining in good standing and complying in all material respects with all Permits required under Environmental Laws (“Environmental Permits”).

(b) There are no Actions or notices of violation pending against or, to the knowledge of Blade, threatened in writing against Blade or any of its Subsidiaries alleging, and Blade and its Subsidiaries have not received any written notice, report or other information regarding, any material violations of or material liability under any Environmental Law or any material violations or material liability concerning any Hazardous Materials, nor is there any basis for any such claims or notices. There are no Actions pending or, to the knowledge of Blade, threatened to revoke, modify, or terminate any such Environmental Permit, and, to the knowledge of Blade, no facts, circumstances, or conditions currently exist that could adversely affect such continued compliance with Environmental Laws and Environmental Permits or require capital expenditures to achieve or maintain such continued compliance with Environmental Laws and Environmental Permits.

-49-

(c) Neither Blade nor its Subsidiaries is the subject of any outstanding Governmental Order or Contract with any Governmental Authority or other Person in respect of any (i) Environmental Laws, (ii) Remedial Action, or (iii) Release or threatened Release of a Hazardous Material. Blade has not assumed, contractually or by operation of Law, any Liabilities, or obligations under any Environmental Laws. No Action has been made or is pending, or to the knowledge of Blade, threatened against Blade or its Subsidiaries or any assets of Blade or its Subsidiaries alleging either or both that Blade or its Subsidiaries may be in material violation of any Environmental Law or Environmental Permit or may have any material Liability under any Environmental Law.

(d) Blade has not manufactured, treated, stored, disposed of, arranged for, or permitted the disposal of, generated, handled or Released any Hazardous Material, or owned or operated any property or facility, in a manner that has given or would reasonably be expected to give rise to any material Liability or obligation under applicable Environmental Laws. No fact, circumstance, or condition exists in respect of Blade, or any property currently or formerly owned, operated, or leased by Blade or any property to which Blade arranged for the disposal or treatment of Hazardous Materials that could reasonably be expected to result in Blade or any of its Subsidiaries incurring any material environmental Liabilities.

Section 4.23  Absence of Changes. From and after the date of the most recent Audited Financial Statement, Blade and its Subsidiaries have (a) conducted its business only in the ordinary course of business consistent with past practice and (b) not been subject to a Company Material Adverse Effect that is continuing.

Section 4.24  Brokers’ Fees. Other than as set forth on Schedule 4.24, no broker, finder, financial advisor, investment banker or other Person is entitled to any brokerage fee, finders’ fee or other similar fee, commission or other similar payment in connection with the Transactions based upon arrangements made by Blade, any of its Subsidiaries or any its Affiliates.

Section 4.25  Related Party Transactions. Except for the Contracts set forth on Schedule 4.25, there are no Contracts between Blade or any of its Subsidiaries, on the one hand, and any Affiliate, officer, director or holder of Equity Securities of Blade or any of its Subsidiaries or, to Blade’s knowledge, any Affiliate or family member of any of the foregoing (each of the foregoing, a “Related Person”), on the other hand, except in each case, for (a) employment agreements, fringe benefits and other compensation paid to directors, officers and employees consistent with previously established policies, (b) reimbursements of expenses incurred in connection with their employment or service (excluding from clause (a) and this clause (b) any loans made by Blade or its Subsidiaries to any officer, director, employee, member or stockholder and all related arrangements, including any pledge arrangements), and (c) amounts paid pursuant to Blade Benefit Plans and Foreign Plans listed on Schedule 4.14(a).

Section 4.26  Proxy Statement / Prospectus; Information Provided. None of the information supplied or to be supplied by Blade, or by any other Person acting on behalf of Blade, in writing specifically for inclusion in (a) any current report on Form 8-K, and any exhibits thereto or any other report, form, registration or other filing made with any Governmental Authority or stock exchange in connection with the Transactions or the transactions contemplated by the Transaction Agreements, (b) the Proxy Statement / Prospectus, (c) the Signing Press Release, the Signing Filing, the Closing Press Release and the Closing Filing or (d) the mailings or other distributions to the Acquiror’s shareholders and/or prospective investors with respect to the consummation of the Transactions or in any amendment to any of documents identified in (a) through (c), will, when filed, made available, mailed or distributed, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that Blade does not make any representations or warranties as to the information contained in or omitted from any such document identified in (a) through (c) (i) that is modified in any material respect by Acquiror or any of its Affiliates or Representatives without Blade’s prior written approval which is misleading by virtue of such modification or (ii) in reliance upon and in conformity with information furnished in writing by or on behalf of Acquiror or any of its Affiliates specifically for inclusion in any such document which is misleading by virtue of such reliance and conformity. All financial projections with respect to Blade or its Subsidiaries that were delivered by or on behalf of Blade or its Representatives were prepared in good faith using assumptions that Blade believes to be reasonable. The Proxy Statement / Prospectus, insofar as it relates to information supplied by or on behalf of Blade related to Blade or its Subsidiaries for inclusion therein, will comply as to form in all material respects with the provisions of the Securities Act, the Exchange Act and the rules and regulations thereunder.

-50-

Section 4.27 International Trade; Anti-Corruption.

(a) Neither Blade nor any of its Subsidiaries, nor, to the knowledge of Blade, any of its officers, directors or employees, nor any agents or other third-party representatives acting on behalf of Blade or any of its Subsidiaries, is currently, or has been in the last five years been: (i) a Sanctioned Person; (ii) organized, resident or located in a Sanctioned Country; (iii) knowingly engaging in any dealings or transactions with any Sanctioned Person or in any Sanctioned Country; or (iv) otherwise in violation of applicable Sanctions Laws, or U.S. anti-boycott Laws (collectively, “Trade Controls”).

(b) Neither Blade nor any of its Subsidiaries, nor, to the knowledge of Blade, any of its officers, directors or employees, nor any agents or other third-party representatives acting on behalf of Blade or any of its Subsidiaries, has in the last five years made any unlawful payment or given, offered, promised, or authorized or agreed to give, or received, any money or thing of value, directly or indirectly, to or from any Government Official or other Person in violation of any Anti-Corruption Laws.

(c) In the past five years, neither Blade nor any of its Subsidiaries has: (i) received from any Governmental Authority or any other Person any notice, inquiry, or internal or external allegation; (ii) made any voluntary or involuntary disclosure to a Governmental Authority; or (iii) conducted any internal investigation or audit concerning any actual or potential violation or wrongdoing related to Trade Controls or Anti-Corruption Laws. Blade and its Subsidiaries have maintained and enforced policies, procedures and internal controls reasonably designed to ensure compliance with Anti-Corruption Laws and Trade Controls.

Section 4.28  Top Vendors. Schedule 4.28 lists, by dollar volume paid, for each of (a) the twelve (12) months ended on December 31, 2020, and (b) the period from January 1, 2021 through June 30, 2021, the ten (10) largest suppliers of goods or services to Blade and its Subsidiaries, taken as a whole (the “Top Vendors”), along with the amounts of such dollar volumes. No Top Vendor has, within the last twelve (12) months, (i) cancelled or otherwise terminated, or has given Blade written notice of its intention to cancel or otherwise terminate, any material relationships of such Person with Blade or any of its Subsidiaries or (ii) decreased materially or, to the knowledge of Blade, threatened in writing to stop, decrease or limit materially, or modify materially its material relationships with Blade or its Subsidiaries or to stop, decrease or limit materially its provision of products or services to Blade or any of its Subsidiaries. Neither Blade nor any of its Subsidiaries has, within the past two (2) years, been engaged in any material dispute with any Top Vendor.

Section 4.29 Investment Company Act. Neither Blade nor any of its Subsidiaries is an “investment company” or a Person directly or indirectly “controlled” by or acting on behalf of an “investment company” or required to register as an “investment company”, in each case within the meaning of the Investment Company Act of 1940, as amended.

-51-

Article V
REPRESENTATIONS AND WARRANTIES OF ACQUIROR PARTIES

Except as set forth in the Schedules to this Agreement dated as of the date of this Agreement (each of which qualify (a) the correspondingly numbered representation, warranty or covenant if specified therein and (b) such other representations, warranties or covenants where its relevance as an exception to (or disclosure for purposes of) such other representation, warranty or covenant is reasonably apparent on its face) or in the SEC Reports filed or furnished by Acquiror prior to the date hereof (excluding any disclosures in such SEC Reports under the headings “Risk Factors,” “Forward-Looking Statements” or “Qualitative Disclosures About Market Risk” and other disclosures that are predictive, cautionary or forward looking in nature), each Acquiror Party represents and warrants to Blade as follows:

Section 5.01  Corporate Organization. As of the date hereof, the Acquiror is a company duly incorporated, validly existing and in good standing under the Laws of the Cayman Islands. As of the Closing Date, after giving effect to the Conversion, the Acquiror is a company duly incorporated, validly existing and in good standing under the Laws of Delaware. Merger Sub is a corporation duly incorporated, validly existing and in good standing under the Laws of Delaware. Each Acquiror Party has the corporate power and authority to own, lease or operate its assets and properties and to conduct its business as it is now being conducted, except (other than with respect to each Acquiror Party’s due organization and valid existence) as would not, individually or in the aggregate, reasonably be expected to have an Acquiror Material Adverse Effect. Copies of the Organizational Documents of each of the Acquiror Parties previously delivered by Acquiror to Blade are true, correct, and complete and are in effect as of the date of this Agreement. Each of the Acquiror Parties is, and at all times has been, in compliance in all material respects with all restrictions, covenants, terms and provisions set forth in its respective Organizational Documents. Each of the Acquiror Parties is duly licensed or qualified and in good standing as a foreign corporation or foreign limited liability company, as applicable, in all jurisdictions in which its ownership of property or the character of its activities is such as to require it to be so licensed or qualified, except where failure to be so licensed or qualified would not, individually or in the aggregate, reasonably be expected to have, individually or in the aggregate, an Acquiror Material Adverse Effect.

Section 5.02  Due Authorization.

(a) Each of the Acquiror Parties has all requisite corporate power and authority to execute and deliver this Agreement and each Transaction Agreement to which it is a party and, upon receipt of the Acquiror Shareholder Approval and the Merger Sub Stockholder Approval, to perform its obligations hereunder and thereunder and to consummate the Transactions and the transactions contemplated thereby. The execution, delivery and performance of this Agreement and such Transaction Agreements and the consummation of the Transactions and the transactions contemplated thereby have been duly and validly authorized and approved by the board of directors or equivalent governing body of each of the Acquiror Parties and, except for the Acquiror Shareholder Approval and the Merger Sub Stockholder Approval, no other corporate or equivalent proceeding on the part of any Acquiror Party is necessary to authorize this Agreement or such Transaction Agreements or any Acquiror Party’s performance hereunder or thereunder or the consummation of the Transactions. This Agreement has been, and each such Transaction Agreement to which such Acquiror Party will be party has or will be when executed, duly and validly executed and delivered by such Acquiror Party and, assuming due authorization and execution by each other party hereto and thereto, this Agreement constitutes, and each such Transaction Agreement to which such Acquiror Party will be party will constitute when executed, a legal, valid and binding obligation of such Acquiror Party, enforceable against each Acquiror Party in accordance with its terms, subject to the Enforceability Exceptions.

-52-

(b) The Acquiror Board, by resolutions duly and unanimously adopted at a meeting duly called and held or by action by unanimous written consent in accordance with its Organizational Documents, has: (i) determined that this Agreement and the Transactions are fair to and in the best interests of Acquiror and Acquiror’s shareholders, (ii) approved this Agreement and the Transactions, (iii) resolved to recommend to Acquiror’s shareholders the approval of each of the Acquiror Shareholder Matters, and (iv) determined that the fair market value of Blade is equal to at least 80% of the amount held in the Trust Account (excluding any deferred underwriting commissions and taxes payable on interest earned on the Trust Account) as of the date hereof.

(c) The board of directors of Merger Sub, by resolutions duly and unanimously adopted at a meeting duly called and held or by action by unanimous written consent in accordance with its Organizational Documents, has: (i) determined that this Agreement and the Transactions are fair to and in the best interests of Merger Sub and its stockholder, (ii) approved this Agreement and the Transactions and (iii) resolved to recommend to its stockholder the adoption of this Agreement and the approval of the Transaction Agreements and the transactions contemplated hereby and thereby.

(d) Within one (1) Business Day after the date of this Agreement, the sole stockholder of Merger Sub, by resolutions duly adopted at a meeting duly called and held or by action by written consent in accordance with Merger Sub’s Organizational Documents, shall have (i) determined that this Agreement and the Merger and the other Transactions are advisable, fair to, and in the best interests of, Merger Sub and such sole stockholder, and (ii) adopted and approved this Agreement and the Merger and the other Transactions in accordance with the DGCL (the “Merger Sub Stockholder Approval”).

(e) Assuming that a quorum (as determined pursuant to the Acquiror Organizational Documents) is present at the Special Meeting:

(i) each of the Conversion Proposal and the Charter Proposal shall require approval by an affirmative vote of the holders of at least two-thirds (2/3^rds) of the outstanding Acquiror Ordinary Shares entitled to vote thereupon (as determined pursuant to the Acquiror Organizational Documents) who attend (in person or by proxy) and vote at the Special Meeting; and

(ii) each of the Business Combination Proposal, Nasdaq Proposal, Equity Incentive Plan Proposal and Director Election Proposal shall require approval by an affirmative vote of the holders of at least a majority of the outstanding Acquiror Ordinary Shares entitled to vote thereupon (as determined pursuant to the Acquiror Organizational Documents) who attend (in person or by proxy) and vote at the Special Meeting.

(f) The foregoing votes are the only votes of any holder of Acquiror Equity Securities necessary in connection with the Acquiror Parties’ entry into this Agreement and the consummation of the Transactions (other than any proposals contemplated by clauses (g) through (i) in the definition of Acquiror Shareholder Matters).

Section 5.03 No Conflict. The execution, delivery and performance of this Agreement and any Transaction Agreement to which any Acquiror Party is a party by such Acquiror Party and, upon receipt of the Acquiror Shareholder Approval, the consummation of the Transactions and the transactions contemplated hereby or by any Transaction Agreement do not and will not (a) conflict with or violate any provision of, or result in the breach of the Acquiror Organizational Documents or any Organizational Documents of any Subsidiaries of Acquiror, (b) conflict with or result in any violation of any provision of any Law or Governmental Order binding on or applicable to Acquiror, any Subsidiaries of Acquiror or any of their respective properties or assets, (c) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the termination or acceleration of, or a right of termination, cancellation, modification, acceleration or amendment under, accelerate the performance required by, or result in the acceleration or trigger of any payment, posting of collateral (or right to require the posting of collateral), time of payment, vesting or increase in the amount of any compensation or benefit payable pursuant to, any of the terms, conditions or provisions of any Contract to which any Acquiror Party is a party or by which any of its assets or properties may be bound or affected, or (d) result in the creation of any Lien upon any of the properties or assets of Acquiror or any Subsidiaries of Acquiror, except in the case of each of clauses (b) through (d) as would not reasonably be expected to have, individually or in the aggregate, an Acquiror Material Adverse Effect.

-53-

Section 5.04 Litigation and Proceedings. There is no pending or, to the knowledge of Acquiror, threatened, Actions and, to the knowledge of Acquiror, there are no pending or threatened investigations, in each case, against any Acquiror Party, or otherwise affecting any Acquiror Party or their respective assets, which, if determined adversely, could, individually or in the aggregate, have an Acquiror Material Adverse Effect. There is no unsatisfied judgment or any open injunction binding upon any Acquiror Party which would, individually or in the aggregate, reasonably be expected to have an Acquiror Material Adverse Effect. The business of each of the Acquiror Parties has been conducted in all material respects in accordance with all applicable Laws. No Acquiror Party has received any written notice of any violation of Law.

Section 5.05 Governmental Authorities; Consents. Assuming the truth and completeness of the representations and warranties of Blade contained in this Agreement, no action by, consent, approval, permit or authorization of, or designation, declaration or filing with, any Governmental Authority or notice, approval, consent waiver or authorization from any Governmental Authority is required on the part of any Acquiror Party with respect to the execution or delivery and performance of this Agreement by each Acquiror Party or any Transaction Agreement to which any of the Acquiror Parties is a party, as applicable, or the consummation of the Transactions or the transactions contemplated thereby, except for (a) applicable requirements of the HSR Act, (b) the filing of the (i) Certificate of Merger and (ii) the Acquiror Charter, each in accordance with the DGCL, (c) in connection with the Conversion, the applicable filings, requirements and approvals of the Registrar of Companies in the Cayman Islands, (d) the filing with the SEC of (i) the Registration Statement and the Proxy Statement / Prospectus and the declaration of the effectiveness of the Registration Statement by the SEC and (ii) such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement, the Transaction Agreements or the Transactions or the transactions contemplated thereby, (e) such filings with and approval of Nasdaq to permit the Acquiror Common Stock to be listed on Nasdaq and issued in connection with the transactions contemplated by this Agreement and the other Transaction Agreements, (f) the Acquiror Shareholder Approval, or (g) any actions, consents, approvals, permits or authorizations, designations, declarations or filings, the absence of which would not, individually or in the aggregate, reasonably be expected to have an Acquiror Material Adverse Effect.

Section 5.06 Trust Account. As of the date hereof, there is at least $230,000,000 held in a trust account (the “Trust Account”), maintained by Continental Stock Transfer & Trust Company, a New York corporation, acting as trustee (the “Trustee”), pursuant to the Investment Management Trust Agreement, dated as of January 25, 2021, by and between Acquiror and the Trustee on file with the SEC Reports of Acquiror as of the date of this Agreement (the “Trust Agreement”). Prior to the Closing, none of the funds held in the Trust Account may be released except in accordance with the Trust Agreement, Acquiror Organizational Documents and Acquiror’s final prospectus, dated as of January 25, 2021, and filed with the SEC (File No. 333-251834) on January 27, 2021 (the “IPO Prospectus”). Amounts in the Trust Account are invested in United States Government securities or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended. Acquiror has performed all material obligations required to be performed by it to date under, and is not in material default, breach or delinquent in performance or any other respect (claimed or actual) in connection with, the Trust Agreement, and no event has occurred which, with due notice or lapse of time or both, would constitute such a default or breach thereunder. The Trust Agreement is in full force and effect and is a legal, valid, and binding obligation of Acquiror and, to the knowledge of Acquiror, the Trustee, enforceable in accordance with its terms, subject to the Enforceability Exceptions. The Trust Agreement has not been terminated, repudiated, rescinded, amended, or supplemented or modified, in any respect, and to the knowledge of Acquiror, no such termination, repudiation, rescission, amendment, supplement or modification is contemplated. There are no separate Contracts, side letters or other arrangements (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the SEC Reports filed or furnished by Acquiror to be inaccurate or that would entitle any Person (other than shareholders of Acquiror holding Acquiror Ordinary Shares sold in Acquiror’s initial public offering (the “IPO”) who shall have elected to redeem their shares of Acquiror Ordinary Shares pursuant to the Acquiror Organizational Documents and the underwriters of the IPO with respect to deferred underwriting commissions) to any portion of the proceeds in the Trust Account. Assuming the accuracy of the representations and warranties of Blade contained herein and the compliance by Blade with its obligations hereunder, no Acquiror Party has any reason to believe that any of the conditions to the use of funds in the Trust Account will not be satisfied or funds available in the Trust Account will not be available to Acquiror on the Closing Date. There are no Actions pending with respect to the Trust Account. Since January 25, 2021, Acquiror has not released any money from the Trust Account (other than as permitted by the Trust Agreement). As of the Effective Time, the obligations of Acquiror to dissolve or liquidate pursuant to the Acquiror Organizational Documents shall terminate, and, as of the Effective Time, Acquiror shall have no obligation whatsoever pursuant to the Acquiror Organizational Documents to dissolve and liquidate the assets of Acquiror by reason of the consummation of the Transactions. Following the Effective Time, no stockholder of Acquiror (other than the underwriters of the IPO or Governmental Authorities for Taxes) shall be entitled to receive any amount from the Trust Account except to the extent such stockholder shall have elected to tender its shares of Acquiror Ordinary Shares for redemption pursuant to the Acquiror Shareholder Redemption (or in connection with an extension of Acquiror’s deadline to consummate a Business Combination).

-54-

Section 5.07 Brokers’ Fees. Other than as set forth on Schedule 5.07, no broker, finder, investment banker or other Person is entitled to any brokerage fee, finders’ fee, underwriting fee, deferred underwriting fee, commission or other similar payment in connection with the Transactions based upon arrangements made by Acquiror or any of its Affiliates, including Sponsor.

Section 5.08 SEC Reports; Financial Statements; Sarbanes-Oxley Act; Undisclosed Liabilities.

(a) Acquiror has filed or furnished in a timely manner all required registration statements, reports, schedules, forms, statements and other documents required to be filed or furnished by it with the SEC prior to the date of this Agreement (collectively, as they have been amended since the time of their filing and including all exhibits thereto, the “SEC Reports”), and, as of the Closing, will have filed or furnished all other statements, reports, schedules, forms, statements and other documents required to be filed or furnished with the SEC subsequent to the date of this Agreement (collectively, as they have been amended since the time of their filing and including all exhibits thereto, but excluding the Proxy Statement / Prospectus, the “Additional SEC Reports”). None of the SEC Reports, as of their respective dates (or if amended or superseded by a filing prior to the Closing Date, then on the date of such filing) and none of the Additional SEC Reports as of their respective dates (or if amended or superseded by a filing prior to the Closing Date, then on the date of such filing), contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading, except in each case for any changes (including any required restatements of the Acquiror’s financial statements and notes thereto or the SEC Reports) to the Acquiror’s historical accounting of the Acquiror Warrants as equity rather than as liabilities that may be required as a result of the Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”) that was issued by the SEC on April 12, 2021, and related guidance by the SEC (the “SEC April Warrant Statement”). Except for any changes (including any required restatements of the Acquiror’s financial statements and notes thereto or the SEC Reports) to the Acquiror’s historical accounting of the Acquiror Warrants as equity rather than as liabilities that may be required as a result of the SEC April Warrant Statement, the audited financial statements and unaudited interim financial statements (including, in each case, the notes and schedules thereto) included in the SEC Reports complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-Q of the SEC) and fairly present (subject, in the case of the unaudited interim financial statements included therein, to normal year-end adjustments and the absence of complete footnotes) in all material respects the financial position of Acquiror as of the respective dates thereof and the results of their operations and cash flows for the respective periods then ended. No Acquiror Party has any material off-balance sheet arrangements that are not disclosed in the SEC Reports.

(b) Acquiror has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act). Such disclosure controls and procedures are designed to ensure that material information relating to Acquiror is made known to Acquiror’s principal executive officer and its principal financial officer. To the knowledge of Acquiror, such disclosure controls and procedures are effective in timely alerting Acquiror’s principal executive officer and principal financial officer to material information required to be included in Acquiror’s financial statements included in Acquiror’s periodic reports required under the Exchange Act.

-55-

(c) Acquiror has established and maintains systems of internal accounting controls that are designed to provide reasonable assurance that (i) all transactions are executed in accordance with management’s authorization and (ii) all transactions are recorded as necessary to permit preparation of proper and accurate financial statements in accordance with GAAP and to maintain accountability for Acquiror’s assets. Acquiror maintains books and records in the ordinary course of business that are accurate and complete and reflect the revenues, expenses, assets, and liabilities of Acquiror in all material respects.

(d) There is no (i) “significant deficiency” in the internal controls over financial reporting of Acquiror, (ii) “material weakness” in the internal controls over financial reporting of Acquiror, or (iii) fraud, whether or not material, that involves management or other employees of Acquiror who have a significant role in the internal controls over financial reporting of Acquiror.

(e) To the knowledge of Acquiror, as of the date hereof, there are no outstanding SEC comments from the SEC with respect to the SEC Reports. To the knowledge of Acquiror, none of the SEC Reports filed on or prior to the date hereof is subject to ongoing SEC review or investigation as of the date hereof.

Section 5.09 Business Activities.

(a) Since its inception, Acquiror has not conducted any business activities other than activities directed toward the accomplishment of a Business Combination or incidental thereto. Except as set forth in the Acquiror Organizational Documents, there is no agreement, commitment, or Governmental Order binding upon Acquiror or to which Acquiror is a party which has or would reasonably be expected to have the effect of prohibiting or impairing any business practice of Acquiror or any acquisition of property by Acquiror or the conduct of business by Acquiror as currently conducted or as contemplated to be conducted as of the Closing other than such effects, individually or in the aggregate, which would not reasonably be expected to have an Acquiror Material Adverse Effect. Merger Sub was formed solely for the purpose of engaging in the Transactions, has not conducted any business prior to the date hereof and has no assets, liabilities or obligations of any nature other than those incident to its formation and pursuant to this Agreement and any Transaction Agreement to which Merger Sub is a party and the other transactions contemplated by this Agreement and such Transaction Agreements, as applicable. Acquiror owns all of the issued and outstanding Equity Securities of Merger Sub.

(b) Except for Merger Sub, Acquiror does not own or have a right to acquire, directly or indirectly, any interest or investment (whether equity or debt) in any corporation, partnership, joint venture, business, trust, or other entity. Except for this Agreement and the Transactions, neither Acquiror nor any of its Subsidiaries has any interests, rights, obligations, or liabilities with respect to, or is party to, bound by or has its assets or property subject to, in each case whether directly or indirectly, any Contract or transaction which is, or could reasonably be interpreted as constituting, a Business Combination.

(c) Except for this Agreement and the agreements expressly contemplated hereby or with respect to advisors and consultants in connection with the Transactions (including any agreements permitted by Section 7.02 or as set forth on Schedule 5.09(c)), no Acquiror Party is and at no time has been, party to any Contract with any Person that would require payments by any Acquiror Party in excess of $200,000 in the aggregate with respect to any individual Contract or more than $500,000 in the aggregate when taken together with all other Contracts (other than this Agreement and the agreements expressly contemplated hereby (including any agreements permitted by Section 7.01(a)) and Contracts set forth on Schedule 5.09(c)).

-56-

(d) As of the date hereof, there is no liability, debt or obligation against Acquiror or its Subsidiaries, except for liabilities, debts or obligations (i) reflected or reserved for on Acquiror’s consolidated balance sheet as of June 30, 2021 or disclosed in the notes thereto, (ii) that have arisen since the date of Acquiror’s consolidated balance sheet as of June 30, 2021 in the ordinary course of the operation of business of Acquiror, (iii) arising under this Agreement or the performance by an Acquiror Party of its obligations hereunder, including the Acquiror Transaction Expenses, or (iv) that would not reasonably be expected to have, individually or in the aggregate, an Acquiror Material Adverse Effect.

Section 5.10 Taxes.

(a) All material Tax Returns required by Law to be filed by Acquiror and its Subsidiaries have been duly filed with the appropriate Governmental Authority, and all such Tax Returns are true, correct and complete in all material respects.

(b) All material amounts of Taxes due and owing by Acquiror and its Subsidiaries (whether or not reflected on any Tax Return) have been duly paid to the appropriate Governmental Authority, and since June 30, 2021, neither Acquiror nor its Subsidiaries has incurred any material Tax liability outside the ordinary course of business.

(c) Acquiror and each of its Subsidiaries have (i) withheld and deducted all material amounts of Taxes required to have been withheld or deducted by it in connection with amounts paid or owed to any employee, independent contractor, creditor, member, or any other third party, (ii) duly and timely remitted such amounts to the appropriate Governmental Authority, and (iii) complied in all material respects with applicable Laws with respect to Tax withholding, including all reporting and record keeping requirements.

(d) Neither Acquiror nor any of its Subsidiaries is engaged in any material audit, administrative proceeding or judicial proceeding with respect to Taxes. Neither Acquiror nor any of its Subsidiaries is the subject of any dispute or claim with respect to a material amount of Taxes, other than disputes or claims that have been resolved, and no such claims have been threatened in writing. All material deficiencies for Taxes asserted or assessed in writing against Acquiror or its Subsidiaries have been fully and timely (taking into account applicable extensions) paid, settled or withdrawn. There are no outstanding agreements extending or waiving the statutory period of limitations applicable to any claim for, or the period for the collection or assessment or reassessment of, material Taxes of Acquiror or its Subsidiaries, and no written request for any such waiver or extension is currently pending.

(e) Neither Acquiror nor any of its Subsidiaries has constituted either a “distributing corporation” or a “controlled corporation” in a distribution of stock qualifying for income tax-free treatment under Section 355 of the Code (or so much of Section 356 of the Code as relates to Section 355 of the Code) in the two years prior to the date of this Agreement.

(f) Neither Acquiror nor any of its Subsidiaries has been a party to any “listed transaction” within the meaning of Treasury Regulations Section 1.6011-4(b)(2) (or any similar or corresponding provision of state, local or foreign Law).

-57-

(g) At all times since their formation, Acquiror and Merger Sub have been properly treated as corporations for U.S. federal and applicable state and local income Tax purposes and have not elected any alternative treatment.

(h) There are no Liens with respect to Taxes on any of the assets of Acquiror or any of its Subsidiaries, other than Liens for Taxes not yet due and payable. Acquiror has not entered into any “closing agreement” or similar agreement or arrangement with a Governmental Authority relating to Taxes.

(i) Neither Acquiror nor any of its Subsidiaries (i) has been a member of an affiliated, combined, consolidated, unitary or other group for Tax purposes other than such a group for which Acquiror is the common parent, or (ii) has any material liability for or in respect of the Taxes of any Person (A) as a result of being a member of an affiliated, combined, consolidated, unitary or other group for Tax purposes, including under Treasury Regulations Section 1.1502-6 (or any similar or corresponding provision of state, local or foreign Law) or (B) as a transferee or successor, by Contract, assumption or operation of law, or otherwise (except, in each case, for (x) liabilities pursuant to customary commercial contracts entered into in the ordinary course of business and not primarily relating to Taxes and (y) agreements solely among the Acquiror Parties).

(j) Neither Acquiror nor any of its Subsidiaries is a party to, or bound by, or has any material obligation to any Governmental Authority or other Person under any Tax allocation, Tax sharing, Tax indemnification or similar agreement or arrangement (except, in each case, for (x) liabilities pursuant to customary commercial contracts not primarily relating to Taxes and (y) agreements solely among the Acquiror Parties).

(k) As of the date hereof, Acquiror has not taken any action (nor caused any action to be taken), and is not aware of any fact or circumstance, that, individually or in the aggregate, would reasonably be expected to prevent the Merger from qualifying for the Intended Income Tax Treatment.

Section 5.11 Capitalization.

(a) As of the date of this Agreement and without taking into effect the PIPE Investment, the authorized share capital of Acquiror is $55,500 consisting of (i) 500,000,000 Acquiror Class A Ordinary Shares, (ii) 50,000,000 Acquiror Class B Ordinary Shares, and (iii) 5,000,000 preference shares, par value $0.0001 per share (“Acquiror Preferred Shares”), of which (A) 23,000,000 Acquiror Class A Ordinary Shares are issued and outstanding as of the date of this Agreement, (B) 5,750,000 Acquiror Class B Ordinary Shares are issued and outstanding as of the date of this Agreement, and (C) no Acquiror Preferred Shares are issued and outstanding as of the date of this Agreement. All of the issued and outstanding shares of Acquiror Ordinary Shares (I) have been duly authorized and validly issued and are fully paid and non-assessable, (II) were issued in compliance in all material respects with applicable Law, and (III) were not issued in breach or violation of any preemptive rights or Contract. As of the date hereof, Acquiror has issued 17,500,000 Acquiror Warrants that entitle the holders thereof to purchase Acquiror Class A Ordinary Shares at an exercise price of $11.50 per share on the terms and conditions set forth in the applicable warrant agreement. All outstanding Acquiror Warrants (x) have been duly authorized and validly issued and constitute valid and binding obligations of Acquiror, enforceable against Acquiror in accordance with their terms, subject to the Enforceability Exceptions, (y) have been offered, sold and issued in compliance in all material respects with (I) applicable Law, including applicable Securities Laws, and (II) all requirements set forth in (1) the Acquiror Organizational Documents and (2) any other applicable Contracts governing the issuance of such securities and (z) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of any applicable Law, the Acquiror Organizational Documents or any Contract to which Acquiror is a party or otherwise bound.

(b) Except for this Agreement, the Acquiror Warrants and the Subscription Agreements, or as set forth in Section 5.11(a), as of the date hereof, there are no Equity Securities of Acquiror authorized, reserved, issued or outstanding. Except as disclosed in the SEC Reports or the Acquiror Organizational Documents, there are no outstanding contractual obligations of Acquiror to repurchase, redeem or otherwise acquire any securities or equity interests of Acquiror. There are no outstanding bonds, debentures, notes or other indebtedness of Acquiror having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter for which Acquiror’s shareholders may vote. Except as disclosed in the SEC Reports, Acquiror is not a party to any shareholders agreement, voting agreement or registration rights agreement relating to the Equity Securities of Acquiror.

-58-

(c) Other than Merger Sub, Acquiror does not own any capital stock or any other equity interests in any other Person or have any right, option, warrant, conversion right, stock appreciation right, redemption right, repurchase right, agreement, arrangement or commitment of any character under which a Person is or may become obligated to issue or sell, or give any right to subscribe for or acquire, or in any way dispose of, any shares of the capital stock or other equity interests, or any securities or obligations exercisable or exchangeable for or convertible into any shares of the capital stock or other equity interests, of such Person.

(d) The Merger Consideration, when issued in accordance with the terms hereof, shall be (i) duly authorized and validly issued, fully paid and non-assessable, (ii) issued in compliance in all material respects with (I) all applicable Laws, including all applicable Securities Laws, and (II) all requirements set forth in (A) the Acquiror Organizational Documents, the Acquiror Charter and the Acquiror Bylaws and (B) any other applicable Contracts governing the issuance of such securities and (iii) not subject to, and not issued in violation of, any Lien, purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of applicable Law, the Acquiror Organizational Documents, the Acquiror Charter, the Acquiror Bylaws, or any Contract to which Acquiror is a party or otherwise bound, in each case, subject to receipt of the Acquiror Shareholder Approval.

Section 5.12 Nasdaq Stock Market Listing. The issued and outstanding Acquiror Units, comprised of one share of Acquiror Class A Ordinary Share and one-half of one Acquiror Warrant, are registered pursuant to Section 12(b) of the Exchange Act and are listed for trading on the Nasdaq under the symbol “BIOTU”. The issued and outstanding shares of Acquiror Class A Ordinary Shares are registered pursuant to Section 12(b) of the Exchange Act and are listed for trading on Nasdaq under the symbol “BIOT”. The issued and outstanding Acquiror Warrants are registered pursuant to Section 12(b) of the Exchange Act and are listed for trading on Nasdaq under the symbol “BIOTW”. The parties acknowledge and agree that from and after the Closing, the Parties intend to list on Nasdaq only the Acquiror Common Stock and the warrants to acquire Acquiror Common Stock. As of the date of this Agreement, Acquiror is in compliance in all material respects with the applicable Nasdaq corporate governance requirements for continued listing of the Acquiror Class A Ordinary Shares and Acquiror Warrants. There is no Action pending or, to the knowledge of Acquiror, threatened against Acquiror by Nasdaq or the SEC with respect to any intention by such entity to deregister the Acquiror Class A Ordinary Shares, the Acquiror Units, or Acquiror Warrants on Nasdaq. None of Acquiror or its Affiliates has taken any action in an attempt to terminate the registration of the Acquiror Class A Ordinary Shares, the Acquiror Units or Acquiror Warrants under the Exchange Act except as contemplated by this Agreement. Acquiror has not received any notice from Nasdaq or the SEC regarding the revocation of such listing or otherwise regarding the delisting of the Acquiror Class A Ordinary Shares, the Acquiror Units or Acquiror Warrants from Nasdaq or deregistering of the Acquiror Class A Ordinary Shares, the Acquiror Units or Acquiror Warrants with the SEC.

Section 5.13 PIPE Investment. The Acquiror has executed Subscription Agreements between the Acquiror and certain investors (the “PIPE Investors”), providing for an aggregate investment by the PIPE Investors of Twenty-Four Million Three Hundred Thousand U.S. Dollars ($24,300,000) (the “PIPE Investment Amount”) for the purchase of Two Million Four Hundred Thirty Thousand (2,430,000) shares of Acquiror Common Stock (the “PIPE Shares”) in connection with a private placement in the Acquiror to be consummated immediately prior to the Closing (the “PIPE Investment”). True and complete original or signed copies of each of the Subscription Agreements have been delivered to Blade on or prior to the date hereof. Each of the Subscription Agreements (a) have been duly authorized, executed and delivered by the Acquiror, (b) are in full force and effect and have not been withdrawn, terminated or otherwise amended or modified (and no such withdrawal, termination, amendment or modification is contemplated by Acquiror) and (c) constitute a legal, valid and binding obligation of the Acquiror, enforceable against the Acquiror, and, to the knowledge of the Acquiror, the other parties thereto, in accordance with their terms, subject to the Enforceability Exceptions. The Subscription Agreements provide that Blade is a third party beneficiary thereof. There are no other agreements, side letters, or arrangements between Acquiror and any PIPE Investor relating to any Subscription Agreement or the purchase by such PIPE Investor of securities of Acquiror, that would reasonably be expected to affect the obligation of the PIPE Investors to contribute to Acquiror the applicable portion of the PIPE Investment Amount set forth in the Subscription Agreements, and, as of the date hereof, subject to the accuracy of each of the representations and warranties made by Blade herein and its compliance with the terms of this Agreement, Acquiror has no knowledge of any facts or circumstances that would reasonably be expected to result in any of the conditions set forth in any Subscription Agreements not being satisfied, or the PIPE Investment Amount not being available to Acquiror, on the Closing Date. No event has occurred that, with or without notice, lapse of time or both, would constitute a default or breach on the part of Acquiror under any material term or condition of any Subscription Agreement and, as of the date hereof, Acquiror has no reason to believe that it will be unable to satisfy in all material respects on a timely basis any term or condition of closing to be satisfied by it contained in any Subscription Agreement. The Subscription Agreements contain all of the conditions precedent (other than the conditions contained in this Agreement and the Transaction Agreements) to the obligations of the PIPE Investors to contribute to Acquiror the applicable portion of the PIPE Investment Amount set forth in the Subscription Agreements on the terms therein. No fees, consideration (other than Acquiror Common Stock issued in connection with the PIPE Investment) or other discounts are payable or have been agreed by Acquiror (including, from and after the Closing, Blade) to any PIPE Investor in respect of its portion of the PIPE Investment.

-59-

Section 5.14 Related Party Transactions. Except as described in the SEC Reports, there are no transactions, Contracts, arrangements or understandings between any Acquiror Party, on the one hand, and any director, officer, employee, stockholder, equity holder, warrant holder or Affiliate of any Acquiror Party.

Section 5.15 Proxy Statement / Prospectus. None of the information relating to the Acquiror Parties supplied or to be supplied by any Acquiror Party, or by any other Person acting on behalf of any Acquiror Party, in writing specifically for inclusion in (a) any current report on Form 8-K, and any exhibits thereto or any other report, form, registration or other filing made with any Governmental Authority or stock exchange in connection with the Transactions or the transactions contemplated by the Transaction Agreements, (b) the Proxy Statement / Prospectus, (c) the Signing Press Release, the Signing Filing, the Closing Press Release and the Closing Filing or (d) the mailings or other distributions to the Acquiror’s shareholders and/or prospective investors with respect to the consummation of the Transactions or in any amendment to any of documents identified in (a) through (c), will, when filed, made available, mailed or distributed, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that Acquiror makes no representations or warranties as to the information contained in or omitted from any such document identified in (a) through (c) (i) that is modified in any material respect by Blade or any of its Subsidiaries or Representatives without the Acquiror’s prior written approval which is misleading by virtue of such modification or (ii) in reliance upon and in conformity with information furnished in writing by or on behalf of Blade or any of its Subsidiaries specifically for inclusion in any such document which is misleading by virtue of such reliance and conformity. The Proxy Statement / Prospectus, insofar as it relates to information supplied by or on behalf of any Acquiror Party related to such Acquiror Party for inclusion therein, will comply as to form in all material respects with the provisions of the Securities Act, the Exchange Act and the rules and regulations thereunder.

Section 5.16 Absence of Changes. From and after the consummation of the IPO, (a) there has not been any event or occurrence that has resulted in, or would reasonably be expected to result in, individually or in the aggregate, an Acquiror Material Adverse Effect and (b) the Acquiror Parties have conducted their business and operated their properties in the ordinary course of business.

Section 5.17 Indebtedness. As of the date of this Agreement, no Acquiror Party has any Indebtedness for borrowed money.

Section 5.18Sponsor Agreement. Acquiror has delivered to Blade a true, correct and complete copy of the Sponsor Agreement. The Sponsor Agreement is in full force and effect and has not been withdrawn or terminated, or otherwise amended or modified, in any respect, and no withdrawal, termination, amendment or modification is contemplated by Acquiror. The Sponsor Agreement is a legal, valid and binding obligation of Acquiror and, to the knowledge of Acquiror, each other party thereto (in each case, subject to the Enforceability Exceptions) and neither the execution or delivery by any party thereto of, nor the performance of any party’s obligations under, the Sponsor Agreement violates any provision of, or results in the breach of or default under, or requires any filing, registration or qualification under, any applicable Law. No event has occurred that, with or without notice, lapse of time or both, would constitute a material default or breach on the part of Acquiror or, to Acquiror’s knowledge, any other party thereto under any material term or condition of the Sponsor Agreement.

-60-

Section 5.19  Employees. No Acquiror Party has, or ever has had, any employees. Other than any officers as described in the SEC Reports, no Acquiror Party has employees on their payroll, and no Acquiror Party has retained any contractors, other than consultants and advisors in the ordinary course of business. Other than reimbursement of any out-of-pocket expenses incurred by Acquiror’s officers and directors in connection with activities on Acquiror’s behalf in an aggregate amount not in excess of the amount of cash held by Acquiror outside of the Trust Account, Acquiror has no unsatisfied material liability with respect to any officer or director. No Acquiror Party has ever maintained, sponsored, or contributed to any employee benefit plan. Neither the execution and delivery of this Agreement nor the consummation of the Transactions contemplated hereunder (either alone or upon the occurrence of any additional or subsequent events or the passage of time) will (a) cause any compensatory payment or benefit, including any retention, bonus, fee, distribution, remuneration, or other compensation payable to any Person who is or has been an employee of or independent contractor to any Acquiror Party (other than fees paid to consultants, advisors, placement agents or underwriters engaged by Acquiror in connection with its initial public offering or this Agreement and the Transactions) to increase or become due to any such Person or (b) result in forgiveness of indebtedness with respect to any employee of any Acquiror Party.

Section 5.20 Insurance. Except for directors’ and officers’ liability insurance, none of the Acquiror Parties maintains any insurance policies.

Section 5.21 Intellectual Property. No Acquiror Party owns, licenses or otherwise has any material right, title or interest in any Intellectual Property. No Acquiror Party is or has at any time infringed, misappropriated or violated any Intellectual Property of any other Person.

Section 5.22 Title to Property. No Acquiror Party owns or leases any real property or personal property. There are no options or other contracts under which any Acquiror Party has a right or obligation to acquire or lease any interest in real property or personal property.

Section 5.23 Investment Company Act. No Acquiror Party is required to register as an “investment company” under (and within the meaning of) the Investment Company Act of 1940, as amended.

Article VI
COVENANTS OF BLADE

Section 6.01 Conduct of Business.

(a) From the date of this Agreement until the earlier of the Closing and the termination of this Agreement in accordance with its terms (the “Interim Period”), Blade shall, and shall cause its Subsidiaries to, except as expressly required by this Agreement, as set forth on Schedule 6.01, as consented to in writing by Acquiror (which consent shall not be unreasonably conditioned, withheld or delayed), or as required by applicable Law (including COVID-19 Measures), use its commercially reasonable efforts to (i) conduct and operate its business in the ordinary course of business in all material respects, (ii) maintain its existing relations and goodwill with customers, suppliers, joint venture partners, distributors and creditors of Blade and its Subsidiaries in all material respects, (iii) comply with all Laws applicable to Blade and its businesses, assets and employees and (iv) preserve intact, in all material respects, its business organizations and relationships with its directors and officers, employees and consultants, and to preserve the possession, control and condition of its material assets, all as consistent with past practice. Without limiting the generality of the foregoing, except as required by this Agreement or any Transaction Agreement, as set forth on Schedule 6.01, as consented to by Acquiror in writing (which consent shall not be unreasonably conditioned, withheld or delayed), or as required by applicable Law (including COVID-19 Measures), Blade agrees that it shall not, and shall cause its Subsidiaries not to, during the Interim Period:

(i) change or amend its certificate of incorporation, bylaws or other Organizational Documents;

-61-

(ii) other than in the ordinary course of business, (A) terminate (other than expiration in accordance with its terms), or waive or assign any material right under any Material Contract or (B) enter into any Contract that, if existing on the date hereof, would be a Material Contract;

(iii) issue, deliver, sell, transfer, pledge or dispose of, or place any Lien (other than a Permitted Lien, restrictions imposed by Blade’s or its Subsidiaries’ Organizational Documents and restrictions imposed by applicable Securities Laws) on, any Equity Securities of Blade or any of its Subsidiaries or rights to acquire Equity Securities of Blade or its Subsidiaries, in each case, other than (A) Equity Securities issued in connection with the Blade Preferred Stock Conversion, the ATXCo Earnout Settlement, or upon exercise or conversion of a Blade Option, Blade Warrant or Blade Note, (B) Blade Options granted (x) to Blade Employees in the ordinary course of business and/or (y) in connection with new hires and promotions of Blade Employees (other than Key Employees) consistent with past practice;

(iv) sell, assign, transfer, convey, lease, exchange or swap, mortgage or otherwise pledge or encumber (including securitizations), exclusively license, abandon, allow to lapse or expire, subject to or grant any Lien (other than Permitted Liens) on, or otherwise dispose of, any material assets, rights or properties (including material Owned Intellectual Property) of Blade and its Subsidiaries, other than (A) the expiration of Owned Intellectual Property in accordance with the applicable statutory term or abandonment of Owned Intellectual Property registrations or applications in the ordinary course of business, (B) non-exclusive licenses of Owned Intellectual Property granted in the ordinary course consistent with past practices, (C) the sale or provision of goods or services to customers in the ordinary course of business, (D) transactions among Blade and its wholly-owned Subsidiaries or among its wholly-owned Subsidiaries or (E) dispositions of obsolete or worthless equipment;

(v) disclose to any Person any Trade Secrets or any source code constituting Owned Intellectual Property (in each case, other than to Acquiror or its Representatives, or pursuant to a written confidentiality agreement entered into in the ordinary course of business, or in connection with the Transaction);

(vi) (A) cancel or compromise any claim or Indebtedness owed to Blade or any of its Subsidiaries, (B) waive, release, assign, settle or compromise any pending or threatened Action (including Transaction Litigation), other than waivers, releases, assignments, settlements or compromises that involve only the payment of monetary damages (and not the imposition of equitable relief on, or the admission of wrongdoing by, Blade or its Affiliates) not in excess of $250,000 (individually or in the aggregate) or (C) agree to modify in any respect materially adverse to Blade and its Subsidiaries any confidentiality or similar Contract to which Blade or any of its Subsidiaries are a party;

(vii) except as otherwise required by the terms of any Blade Benefit Plans or Foreign Plans and as in effect on the date hereof or adopted not in contravention of this Agreement, (A) increase the wages, salaries, compensation or bonus opportunity of its employees, other than increases not in excess of five percent (5%) made in the ordinary course of business, consistent with past practice, (B) hire or terminate the employment of any Key Employee, other than terminations of employment for cause or due to death or disability or (C) establish, adopt, enter into, amend or terminate in any material respect any material Blade Benefit Plan or Foreign Plan or any plan, agreement, program, policy, trust, fund, Contract or other arrangement that would be a Blade Benefit Plan or Foreign Plan if it were in existence as of the date of this Agreement, other than in the ordinary course of business (and other than an employment offer letter that does not contain severance in excess of that which is required by applicable Law and/or a transaction or retention payment);

-62-

(viii) implement or announce any employee layoffs, furloughs, reductions in force, or similar actions that could implicate the WARN Act;

(ix) (A) negotiate, modify, extend, or enter into any CBA or (B) recognize or certify any labor union, labor organization, works council, or group of employees as the bargaining representative for Blade Employees;

(x) waive or release any noncompetition, nonsolicitation, nondisclosure, noninterference, nondisparagement, or other restrictive covenant obligation of any individual who is a Key Employee as of the date hereof in connection with the termination of services thereof;

(xi) directly or indirectly acquire by merging or consolidating with, or by purchasing a substantial portion of the assets of, or by purchasing all of or a substantial equity interest in, or by any other manner, any business or any corporation, partnership, limited liability company, joint venture, association or other entity or Person or division thereof, in each case, that would be material to Blade and its Subsidiaries, taken as a whole, and other than in the ordinary course of business;

(xii) make any loans or advance any money or other property to any Person, except for (A) advances in the ordinary course of business to employees, officers or independent contractors of Blade or any of its Subsidiaries for expenses not to exceed $100,000 individually or $500,000 in the aggregate, (B) prepayments and deposits paid to suppliers of Blade or any of its Subsidiaries in the ordinary course of business, (C) trade credit extended to customers of Blade or any of its Subsidiaries in the ordinary course of business, and (D) loans or advances among Blade and its wholly-owned Subsidiaries or among any of such wholly-owned Subsidiaries;

(xiii) redeem, purchase, repurchase or otherwise acquire, or offer to redeem, purchase, repurchase or acquire, any Equity Securities of Blade or any of its Subsidiaries, except (A) for the acquisition by Blade or any of its Subsidiaries of any Equity Securities of Blade or its Subsidiaries in connection with the forfeiture, cancellation, exercise or conversion of such interests (including the withholding of shares to satisfy net settlement or Tax obligations with respect to Blade Options or Blade Warrants), (B) for transactions between Blade and a wholly-owned Subsidiary of Blade or between wholly-owned Subsidiaries of Blade and (C) in connection with the Blade Warrant Settlement, the Blade Note Settlement or the Blade Preferred Stock Conversion;

(xiv) pay or set aside any dividend or other distribution (whether in cash, equity or property or any combination thereof) in respect of the Equity Interests of Blade or any of its Subsidiaries, other than (A) distributions of cash in lieu of fractional Equity Securities issued upon exercise or conversion of a Blade Option, Blade Warrant or Blade Note and (B) payment of the cash portion of the Phase 2 Consideration pursuant to the ATXCo Merger Agreement (in the case of this sub-clause (B), not to exceed $110,000);

(xv) adjust, split, combine, subdivide, recapitalize, reclassify or otherwise effect any change in respect of any Equity Securities of Blade or any of its Subsidiaries, except (A) for any such transaction by a wholly-owned Subsidiary of Blade that remains a wholly-owned Subsidiary of Blade after consummation of such transaction and (B) in connection with the Blade Warrant Settlement, the ATXCo Earnout Settlement, the Blade Note Settlement or the Blade Preferred Stock Conversion;

(xvi) make any material change in accounting principles or methods of accounting, other than as may be required by GAAP;

-63-

(xvii) adopt or enter into a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of Blade or any of its Subsidiaries (other than the Transactions);

(xviii) other than in the ordinary course of business, (A) make, change or revoke any material Tax election in a manner inconsistent with past practice, (B) adopt, change or revoke any accounting method with respect to material Taxes, (C) file or amend any material Tax Return in a manner inconsistent with past practice, (D) prosecute, settle or compromise any material Tax liability or any Action, audit or other similar proceeding related to material Taxes, (E) enter into any closing agreement with respect to any material Tax, (F) surrender any right to claim a refund of material Taxes, (G) consent to any extension or waiver of the limitations period applicable to any material Tax claim or assessment, or (H) enter into any material Tax allocation, Tax sharing, Tax indemnification or similar agreement or arrangement (other than (x) any customary commercial agreement entered into in the ordinary course of business and not primarily relating to Taxes and (y) agreements solely Blade and its Subsidiaries), in each case with respect to each item in this clause (xviii), to the extent such action would have a material and adverse impact on Acquiror or Blade or any of its Subsidiaries;

(xix) (A) incur, create or assume, or otherwise become liable for any Indebtedness (directly, contingently or otherwise), (B) modify the terms of any Indebtedness (other than in connection with the Blade Note Settlement), (C) assume, guarantee or endorse, or otherwise become responsible for, the obligations, Indebtedness or Liability of any Person for Indebtedness, in each case of (A), (B), and (C), other than (1) Indebtedness in replacement of existing Indebtedness for borrowed money on terms substantially consistent with or more favorable to Blade or its applicable Subsidiary than the Indebtedness being replaced, (2) any Indebtedness, Liability or obligation of any Person not in excess of $250,000 individually or $500,000 in the aggregate, (3) Indebtedness incurred between Blade and any of its wholly-owned Subsidiaries or between any of such wholly-owned Subsidiaries and (4) guarantees of Indebtedness of a wholly-owned Subsidiary of Blade otherwise incurred in compliance with this Section 6.01(a)(xix);

(xx) fail to maintain in full force and effect material insurance policies covering Blade and its Subsidiaries and their respective properties, assets and businesses in a form and amount substantially similar to that which is currently in effect;

(xxi) enter into any Contract or amend in any material respect any existing Contract with any Pre-Closing Holders, any Person that is an Affiliate of any Pre-Closing Holders, or an Affiliate of Blade or its Subsidiaries (excluding any ordinary course payments of annual compensation, provision of benefits or reimbursement of expenses in respect of members or stockholders who are officers or directors of Blade or its Subsidiaries in their capacity as an officer or director);

-64-

(xxii) fail to maintain its books, accounts and records in all material respects in the ordinary course of business consistent with past practice other than as may be required by GAAP;

(xxiii) establish any Subsidiary or enter into any new line of business;

(xxiv) make any capital expenditures in excess of $250,000 (individually for any project (or set of related projects)) or $500,000 in the aggregate, except as expressly set forth in a budget that has been provided to the Acquiror prior to the date hereof;

(xxv) enter into any agreement, understanding or arrangement with respect to the voting of Equity Securities of Blade or its Subsidiaries (other than the Blade Voting Agreements);

(xxvi) enter into, amend, waive or terminate (other than terminations in accordance with their terms) any transaction with any Related Person (other than (A) employment agreements, fringe benefits and other compensation paid to directors, officers and employees consistent with previously established policies, (B) reimbursements of expenses incurred in connection with their employment or service (excluding from clause (A) and this clause (B) any loans made by Blade or its Subsidiaries to any officer, director, employee, member or stockholder and all related arrangements, including any pledge arrangements), and (C) amounts paid pursuant to Blade Benefit Plans or Foreign Plans); or

(xxvii) enter into any Contract, or otherwise become obligated, to do any action prohibited under Section 6.01(a)(i) through Section 6.01(a)(xxvi).

(b) Notwithstanding anything in this Agreement to the contrary, nothing shall give any Acquiror Party, directly or indirectly, the right to control or direct the operations of Blade or any of its Subsidiaries.

Section 6.02 Inspection. Subject to confidentiality obligations and similar restrictions that may be applicable to information furnished to Blade or any of its Subsidiaries by third parties that may be in Blade’s or any of its Subsidiaries’ possession from time to time, and except for any information which (a) relates to the negotiation of this Agreement or the Transactions, (b) is prohibited from being disclosed by applicable Law, or (c) in the opinion of legal counsel of Blade would result in the loss of attorney-client privilege or other privilege from disclosure, Blade shall, and shall cause its Subsidiaries to, afford to Acquiror and its Representatives reasonable access during the Interim Period and with reasonable advance written notice, in such manner as to not interfere with the normal operation of Blade and its Subsidiaries, to all of their properties, books, Contracts, commitments, Tax Returns, records and appropriate officers and employees of Blade and its Subsidiaries, and shall use its and their commercially reasonably efforts to furnish such Representatives with all financial and operating data (including internal working papers) and other information concerning the affairs of Blade and its Subsidiaries that are in the possession of Blade or its Subsidiaries, in each case, as Acquiror and its Representatives may reasonably request solely for purposes of consummating the Transactions; provided, that such access shall not include any unreasonably invasive or intrusive investigations or other testing, sampling or analysis of any properties, facilities or equipment of Blade or its Subsidiaries without the prior written consent of Blade; and provided, further, that such access shall not be required to the extent Blade reasonably determines, in light of COVID-19 or COVID-19 Measures, that such access would jeopardize the health and safety of any employee of Blade or its Subsidiaries (provided, however, that Blade shall use its commercially reasonable efforts to make appropriate substitute arrangements to permit reasonable access or disclosure). All information obtained by Acquiror, and its Representatives under this Agreement shall be subject to the Confidentiality Agreement and Section 8.05.

-65-

Section 6.03 No Claim Against the Trust Account. Blade, on behalf of itself and the Pre-Closing Holders and its other Affiliates, represents and warrants that it has read the IPO Prospectus and other SEC Reports, the Acquiror Organizational Documents, and the Trust Agreement and understands that Acquiror established the Trust Account containing the proceeds of the IPO and the overallotment securities acquired by Acquiror’s underwriters and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of Acquiror’s public shareholders (including overallotment shares acquired by Acquiror’s underwriters, the “Public Shareholders”), and that, except as otherwise described in the IPO Prospectus, Acquiror may disburse monies from the Trust Account only: (a) to the Public Shareholders if they elect to redeem their Acquiror shares in connection with the consummation of Acquiror’s initial Business Combination or in connection with an extension of Acquiror’s deadline to consummate a Business Combination; (b) to the Public Shareholders if Acquiror fails to consummate a Business Combination within 24 months after the closing of the IPO, subject to extension by an amendment to the Acquiror Organizational Documents; (c) with respect to any interest earned on the amounts held in the Trust Account, amounts necessary to pay for any franchise or income taxes and up to $100,000 in liquidation expenses, or (d) to Acquiror after or concurrently with the consummation of a Business Combination. For and in consideration of Acquiror entering into this Agreement and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Blade, on behalf of itself and the Pre-Closing Holders and its other Affiliates, acknowledges and agrees that, notwithstanding anything to the contrary in this Agreement, neither Blade, nor any of the Pre-Closing Holders or its other Affiliates, do now or shall at any time hereafter have any right, title, interest or claim of any kind in or to any monies in the Trust Account or distributions therefrom, or make any claim against the Trust Account (including any distributions therefrom), regardless of whether such claim arises as a result of, in connection with or relating in any way to, this Agreement or any proposed or actual business relationship between Acquiror or its Representatives, on the one hand, and Blade, the Pre-Closing Holders and their Representatives, on the other hand, or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (collectively, the “Released Claims”). Blade, on behalf of itself and the Pre-Closing Holders and its other Affiliates (solely in their capacity as Pre-Closing Holders and/or Affiliates of Blade), (i) hereby irrevocably waive any Released Claims that Blade, the Pre-Closing Holders and Blade’s other Affiliates may have against the Trust Account (including any distributions therefrom) now or in the future as a result of, or arising out of, any negotiations, contracts or agreements with Acquiror or its Representatives and will not seek recourse against the Trust Account (including any distributions therefrom) for any reason whatsoever to the extent arising out of the Released Claims (including for an alleged breach of this Agreement or any other agreement with Acquiror or its Affiliates), (ii) agree and acknowledge that such irrevocable waiver is material to this Agreement and the Transactions and specifically relied upon by Acquiror to induce Acquiror to enter into this Agreement, and (iii) intend and understand such waiver to be valid, binding and enforceable against Blade, the Pre-Closing Holders and Blade’s other Affiliates (solely in their capacity as Pre-Closing Holders and/or Affiliates of Blade) under applicable Law. To the extent Blade, the Pre-Closing Holders and Blade’s other Affiliates (solely in their capacity as Pre-Closing Holders and/or Affiliates of Blade) commence any Action or proceeding based upon, in connection with, relating to or arising out of any matter relating to Acquiror or its Representatives, which proceeding seeks, in whole or in part, monetary relief against Acquiror or its Representatives, Blade, on behalf of itself and the Pre-Closing Holders and its other Affiliates, hereby acknowledges and agrees that Blade, the Pre-Closing Holders and Blade’s other Affiliates’ sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit such Persons (or any Person claiming on any of their behaves or in lieu of any of them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein. In the event that Blade or any of its Affiliates (solely in their capacity as Pre-Closing Holders and/or Affiliates of Blade) commences Action based upon, in connection with, relating to or arising out of any matter relating to Acquiror or its Representatives which proceeding seeks, in whole or in part, relief against the Trust Account (including any distributions therefrom), whether in the form of money damages or injunctive relief, Acquiror and its Representatives, as applicable, shall be entitled to recover from Blade and its Affiliates, as applicable, the associated legal fees and costs in connection with any such Action, in the event Acquiror or its Representatives, as applicable, prevails in such Action This Section 6.03 shall survive the termination of this Agreement for any reason and continue indefinitely.

-66-

Section 6.04 Proxy Statement / Prospectus.

(a) As promptly as reasonably practicable following the date of this Agreement, Blade shall deliver to Acquiror the audited consolidated balance sheets of Blade and its Subsidiaries as at December 31, 2020 and December 31, 2019, and the related audited consolidated statements of income and comprehensive income, stockholders’ equity and cash flows for the year then ended, each audited by a PCAOB qualified auditor in accordance with GAAP and PCAOB standards, together with the auditor’s reports thereon (the “Blade Final Audited Financial Statements”). Blade shall use its reasonable best efforts to deliver to Acquiror, as soon as reasonably practicable following the date of this Agreement, any other audited or unaudited consolidated balance sheets and the related audited or unaudited consolidated statements of operations and comprehensive loss, convertible preferred stock and members’ deficit and cash flows of Blade and its Subsidiaries as of and for a year-to-date period ended as of the end of any other different fiscal quarter (and as of and for the same period from the previous fiscal year) or fiscal year, as applicable that is reasonably required to be included in the Proxy Statement / Prospectus. All such financial statements, together with any audited or unaudited consolidated balance sheet and the related audited or unaudited consolidated statements of operations and comprehensive loss, convertible preferred stock and members’ deficit and cash flows of Blade and its Subsidiaries as of and for a year-to-date period ended as of the end of a different fiscal quarter (and as of and for the same period from the previous fiscal year) or fiscal year (and as of and for the prior fiscal quarter) that is required to be included in the Proxy Statement / Prospectus (i) will fairly present in all material respects the financial position of Blade and its Subsidiaries as at the date thereof, and the results of its operations, members’ equity and cash flows for the respective periods then ended (subject, in the case of any interim financial statements, to normal year-end audit adjustments (none of which is expected to be material) and the absence of footnotes), (ii) will be prepared in conformity with GAAP applied on a consistent basis during the periods involved, (iii) in the case of any audited financial statements, will be audited in accordance with the standards of the PCAOB, and (iv) will comply in all material respects with the applicable accounting requirements and with the applicable rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof (including Regulation S-X or Regulation S-K, as applicable) for purposes of inclusion in the Registration Statement. Blade agrees that it shall be available to, and Blade and its Subsidiaries shall use its reasonable best efforts to make its officers and employees available to, in each case upon reasonable advance notice, Acquiror and its counsel in connection with (A) the drafting of the Registration Statement and the Proxy Statement / Prospectus and (B) responding in a timely manner to comments on the Registration Statement and the Proxy Statement / Prospectus from the SEC. Without limiting the generality of the foregoing, Blade agrees that it shall reasonably cooperate with Acquiror in connection with the preparation for inclusion in the Registration Statement and the Proxy Statement / Prospectus of pro forma financial statements that comply with the requirements of Regulation S-X under the rules and regulations of the SEC (as interpreted by the staff of the SEC). Blade agrees that it shall use its reasonable best efforts to provide the Acquiror with such information concerning Blade and its Subsidiaries, stockholders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be reasonably required or appropriate for inclusion in the Registration Statement and the Proxy Statement / Prospectus, or in any amendments or supplements thereto, which information provided by Blade shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not materially misleading.

(b) From and after the date on which the Proxy Statement / Prospectus is mailed to Acquiror’s shareholders, Blade agrees that it will give Acquiror prompt written notice of any action taken or not taken by Blade or its Subsidiaries or of any development regarding Blade or its Subsidiaries, in any such case which is or becomes known by Blade, that would cause the Proxy Statement / Prospectus to contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements, in light of the circumstances under which they were made, not misleading; provided, that if any such action shall be taken or fail to be taken or such development shall otherwise occur, Acquiror and Blade shall cooperate fully to cause an amendment or supplement to be made promptly to the Proxy Statement / Prospectus, such that the Proxy Statement / Prospectus no longer contains an untrue statement of a material fact or omits to state to state a material fact necessary in order to make the statements, in light of the circumstances under which they were made, not misleading; provided, further, however, that no information received by Acquiror pursuant to this Section 6.04(b) shall operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Blade, and no such information shall be deemed to change, supplement or amend the Schedules.

-67-

Section 6.05 Blade Approvals. Upon the terms set forth in this Agreement, Blade shall, at its option, as soon as reasonably practicable after the Registration Statement is declared effective under the Securities Act, and in any event no later than seventy-two (72) hours after such effectiveness (a) seek to obtain the Required Blade Stockholder Approval in the form of an irrevocable written consent (the “Written Consent”) or (b) if Blade determines that it is not able to obtain the Written Consent, Blade shall call and hold a meeting of its stockholders in order to seek to obtain the Required Blade Stockholder Approval, and Blade shall use its reasonable best efforts to take all other actions necessary or advisable to secure the Required Blade Stockholder Approval, including enforcing the Blade Voting Agreements. Blade will not fail to make, amend, change, withdraw, modify, withhold or qualify the Blade Board Recommendation.

Section 6.06 No Acquiror Common Stock Transactions. Blade acknowledges and agrees that it is aware, and that its Representatives are aware or, upon receipt of any material nonpublic information, will be advised, of the restrictions imposed by Securities Laws on a Person possessing material nonpublic information about a publicly traded company. Blade hereby agrees that, while it is in possession of such material nonpublic information, it shall not, and it will cause its Subsidiaries and direct its directors, officers and its and their respective Affiliates not to, purchase or sell any securities of Acquiror (other than engaging in the Transactions), communicate such information to any third party, take any other action with respect to Acquiror in violation of such Laws, or cause or encourage any third party to do any of the foregoing.

Article VII
COVENANTS OF ACQUIROR

Section 7.01 Indemnification and Directors’ and Officers’ Insurance.

(a) From and after the Effective Time, Acquiror shall, and shall cause the Surviving Entities to, indemnify and hold harmless each present and former director, manager and officer of Blade, each Acquiror Party and each of their respective Subsidiaries (each such Person a “D&O Indemnified Party”) against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent that Blade, such Acquiror Party or its Subsidiaries would have been permitted under applicable Law and their respective Organizational Documents in effect on the date of this Agreement to indemnify such D&O Indemnified Party (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law). Without limiting the foregoing, Acquiror shall cause the Surviving Entities and each of their respective Subsidiaries to, (i) maintain for a period of not less than six years from the Effective Time provisions in their respective Organizational Documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of officers and directors/managers that are no less favorable to those Persons than the provisions of such Organizational Documents as of the date of this Agreement and (ii) not amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by Law.

-68-

(b) Acquiror shall or shall cause one or more of its Subsidiaries to purchase, at or prior to the Closing, and Acquiror shall or shall cause one or more of its Subsidiaries to maintain in effect for a period of six years from the Effective Time, one or more policies of directors’ and officers’ liability insurance covering those Persons who are currently directors or officers of Blade or Acquiror or otherwise currently covered by Blade’s, Acquiror’s or any of their respective Subsidiaries’ directors’ and officers’ liability insurance policies (true, correct and complete copies of which with respect to Blade have been heretofore made available to Acquiror or its agents or representatives) on terms not less favorable than the terms of such current insurance coverage, except that in no event shall Acquiror or its Subsidiaries be required to (but at its election it may) pay an aggregate premium for any such insurance policy in excess of 300% of the annual premium payable by Blade or the Acquiror, as applicable, for its current insurance policy covering the year ending December 31, 2021; provided, however, that (i) Acquiror may cause coverage to be extended under the current directors’ and officers’ liability insurance by obtaining a six-year “tail” policy containing terms not materially less favorable than the terms of such current insurance coverage with respect to claims existing or occurring at or prior to the Effective Time (the “D&O Tail”) and (ii) if any claim is asserted or made within such six-year period, any insurance required to be maintained under this Section 7.01 shall be continued in respect of such claim until the final disposition thereof.

(c) Notwithstanding anything contained in this Agreement to the contrary, this Section 7.01 shall survive the consummation of the Merger indefinitely and shall be binding, jointly and severally, on Acquiror, the Surviving Entities and all successors and assigns of Acquiror and the Surviving Entities. If Acquiror or the Surviving Entities or any of their respective successors or assigns consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each such case, proper provision shall be made so that the successors and assigns of Acquiror or the Surviving Entities, as the case may be, shall succeed to the obligations set forth in this Section 7.01.

(d) On the Closing Date, Acquiror shall enter into customary indemnification agreements reasonably satisfactory to Blade and Acquiror with the post-Closing directors and officers of the Surviving Entities, which indemnification agreements shall continue to be effective following the Closing.

(e) The Parties acknowledge and agree that the D&O Indemnified Parties shall be intended third party beneficiaries of this Section 7.01.

Section 7.02  Conduct of Acquiror During the Interim Period.

(a) During the Interim Period, except as set forth on Schedule 7.02(a), as required by this Agreement or the Transaction Agreements (including the Subscription Agreements), as consented to by Blade in writing (which consent shall not be unreasonably conditioned, withheld or delayed), or as required by applicable Law (including COVID-19 Measures), Acquiror shall not and shall not permit Merger Sub to:

(i) change, modify or amend the Trust Agreement, the Acquiror Organizational Documents or the Organizational Documents of Merger Sub;

-69-

(ii) (A) declare, set aside or pay any dividends on, or make any other distribution in respect of any outstanding Equity Securities of Acquiror or Merger Sub, (B) split, combine or reclassify any Equity Securities of Acquiror or Merger Sub or (C) other than as required in connection with the Acquiror Shareholder Redemption or as otherwise required by the Acquiror Organizational Documents in order to consummate the Transactions, repurchase, redeem or otherwise acquire, or offer to repurchase, redeem or otherwise acquire, any Equity Securities of Acquiror or Merger Sub;

(iii) other than in the ordinary course of business, (A) make, change or revoke any material Tax election in a manner inconsistent with past practice, (B) adopt, change or revoke any accounting method with respect to material Taxes, (C) file or amend any material Tax Return in a manner inconsistent with past practice, (D) prosecute, settle or compromise any material Tax liability or any Action, audit or other similar proceeding related to any material amount of Taxes, (E) enter into any closing agreement with respect to any material Tax, (F) surrender any right to claim a refund of material Taxes, (G) consent to any extension or waiver of the limitations period applicable to any material Tax claim or assessment, or (H) enter into any material Tax allocation, Tax sharing, Tax indemnification or similar agreement or arrangement (other than (x) any customary commercial agreement entered into in the ordinary course of business and not primarily relating to Taxes and (y) agreements solely among the Acquiror Parties), in each case with respect to each item in this clause (iii), to the extent such action would have a material and adverse impact on Acquiror or Blade or any of its Subsidiaries;

(iv) enter into, renew or amend in any material respect, any transaction or Contract with an Affiliate of Acquiror (including, for the avoidance of doubt, (A) the Sponsor and (B) any Person in which the Sponsor has a direct or indirect legal, contractual or beneficial ownership interest of 5% or greater) other than loans made by the Sponsor or its Affiliate to the Acquiror for working capital purposes to the extent permitted by Section 7.02(a)(vi);

(v) waive, release, compromise, settle or satisfy any pending or threatened material claim (which shall include, but not be limited to, any pending or threatened Action) or compromise or settle any liability, in each case other than compromises or settlements in an aggregate amount not greater than $500,000; provided, that this Section 7.02(a)(v) will not apply with respect to any Transaction Litigation;

(vi) incur or assume any Indebtedness or guarantee any Indebtedness of another Person, issue or sell any debt securities or warrants or other rights to acquire any debt securities of another Person, other than any Indebtedness for borrowed money or guarantee provided to Acquiror by Sponsor or its Affiliate and necessary to finance Acquiror’s ordinary course administrative costs and expenses and expenses incurred in support of the consummation of the Merger and the other Transactions (including the PIPE Investment), up to an aggregate amount not to exceed $1,000,000;

-70-

(vii) (A) offer, issue, deliver, grant or sell, or authorize or propose to offer, issue, deliver, grant or sell, any Equity Securities (other than up to $1.5 million in warrants of Acquiror (in form and substance identical to the Acquiror Private Warrants) issued upon conversion of working capital loans in accordance with the IPO Prospectus) or (B) amend, modify or waive any of the terms or rights set forth in, any Acquiror Warrant or the applicable warrant agreement, including any amendment, modification or reduction of the warrant price set forth therein;

(viii) (A) acquire (including, without limitation, by merger, consolidation, or acquisition of stock or assets or any other business combination) any corporation, partnership, other business organization or otherwise acquire any securities or material assets from any third party or (B) enter into any strategic joint ventures, partnerships or alliances with any other Person or make any loan or advance or investment in any third party or initiate the start- up of any new business, non-wholly owned Subsidiary or joint venture;

(ix) liquidate, dissolve, reorganize or otherwise wind up the business and operations of Acquiror or Merger Sub;

(x) hire any employee or adopt or enter into any employee benefit plan;

(xi) make any material change in accounting principles or methods of accounting, other than as may be required by GAAP; or

(xii) enter into any agreement, or otherwise become obligated, to do any action prohibited under this Section 7.01(a).

(b) Notwithstanding anything in this Section 7.01(a) or this Agreement to the contrary, (i) nothing shall give Blade, directly or indirectly, the right to control or direct the operations of any Acquiror Party and (ii) nothing set forth in this Agreement shall prohibit, or otherwise restrict the ability of, any Acquiror Party from using the funds held by Acquiror outside the Trust Account to pay any Acquiror expenses or liabilities prior to the Closing.

(c) During the Interim Period, Acquiror shall use its commercially reasonable efforts to, and shall cause its Subsidiaries to use their commercially reasonable efforts to, comply with, and continue performing under, as applicable, their respective Organizational Documents, the Trust Agreement, and all other material Contracts to which Acquiror or its Subsidiaries may be a party.

(d) During the Interim Period, Acquiror shall use its commercially reasonable efforts to, and shall instruct its financial advisors to, keep Blade and its advisors reasonably informed with respect to the Conversion and the PIPE Investment, including by (i) providing regular updates and (ii) consulting and cooperating with, and considering in good faith any feedback from, Blade or its advisors with respect to such matters.

Section 7.03 Inspection. Subject to confidentiality obligations and similar restrictions that may be applicable to information furnished to Acquiror or its Subsidiaries by third parties that may be in Acquiror’s or its Subsidiaries’ possession from time to time, and except for any information which (a) relates to the negotiation of this Agreement or the Transactions, (b) is prohibited from being disclosed by applicable Law, or (c) in the opinion of legal counsel of Acquiror would result in the loss of attorney-client privilege or other privilege from disclosure, to the extent permitted by applicable Law (including COVID-19 Measures), Acquiror shall afford to Blade, its Affiliates and its Representatives reasonable access during the Interim Period and with reasonable advance notice, in such manner as to not interfere with the normal operation of such Acquiror and its Subsidiaries, to all of to their respective properties, books, Contracts, commitments, Tax Returns, records and appropriate officers and employees of Acquiror and its Subsidiaries, and shall use its and their commercially reasonably efforts to furnish Blade, its Affiliates and its Representatives with all financial and operating data (including internal working papers) and other information concerning the affairs of Acquiror and its Subsidiaries that are in the possession of Acquiror or its Subsidiaries, in each case as Blade, its Affiliates or its Representatives may reasonably request solely for purposes of consummating the Transactions; provided, that such access shall not be required to the extent Acquiror reasonably determines, in light of COVID-19 or COVID-19 Measures, that such access would jeopardize the health and safety of any Representative of Acquiror or its Subsidiaries (provided, however, that Acquiror shall use its commercially reasonable efforts to make appropriate substitute arrangements to permit reasonable access or disclosure). All information obtained by Blade, its Affiliates and its Representatives under this Agreement shall be subject to the Confidentiality Agreement and Section 8.05.

-71-

Section 7.04  Section 16 Matters. Prior to the Effective Time, Acquiror shall take all commercially reasonable steps as may be required (to the extent permitted under applicable Law) to cause any acquisition or disposition of shares of Acquiror Common Stock that occurs or is deemed to occur by reason of or pursuant to the Transactions by each individual who is or will be subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to Acquiror to be exempt under Rule 16b-3 promulgated under the Exchange Act, including adopting resolutions and taking other steps in accordance with the No-Action Letter, dated as of January 12, 1999, issued by the SEC regarding such matters.

Section 7.05  Incentive Equity Plan. Prior to the Closing Date, Acquiror shall approve and adopt, subject to approval of the Equity Incentive Plan Proposal by the shareholders of Acquiror: (a) the Incentive Equity Plan, in the form attached hereto as Exhibit D, providing for the issuance of the number of shares of Acquiror Common Stock set forth therein, with such changes as may be agreed to in writing by Acquiror and Blade (the “Incentive Equity Plan”) and (b) an employee stock purchase plan, in the form attached hereto as Exhibit J, providing for the issuance of the number of shares of Acquiror Common Stock set forth therein, with such changes as may be agreed to in writing by Acquiror and Blade (the “ESPP”), in each case to be effective as of the Closing or as otherwise set forth in the applicable plan document. Within two Business Days following the expiration of the 60 day period following the date Acquiror has filed current Form 10 information with the SEC reflecting its status as an entity that is not a shell company, Acquiror shall file an effective registration statement on Form S-8 (or other applicable form) with respect to the Acquiror Common Stock issuable under the Incentive Equity Plan and the ESPP, and Acquiror shall use reasonable best efforts to maintain the effectiveness of such registration statement(s) (and maintain the current status of the prospectus or prospectuses contained therein) for so long as awards granted pursuant to the Incentive Equity Plan and ESPP remain outstanding.

Section 7.06  Conversion. Subject to receipt of the Acquiror Shareholder Approval, prior to the Effective Time (and no later than the day prior to the Closing Date) Acquiror shall cause the Conversion to become effective, including by (a) filing with the Secretary of State of the State of Delaware a Certificate of Domestication with respect to the Conversion, in form and substance reasonably acceptable to Acquiror, and Blade, together with the Acquiror Certificate of Incorporation, in each case, in accordance with the provisions thereof and applicable Law, (b) adopt the Acquiror Bylaws and (c) complete and make and procure all filings required to be made with the Cayman Registrar in connection with the Conversion. In accordance with applicable Law, the Conversion shall provide that at the effective time of the Conversion, by virtue of the Conversion, and without any action on the part of any holder of Acquiror Securities (other than the Acquiror Shareholder Approval), (i) each of the then issued and outstanding Acquiror Class A Ordinary Shares shall convert automatically, on a one-for-one basis, into a share of Acquiror Common Stock, (ii) each of the then issued and outstanding Acquiror Class B Ordinary Shares shall convert automatically, on a one-for-one basis, into a share of Acquiror Common Stock, (iii) each of the then issued and outstanding Acquiror Warrants shall convert automatically into a warrant to acquire an equal number of shares of Acquiror Common Stock and (iv) each of the then issued and outstanding Acquiror Units shall separate automatically into a share of Acquiror Common Stock, on a one-for-one basis, and one-half of one warrant to acquire Acquiror Common Stock.

-72-

Section 7.07  PIPE Subscriptions. Unless otherwise approved in writing by Blade (which approval shall not be unreasonably withheld, conditioned or delayed), and except for any of the following actions that would not increase conditionality or impose any new obligation on Blade or Acquiror, Acquiror shall not (a) reduce the PIPE Investment Amount or the subscription amount under any Subscription Agreement or reduce or impair the rights of Acquiror under any Subscription Agreement or (b) permit any amendment or modification to be made to, any waiver (in whole or in part) of, or provide consent to modify (including consent to terminate), any provision or remedy under, or any replacements of, any of the Subscription Agreements, in each case, other than any assignment or transfer contemplated therein or expressly permitted thereby (without any further amendment, modification or waiver to such assignment or transfer provision); provided, that, in the case of any such assignment or transfer, the initial party to such Subscription Agreement remains bound by its obligations with respect thereto in the event that the transferee or assignee, as applicable, does not comply with its obligations to consummate the purchase of shares of Acquiror Common Stock contemplated thereby. Subject to the immediately preceding sentence and in the event that all conditions in the Subscription Agreements have been satisfied, Acquiror shall use its commercially reasonable efforts to take, or to cause to be taken, all actions required, necessary or that it otherwise deems to be proper or advisable to consummate the transactions contemplated by the Subscription Agreements on the terms described therein, including using its commercially reasonable efforts to enforce its rights under the Subscription Agreements to cause the PIPE Investors to pay to (or as directed by) Acquiror the applicable portion of the PIPE Investment Amount under each PIPE Investor’s applicable Subscription Agreement in accordance with its terms.

Section 7.08  Acquiror Public Filings. From the date hereof through the Effective Time, Acquiror will keep current and timely file all reports required to be filed or furnished with the SEC and otherwise comply in all material respects with its reporting obligations under applicable Laws.

Section 7.09  Nasdaq Listing. From the date hereof through the Effective Time, Acquiror shall use its commercially reasonable efforts to ensure that Acquiror remains listed as a public company on Nasdaq, and shall prepare and submit to Nasdaq a listing application, if required under Nasdaq rules, covering the shares of Acquiror Common Stock issuable in the Transactions, and shall obtain approval for the listing of such shares of Acquiror Common Stock and Blade shall reasonably cooperate with Acquiror with respect to such listing.

Section 7.10  Employee Benefits.

(a) Comparability. For a period of 12 months following the Closing Date (or, if shorter, during a Continuing Employee’s period of employment), Acquiror shall, and shall cause the Surviving Blade Entity, to provide each employee of Blade as of immediately prior to the Closing who continues in employment with Acquiror or the Surviving Blade Entity following the Effective Time (each, a “Continuing Employee”) with (i) annual base salary or wages and incentive compensation opportunities (excluding any equity or equity-based incentive compensation) that are no less than the annual base salary, wages and incentive compensation opportunities (excluding any equity or equity-based incentive compensation), respectively, provided to such Continuing Employee immediately prior to the Closing Date, and (ii) employee benefits that are not less favorable in the aggregate to such Continuing Employee than those provided to such Continuing Employee immediately prior to the Closing Date.

-73-

(b) Service Credit. From and after the Closing, Acquiror shall, and shall cause the Surviving Blade Entity to, give or cause to be given to each Continuing Employee credit for purposes of eligibility to participate, vesting of employer 401(k) plan contributions, level of severance and vacation/paid time off (and for any other purposes as may be required under applicable Law), but not for benefit accrual purposes under any defined benefit pension plan, under each employee benefit plan, program or arrangement established or maintained by Acquiror under which Continuing Employees are eligible to participate on or after the Closing (“New Plan”) to the same extent and for the same purpose as such service with Blade or one of its Subsidiaries or any predecessor thereof was credited on or prior to the Closing under the corresponding Blade Benefit Plan or Foreign Plan, as applicable; provided, however, that such credit need not be provided to the extent that such credit would result in any duplication of benefits for the same period of service.

(c) Pre-Existing Conditions/Copayment Credit. With respect to each New Plan that is a group welfare benefit plan in which any Continuing Employee or spouse or dependent thereof may be eligible to participate on or after the Closing, Acquiror shall use commercially reasonable efforts to (i) waive, or cause its Affiliates or insurance carrier to waive, all limitations as to preexisting conditions, actively-at-work requirements, exclusions and waiting periods, if any, with respect to participation and coverage requirements applicable to each Continuing Employee or spouse or dependent thereof, and any other similar restrictions that would prevent immediate or full participation by such Continuing Employee or eligible spouse or dependent thereof, under such New Plan, to the same extent satisfied or waived under a comparable Blade Benefit Plan or Foreign Plan, as applicable, in which such Continuing Employee participated, and (ii) provide or cause its Affiliates to provide credit to each Continuing Employee or eligible spouse or dependent thereof for any co-payments, deductibles, out-of-pocket expenses and for any lifetime maximums paid by such Continuing Employee or eligible spouse or dependent thereof under the comparable Blade Benefit Plan or Foreign Plan, as applicable, during the relevant plan year up to and including the Closing to the same extent and for the same purpose as credited under such comparable Blade Benefit Plan or Foreign Plan, as applicable, as if such amounts had been paid under such New Plan.

(d) Limitations. Blade and Acquiror acknowledge and agree that all provisions contained in this Section 7.10 are included for their sole benefit, and that nothing contained herein, express or implied, (i) is intended to confer any third-party beneficiary or other rights (including any right to continued employment for any period, to any particular term or condition of employment or to continued receipt of any specific employee benefit), or (ii) shall constitute an establishment, amendment to or any other modification of any New Plan, Blade Benefit Plan, Foreign Plan, or other employee benefit plan, or shall limit the right of Acquiror or any of its Affiliates to amend, terminate or otherwise modify any New Plan, Blade Benefit Plan, Foreign Plan or other employee benefit plan following the Closing Date.

Section 7.11  Trust Account. As of the Effective Time, the obligations of Acquiror to dissolve or liquidate within a specified time period as contained in the Acquiror Organizational Documents will be terminated and Acquiror shall have no obligation whatsoever to dissolve and liquidate the assets of Acquiror by reason of the consummation of the Merger or otherwise, and no stockholder of Acquiror shall be entitled to receive any amount from the Trust Account (other than with respect to an electing Public Stockholder in the Acquiror Shareholder Redemption). At least 72 hours prior to the Effective Time, Acquiror shall provide notice to the Trustee in accordance with the Trust Agreement and shall deliver any other documents, opinions or notices required to be delivered to the Trustee pursuant to the Trust Agreement and cause the Trustee prior to the Effective Time to, and the Trustee shall thereupon be obligated to, transfer all funds held in the Trust Account, net of redemptions in the Acquiror Shareholder Redemption, to Acquiror (to be held as available cash for immediate use on the balance sheet of Acquiror, and to be used (a) to pay the Acquiror Transaction Expenses and Blade Transaction Expenses, in each case, which remain unpaid as of the Effective Time, and working capital loans owed to Sponsor or its Affiliate, and (b) thereafter, for working capital and other general corporate purposes of the business following the Closing) and thereafter shall cause the Trust Account and the Trust Agreement to terminate.

-74-

Article VIII
JOINT COVENANTS

Section 8.01  Efforts to Consummate.

(a) Subject to the terms and conditions herein, each of the Parties shall use their respective reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things reasonably necessary or advisable to consummate and make effective as promptly as reasonably practicable the Transactions contemplated by this Agreement (including (i) the satisfaction of the closing conditions set forth in Article IX, (ii) obtaining as soon as practicable all material Consents and approvals of third parties (including any Governmental Authority) that any of Acquiror, Blade or their respective Affiliates are required to obtain in order to consummate the Transactions, and (iii) the consummation of the Conversion and the consummation of the PIPE Investment on the terms and subject to the conditions set forth in the Subscription Agreement). Without limiting the generality of the foregoing, each of the Parties shall use reasonable best efforts to obtain, file with or deliver to, as applicable, any Consents of any Governmental Authorities or other Persons necessary to consummate the Transactions and the transactions contemplated by the Transaction Agreements.

(b) Without limiting the generality of the foregoing, each Party shall (i) make all required filings pursuant to the HSR Act with respect to the Transactions promptly following the date of this Agreement and (ii) respond as promptly as reasonably practicable to any requests by any Governmental Authority for additional information and documentary material that may be requested pursuant to the HSR Act. Acquiror shall promptly inform Blade of any material communication between any Acquiror Party, on the one hand, and any Governmental Authority, on the other hand, and Blade shall promptly inform Acquiror of any material communication between Blade, on the one hand, and any Governmental Authority, on the other hand, in either case, regarding any of the Transactions or any Transaction Agreement.

(c) Each Party will (and, to the extent required, shall cause their respective controlled Affiliates to) (i) request early termination of all waiting periods applicable to the Transactions under the HSR Act (to the extent early termination is made available by the relevant Governmental Authorities), and (ii) reasonably cooperate in good faith with Governmental Authorities and undertake promptly any and all reasonable action required to complete lawfully the Transactions as soon as practicable (but in any event prior to the Termination Date) and any and all reasonable action necessary or advisable to avoid, prevent, eliminate or remove the actual or threatened commencement of any Action in any forum by or on behalf of any Governmental Authority or the issuance of any Governmental Order that would reasonably be expected to delay, enjoin, prevent, restrain or otherwise prohibit the consummation of the Merger or the other Transactions. Notwithstanding anything to the contrary in this Agreement, nothing in this Section 8.01 shall obligate any of Acquiror or Blade, or any of their respective Affiliates to, and (other than with the prior written consent of each of Acquiror and Blade) no Party shall, agree to (x) sell, license or otherwise dispose of, or hold separate and agree to sell, license or otherwise dispose of, any entities or assets of Blade or any of its Subsidiaries or any entity or asset of such Party or any of its Affiliates or any other Person or (y) terminate, amend or assign any existing relationships and contractual rights or obligations.

(d) With respect to each of the above filings, and any other requests, inquiries, Actions or other proceedings by or from Governmental Authorities, Blade and Acquiror shall (and, to the extent required, shall cause their respective controlled Affiliates to) (i) diligently and expeditiously defend and use reasonable best efforts to obtain any necessary or advisable clearance, approval, Consent, exemption, or authorization under Laws prescribed or enforceable by any Governmental Authority for the Transactions and to resolve any objections as may be asserted by any Governmental Authority with respect to the Transactions and (ii) reasonably cooperate with each other in the defense of such matters. To the extent not prohibited by Law, Blade shall promptly furnish to Acquiror, and Acquiror shall promptly furnish to Blade, copies of any notices or written communications received by such party or any of its Affiliates from any third party or any Governmental Authority with respect to the Transactions, and each Party shall permit counsel to the other Parties an opportunity to review in advance, and each Party shall consider in good faith the views of such counsel in connection with, any proposed written communications by such Party and/or its Affiliates to any Governmental Authority concerning the Transactions; provided, that none of the Parties shall extend any waiting period or comparable period under the HSR Act or enter into any agreement with any Governmental Authority without the written consent of the other Parties. To the extent not prohibited by Law, Blade agrees to provide Acquiror and its counsel, and Acquiror agrees to provide Blade and its counsel, the opportunity, on reasonable advance notice, to participate in any substantive meetings or discussions, either in person or by telephone, between such Party and/or any of its Affiliates, agents or advisors, on the one hand, and any Governmental Authority, on the other hand, concerning or in connection with the Transactions.

-75-

(e) During the Interim Period, Acquiror, on the one hand, and Blade, on the other hand, shall each notify each other in writing promptly after learning of any shareholder demands or other shareholder proceedings (including derivative claims) relating to this Agreement, the Transactions, any Transaction Agreements or any matters relating thereto (collectively, the “Transaction Litigation”) commenced against, in the case of Acquiror, any of the Acquiror Parties or any of their respective Representatives (in their capacity as a representative of an Acquiror Party) or, in the case of Blade, Blade or its Subsidiaries or any of its Representatives (in their capacity as a representative of Blade or its Subsidiaries). Acquiror and Blade shall each (i) keep the other reasonably informed regarding any Transaction Litigation, (ii) give the other the opportunity to, at their own respective cost and expense, participate in the defense, settlement and compromise of any such Transaction Litigation and reasonably cooperate with the other in connection with the defense, settlement and compromise of any such Transaction Litigation (subject to a customary joint defense agreement), (iii) consider in good faith the others’ advice with respect to any such Transaction Litigation, and (iv) reasonably cooperate with each other with respect to any such Transaction Litigation. Notwithstanding the foregoing, Acquiror shall, subject to and without limiting the covenants and agreements, and the rights of Blade, set forth in the immediately preceding sentence, control the negotiation, defense and settlement of any such Transaction Litigation; provided, however, that in no event shall Acquiror settle or compromise any Transaction Litigation without the prior written consent of Blade (not to be unreasonably withheld, conditioned or delayed). Without limiting the generality of the foregoing, in no event shall Blade, any of its Subsidiaries or any of its Representatives settle or compromise any Transaction Litigation without Acquiror’s prior written consent.

Section 8.02  Registration Statement; Proxy Statement / Prospectus; Special Meeting.

(a) Registration Statement; Proxy Statement / Prospectus.

(i) As promptly as reasonably practicable following the execution and delivery of this Agreement, Acquiror and Blade shall jointly prepare, and Acquiror shall file with the SEC, a registration statement on Form S-4 or other applicable form (the “Registration Statement”) pursuant to which shares of Acquiror Common Stock issuable in the Transactions (including the Conversion and the Merger) will be registered under the Securities Act, which shall include a proxy statement in connection with the Transactions (the “Proxy Statement / Prospectus”) to be sent to the shareholders of Acquiror in advance of the Special Meeting, for the purpose of, among other things: (A) providing Acquiror’s shareholders with the opportunity to redeem shares of Acquiror Class A Ordinary Shares by tendering such shares for redemption not later than two Business Days prior to the originally scheduled date of the Special Meeting (the “Acquiror Shareholder Redemption”); and (B) soliciting proxies from holders of Acquiror Class A Ordinary Shares to vote at the Special Meeting, as adjourned or postponed, in favor of the Acquiror Shareholder Matters. Without the prior written consent of Blade, the Acquiror Shareholder Matters shall be the only matters (other than procedural matters) which Acquiror shall propose to be acted on by the Acquiror’s shareholders at the Special Meeting, as adjourned or postponed. Acquiror and Blade will use their respective reasonable best efforts to cause the Registration Statement and the Proxy Statement / Prospectus to comply as to form and substance with the applicable requirements of the SEC and the rules and regulations thereunder, to have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filing and to keep the Registration Statement effective as long as is necessary to consummate the Transactions. Acquiror shall (I) file the definitive Proxy Statement / Prospectus with the SEC and (II) cause the Proxy Statement / Prospectus to be mailed to its shareholders of record, as of the record date to be established by the Acquiror Board in accordance with Section 8.02(b), as promptly as practicable (but in no event less than five Business Days except as otherwise required by applicable Law) following the date upon which the Registration Statement is declared effective by the SEC (such earlier date, the “Registration Statement Effectiveness Date”).

-76-

(ii) Prior to filing with the SEC, Acquiror will make available to Blade and its counsel drafts of the Registration Statement and the Proxy Statement / Prospectus and any other documents to be filed with the SEC, both preliminary and final, and any amendment or supplement to the Registration Statement and the Proxy Statement / Prospectus or such other document and will provide Blade and its counsel with a reasonable opportunity to comment on such drafts and shall consider such comments in good faith. Acquiror shall not file any such documents with the SEC without the prior consent of Blade (such consent not to be unreasonably withheld, conditioned or delayed). Acquiror will advise Blade promptly after it receives notice thereof, of: (A) the time when the Registration Statement has been filed; (B) the time when the Registration Statement is declared effective; (C) the filing of any supplement or amendment to the Registration Statement or the Proxy Statement / Prospectus; (D) any request by the SEC for amendment of the Registration Statement or the Proxy Statement / Prospectus; (E) any comments from the SEC relating to the Registration Statement or the Proxy Statement / Prospectus and responses thereto; (F) requests by the SEC for additional information; and (G) the issuance of any stop order or the suspension of the qualification of the Acquiror Common Stock for offering or sale in any jurisdiction or of the initiation or written threat of any proceeding for any such purpose. Acquiror shall respond to any SEC comments on the Registration Statement or the Proxy Statement / Prospectus as promptly as practicable following receipt by Acquiror of any such SEC comments (except to the extent due to the failure of Blade to timely provide information required to respond to such SEC comments) and shall use its reasonable best efforts to have the Registration Statement declared effective by the SEC under the Securities Act as promptly as practicable; provided, that prior to responding to any requests or comments from the SEC, Acquiror will make available to Blade and its counsel drafts of any such response and provide Blade and its counsel with a reasonable opportunity to review and comment on such drafts and shall consider in good faith any such comments.

(iii) If, at any time prior to the Special Meeting, there shall be discovered any information that should be set forth in an amendment or supplement to the Registration Statement or the Proxy Statement / Prospectus so that the Registration Statement or the Proxy Statement / Prospectus would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, Acquiror shall promptly file an amendment or supplement to the Registration Statement or the Proxy Statement / Prospectus containing such information.

(iv) Acquiror shall make all necessary filings with respect to the Transactions under the Securities Act, the Exchange Act and applicable “blue sky” laws, and any rules and regulations thereunder. Each of Acquiror and Blade agrees to furnish to the other party all information concerning itself, its Subsidiaries, officers, directors, managers, stockholders, and other equityholders and information regarding such other matters as may be reasonably necessary or advisable or as may be reasonably requested in connection with the Registration Statement, the Proxy Statement / Prospectus or any other statement, filing, notice or application made by or on behalf of Acquiror, Blade, or their respective Affiliates to any regulatory authority (including Nasdaq) in connection with the Transactions.

(b) Special Meeting.

(i) Acquiror will take, in accordance with applicable Law, Nasdaq rules and its Organizational Documents, all action necessary to give notice of and duly convene and hold an extraordinary general meeting (the “Special Meeting”) as promptly as reasonably practicable after the Registration Statement Effectiveness Date (and without the prior written consent of Blade, in no event later than thirty (30) Business Days after the Registration Statement Effectiveness Date, subject to any permitted postponement or adjournment as described below) and will establish a record date for, give notice of and commence the mailing of the Proxy Statement / Prospectus to the shareholders of Acquiror as promptly as practicable after the Registration Statement Effectiveness Date, to (A) consider and vote upon the approval of the Acquiror Shareholder Matters and to cause such vote to be taken and (B) provide shareholders of Acquiror with the opportunity to elect to effect an Acquiror Share Redemption. Acquiror may only elect to postpone or adjourn such meeting without the prior written consent of Blade (not to be unreasonably withheld, delayed or conditioned) if (x) a postponement or adjournment is required by Law, (y) as of the time for which the Special Meeting is originally scheduled (as set forth in the Proxy Statement / Prospectus) there are insufficient shares of Acquiror Class A Ordinary Shares represented (either in person or by proxy) and voting to approve the Acquiror Shareholder Matters or to constitute a quorum necessary to conduct the business of the Special Meeting or (z) Acquiror determines that the Acquiror Share Redemption could reasonably be expected to cause the conditions in Section 9.01(e) or Section 9.01(h) to not be satisfied at the Closing. Acquiror shall include in the Proxy Statement / Prospectus the Acquiror Board Recommendation and, following the Registration Statement Effectiveness Date, shall, subject to a Change in Recommendation under clause (ii) below, use its reasonable best efforts to solicit from its shareholders’ proxies in favor of the Acquiror Shareholder Matters. Acquiror shall keep Blade reasonably informed regarding all matters relating to the Acquiror Shareholder Matters and the Special Meeting, including by promptly furnishing any voting or proxy solicitation reports received by Acquiror in respect of such matters and similar updates regarding any redemptions.

-77-

(ii) Notwithstanding the foregoing, at any time prior to, but not after, obtaining approval of the Acquiror Shareholder Matters, solely in response to an Acquiror Intervening Event, the Acquiror Board may fail to make, amend, change, withdraw, modify, withhold or qualify the Acquiror Board Recommendation (any such action, a “Change in Recommendation”) if the Acquiror Board shall have determined in good faith, after consultation with its outside legal counsel, that, in response to such Acquiror Intervening Event, a failure to make a Change in Recommendation would violate its fiduciary duties under applicable Law; provided, that the Acquiror Board will not be entitled to make, or agree or resolve to make, and will not make, a Change in Recommendation unless (A) Acquiror shall have delivered to Blade a written notice (an “Acquiror Intervening Event Notice”) advising Blade that the Acquiror Board proposes to take such action and containing the material facts underlying the Acquiror Board’s determination that an Acquiror Intervening Event has occurred, (B) Acquiror and its Representatives shall have, during the period (the “Intervening Event Negotiation Period”) beginning upon the date of Blade’s receipt of the Acquiror Intervening Event Notice and expiring at 5:00 p.m., Eastern Time, on the fifth full Business Day thereafter, negotiated in good faith with Blade and its Representatives (to the extent Blade wishes to so negotiate) any revisions or adjustments to the terms and conditions of this Agreement as would obviate the need for a Change in Recommendation (it being understood that any material development with respect to an Acquiror Intervening Event during any Intervening Event Negotiation Period shall require a new notice but with an additional three-Business Day (instead of five-Business Day) period from the date of such notice (such period the “Renewed Negotiation Period”)), and (C) following expiration of the Intervening Event Negotiation Period and any Renewed Negotiation Period and after considering in good faith any revisions or adjustments to the terms and conditions of this Agreement that Blade shall have, prior to the expiration of the Intervening Event Negotiation Period, offered in writing in a manner that would form a binding Contract if accepted by Acquiror (and the other applicable Parties hereto), the Acquiror Board reaffirms in good faith (after consultation with its outside legal counsel) its determination that (1) an Acquiror Intervening Event has occurred and (2) in response to such Acquiror Intervening Event, the failure to make a Change in Recommendation would violate its fiduciary duties under applicable Law. For the avoidance of doubt, a Change in Recommendation will not affect Acquiror’s obligations pursuant to this Section 8.02 (other than as set forth in the immediately preceding sentence) or elsewhere in this Agreement.

Section 8.03  Exclusivity.

(a) Blade agrees that, during the Interim Period, Blade shall not take, nor shall Blade permit any of its controlled Affiliates or Representatives to take, whether directly or indirectly, any action to (i) solicit, knowingly assist or knowingly encourage, (ii) initiate, knowingly facilitate or engage in discussions or negotiations with, (iii) enter into any agreement with or (iv) provide non-public information concerning Blade to, any Person (other than Acquiror or any of its Affiliates or Representatives), in each case of (i) through (iv) relating to and in furtherance of an Acquisition Transaction; provided, that the execution, delivery and performance of this Agreement and the other Transaction Agreements and the consummation of the Transactions shall not be deemed a violation of this Section 8.03(a). Blade shall, and shall cause its controlled Affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any Person conducted prior to the date hereof with respect to, or which is reasonably likely to give rise to or result in, an Acquisition Transaction.

(b) During the Interim Period, Acquiror shall not take, nor shall it permit any of its Affiliates or Representatives to take, whether directly or indirectly, any action to (i) make any proposal or offer with respect to a Business Combination, (ii) initiate any discussions or negotiations with any Person with respect to a Business Combination, (iii) enter into any acquisition agreement, business combination, merger agreement or similar definitive agreement, or any letter of intent, memorandum of understanding or agreement in principle, or any other agreement relating to a Business Combination, in each case, other than to or with Blade and its Representatives or (d) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort by any Person relating to or which is intended or is reasonably likely to give rise to or result in, any offer, inquiry, proposal or indication of interest, written or oral relating to any Business Combination other than with Blade (an “Alternate Business Combination Proposal”); provided, that the execution, delivery and performance of this Agreement and the other Transaction Agreements and the consummation of the Transactions shall not be deemed a violation of this Section 8.03(b). Acquiror shall, and shall cause its Affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any Person conducted prior to the date hereof with respect to, or which is reasonably likely to give rise to or result in, an Alternate Business Combination Proposal.

-78-

(c) Each Party shall notify the other Parties as promptly as practicable (and in any event within 48 hours) in writing of the receipt by such Party or any of its Representatives of any bona fide inquiries, proposals or offers, requests for information or requests for discussions or negotiations with respect to, or which is reasonably likely to give rise to or result in an Acquisition Transaction or Alternate Business Combination Proposal, the identity of the party making such inquiry, proposal, offer or request for information and the material terms and conditions thereof. Each Party shall keep the other Parties promptly informed of the status of any such inquiries, proposals, offers or requests for information.

Section 8.04  Tax Matters.

(a) The Parties intend, for U.S. federal income tax purposes, that the Merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Code to which each of Acquiror, Merger Sub and Blade are parties under Section 368(b) of the Code. The Parties hereby adopt this Agreement as a “plan of reorganization” for purposes of Sections 354, 361 and 368 of the Code and within the meaning of Treasury Regulations Section 1.368-3(a) and 1.368-2(g). None of the Parties shall take or cause to be taken any action, or fail to take or cause to be taken any action, which action or failure to act would be reasonably expected to cause either of the Merger to fail to qualify for the Intended Income Tax Treatment. The Merger shall be reported by the Parties for all Tax purposes in accordance with the foregoing, unless otherwise required by a Governmental Authority as a result of a “determination” within the meaning of Section 1313(a) of the Code (or any similar provision of applicable state, local or non-U.S. Law). The Parties shall reasonably cooperate with each other and their respective counsel to document and support the Intended Income Tax Treatment of the Merger as a “reorganization” within the meaning of Section 368(a) of the Code, including providing reasonable factual support letters to tax advisors of the Parties. After the Closing Date, the Acquiror shall, and shall cause its Subsidiaries to, until the seventh (7th) anniversary of the Closing Date, retain all books and records in existence on the Closing Date to the extent pertaining to the qualification of Blade Common Stock as “qualified small business stock” (as defined in Section 1202 of the Code) and shall use commercially reasonable efforts to provide the Pre-Closing Holders relevant factual information included in such books and records that may be reasonably requested or required in respect of Section 1202 of the Code.

(b) All Transfer Taxes incurred at or after the Closing shall be paid by Acquiror. The Parties shall use commercially reasonable efforts to obtain any certificate or other document from any Governmental Authority or any other Person as may be necessary to mitigate, reduce or eliminate any Transfer Tax that could be imposed in connection with the Transactions.

Section 8.05  Confidentiality; Publicity.

(a) Blade hereby agrees that during the Interim Period and, in the event that this Agreement is terminated in accordance with Section 10.01, for a period of two (2) years after such termination, it shall, and shall cause its Representatives to: (i) treat and hold in strict confidence any Acquiror Confidential Information and not use for any purpose (except in connection with the consummation of the transactions contemplated by this Agreement or the Transaction Agreements, performing its obligations hereunder or thereunder, enforcing its rights hereunder or thereunder, or in furtherance of its authorized duties on behalf of the Acquiror or its Subsidiaries), nor directly or indirectly disclose, distribute, publish, disseminate or otherwise make available to any third party any of the Acquiror Confidential Information without the Acquiror’s prior written consent; and (ii) in the event that Blade or any of its Representatives becomes legally compelled to disclose any Acquiror Confidential Information, (A) provide the Acquiror, to the extent not prohibited by applicable Law, with prompt written notice of such requirement so that the Acquiror or its Affiliates, may seek, at Acquiror’s cost, a protective Governmental Order or other remedy or waive compliance with this Section 8.05(a), and (B) in the event that such protective Governmental Order or other remedy is not obtained, or the Acquiror waives compliance with this Section 8.05(a), furnish or disclose only that portion of such Acquiror Confidential Information which is legally required to be furnished or disclosed, in each case, as advised in writing by Blade’s (or such Representative’s, as applicable) outside counsel and to exercise its commercially reasonable efforts to obtain assurances that confidential treatment will be accorded such Acquiror Confidential Information. In the event that this Agreement is terminated and the Transactions are not consummated, Blade shall, and shall cause its Representatives to, promptly deliver to the Acquiror or destroy (at Blade’s election) any and all copies (in whatever form or medium) of Acquiror Confidential Information, and destroy all notes, memoranda, summaries, analyses, compilations and other writings related thereto or based thereon; provided, however, that Blade and its Representatives shall be entitled to keep any records required to be retained by applicable Law or pursuant to Blade’s bona fide record retention policies in existence as of the date hereof; and provided, further, that, notwithstanding the return or destruction of any Acquiror Confidential Information, all Acquiror Confidential Information shall remain subject to this Section 8.05.

-79-

(b) The Acquiror hereby agrees that during the Interim Period and, in the event that this Agreement is terminated in accordance with Section 10.01, for a period of two (2) years after such termination, it shall, and shall cause its Representatives to: (i) treat and hold in strict confidence any Blade Confidential Information, and not use for any purpose (except in connection with the consummation of the transactions contemplated by this Agreement or the Transaction Agreements, performing its obligations hereunder or thereunder or enforcing its rights hereunder or thereunder), nor directly or indirectly disclose, distribute, publish, disseminate or otherwise make available to any third party any of the Blade Confidential Information without Blade’s prior written consent; and (ii) in the event that the Acquiror or any of its Representatives becomes legally compelled to disclose any Blade Confidential Information, (A) provide Blade, to the extent not prohibited by applicable Law, with prompt written notice of such requirement so that Blade or its Affiliates may seek, at Blade’s sole expense, a protective Governmental Order or other remedy or waive compliance with this Section 8.05(b) and (B) in the event that such protective Governmental Order or other remedy is not obtained, or Blade waives compliance with this Section 8.05(b), furnish or disclose only that portion of such Blade Confidential Information which is legally required to be furnished or disclosed, in each case, as advised in writing by the Acquiror’s (or such Representative’s, as applicable) outside counsel and to exercise its commercially reasonable efforts to obtain assurances that confidential treatment will be accorded such Blade Confidential Information. In the event that this Agreement is terminated and the Transactions not consummated, the Acquiror shall, and shall cause its Representatives to, promptly deliver to Blade or destroy (at the Acquiror’s election) any and all copies (in whatever form or medium) of Blade Confidential Information and destroy all notes, memoranda, summaries, analyses, compilations and other writings related thereto or based thereon; provided, however, that the Acquiror and its Representatives shall be entitled to keep any records required to be retained by applicable Law or pursuant to the Acquiror’s bona fide record retention policies in existence as of the date hereof; and provided, further, that, notwithstanding the return or destruction of any Blade Confidential Information, all Blade Confidential Information shall remain subject to this Section 8.05.

(c) Subject to Section 8.05(d), none of the Parties nor any of their respective Representatives shall issue any press releases or make any public announcements with respect to this Agreement or the Transactions without the prior written consent of the other Parties, prior to the Closing; provided, however, that each Party may make any such announcement or other communication (i) if such announcement or other communication is required by applicable Law or the rules of any stock exchange, in which case the disclosing Party shall, to the extent permitted by applicable Law, prior to the issuance of any press release of making of any public announcement, first allow (A) Blade, if the disclosing party is Acquiror or (B) Acquiror, if the disclosing party is Blade (prior to the Closing), to review such announcement or communication and provide such Party the opportunity to comment thereon and the disclosing Party shall consider such comments in good faith, (ii) to the extent such announcements or other communications contain only information previously disclosed in a public statement, press release or other communication previously approved in accordance with this Section 8.05, and (iii) to Governmental Authorities in connection with any Consents required to be made under this Agreement or in connection with the Transactions. The Parties agree that the Sponsor, Acquiror and their respective Representatives may provide general information about the subject matter of this Agreement and the Transactions to any direct or indirect current or prospective investor in connection with the PIPE Investment, in each case, so long as such recipients are obligated to keep such information confidential in accordance with the requirements of this Section 8.05.

(d) The initial press release concerning this Agreement and the Transactions shall be a joint press release in the form agreed by Blade and Acquiror prior to the execution of this Agreement and such initial press release (the “Signing Press Release”) shall be released as promptly as practicable after the execution of this Agreement (but in any event within four Business Days thereafter). Promptly after the execution of this Agreement (but in any event within four Business Days thereafter), Acquiror shall file a current report on Form 8-K (the “Signing Filing”) with the Signing Press Release and a description of this Agreement as required by Securities Laws, which Blade shall have the opportunity to review and comment upon prior to filing and Acquiror shall consider such comments in good faith. Blade, Acquiror and the Sponsor shall mutually agree upon (such agreement not to be unreasonably withheld, conditioned or delayed by any of them) and, as promptly as practicable after the Closing (but in any event within four Business Days thereafter), issue a press release announcing the consummation of the Transactions (the “Closing Press Release”). Promptly after the Closing (but in any event within four Business Days after the Closing), Acquiror shall file a current report on Form 8-K (the “Closing Filing”) with the Closing Press Release and a description of the Closing as required by Securities Laws, which the Sponsor shall have the opportunity to review and comment upon prior to filing and Acquiror shall consider in good faith such comments. In connection with the preparation of the Signing Press Release, the Signing Filing, the Closing Press Release or the Closing Filing, each Party shall, upon written request by any other Party, furnish such other Party with all information concerning itself, its directors, officers and equity holders, and such other matters as may be reasonably necessary for such press release or filing.

Section 8.06  Post-Closing Cooperation; Further Assurances. Following the Closing, each Party shall, on the request of any other Party, execute such further documents, and perform such further acts, as may be reasonably necessary or appropriate to give full effect to the allocation of rights, benefits, obligations and liabilities contemplated by this Agreement and the Transactions.

Section 8.07  Qualification as an Emerging Growth Company. Acquiror shall, at all times during the period from the date hereof until the Closing: (a) take all actions necessary to continue to qualify as an “emerging growth company” within the meaning of the Jumpstart Our Business Startups Act of 2012 (“JOBS Act”) and (b) not take any action that would cause Acquiror to not qualify as an “emerging growth company” within the meaning of the JOBS Act.

-80-

Section 8.08  Documents and Information. After the Closing Date, the Acquiror shall, and shall cause its Subsidiaries to, until the seventh (7th) anniversary of the Closing Date, retain all books, records and other documents pertaining to the business of Blade and its Subsidiaries in existence on the Closing Date and make the same available for inspection and copying by the Sponsor during normal business hours of Acquiror and its Subsidiaries, upon reasonable request and upon reasonable notice. Other than in the ordinary course and pursuant to bona fide and documented document retention policies in effect as of the Closing Date, neither Acquiror nor any of its Subsidiaries shall destroy any such books, records or documents following the Closing and through the seventh (7th) anniversary of the Closing Date without first advising the Sponsor in writing and giving the Sponsor a reasonable opportunity to obtain possession thereof.

Section 8.09  Notification of Certain Matters. During the Interim Period, each Party shall give prompt notice to the other Parties if such Party or its Affiliates: (a) receives any notice or other communication in writing from any third party (including any Governmental Authority) alleging (i) that the Consent of such third party is or may be required in connection with the consummation of the Transactions or (ii) any non-compliance with any applicable Law by such Party or its Affiliates; (b) receives any notice or other communication from any Governmental Authority in connection with the consummation of the Transactions; (c) discovers any fact or circumstance that, or becomes aware of the occurrence or non-occurrence of any event the occurrence or non-occurrence of which, would reasonably be expected to (i) cause any of the representations or warranties of such Party contained herein to be materially untrue or misleading or (ii) cause or result in any of the conditions to the Closing set forth in Article IX not being capable of being satisfied or the satisfaction of those conditions being materially delayed; or (d) becomes aware of the commencement of, or receives a written threat with respect to the commencement of, any Action against such Party or any of its Affiliates, properties or assets, or, to the knowledge of such Party, any officer, director, partner, member or manager, in his, her or its capacity as such, of such Party or of its Affiliates, in each case, with respect to the consummation of the Transactions. No such notice shall constitute an acknowledgement or admission by the Party providing such notice regarding whether or not any of the conditions to the Closing have been satisfied or in determining whether or not any of the representations, warranties or covenants contained in this Agreement have been breached.

Section 8.10  Post-Closing Directors and Officers. The Parties shall take all such action within their respective power as may be necessary or appropriate such that:

(a) the Acquiror’s board of directors immediately following the Effective Time (the “Post-Closing Acquiror Board”) will consist of seven (7) individuals, including: (i) Dr. Michael Shleifer, (the “Acquiror Director”); (ii) one (1) person to be designated by mutual agreement of Blade and the Acquiror as soon as practicable following the date of this Agreement and prior to the Closing, who shall qualify as an independent director under Nasdaq rules; and (iii) five (5) persons designated by Blade pursuant to written notice to Acquiror as soon as reasonably practicable following the date of this Agreement and prior to the Closing, who shall be reasonably acceptable to Acquiror (and subject to the requirements of Nasdaq);

(b) at least four (4) of the members of the Post-Closing Acquiror Board will qualify as an independent director under Nasdaq rules;

(c) the Post-Closing Acquiror Board will be a classified board with three classes of directors allocated as equally as possible across classes, with (i) one class of directors, the Class I Directors, initially serving until the first annual meeting of Acquiror’s stockholders held following the Closing, (ii) a second class of directors, the Class II Directors, initially serving until the second annual meeting of Acquiror’s stockholders held following the Closing and (iii) a third class of directors, the Class III Directors, initially serving until the third annual meeting of Acquiror’s stockholders held following the Closing, which Class III Directors will initially include the Acquiror Director;

-81-

(d) the directors and officers of Blade as of immediately prior to the Effective Time shall have resigned effective as of the Effective Time (except to the extent that they are to become a director or officer of the Surviving Blade Entity in accordance with Section 2.05); and

(e) the respective boards of directors and officers of the Surviving Blade Entity as of immediately following the Effective Time are as described in Section 2.05.

Article IX
CONDITIONS TO OBLIGATIONS

Section 9.01  Conditions to Obligations of Acquiror and Blade. The obligations of the Acquiror and Blade to consummate, or cause to be consummated, the Transactions are subject to the satisfaction of the following conditions, any one or more of which may be waived (if legally permitted) in writing by the Acquiror and Blade:

(a) Regulatory Approvals. All (i) applicable waiting periods (and any extensions thereof) under the HSR Act in respect of the Transactions shall have expired or been terminated, and (ii) Consents set forth on Schedule 9.01(a) required to be obtained from or made with any Governmental Authority in order to consummate the Transactions shall have been obtained or made.

(b) No Prohibition. There shall not be in force any applicable Law or Governmental Order by any Governmental Authority of competent jurisdiction and having jurisdiction over the Parties with respect to the Transactions that has the effect of enjoining, prohibiting, or making illegal the consummation of the Transactions.

(c) Stockholder Approval. Each of the Required Acquiror Shareholder Approval and the Required Blade Stockholder Approval shall have been obtained.

(d) Registration Statement. The Registration Statement shall have become effective in accordance with the provisions of the Securities Act, no stop order suspending the effectiveness of the Registration Statement shall have been issued by the SEC that remains in effect and no proceeding seeking such a stop order shall have been threatened or initiated by the SEC and not withdrawn.

(e) Nasdaq. The Acquiror Common Stock to be issued in connection with the Transactions (including the Conversion, the Merger and the PIPE Investment) shall be listed or have been approved for listing on Nasdaq, subject only to official notice of issuance thereof.

(f) Appointment to the Board. The members of the Post-Closing Acquiror Board shall have been elected or appointed as of the Closing consistent with the requirements of Section 8.10.

(g) Acquiror Conversion. The Conversion shall have been consummated in accordance with Section 7.06 and a time-stamped copy of the certificate issued by the Secretary of State of the State of Delaware in relation thereto shall have been delivered to Blade.

(h) Net Tangible Assets Test. Either immediately prior to the Closing (after giving effect to the Acquiror Shareholder Redemption and any PIPE Investment) or upon the Closing, the Acquiror shall have consolidated net tangible assets of at least $5,000,001 (as determined in accordance with Rule 3a51-1(g) of the Exchange Act).

-82-

Section 9.02 Additional Conditions to Obligations of the Acquiror Parties. The obligations of the Acquiror Parties to consummate, or cause to be consummated, the Transactions are subject to the satisfaction of the following additional conditions, any one or more of which may be waived in writing by Acquiror:

(a) Representations and Warranties.

(i) The Blade Specified Representations (other than the representations and warranties of Blade contained in Section 4.06 (Current Capitalization)), shall be true and correct (without giving any effect to any limitation as to “materiality” or “Company Material Adverse Effect” or any similar limitation set forth therein) in all material respects as of the date of this Agreement and as of the Closing Date as though then made (except to the extent such representations and warranties expressly relate to an earlier date, which in such case, shall be true and correct in all material respects on and as of such earlier date).

(ii) The representations and warranties made by Blade in Section 4.06 (Current Capitalization) shall be true and correct (without giving any effect to any limitation as to “materiality” or “Company Material Adverse Effect” or any similar limitation set forth therein) as of the date of this Agreement and as of the Closing Date as though then made (except to the extent of any changes that reflect actions permitted in accordance with Section 6.01 of this Agreement and except to the extent such representations and warranties expressly relate to an earlier date, which in such case, shall be true and correct in all material respects on and as of such earlier date), except, in either case, for immaterial inaccuracies.

(iii) The representations and warranties made by Blade in Section 4.23(b) shall be true and correct in all respects.

(iv) The representations and warranties made by Blade in Article IV (other than the Blade Specified Representations and the representations and warranties contained in Section 4.23(b)) shall be true and correct (without giving any effect to any limitation as to “materiality” or “Company Material Adverse Effect” or any similar limitation set forth therein) as of the date of this Agreement and as of the Closing Date as though then made (except to the extent such representations and warranties expressly relate to an earlier date, which in such case, shall be true and correct on and as of such earlier date), except, in either case, where the failure of such representations and warranties to be so true and correct, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Company Material Adverse Effect.

(b) Agreements and Covenants. The covenants and agreements of Blade in this Agreement to be performed as of or prior to the Closing shall have been performed in all material respects; provided, that for purposes of this Section 9.02(b), a covenant or agreement of Blade shall only be deemed to have not been performed if Blade has materially breached such covenant or agreement and, if reasonably capable of cure, failed to cure such material breach within twenty (20) days after written notice thereof from Acquiror (or, if earlier, the Termination Date).

-83-

(c)  No Material Adverse Effect. No Company Material Adverse Effect shall have occurred with respect to Blade and its direct and indirect Subsidiaries taken as a whole since the date of this Agreement which is continuing and uncured.

(d)  Certain Ancillary Documents. Each Lock-Up Agreement and the Registration Rights Agreement shall be in full force and effect in accordance with the terms thereof.

(e)  Officer’s Certificate. Blade shall have delivered to Acquiror a certificate signed by an officer of Blade, dated as of the Closing Date, certifying that, to the knowledge and belief of such officer, the conditions specified in Section 9.02(a), Section 9.02(b) and Section 9.02(c), as they relate to Blade and its representations and warranties and covenants and agreements herein, have been satisfied.

(f) Convertible Securities. The Acquiror shall have received evidence reasonably acceptable to the Acquiror that Blade shall have terminated, extinguished and cancelled in full any outstanding Convertible Securities, excluding Blade Options, or commitments therefor.

Section 9.03 Additional Conditions to the Obligations of Blade. The obligation of Blade to consummate, or cause to be consummated, the Transactions is subject to the satisfaction of the following additional conditions, any one or more of which may be waived in writing by Blade:

(a) Representations and Warranties of the Acquiror Parties.

(i) Each of the representations and warranties of the Acquiror Parties contained in Article V (other than the representations and warranties of the Acquiror Parties contained in Section 5.01 (Corporate Organization), Section 5.02 (Due Authorization), Section 5.07 (Brokers’ Fees) and Section 5.11 (Capitalization)) shall be true and correct (without giving any effect to any limitation as to “materiality” or “Acquiror Material Adverse Effect” or any similar limitation set forth therein) as of the date of this Agreement and as of the Closing Date as though then made (except to the extent such representations and warranties expressly relate to an earlier date, which in such case, shall be true and correct on and as of such earlier date), except, in either case, where the failure of such representations and warranties to be so true and correct, individually or in the aggregate, has not had, and would not reasonably be expected to have, an Acquiror Material Adverse Effect.

(ii) Each of the representations and warranties of the Acquiror Parties contained in Section 5.01 (Corporate Organization), Section 5.02 (Due Authorization), Section 5.07 (Brokers’ Fees) and Section 5.11 (Capitalization) shall be true and correct (without giving any effect to any limitation as to “materiality” or any similar limitation set forth therein) in all material respects as of the Closing Date as though then made (except to the extent such representations and warranties expressly relate to an earlier date, which in such case, shall be true and correct in all material respects on and as of such earlier date).

(iii) The representations and warranties of the Acquiror Parties contained in Section 5.16(a) (Absence of Changes) shall be true and correct in all respects as of the date of this Agreement and as of the Closing Date.

(b) Agreements and Covenants. The covenants and agreements of the Acquiror Parties in this Agreement to be performed as of or prior to the Closing shall have been performed in all material respects; provided, that for purposes of this Section 9.03(b), a covenant or agreement of the Acquiror Parties shall only be deemed to have not been performed if the Acquiror Parties have materially breached such covenant or agreement and, if reasonably capable of cure, failed to cure such material breach within 20 days after written notice of such breach has been delivered by Blade to Acquiror (or if earlier, the Termination Date).

-84-

(c) No Acquiror Material Adverse Effect. No Acquiror Material Adverse Effect shall have occurred since the date of this Agreement which is continuing and uncured.

(d) Officer’s Certificate. Acquiror shall have delivered to Blade a certificate signed by an officer of Acquiror, dated as of the Closing Date, certifying that, to the knowledge and belief of such officer, the conditions specified in Section 9.03(a), Section 9.03(b) with respect to Acquiror and Section 9.03(c) have been satisfied.

(e) Available Closing Acquiror Cash. The Available Closing Acquiror Cash shall be equal to or greater than $75,000,000.

(f) Directors. All of the directors of Acquiror (other than those Persons identified as the initial directors of Acquiror following the Closing in accordance with Section 8.10) shall have resigned or otherwise been removed effective as of immediately prior to the Effective Time.

(g) Trust Account. Acquiror shall have made all necessary and appropriate arrangements with the Trustee to have all of the funds in the Trust Account disbursed to Acquiror immediately prior to the Effective Time, and all such funds released from the Trust Account shall be available for immediate use to Acquiror in respect of all or a portion of the payment obligations set forth in Section 7.11.

(h) Certain Ancillary Agreements. Each Lock-Up Agreement and the Registration Rights Agreement shall be in full force and effect in accordance with the terms thereof.

Section 9.04 Frustration of Conditions. A Party may not rely on the failure of any condition set forth in this Article IX to be satisfied if such failure was due to the failure of such Party to perform any of its obligations under this Agreement.

Article X
TERMINATION/EFFECTIVENESS

Section 10.01Termination. This Agreement may be validly terminated, and the Transactions may be abandoned at any time prior to the Closing only as follows:

(a) by mutual written agreement of Acquiror and Blade;

(b) by written notice from Acquiror or Blade to the other, if there shall be in effect any (i) Law in any jurisdiction of competent authority or (ii) Governmental Order issued, promulgated, made, rendered or entered into by any court or other tribunal of competent jurisdiction, that, in the case of each of clauses (i) and (ii), permanently restrains, enjoins, makes illegal or otherwise prohibits the consummation of the Merger and in the case of any such Governmental Order, such Governmental Order shall have become final and non-appealable, except that the right to terminate this Agreement pursuant to this Section 10.01(b) will not be available to any Party that has failed to use its reasonable best efforts to resist, appeal, obtain consent pursuant to, resolve or lift, as applicable, such final and non-appealable order;

(c) by written notice from Acquiror or Blade to the other, if the Effective Time has not occurred by 11:59 p.m., Eastern Time, on April 15, 2022 (the “Termination Date”); provided, that the Termination Date shall automatically be extended for a period of sixty (60) days in the event that there is any delay to the applicable waiting or review period or process, or any extension thereof, by any Governmental Authority (including the SEC with respect to the Registration Statement) or Nasdaq (including any specific request from any Governmental Authority, including the SEC, or Nasdaq to delay filings or for additional time to review the Transactions) that would, or would reasonably be expected to, have the effect of delaying, impeding, hindering or preventing the review of the Transaction or issuance of clearance or approval from such Governmental Authority to the extent required to satisfy any of the conditions set forth in Section 9.01(a), Section 9.01(d) or Section 9.01(e); provided, further, that the right to terminate this Agreement pursuant to this Section 10.01(c) will not be available to any Party whose breach of any provision of this Agreement primarily causes or results in the failure of the Merger to be consummated by such time;

-85-

(d) by written notice from Acquiror or Blade to the other, if Acquiror fails to obtain the Required Acquiror Shareholder Approval upon the vote taken thereon at the Special Meeting (or at a meeting of its shareholders following any adjournment or postponement thereof);

(e) by written notice from Acquiror to Blade, if Blade has breached or failed to perform any of its (i) representations or warranties or (ii) covenants or other agreements contained in this Agreement, which breach or failure to perform (A) would or would reasonably be expected to result in the failure of a condition set forth in Section 9.02(a) or Section 9.02(b) to be satisfied at the Closing and (B) is not capable of being cured by the Termination Date or, if capable of being cured by the Termination Date, is not cured by Blade before the earlier of (I) the Termination Date and (II) the 40^th day following receipt of written notice from Acquiror of such breach or failure to perform; provided, that Acquiror shall not have the right to terminate this Agreement pursuant to this Section 10.01(e) if it is then in material breach of any representations, warranties, covenants or other agreements contained in this Agreement that would result in the failure of a condition set forth in Section 9.03(a) or Section 9.03(b) with respect to Acquiror to be satisfied;

(f) by written notice from Blade to the Acquiror, if any Acquiror Party has breached or failed to perform any of its (i) representations or warranties or (ii) covenants or other agreements contained in this Agreement, which breach or failure to perform (A) would or would reasonably be expected to result in the failure of a condition set forth in Section 9.03(a) or Section 9.03(b) with respect to Acquiror to be satisfied as of the Closing and (B) is not capable of being cured by the Termination Date or, if capable of being cured by the Termination Date, is not cured by the Acquiror Parties before the earlier of (I) the Termination Date and (II) the 40^th day following receipt of written notice from Acquiror of such breach or failure to perform; provided, that Blade shall not have the right to terminate this Agreement pursuant to this Section 10.01(f) if it is then in material breach of any representations, warranties, covenants or other agreements contained in this Agreement that would result in the failure of a condition set forth in Section 9.02(a) or Section 9.02(b) to be satisfied;

(g) by written notice from the Acquiror to Blade, if Blade fails to deliver to Acquiror evidence of the Required Blade Stockholder Approval within seventy-two (72) hours after the Registration Statement has been declared effective under the Securities Act; provided, however, that the Acquiror shall not have the right to terminate this Agreement pursuant to this Section 10.01(g) following delivery of evidence of the Required Blade Stockholder Approval to Acquiror;

(h) by written notice from the Acquiror to Blade, if there shall have been a Company Material Adverse Effect on Blade and its direct and indirect Subsidiaries taken as a whole following the date of this Agreement which is not capable of being cured by the Termination Date or, if capable of being cured by the Termination Date, is not cured by Blade before the earlier of (i) the Termination Date and (ii) the 20th day following receipt of written notice from Acquiror of such Company Material Adverse Effect;

-86-

(i) by written notice from Blade to the Acquiror, if there shall have been an Acquiror Material Adverse Effect which is not capable of being cured by the Termination Date or, if capable of being cured by the Termination Date, is not cured by the Acquiror before the earlier of (i) the Termination Date and (ii) the 20th day following receipt of written notice from Blade of such Acquiror Material Adverse Effect; or

(j) by written notice from Blade to the Acquiror, if there has been a Change in Recommendation.

Section 10.02 Effect of Termination. Except as otherwise set forth in this Section 10.02, if this Agreement is terminated pursuant to Section 10.01, this Agreement shall forthwith become void and have no effect, without any liability on the part of any Party or its respective Affiliates, officers, directors, employees or stockholders, other than liability of any Party for any Fraud or any willful and knowing material breach of this Agreement by such Party occurring prior to such termination. The provisions of Section 6.03 (No Claim Against the Trust Account), Section 8.05 (Confidentiality; Publicity), this Section 10.02 (Effect of Termination) and Article XI (collectively, the “Surviving Provisions”) and the Confidentiality Agreement, and any other Section or Article of this Agreement referenced in the Surviving Provisions which are required to survive in order to give appropriate effect to the Surviving Provisions, shall in each case survive any termination of this Agreement.

Article XI
MISCELLANEOUS

Section 11.01 Waiver. At any time and from time to time prior to the Effective Time, Acquiror and Blade may, to the extent legally allowed and except as otherwise set forth herein, (a) extend the time for the performance of any of the obligations or other acts of any other Party, as applicable, (b) waive any inaccuracies in the representations and warranties of any other Party contained herein or in any document delivered pursuant hereto, and (c) subject to the requirements of applicable Law, waive compliance by any other Party with any of the agreements or conditions contained herein applicable to such Party (it being understood that (i) each Acquiror Party shall be deemed a single Party for purposes of this Section 11.01 (ii) no such extension with respect to the performance of any obligation or other act of the Acquiror Parties, and no such waiver of any inaccuracies of the representations and warranties or any agreement or of the Acquiror Parties, shall be effective unless set forth in a writing signed by Blade) and (iii) Blade shall not be permitted to waive the condition set forth in Section 9.03(e) without the prior written consent of the Designated Stockholders. Any agreement on the part of Acquiror or Blade to any such extension or waiver will be valid only if set forth in an instrument in writing signed by such Party. Any delay in exercising any right pursuant to this Agreement will not constitute a waiver of such right.

Section 11.02 Notices. All notices and other communications among the Parties shall be in writing and shall be deemed to have been duly given (i) when delivered in person, (ii) when delivered after posting in the United States mail having been sent registered or certified mail return receipt requested, postage prepaid, (iii) when delivered by FedEx or other nationally recognized overnight delivery service or (iv) when e-mailed during normal business hours, with affirmative confirmation of receipt, (and otherwise as of the immediately following Business Day), addressed as follows:

(a) If to any Acquiror Party prior to the Closing, to:

Biotech Acquisition Company
545 West 25th Street, 20th Floor

New York, New York 10001
Attn: Ivan Jarry, Chief Operating Officer

Telephone No.: (415) 994-6363
Email: ivan.jarry@sprim.net

-87-

with a copy (which shall not constitute notice) to:

Ellenoff Grossman & Schole LLP

1345 Avenue of the Americas, 11th Floor

New York, New York 10105

Telephone: (212) 370-1300

Attention: Matthew A. Gray, Esq

Email: mgray@egsllp.com

(b) If to the Acquiror Representative, to:

Biotech Sponsor LLC

545 West 25th Street, 20th Floor

New York, New York 10001
Attn: Ivan Jarry, Chief Operating Officer
Telephone No.: (415) 994-6363
Email: ivan.jarry@sprim.net

with a copy (which shall not constitute notice) to:

Ellenoff Grossman & Schole LLP

1345 Avenue of the Americas, 11th Floor

New York, New York 10105

Telephone: (212) 370-1300

Attention: Matthew A. Gray, Esq

Email: mgray@egsllp.com

(c) If to Blade prior to the Closing or any Surviving Entity after the Closing, to:

Blade Therapeutics, Inc.

442 Littlefield Avenue

South San Francisco, California 94080
Attn: Dr. Wendye R. Robbins, Chief Executive Officer

Jean-Frédéric Viret, Chief Financial Officer

E-mail: wrobbins@blademed.com; jviret@blademd.com

with a copy (which shall not constitute notice) to:

Latham & Watkins LLP

140 Scott Drive

Menlo Park, California 94025

Attn: Mark V. Roeder, Brian D. Paulson
Email: mark.roeder@lw.com, brian.paulson@lw.com

-88-

(d) If to the Blade Representative, to:

Jean-Frédéric Viret

Blade Therapeutics, Inc.

442 Littlefield Avenue

South San Francisco, California 94080
Email: jviret@blademd.com

with a copy (which shall not constitute notice) to:

Latham & Watkins LLP

140 Scott Drive

Menlo Park, California 94025

Attn: Mark V. Roeder, Brian D. Paulson
Email: mark.roeder@lw.com, brian.paulson@lw.com

or to such other address or addresses as the Parties may from time to time designate in writing. Without limiting the foregoing, any Party may give any notice, request, instruction, demand, document or other communication hereunder using any other means (including personal delivery, expedited courier, messenger service, ordinary mail or electronic mail).

Section 11.03 Assignment. No Party shall assign this Agreement or any part hereof by operation of Law or otherwise without the prior written consent of the other Parties. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the Parties and their respective permitted successors and assigns. Any attempted assignment in violation of the terms of this Section 11.03 shall be null and void, ab initio.

Section 11.04 Rights of Third Parties. Nothing expressed or implied in this Agreement is intended or shall be construed to confer upon or give any Person, other than the Parties, any right or remedies under or by reason of this Agreement; provided, however, that notwithstanding the foregoing (a) if the Closing occurs, the present and former officers and directors of Blade and Acquiror (and their successors, heirs and representatives) are intended third-party beneficiaries of, and may enforce, Section 7.01, (b) the past, present and future directors, officers, employees, incorporators, members, partners, stockholders, Affiliates, agents, attorneys, advisors and representatives of the Parties, and any Affiliate of any of the foregoing (and their successors, heirs and representatives), are intended third-party beneficiaries of, and may enforce, Section 11.14 and (c) the Designated Stockholders are intended third-party beneficiaries of, and may enforce, Sections 11.01 and 11.10.

Section 11.05 Expenses. Except as otherwise provided herein, each Party shall bear its own expenses incurred in connection with this Agreement and the Transactions whether or not such transactions shall be consummated, including all fees of its legal counsel, financial advisers and accountants (and 1/2 of the Shared Expenses); provided, that if the Closing occurs, the Acquiror shall bear and pay at or promptly after Closing all Blade Transaction Expenses in accordance with Section 3.08.

Section 11.06 Governing Law. This Agreement, and all claims or causes of action based upon, arising out of, or related to this Agreement or the Transactions, shall be governed by, and construed in accordance with, the internal substantive Laws of the State of Delaware applicable to contracts entered into and to be performed solely within such state, without giving effect to principles or rules of conflict of laws to the extent such principles or rules would require or permit the application of Laws of another jurisdiction.

Section 11.07Captions; Counterparts. The captions in this Agreement are for convenience only and shall not be considered a part of or affect the construction or interpretation of any provision of this Agreement. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

Section 11.08 Schedules and Exhibits. The Schedules and Exhibits referenced herein are a part of this Agreement as if fully set forth herein. All references herein to Schedules and Exhibits shall be deemed references to such parts of this Agreement, unless the context shall otherwise require. Any disclosure made by a Party in the Schedules with reference to any section or schedule of this Agreement shall be deemed to be a disclosure with respect to all other sections or schedules to which such disclosure may apply solely to the extent the relevance of such disclosure is reasonably apparent on the face of the disclosure in such Schedule. Certain information set forth in the Schedules is included solely for informational purposes. The disclosure of any information shall not be deemed to constitute an acknowledgement that such information is required to be disclosed in connection with the representations and warranties made in this Agreement, nor shall such information be deemed to establish a standard of materiality.

-89-

Section 11.09 Entire Agreement. This Agreement (together with the Schedules and Exhibits to this Agreement), the Transaction Agreements (together with the Schedules and Exhibits thereto), Confidentiality Agreement, dated as of April 12, 2021, by and among the Acquiror, Blade and ImmunoBrain Checkpoint, Inc. (as amended, modified or supplemented from time to time, the “Confidentiality Agreement”), constitute the entire agreement among the Parties relating to the Transactions and supersede any other agreements, whether written or oral, that may have been made or entered into by or among any of the Parties or any of their respective Subsidiaries relating to the Transactions. No representations, warranties, covenants, understandings, agreements, oral or otherwise, relating to the Transactions exist between the Parties except as expressly set forth or referenced in this Agreement and the Confidentiality Agreement.

Section 11.10 Amendments. This Agreement may be amended or modified in whole or in part, only by a duly authorized agreement in writing executed by each of the Parties in the same manner as this Agreement and which makes reference to this Agreement; provided, that the condition set forth in Section 9.03(e), and the provision of Section 11.01 regarding the waiver thereof, shall not be amended or modified in any respect without the prior written consent of the Designated Stockholders. The approval of this Agreement by the stockholders of any of the Parties shall not restrict the ability of the board of directors or managers (or other body performing similar functions) of any of the Parties to terminate this Agreement in accordance with Section 10.01 or to cause such Party to enter into an amendment to this Agreement pursuant to this Section 11.10.

Section 11.11 Severability. If any provision of this Agreement is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of this Agreement shall remain in full force and effect. The Parties further agree that if any provision contained herein is, to any extent, held invalid or unenforceable in any respect under the Laws governing this Agreement, they shall take any actions necessary to render the remaining provisions of this Agreement valid and enforceable to the fullest extent permitted by Law and, to the extent necessary, shall amend or otherwise modify this Agreement to replace any provision contained herein that is held invalid or unenforceable with a valid and enforceable provision giving effect to the intent of the Parties.

Section 11.12Jurisdiction; WAIVER OF TRIAL BY JURY. Any Action based upon, arising out of or related to this Agreement or the Transactions may be brought in federal and state courts located in the State of Delaware, and each of the Parties irrevocably submits to the exclusive jurisdiction of each such court in any such Action, irrevocably waives, and agrees not to assert by way of motion, defense or otherwise, in any such Action, any objection it may now or hereafter have to personal jurisdiction, venue or to convenience of forum, agrees that all claims in respect of the Action shall be heard and determined only in any such court, and agrees not to bring any Action arising out of or relating to this Agreement or the Transactions in any other court. Nothing herein contained shall be deemed to affect the right of any Party to serve process in any manner permitted by Law or to commence legal proceedings or otherwise proceed against any other Party in any other jurisdiction, in each case, to enforce judgments obtained in any Action brought pursuant to this Section 11.12. EACH OF THE PARTIES HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION BASED UPON, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS.

-90-

Section 11.13  Enforcement. The Parties agree that irreparable damage, for which monetary damages, even if available, may not be an adequate remedy, may occur if the Parties do not perform their obligations under the provisions of this Agreement (including failing to take such actions as are required of them hereunder to consummate this Agreement) in accordance with its specified terms or otherwise breach such provisions. The Parties acknowledge and agree that (a) Acquiror and Blade shall be entitled to seek an injunction, specific performance, or other equitable relief, to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof and thereof, without proof of damages, prior to the valid termination of this Agreement in accordance with Section 10.01, this being in addition to any other remedy to which they are entitled under this Agreement, and (b) the right of specific enforcement is an integral part of the Transactions and without that right, none of the Parties would have entered into this Agreement. Each Party agrees that it will not oppose the granting of specific performance and other equitable relief on the basis that the other Parties have an adequate remedy at Law or that an award of specific performance is not an appropriate remedy for any reason at Law or equity. The Parties acknowledge and agree that neither Acquiror or Blade, in seeking an injunction to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in accordance with this Section 11.13, shall be required to provide any bond or other security in connection with any such injunction.

Section 11.14Non-Recourse. This Agreement may only be enforced against, and any claim or cause of action based upon, arising out of, or related to this Agreement or the Transactions may only be brought against, the entities that are expressly named as Parties and then only with respect to the specific obligations set forth herein with respect to such Party. Except to the extent a Party (and then only to the extent of the specific obligations undertaken by such Party in this Agreement), (a) no past, present or future director, officer, employee, sponsor, incorporator, member, partner, stockholder, Affiliate, agent, attorney, advisor or representative or Affiliate of any Party and (b) no past, present or future director, officer, employee, sponsor, incorporator, member, partner, stockholder, Affiliate, agent, attorney, advisor or representative or Affiliate of any of the foregoing shall have any liability (whether in contract, tort, equity or otherwise) for any one or more of the representations, warranties, covenants, agreements or other obligations or liabilities of any one or more of the Acquiror Parties or Blade under this Agreement of or for any claim based on, arising out of, or related to this Agreement or the Transactions.

Section 11.15  Nonsurvival of Representations, Warranties and Covenants. None of the representations, warranties, covenants, obligations or other agreements in this Agreement or in any certificate, statement or instrument delivered pursuant to this Agreement, including any rights arising out of any breach of such representations, warranties, covenants, obligations, agreements and other provisions, shall survive the Closing and each such representation, warranty, covenant, obligation or other agreement shall terminate and expire upon the occurrence of the Effective Time (and there shall be no liability after the Closing in respect thereof), except for (a) those covenants and agreements contained herein that by their terms apply in whole or in part at or after the Closing and then only with respect to any breaches occurring at or after the Closing and (b) this Article XI.

Section 11.16 Acknowledgements. Each of the Parties acknowledges and agrees (on its own behalf and on behalf of its respective Affiliates and its and their respective Representatives) that: (a) it has conducted its own independent investigation of the financial condition, results of operations, assets, liabilities, properties and projected operations of the other Parties (and their respective Subsidiaries) and has been afforded satisfactory access to the books and records, facilities and personnel of the other Parties (and their respective Subsidiaries) for purposes of conducting such investigation; (b) the representations and warranties in Article IV constitute the sole and exclusive representations and warranties of each of Blade in connection with the Transactions; (c) the representations and warranties in Article V constitute the sole and exclusive representations and warranties of the Acquiror Parties; (d) except for the representations and warranties in Article IV by Blade and the representations and warranties in Article V by the Acquiror Parties, none of the Parties or any other Person makes, or has made, any other express or implied representation or warranty with respect to any Party (or any Party’s Subsidiaries), including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the such Party or its Subsidiaries or the Transactions and all other representations and warranties of any kind or nature expressed or implied (including (i) regarding the completeness or accuracy of, or any omission to state or to disclose, any information, including in the estimates, projections or forecasts or any other information, document or material provided to or made available to any Party or their respective Affiliates or Representatives in certain “data rooms,” management presentations or in any other form in expectation of the Transactions, including meetings, calls or correspondence with management of any Party (or any Party’s Subsidiaries), and (ii) any relating to the future or historical business, condition (financial or otherwise), results of operations, prospects, assets or liabilities of any Party (or its Subsidiaries), or the quality, quantity or condition of any Party’s or its Subsidiaries’ assets) are specifically disclaimed by all Parties and their respective Subsidiaries and all other Persons (including the Representatives and Affiliates of any Party or its Subsidiaries); and (e) no Party or its respective Affiliates are relying on any representations and warranties in connection with the Transactions except the representations and warranties in Article IV by Blade and the representations and warranties in Article V by the Acquiror Parties. The foregoing does not limit any rights of any Party pursuant to any other Transaction Agreement against any other Party pursuant to such Transaction Agreement to which it is a party or an express third-party beneficiary thereof. Nothing in this Section 11.16 shall relieve any Party of liability in the case of Fraud or willful misconduct committed by such Party.

-91-

Section 11.17  Legal Representation.

(a) The Parties agree that, notwithstanding the fact that each of Ellenoff Grossman & Schole LLP (“EGS”) and Maples and Calder (Cayman) LLP (“M&C”) may have, prior to Closing, jointly represented the Acquiror, Merger Sub and/or the Sponsor in connection with this Agreement, the Transaction Agreements and the transactions contemplated hereby and thereby, and each has also represented the Acquiror and/or its Affiliates in connection with matters other than the transaction that is the subject of this Agreement, each of EGS and M&C will be permitted in the future, after the Closing, to represent the Sponsor and any of its directors, members, partners, officers, employees or Affiliates (excluding the Surviving Entities) (the “Sponsor Group”) in connection with matters in which such Persons are adverse to the Acquiror or any of its Subsidiaries or Affiliates, including any disputes arising out of, or related to, this Agreement. Acquiror and Blade hereby agree, in advance, to waive (and to cause their respective Affiliates to waive) any actual or potential conflict of interest that may hereafter arise in connection with EGS’s or M&C’s future representation of the Sponsor or any other member of the Sponsor Group in which the interests of such Person are adverse to the interests of the Acquiror, Blade or any of their respective Affiliates (including, after the Closing, the Surviving Entities), including any matters that arise out of this Agreement or that are substantially related to this Agreement or to any prior representation by EGS or M&C of the Acquiror, Merger Sub, the Sponsor or any other member of the Sponsor Group or any of their respective Affiliates. The Parties acknowledge and agree that, as to all legally privileged communications prior to the Closing made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action arising out of or relating to, this Agreement, any Transaction Agreements or the transactions contemplated hereby or thereby between or among any Acquiror Party or the Sponsor or any other member of the Sponsor Group, on the one hand, and EGS, on the other hand (the “EGS Privileged Communications”), the Sponsor shall be deemed the client of EGS and the attorney-client privilege and the expectation of client confidence relating to the EGS Privileged Communications shall belong solely to the Sponsor, shall be controlled by the Sponsor and shall not pass to or be claimed by Acquiror. Notwithstanding the foregoing, if a dispute arises after the Closing between or among any Surviving Entity or any of their respective Subsidiaries or respective directors, members, partners, officers, employees or Affiliates (other than the Sponsor), on the one hand, and a third party other than (and unaffiliated with) the Sponsor or any officer or director of an Acquiror Party prior to the Closing, on the other hand, then the Acquiror and/or any of its Subsidiaries may assert the attorney-client privilege to prevent disclosure to such third party of any such EGS Privileged Communications, and, in relation to such dispute, neither the Sponsor nor any member of the Sponsor Group shall be permitted to waive its attorney-client privilege or any other applicable privilege with respect to such EGS Privileged Communications without the Acquiror’s prior written consent.

(b) Acquiror and Blade, on behalf of their respective successors and assigns (including, after the Closing, the Blade Surviving Entity), hereby agree that, in the event a dispute with respect to this Agreement or the transactions contemplated hereby arises after the Closing between or among (i) the stockholders or holders of other equity interests of Blade or any of its directors, members, partners, officers, employees or Affiliates (other than the Surviving Entities) (collectively, the “Blade Group”), on the one hand, and (y) any Surviving Entity or any member of the Sponsor Group, on the other hand, any legal counsel, including Latham & Watkins LLP (“Latham”) that represented Blade prior to the Closing may represent any member of the Blade Group in such dispute even though the interests of such Persons may be directly adverse to the Surviving Entities, and even though such counsel may have represented Blade in a matter substantially related to such dispute, or may be handling ongoing matters for the Surviving Entities. Acquiror and Blade, together with any of their respective Affiliates, Subsidiaries, successors or assigns, further agree that, as to all legally privileged communications prior to the Closing made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action arising out of or relating to, this Agreement, any Transaction Agreements or the transactions contemplated hereby or thereby between or among Blade and/or any member of the Blade Group, on the one hand, and Latham, on the other hand (the “Latham Privileged Communications”), the attorney/client privilege and the expectation of client confidence shall survive the Merger and belong to the Blade Group after the Closing, and shall not pass to or be claimed or controlled by any Surviving Entity. Acquiror and Blade, together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the Latham Privileged Communications, whether located in the records or email server of the Acquiror, any Surviving Entity or their respective Subsidiaries, in any Action against or involving any of the parties after the Closing, and Acquiror and Blade, together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree not to assert that any privilege has been waived as to the Latham Privileged Communications, by virtue of the Merger.

Section 11.18  Blade Representative.

(a) Each Earnout Participant, by delivery of a Letter of Transmittal and/or receipt of Blade Assumed Options, on behalf of itself and its successors and assigns, hereby irrevocably constitutes and appoints Jean-Frédéric Viret, in the capacity as the Blade Representative, as the true and lawful agent and attorney-in-fact of such Persons with full powers of substitution to act in the name, place and stead of thereof with respect to controlling and making any determinations on behalf of the Earnout Participants with respect to the achievement of the Price Earnout Milestone under Section 3.05, to do or refrain from doing all such further acts and things, and to execute all such documents as the Blade Representative shall deem necessary or appropriate in connection with the matters contemplated by Section 3.05, including the power:

(i) to act for the Earnout Participants with respect to the review, negotiation, objection and final determination of the computations set forth in any Price Earnout Statement;

-92-

(ii) to give and receive all notices and communications hereunder as the Blade Representative, in its reasonable discretion, deems necessary or advisable in the performance of its duties as the Blade Representative as contemplated by Section 3.05;

(iii) to engage and obtain the advice of legal counsel, accountants and other professional advisors as the Blade Representative, in its reasonable discretion, deems necessary or advisable in the performance of its duties as the Blade Representative as contemplated by Section 3.05;

(iv) to rely on their advice and counsel, and to incur and pay the reasonable costs and expenses, including fees, of legal counsel, accountants and other professional advisors engaged by the Blade Representative on behalf of the Earnout Participants pursuant to this Section 11.18; and

(v) otherwise enforce the rights and obligations of the Earnout Participants under and with respect to Section 3.05.

(b) The provisions of this Section 11.18 are irrevocable and coupled with an interest. The Blade Representative hereby accepts its appointment and authorization as the Blade Representative under this Agreement.

(c) Any other Person, including the Acquiror Representative, the Acquiror, the Independent Expert and their respective Affiliates and Representatives may conclusively and absolutely rely, without inquiry, upon any actions of the Blade Representative with respect to the matters contemplated by Section 3.05 as the acts of the Earnout Participants, and no Earnout Participant shall have any cause of action against the Acquiror Representative, the Acquiror, the Independent Expert or any of their respective Affiliates or Representatives for any action taken by any of them in good-faith reliance upon the instructions or decisions of the Blade Representative with respect to the matters contemplated by Section 3.05.

(d) The Blade Representative will act for the Earnout Participants with respect to the matters contemplated by Section 3.05 in the manner the Blade Representative believes to be in the best interest of the Earnout Participants, but the Blade Representative will not be responsible to the Earnout Participants for any Losses that any Earnout Participant may suffer by reason of the performance by the Blade Representative of the Blade Representative’s duties under this Agreement, other than Losses arising from the bad faith, gross negligence or willful misconduct by the Blade Representative in the performance of its duties under this Agreement. From and after the Closing, the Earnout Participants shall severally (pro rata in proportion to the aggregate Merger Consideration received by each such Earnout Participant) indemnify, defend and hold the Blade Representative harmless from and against any and all Losses reasonably incurred without gross negligence, bad faith or willful misconduct on the part of the Blade Representative (in its capacity as such) and arising out of or in connection with the acceptance or administration of the Blade Representative’s duties under this Section 11.18, including the reasonable fees and expenses of any legal counsel retained by the Blade Representative. In no event shall the Blade Representative in such capacity be liable hereunder or in connection herewith for any indirect, punitive, special or consequential damages. The Blade Representative shall not be liable for any act taken or omitted to be taken pursuant to the Blade Representative’s authority conferred hereby while acting in good faith and without willful misconduct or gross negligence, and any act taken or omitted to be taken by the Blade Representative upon the advice of its counsel shall be conclusive evidence of such good faith. The Blade Representative shall be fully protected in relying upon any written notice, demand, certificate or document that it in good faith believes to be genuine, including facsimiles or copies thereof, and no Person shall have any Liability for relying on the Blade Representative in the foregoing manner. In connection with the performance of its obligations hereunder, the Blade Representative shall have the right at any time and from time to time to select and engage, at the reasonable cost and expense of the Earnout Participants, attorneys, accountants, investment bankers, advisors, consultants and clerical personnel and obtain such other professional and expert assistance, maintain such records and incur other reasonable out-of-pocket expenses, as the Blade Representative may reasonably deem necessary or appropriate from time to time in the carrying out of its obligations pursuant hereto. All of the indemnities, immunities, releases and powers granted to the Blade Representative under this Section 11.18 shall survive the Closing and continue indefinitely.

-93-

(e) If the Blade Representative shall die, become disabled, dissolve, resign or otherwise be unable or unwilling to fulfill its responsibilities as representative and agent of the Earnout Participants, then the Earnout Participants shall, within ten (10) days after such death, disability, dissolution, resignation or other event, appoint a successor Blade Representative (by vote or written consent of the Earnout Participants holding in the aggregate a majority of the Acquiror Common Stock then held by all Earnout Participants), and promptly thereafter (but in any event within ten (10) Business Days after such appointment) notify the Acquiror Representative and the Acquiror in writing of the identity of such successor. Any such successor so appointed shall become the “Blade Representative” for purposes of this Agreement.

Section 11.19  Acquiror Representative.

(a) The Acquiror, on behalf of itself and its Subsidiaries, successors and assigns, by execution and delivery of this Agreement, hereby irrevocably appoints Biotech Sponsor LLC, in the capacity as the Acquiror Representative, as each such Person’s agent, attorney-in-fact and representative, with full power of substitution to act in the name, place and stead of such Person, to act on behalf of such Person from and after the Closing in connection with: (i) controlling and making any determinations with respect to the achievement of the Earnout Milestones under Section 3.05; (ii) terminating, amending or waiving on behalf of such Person any provision of this Agreement or any Transaction Agreements to which the Acquiror Representative is a party or otherwise has rights in such capacity (together with this Agreement, the “Acquiror Representative Documents”); (iii) signing on behalf of such Person any releases or other documents with respect to any dispute or remedy arising under any Acquiror Representative Documents; (iv) employing and obtaining the advice of legal counsel, accountants and other professional advisors as the Acquiror Representative, in its reasonable discretion, deems necessary or advisable in the performance of its duties as the Acquiror Representative and to rely on their advice and counsel; (v) incurring and paying reasonable out-of-pocket costs and expenses, including fees of brokers, attorneys and accountants incurred pursuant to the transactions contemplated hereby, and any other out-of-pocket fees and expenses allocable or in any way relating to such transaction or any indemnification claim; and (vii) otherwise enforcing the rights and obligations of any such Persons under any Acquiror Representative Documents, including giving and receiving all notices and communications hereunder or thereunder on behalf of such Person; provided, that the Parties acknowledge that the Acquiror Representative is specifically authorized and directed to act on behalf of, and for the benefit of, the holders of Acquiror Securities (other than the Blade Security Holders immediately prior to the Effective Time and their respective successors and assigns). All decisions and actions by the Acquiror Representative, including any agreement between the Acquiror Representative and the Company, the Blade Representative, any Blade Security Holders, shall be binding upon the Purchaser and its Subsidiaries, successors and assigns, and neither they nor any other Party shall have the right to object, dissent, protest or otherwise contest the same. The provisions of this Section 11.19 are irrevocable and coupled with an interest. The Acquiror Representative hereby accepts its appointment and authorization as the Acquiror Representative under this Agreement.

(b) The Acquiror Representative shall not be liable for any act done or omitted under any Acquiror Representative Document as the Acquiror Representative while acting in good faith and without willful misconduct or gross negligence, and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence of such good faith. The Purchaser shall indemnify, defend and hold harmless the Acquiror Representative from and against any and all Losses incurred without gross negligence, bad faith or willful misconduct on the part of the Acquiror Representative (in its capacity as such) and arising out of or in connection with the acceptance or administration of the Acquiror Representative’s duties under any Acquiror Representative Document, including the reasonable fees and expenses of any legal counsel retained by the Acquiror Representative. In no event shall the Acquiror Representative in such capacity be liable under or in connection with any Acquiror Representative Document for any indirect, punitive, special or consequential damages. The Acquiror Representative shall be fully protected in relying upon any written notice, demand, certificate or document that it in good faith believes to be genuine, including facsimiles or copies thereof, and no Person shall have any Liability for relying on the Acquiror Representative in the foregoing manner. In connection with the performance of its rights and obligations hereunder, the Acquiror Representative shall have the right at any time and from time to time to select and engage, at the cost and expense of the Acquiror, attorneys, accountants, investment bankers, advisors, consultants and clerical personnel and obtain such other professional and expert assistance, maintain such records and incur other out-of-pocket expenses, as the Acquiror Representative may deem necessary or appropriate from time to time. All of the indemnities, immunities, releases and powers granted to the Purchaser Representative under this Section 11.19 shall survive the Closing and continue indefinitely.

(c) The Person serving as the Acquiror Representative may resign upon ten (10) days’ prior written notice to the Acquiror and the Blade Representative, provided, that the Acquiror Representative appoints in writing a replacement Acquiror Representative. Each successor Acquiror Representative shall have all of the power, authority, rights and privileges conferred by this Agreement upon the original Acquiror Representative, and the term “Acquiror Representative” as used herein shall be deemed to include any such successor Acquiror Representatives.

[Signature pages follow.]

-94-

IN WITNESS WHEREOF, the Parties have hereunto caused this Agreement and Plan of Merger to be duly executed as of the date hereof.

BIOTECH ACQUISITION COMPANY

By:

Name:

Title:

BLADE MERGER SUBSIDIARY, INC.

By:

Name:

Title:

Signature Page to Agreement and Plan of Merger

IN WITNESS WHEREOF, the Parties have hereunto caused this Agreement and Plan of Merger to be duly executed as of the date hereof.

BLADE THERAPEUTICS, INC.

By:

Name:

Title:

Signature Page to Agreement and Plan of Merger

IN WITNESS WHEREOF, the Parties have hereunto caused this Agreement and Plan of Merger to be duly executed as of the date hereof.

The COMPANY PARty Representative

Jean-Frédéric Viret, solely with respect to and for purposes of Section 3.05 in the capacity as the Blade Representative hereunder

Signature Page to Agreement and Plan of Merger

IN WITNESS WHEREOF, the Parties have hereunto caused this Agreement and Plan of Merger to be duly executed as of the date hereof.

ACquiror Representative

BIOTECH SPONSOR LLC, solely with respect to and for purposes of Section 3.05 in the capacity as the Acquiror Representative hereunder

By:

Name:

Title:

Signature Page to Agreement and Plan of Merger

Exhibit A

Form of Acquiror Charter

See attached.

Exhibit A to Agreement and Plan of Merger

Exhibit B

Form of Acquiror Bylaws

See attached.

Exhibit B to Agreement and Plan of Merger

Exhibit C

Form of Registration Rights Agreement

See attached.

Exhibit C to Agreement and Plan of Merger

Exhibit D

Form of Incentive Equity Plan

See attached.

Exhibit D to Agreement and Plan of Merger

Exhibit E

Form of Blade Voting Agreement

See attached.

Exhibit E to Agreement and Plan of Merger

Exhibit F

Form of Lock-Up Agreement

See attached.

Exhibit F to Agreement and Plan of Merger

Exhibit G

Form of Subscription Agreement

See attached.

Exhibit G to Agreement and Plan of Merger

Exhibit H

Form of Letter of Transmittal

See attached.

Exhibit H to Agreement and Plan of Merger

Exhibit I

Sponsor Agreement

See attached.

Exhibit I to Agreement and Plan of Merger

Exhibit J

Form of ESPP

See attached.

Exhibit J to Agreement and Plan of Merger

Schedule 1.1(a)

Designated Stockholders

1.	Deerfield Private Design Fund III, L.P.
2.	Deerfield Healthcare Innovations Fund, L.P.

Schedule 1.1(a) to Agreement and Plan of Merger

Schedule 1.1(b)

Significant Blade Holders

1.	Wendye Robbins
2.	Jean-Frédéric Viret
3.	Prabha Ibrahim
4.	Felix Karim
5.	Daven Mody
6.	Ravi Rajagopalan
7.	Michael Blash
8.	Krishna Gorti
9.	Nikhil Aneja

Schedule 1.1(b) to Agreement and Plan of Merger

EX-10.1

Exhibit 10.1

Execution Version

FORM OF VOTING AGREEMENT

This Voting Agreement (this “Agreement”) is made as of November 8, 2021, by and among (i) Biotech Acquisition Company, a company incorporated as a Cayman Islands exempted company (together with its successors, including after the Conversion (as defined below), the “Acquiror”), (ii) Blade Therapeutics, Inc., a Delaware corporation (“Blade”), and (iii) the undersigned Blade Stockholder (“Holder”). Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Merger Agreement (as defined below) as in effect on the date hereof.

WHEREAS, on or about the date hereof, (i) the Acquiror, (ii) Blade Merger Subsidiary, Inc., a Delaware corporation and a wholly-owned subsidiary of the Acquiror (“Blade Merger Sub”), (iii) Biotech Sponsor LLC, in its capacity as the Acquiror Representative, (iv) Jean-Frédéric Viret, in the capacity as the Blade Representative, and (v) Blade, entered into that certain Agreement and Plan of Merger (as amended from time to time in accordance with the terms thereof, the “Merger Agreement”), pursuant to which, among other matters, (a) the Acquiror shall continue out of the Cayman Islands and into the State of Delaware as to re-domicile as and become a Delaware corporation pursuant to the applicable provisions of the Cayman Islands Companies Act (As Revised) and the DGCL (such re-domiciliation, the “Conversion”) and (b) Blade Merger Sub will merge with and into Blade, with Blade continuing as the surviving entity (the “Merger”);

WHEREAS, pursuant to the Merger Agreement, at the Effective Time, the Shares (including, Blade Common Stock issued in connection with the Blade Preferred Stock Conversion) (other than any Dissenting Shares) will be automatically cancelled and extinguished and converted into the right to receive the consideration set forth in Section 3.01(b) of the Merger Agreement, upon the terms and subject to the conditions set forth in the Merger Agreement and in accordance with the applicable provisions of the of the DGCL;

WHEREAS, the Board of Directors of Blade has (i) determined that the Merger (preceded by the Conversion) and the other Transactions are in the best interests of Blade and the Blade Stockholders, (ii) approved the Merger Agreement and the Transactions (including the Merger), on the terms and subject to the conditions of the Merger Agreement and (iii) recommended the approval and adoption of the Merger Agreement and the Transactions (including the Merger) by the Blade Stockholders;

WHEREAS, as of the date hereof, Holder is the holder of the shares of Blade Stock set forth on Exhibit A (together with any shares of Blade Stock that Holder acquires record or beneficial ownership of after the date hereof, collectively, the “Shares”); and

WHEREAS, as a condition to the willingness of the Acquiror to enter into the Merger Agreement, and as an inducement and in consideration therefor, and in view of the valuable consideration to be received by Holder thereunder, and the expenses to be incurred and efforts to be undertaken by the Acquiror and Blade to consummate the Transactions, the Acquiror, Blade and Holder desire to enter into this Agreement in order for Holder to provide certain assurances to the Acquiror regarding the manner in which Holder is bound hereunder to vote the Shares during the period from and including the date hereof and ending upon the earlier of the Closing and the date on which the Merger Agreement is terminated in accordance with its terms (the “Voting Period”) with respect to the Merger Agreement, the Transaction Agreements, the Merger and the other Transactions.

NOW, THEREFORE, in consideration of the premises set forth above, which are incorporated in this Agreement as if fully set forth below, and intending to be legally bound hereby, the parties hereby agree as follows:

1. Covenant to Vote in Favor of Transactions. Holder agrees, with respect to all of the Shares, that during the Voting Period Holder will:

(a) vote (or cause to be voted) or execute and deliver a written consent (or cause a written consent to be executed and delivered) at each meeting of the Blade Stockholders or any class or series thereof, and in each written consent or resolutions of any of the Blade Stockholders in which Holder is entitled to vote or consent (and be present for any such meeting (in person or by proxy) or otherwise cause the Shares to be counted as present thereat for purposes of establishing a quorum):

(i) in favor of the adoption of the Merger Agreement and the approval of the Transaction Agreements, the Merger and all of the other Transactions (including any amendments to Blade’s Organizational Documents contemplated by the Transactions), and any actions required in furtherance thereof;

(ii) in favor of the other matters set forth in the Merger Agreement; and

(iii) in opposition of:

(A) any and all other proposals (x) to approve an Acquisition Transaction with respect to Blade (other than the Merger), (y) that, to the knowledge of Holder following notice from Blade or the Acquiror, would reasonably be expected to materially delay or impair the ability of Blade to consummate the Merger or the other Transactions, or (z) which, to the knowledge of Holder following notice from Blade or the Acquiror, are in competition with or materially inconsistent with the Merger Agreement or the Transaction Agreements;

(B) other than as contemplated by the Merger Agreement or in furtherance of consummation of the Merger, any material change in (x) the present capitalization of Blade or any amendment of Blade’s Organizational Documents (excluding, for the avoidance of doubt, the Blade Warrant Settlement, the Blade Note Settlement, the Blade Preferred Stock Conversion or the ATXCo Earnout Settlement) or (y) Blade’s corporate structure or business, in each case, to the knowledge of Holder following notice from Blade or the Acquiror, that would reasonably be expected to materially delay or impair the ability of Blade to consummate the Merger or the other Transactions, or which, to the knowledge of Holder following notice from Blade or the Acquiror, are in competition with or materially inconsistent with the Merger Agreement or the Transaction Agreements; or

(C) any other action or proposal involving Blade or any of its Subsidiaries that, to the knowledge of Holder following notice from Blade or the Acquiror, would reasonably be expected, to prevent, materially impede, materially delay, materially postpone or adversely affect in any material respect the Transactions or, to the knowledge of Holder following notice from Blade or the Acquiror, would reasonably be expected to result in any of the conditions set forth in Article 9 of the Merger Agreement not being satisfied;

(b) not deposit, and cause Holder’s controlled Affiliates not to deposit, except as provided in this Agreement, any Shares in a voting trust or subject any Shares to any arrangement or agreement with respect to the voting of such Shares, unless specifically requested to do so by Blade and the Acquiror in connection with the Transactions;

2

(c) except as contemplated by the Merger Agreement or the Transaction Agreements, not make, or in any manner participate in, directly or indirectly, a “solicitation” of “proxies” or consents (as such terms are used in the rules of the SEC) or powers of attorney or similar rights to vote, or seek to advise or influence any Person with respect to the voting of, any shares of Blade Stock in connection with any vote or other action with respect to the Transactions, other than to recommend that Blade Stockholders vote in favor of the adoption of the Merger Agreement and the approval of the Transaction Agreements and the Transactions and any other proposal, the approval of which is a condition to the obligations of the parties under the Merger Agreement;

(d) refrain from exercising any dissenters’ rights or rights of appraisal under applicable law at any time with respect to the Merger Agreement, the Transaction Agreements, the Merger or any of the other Transactions, including pursuant to the DGCL; and

(e) without limiting Section 1(a) above: (i) approve and consent to and, with respect to any Blade Preferred Stock held by Holder, participate in, the Blade Preferred Stock Conversion; (ii) with respect to any Blade Warrants held by Holder, participate in the Blade Warrant Settlement; and (iii) with respect to any Blade Notes held by Holder, participate in the Blade Note Settlement.

Each of Blade and the Acquiror agree that any notice provided to Holder pursuant to Section 1(a)(iii) above will be made in good faith.

2. Grant of Proxy. Holder hereby irrevocably grants to, and appoints, the Acquiror and any designee of the Acquiror (determined in the Acquiror’s sole discretion) as Holder’s attorney-in-fact and proxy, with full power of substitution and resubstitution, for and in Holder’s name, to vote, or cause to be voted (including by proxy or written consent, if applicable) the Shares as indicated in Section 1(a) above; provided, however, that such proxy is limited to the voting of the Shares solely in order to cause the Shares to be voted as indicated in Section 1(a) above if and to the extent the Holder fails to so vote the Shares. The proxy granted by Holder pursuant to this Section 2 is irrevocable during the term of this Agreement and granted in consideration of the Acquiror entering into this Agreement and the Merger Agreement and incurring certain related fees and expenses. Holder hereby affirms that such irrevocable proxy is, as well as any written consent executed and delivered in accordance with this Agreement shall be, coupled with an interest by reason of the Merger Agreement and, except upon the termination of this Agreement in accordance with Section 5(a), is intended to be irrevocable during the term of this Agreement. Such proxy shall automatically be revoked with no further action by any Person upon the termination of this Agreement in accordance with Section 5(a).

3. Other Covenants.

(a) No Transfers. Except as permitted by Section 3(b) of this Agreement, Holder agrees that during the Voting Period it shall not, and shall cause its controlled Affiliates not to, without the Acquiror’s prior written consent: (i) offer for sale, sell (including short sales), transfer, tender, pledge, encumber, assign or otherwise dispose of (including by gift) (collectively, a “Transfer”), or enter into any contract, option, derivative, hedging or other agreement or arrangement or understanding (including any profit-sharing arrangement) with respect to, or consent to, a Transfer of, any or all of the Shares; (ii) grant any proxies or powers of attorney with respect to any or all of the Shares (other than proxies or powers of attorney in favor of Blade pursuant to the Blade Organizational Documents and the Existing Blade Voting Agreement); or (iii) permit to exist any lien of any nature whatsoever (other than those imposed by this Agreement, applicable securities Laws, Blade’s Organizational Documents (as in effect on the date hereof) or the Investor Agreements (as defined below and as in effect on the date hereof)) with respect to any or all of the Shares. For the avoidance of doubt, none of the Blade Preferred Stock Conversion, the Blade Warrant Settlement or the Blade Note Settlement will constitute a Transfer hereunder.

3

(b) Permitted Transfers. Section 3(a) shall not prohibit a Transfer of Shares by Holder (i) to any family member of Holder or trust for the benefit of any family member of Holder, (ii) to any stockholder, member or partner of Holder (including any fund, investment fund, or managed account that is managed on a discretionary basis by the same investment manager as Holder), if an entity, (iii) to any Affiliate of Holder, or (iv) to any Person if and to the extent required by any non-consensual Governmental Order, by divorce decree or by will, intestacy or other similar applicable Law, so long as, in the case of the foregoing clauses (i), (ii) and (iii), the assignee or transferee agrees to be bound by the terms of this Agreement and executes and delivers to the parties hereto a joinder memorializing such agreement. During the Voting Period, Blade will not register or otherwise recognize the Transfer (book-entry or otherwise) of any Shares or any certificate or uncertificated interest representing any of Holder’s Shares, except as permitted by, and in accordance with, this Section 3(b).

(c) Changes to Shares. In the event of a stock dividend or distribution, or any change in the shares of capital stock of Blade by reason of any stock dividend or distribution, stock split, recapitalization, combination, conversion, exchange of shares or the like, the term “Shares” shall be deemed to refer to and include the Shares as well as all such stock dividends and distributions and any securities into which or for which any or all of the Shares may be changed or exchanged or which are received by Holder in such transaction

(d) Registration Statement. During the Voting Period, Holder agrees to provide to the Acquiror, Blade and their respective Representatives any information regarding Holder or the Shares that is reasonably requested by the Acquiror, Blade or their respective Representatives and necessary for inclusion in the Registration Statement. Holder hereby authorizes Blade and the Acquiror to publish and disclose in any disclosure required by the SEC, Nasdaq or the Registration Statement (including all documents and schedules filed with the SEC in connection with the foregoing), Holder’s identity and ownership of the Shares and the nature of Holder’s commitments and agreements under this Agreement, the Merger Agreement and any other Transaction Agreements. Acquiror agrees that, if the Holder’s identity (or any other information about Holder that would reasonably be expected to reveal Holders’ identity) is being disclosed in connection therewith, Acquiror will provide Holder with an advance copy of any such disclosure and consider in good faith the comments thereon of Holder and/or its counsel.

(e) Publicity. Acquiror and Blade shall be permitted to issue press releases and make public announcements concerning this Agreement, the nature of Holders’ commitments, arrangements and understandings under and relating to this Agreement and the transactions contemplated hereby, in each case subject to Section 8.05(c) (Confidentiality; Publicity) of the Merger Agreement; provided, that, notwithstanding anything to the contrary herein, other than as required by applicable Law (or SEC or Nasdaq requirement), neither Acquiror nor Blade shall issue any press release or make any public announcement that discloses Holders’ identity or any other information about Holder that would reasonably be expected to reveal Holders’ identity, in each case, without obtaining the prior written approval of Holder. To the extent Acquiror or Blade intends to issue a press release or make any other public announcement that reveals Holder’s identity or would reasonably be expected to reveal Holder’s identity, Acquiror and Blade shall provide Holder with an advance copy of any such press release or announcement and consider in good faith the comments thereon of Holder and/or its counsel.

4

4. Representations and Warranties of Holder. Holder hereby represents and warrants to the Acquiror and Blade as follows:

(a) Binding Agreement. Holder (i) if a natural person, is of legal age to execute this Agreement and is legally competent to do so and (ii) if not a natural person, is (A) a corporation, limited liability company, company or partnership duly organized and validly existing under the laws of the jurisdiction of its organization and (B) has all necessary power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. If Holder is not a natural person, the execution and delivery of this Agreement, the performance of its obligations hereunder and the consummation of the transactions contemplated hereby by Holder has been duly authorized by all necessary corporate, limited liability or partnership action on the part of Holder, as applicable. This Agreement, assuming due authorization, execution and delivery hereof by the other parties hereto, constitutes a legal, valid and binding obligation of Holder, enforceable against Holder in accordance with its terms (except as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditor’s rights, and to general equitable principles). Holder understands and acknowledges that the Acquiror is entering into the Merger Agreement in reliance upon the execution and delivery of this Agreement by Holder.

(b) Ownership of Shares. As of the date hereof, Holder (i) has beneficial ownership of the type and number of the shares of Blade Stock set forth on Exhibit A, (ii) is the lawful owner of such Shares, (iii) has the sole power to vote or cause to be voted such Shares, and (iv) has good and valid title to such Shares, free and clear of any and all pledges, mortgages, encumbrances, charges, proxies, voting agreements, liens, adverse claims, options, security interests and demands of any nature or kind whatsoever, other than those imposed by (A) this Agreement, (B) applicable securities Laws, (C) Blade’s Organizational Documents, (D) the Existing Blade Voting Agreement, (E) that certain Amended and Restated Right of First Refusal and Co-Sale Agreement, dated as of February 28, 2019 and (F) that certain Amended and Restated Investors’ Rights Agreement, dated as of September 23, 2019, each as in effect on the date hereof (the items referred to in clauses (C), (D), (E) and (F), the “Investor Agreements”). There are no claims for finder’s fees or brokerage commission or other like payments in connection with this Agreement or the transactions contemplated hereby payable by Holder pursuant to arrangements made by Holder. Except for the Shares set forth on Exhibit A hereto, as of the date of this Agreement, Holder is not a beneficial owner or record holder of any: (i) equity securities of Blade, (ii) securities of Blade having the right to vote on any matters on which the holders of equity securities of Blade may vote or which are convertible into or exchangeable for, at any time, equity securities of Blade or (iii) options, warrants or other rights to acquire from Blade any equity securities or securities convertible into or exchangeable for equity securities of Blade.

(c) No Conflicts. No filing with, or notification to, any Governmental Authority, and no consent, approval, authorization or permit of any other Person is necessary for the execution of this Agreement by Holder, the performance of its obligations hereunder or the consummation by it of the transactions contemplated hereby. None of the execution and delivery of this Agreement by Holder, the performance of its obligations hereunder or the consummation by it of the transactions contemplated hereby shall (i) conflict with or result in any breach of the certificate of incorporation, bylaws or other comparable organizational documents of Holder, if applicable, (ii) result in, or give rise to, a violation or breach of or a default under any of the terms of any Contract or obligation to which Holder is a party or by which Holder or any of the Shares or its other assets may be bound, or (iii) violate any applicable Law or Governmental Order, except for any of the foregoing in clauses (i) through (iii) as would not reasonably be expected to impair Holder’s ability to perform its obligations under this Agreement in any material respect.

(d) No Inconsistent Agreements. Holder hereby covenants and agrees that, except for this Agreement and the Investor Agreements as in effect on the date hereof, Holder (i) has not entered into, nor will enter into at any time while this Agreement remains in effect, any voting agreement or voting trust with respect to the Shares inconsistent with Holder’s obligations pursuant to this Agreement, (ii) has not granted, nor will grant at any time while this Agreement remains in effect, a proxy, a consent or power of attorney with respect to the Shares and (iii) has not entered into any agreement or knowingly taken any action (nor will enter into any agreement or knowingly take any action) that would make any representation or warranty of Holder contained herein untrue or incorrect in any material respect or have the effect of preventing Holder from performing any of its material obligations under this Agreement.

5

(e) Fiduciary Duties. The covenants and agreements set forth in this Agreement shall not prevent the Holder or any Affiliate, employee or other representative of Holder from serving as an officer of Blade and/or serving on the board of directors of Blade or from taking any action, subject to the provisions of the Merger Agreement, while acting in such person’s capacity as a director or officer of Blade. Holder is entering into this Agreement solely in its capacity as an owner of the Shares. Notwithstanding anything in this Agreement to the contrary, (i) Holder shall not be responsible for the actions of Blade or the board of directors of Blade (or any committee thereof), any Subsidiary of Blade, or any officers (in their capacity as such), directors (in their capacity as such), employees (in their capacity as such) and professional advisors of any of the foregoing (collectively, the “Blade Related Parties”), (ii) Holder makes no representations or warranties with respect to the actions of any of the Blade Related Parties, and (iii) any breach by Blade of its obligations under the Merger Agreement shall not be considered a breach of this Agreement (it being understood that, for the avoidance of doubt, Holder or his, her or its Representatives (other than any such Representative that is an Blade Related Party) shall remain responsible for any breach of this Agreement by Holder or any action or failure to act by Holder’s Representatives that would be a breach of this Agreement if taken or failed to be taken by Holder). Nothing contained herein shall (A) obligate Holder, as a Designated Stockholder under the Merger Agreement (if applicable), to consent to any waiver of the condition set forth in Section 9.03(e) of the Merger Agreement, (B) be deemed to create any fiduciary duty of Holder to Blade, any of its other stockholders or any other person, (C) require Holder to take any action as a stockholder of Blade other than as specifically required hereby, or (D) prohibit Holder from taking any action as a stockholder of Blade other than as specifically prohibited hereby.

5. Miscellaneous.

(a) Termination. Notwithstanding anything to the contrary contained herein, this Agreement shall automatically terminate, and none of the Acquiror, Blade or Holder shall have any rights or obligations hereunder, upon the earliest to occur of (i) the mutual written consent of the Acquiror, Blade and Holder, (ii) the Effective Time (following the performance of the obligations of the parties hereunder required to be performed at or prior to the Effective Time), (iii) the date of any amendment or other modification to, or waiver of any provision of, the Merger Agreement that (A) purports to (1) reduce or change the form of the Adjusted Merger Consideration, the Per Share Price, the Exchange Ratio or the Earnout Shares (for the avoidance of doubt, excluding as any of the foregoing may be affected based on additional securities issued by Blade prior to the Closing as permitted under the Merger Agreement), (2) increase the liabilities of the Pre-Closing Holders under the Merger Agreement or (3) other than with the prior written consent of the Designated Stockholders in accordance with the Merger Agreement, reduce or eliminate the requirement of at least $75,000,000 of Available Closing Acquiror Cash or (B) is otherwise materially adverse to Holder and made without Holder’s prior written consent, and (iv) the date of termination of the Merger Agreement in accordance with its terms. The termination of this Agreement shall not prevent any party hereunder from seeking any remedies (at law or in equity) against another party hereto or relieve such party from liability for such party’s breach of any terms of this Agreement. Notwithstanding anything to the contrary herein, the provisions of this Section 5(a) shall survive the termination of this Agreement. For the avoidance of doubt, nothing contained in this Agreement shall obligate, or be deemed to obligated, Holder to vote or cause to be voted any Shares in favor of, or to take any other action in support of, any amendment or other modification to, or waiver of any provision of, the Merger Agreement that would entitle Holder to terminate this Agreement pursuant to the foregoing provisions of this Section 5(a), and Holder shall not be deemed to have granted any proxy hereunder in respect of any such vote or other action.

6

(b) Binding Effect; Assignment. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective permitted successors and assigns. This Agreement and all obligations of Holder are personal to Holder and, other than in accordance with Section 3(b), may not be assigned, transferred or delegated by Holder at any time without the prior written consent of the Acquiror and Blade, and any purported assignment, transfer or delegation without such consent shall be null and void ab initio. This Agreement may not be assigned or transferred by Blade or the Acquiror without the prior written consent of Holder, and any purported assignment or transfer shall be null and void ab initio.

(c) Third Parties. Nothing contained in this Agreement or in any instrument or document executed by any party in connection with the transactions contemplated hereby shall create any rights in, or be deemed to have been executed for the benefit of, any Person that is not a party hereto or thereto or a successor or permitted assign of such a party.

(d) Governing Law; Jurisdiction. This Agreement, and all claims or causes of action based upon, arising out of, or related to this Agreement, shall be governed by, and construed in accordance with, the internal substantive Laws of the State of Delaware applicable to contracts entered into and to be performed solely within such state, without giving effect to principles or rules of conflict of laws to the extent such principles or rules would require or permit the application of Laws of another jurisdiction. Any Action based upon, arising out of or related to this Agreement may be brought in federal and state courts located in the State of Delaware, and each of the parties irrevocably submits to the exclusive jurisdiction of each such court in any such Action, irrevocably waives, and agrees not to assert by way of motion, defense or otherwise, in any such Action, any objection it may now or hereafter have to personal jurisdiction, venue or to convenience of forum, agrees that all claims in respect of the Action shall be heard and determined only in any such court, and agrees not to bring any Action arising out of or relating to this Agreement in any other court. Nothing herein contained shall be deemed to affect the right of any party to serve process in any manner permitted by Law or to commence legal proceedings or otherwise proceed against any other party in any other jurisdiction, in each case, to enforce judgments obtained in any Action brought pursuant to this Section 5(d).

(e) WAIVER OF JURY TRIAL. EACH OF THE PARTIES HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION BASED UPON, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS.

(f) Interpretation. The titles and subtitles used in this Agreement are for convenience only and are not to be considered in construing or interpreting this Agreement. In this Agreement, unless the context otherwise requires: (i) any pronoun used in this Agreement shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural and vice versa; (ii) “including” (and with correlative meaning “include”) means including without limiting the generality of any description preceding or succeeding such term and shall be deemed in each case to be followed by the words “without limitation”; (iii) the words “herein,” “hereto,” and “hereby” and other words of similar import shall be deemed in each case to refer to this Agreement as a whole and not to any particular section or other subdivision of this Agreement; and (iv) the term “or” means “and/or”. The parties have participated jointly in the negotiation and drafting of this Agreement. Consequently, in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement.

7

(g) Notices. All notices and other communications among the parties shall be in writing and shall be deemed to have been duly given (i) when delivered in person, (ii) when delivered after posting in the United States mail having been sent registered or certified mail return receipt requested, postage prepaid, (iii) when delivered by FedEx or other nationally recognized overnight delivery service or (iv) when e-mailed during normal business hours, with affirmative confirmation of receipt, (and otherwise as of the immediately following Business Day), addressed as follows (or at such other address for a party as shall be specified by like notice):

	If to the Acquiror, to: Biotech Acquisition Company 545 West 25th Street, 20th Floor New York, NY 10001 Attn: Ivan Jarry, Chief Operating Officer Telephone No.: (415) 994-6363 Email: ivan.jarry@sprim.net with copies (which will not constitute notice) to: Ellenoff Grossman & Schole LLP 1345 Avenue of the Americas, 11th Floor New York, NY 10105 Attn: Matthew A. Gray, Esq. Email: mgray@egsllp.com
	If to Blade, to: Blade Therapeutics, Inc. 442 Littlefield Avenue South San Francisco, CA 94080 Attn: Dr. Wendye R. Robbins, CEO; Jean- Frédéric Viret, CFO Email: wrobbins@blademed.com; jviret@blademd.com with a copy (which will not constitute notice) to: Latham & Watkins LLP 140 Scott Drive Menlo Park, CA 94025 Attn: Mark V. Roeder; Brian D. Paulson Email: mark.roeder@lw.com; brian.paulson@lw.com
If to Holder, to: the address set forth under Holder’s name on the signature page hereto, with a copy (which will not constitute notice) to, if not the party sending the notice, each of Blade and the Acquiror (and each of their copies for notices hereunder).

(h) Amendments and Waivers. Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance, and either retroactively or prospectively) only with the written consent of the Acquiror, Blade and the Holder. No failure or delay by a party in exercising any right hereunder shall operate as a waiver thereof. No waivers of or exceptions to any term, condition, or provision of this Agreement, in any one or more instances, shall be deemed to be or construed as a further or continuing waiver of any such term, condition, or provision.

8

(i) Severability. If any provision of this Agreement is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of this Agreement shall remain in full force and effect. The parties further agree that if any provision contained herein is, to any extent, held invalid or unenforceable in any respect under the Laws governing this Agreement, they shall take any actions necessary to render the remaining provisions of this Agreement valid and enforceable to the fullest extent permitted by Law and, to the extent necessary, shall amend or otherwise modify this Agreement to replace any provision contained herein that is held invalid or unenforceable with a valid and enforceable provision giving effect to the intent of the parties.

(j) Specific Performance. Holder acknowledges that its obligations under this Agreement are unique, recognizes and affirms that in the event of a breach of this Agreement by Holder, money damages may be inadequate and Blade and the Acquiror may not have adequate remedy at law, and agrees that irreparable damage may occur in the event that any of the provisions of this Agreement were not performed by Holder in accordance with their specific terms or were otherwise breached. Accordingly, Blade and the Acquiror shall be entitled to seek an injunction or restraining order to prevent breaches of this Agreement by Holder and to seek to enforce specifically the terms and provisions hereof, without the requirement to post any bond or other security or to prove that money damages would be inadequate, this being in addition to any other right or remedy to which such party may be entitled under this Agreement, at law or in equity.

(k) Expenses. Each party shall be responsible for its own fees and expenses (including the fees and expenses of investment bankers, accountants and counsel) in connection with the entering into of this Agreement, the performance of its obligations hereunder and the consummation of the transactions contemplated hereby; provided, that in the event of any Action arising out of or relating to this Agreement, the non-prevailing party in any such Action will pay its own expenses and the reasonable documented out-of-pocket expenses, including reasonable attorneys’ fees and costs, reasonably incurred by the prevailing party.

(l) No Partnership, Agency or Joint Venture. This Agreement is intended to create a contractual relationship among Holder, Blade and the Acquiror, and is not intended to create, and does not create, any agency, partnership, joint venture or any like relationship among the parties hereto or among any other Blade Stockholders entering into voting agreements with Blade or the Acquiror. Holder has acted independently regarding its decision to enter into this Agreement. Nothing contained in this Agreement shall be deemed to vest in Blade or the Acquiror any direct or indirect ownership or incidence of ownership of or with respect to any Shares.

(m) Further Assurances. From time to time, at another party’s request and without further consideration (but at the requesting party’s reasonable cost and expense), each party shall execute and deliver such additional documents and take all such further action as may be reasonably necessary to consummate the transactions contemplated by this Agreement.

(n) Entire Agreement. This Agreement (together with the Merger Agreement to the extent referred to herein) constitutes the full and entire understanding and agreement among the parties with respect to the subject matter hereof, and any other written or oral agreement relating to the subject matter hereof existing between the parties is expressly canceled; provided, that, for the avoidance of doubt, the foregoing shall not affect the rights and obligations of the parties under the Merger Agreement or any Transaction Agreement. Notwithstanding the foregoing, nothing in this Agreement shall limit any of the rights or remedies of the Acquiror or any of the obligations of Holder under any other agreement between Holder and the Acquiror, and nothing in any other agreement shall limit any of the rights or remedies of the Acquiror or any of the obligations of Holder under this Agreement unless specifically agreed by Holder and the Acquiror.

(o) Counterparts; Facsimile. This Agreement may also be executed and delivered by facsimile or electronic signature or by email in portable document format in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

(p) Legal Representation. The Holder acknowledges that Latham & Watkins LLP is acting as counsel to Blade in connection with the Merger Agreement and the transactions contemplated thereby, and Latham & Watkins LLP is not acting as counsel to the Holder.

[Remainder of Page Intentionally Left Blank; Signature Page Follows]

9

IN WITNESS WHEREOF, the parties have executed this Voting Agreement as of the date first written above.

The Acquiror:

BIOTECH ACQUISITION COMPANY

By:

Name:   

Title:

Blade:

BLADE THERAPEUTICS, INC.

By:

Name:

Title:  

IN WITNESS WHEREOF, the parties have executed this Voting Agreement as of the date first written above.

HOLDER:

Exhibit A

Shares

Blade Common Stock	Blade Series A Preferred Stock	Blade Series B Preferred Stock	Blade Series C Preferred Stock	Blade Series C-1 Preferred Stock
[●]	[●]	[●]	[●]	[●]

EX-10.2

Exhibit 10.2

FORM OF LOCK-UP AGREEMENT

THIS LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of November 8, 2021 by and between (i) Biotech Acquisition Company, a Cayman Islands exempted company (together with its successors, including after the Conversion (as defined below), “Acquiror”), and (ii) the undersigned Blade Stockholder (“Holder”). Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Merger Agreement (defined below).

WHEREAS, on or about the date hereof, (i) the Acquiror, (ii) Blade Merger Subsidiary, Inc., a Delaware corporation and a wholly-owned subsidiary of the Acquiror (“Blade Merger Sub”), (iii) Biotech Sponsor LLC (the “Sponsor”), in its capacity thereunder as the Acquiror Representative, (iv) Jean-Frédéric Viret, in the capacity thereunder as the Blade Representative, and (v) Blade Therapeutics, Inc., a Delaware corporation (“Blade”), entered into that certain Agreement and Plan of Merger (as amended from time to time in accordance with the terms thereof, the “Merger Agreement”), pursuant to which, among other matters, (a) the Acquiror shall continue out of the Cayman Islands and into the State of Delaware as to re-domicile as and become a Delaware corporation pursuant to the applicable provisions of the Cayman Islands Companies Act (As Revised) and the DGCL (such re-domiciliation, the “Conversion”) and (b) Blade Merger Sub will merge with and into Blade, with Blade continuing as the surviving entity (the “Merger”);

WHEREAS, as of the date hereof, Holder is the holder of the Blade Stock set forth on Exhibit A hereto (the “Owned Securities”);

WHEREAS, pursuant to the Merger Agreement, at the Effective Time the Owned Securities (including Blade Common Stock issued in connection with the Blade Preferred Stock Conversion) (other than any Dissenting Shares), will be automatically cancelled and extinguished and converted into the right to receive the consideration set forth in Section 3.01(b) of the Merger Agreement, upon the terms and subject to the conditions set forth in the Merger Agreement and in accordance with the applicable provisions of the of the DGCL; and

WHEREAS, pursuant to the Merger Agreement, and in view of the valuable consideration to be received by Holder thereunder, the parties desire to enter into this Agreement, pursuant to which the shares of Acquiror Common Stock to be received by Holder as consideration in the Merger (including any Earnout Shares issued after the Closing) (all such securities, together with any securities paid as dividends or distributions with respect to such shares of Acquiror Common Stock or into which such shares of Acquiror Common Stock are exchanged or converted, the “Restricted Securities” (provided, that, for the avoidance of doubt, any shares of Acquiror Common Stock acquired by Holder pursuant to a Subscription Agreement or in open market transactions, together with any securities paid as dividends or distributions with respect to such shares of Acquiror Common Stock, will not be Restricted Securities), shall become subject to limitations on disposition as set forth herein. 

1

NOW, THEREFORE, in consideration of the premises set forth above, which are incorporated in this Agreement as if fully set forth below, and intending to be legally bound hereby, the parties hereby agree as follows:

1. Lock-Up Provisions.

(a) Holder hereby agrees that, during the period (the “Lock-Up Period”) commencing on the Closing Date and ending on the earliest of (I) the date that is six (6) months after the Closing Date and (II) subsequent to the Closing, (X) the first date on which the last sale price of the Common Stock has equaled or exceeded $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30 trading day period commencing at least 150 days after the Closing or (Y) the date on which Acquiror completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of Acquiror’s stockholders having the right to exchange their shares of Common Stock for cash, securities or other property, Holder will not: (i) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any Restricted Securities, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Restricted Securities, or (iii) publicly disclose the intention to do any of the foregoing, whether any such transaction described in clauses (i), (ii) or (iii) above is to be settled by delivery of Restricted Securities or other securities, in cash or otherwise (any of the foregoing described in clauses (i), (ii) or (iii), a “Transfer”).

(b) Notwithstanding the foregoing, Holder may Transfer the Restricted Securities:

(i) as a bona fide gift or gifts or charitable contribution, or for bona fide estate planning purposes;

(ii) if Holder is a natural person, to any member of Holder’s immediate family (as defined below) or to any trust for the direct or indirect benefit of Holder or Holder’s immediate family, or if Holder is a trust, to a trustor, trustee or beneficiary of the trust or to the estate of a trustor, trustee or beneficiary of such trust;

(iii) upon death or by will, testamentary document or intestate succession;

(iv) [reserved];

(v) if Holder is a corporation, partnership, limited liability company or other business entity, (A) to another corporation, partnership, limited liability company or other business entity that is an affiliate (as defined in Rule 405 promulgated under the Securities Act of 1933, as amended) of Holder, or to any investment fund or other entity controlled or managed by Holder or affiliates of Holder (provided, for the avoidance of doubt, that any references in this Agreement to affiliates of Holder shall include any venture capital fund or other investment fund now or hereafter existing that is controlled by one or more general partners, managing members or investment advisers of, or shares the same management company or investment adviser with, Holder), whether for or without any consideration, or (B) as part of a distribution by Holder to its stockholders, partners, members or other equityholders or to the estate of any such stockholders, partners, members or other equityholders, whether for or without any consideration;

(vi) to the Acquiror in connection with the vesting or settlement of restricted stock units or the “net” or “cashless” exercise of options, warrants or other rights to purchase shares of Acquiror Common Stock, (for purposes of exercising such options, warrants or rights, including any transfer for the payment of tax withholdings or remittance payments due as a result of the vesting, settlement, or exercise of such restricted stock units, options, warrants or other rights), in all such cases pursuant to equity awards granted under a stock incentive plan or other equity award plan of the Acquiror, which plan is described in one or more registration statements on file with or to be filed with the U.S. Securities and Exchange Commission (the “Registration Statements”); provided, that the foregoing provisions are limited to any restricted stock unit, option, warrant or other right to purchase shares of Acquiror Common Stock that vests, settles or expires during the Lock-Up Period and that any shares of Acquiror Common Stock received upon such vesting, settlement or exercise shall be subject to the terms of this Agreement;

(vii) to the Acquiror in connection with (A) the repurchase of shares of Acquiror Common Stock issued pursuant to equity awards granted under a stock incentive plan or other equity award plan, limited only to a plan that is described in the Registration Statements or (B) a right of first refusal that the Acquiror has with respect to transfers of such shares or securities;

2

(viii) pursuant to a bona fide third-party tender offer, merger, consolidation or other similar transaction made to all holders of shares of Acquiror Common Stock involving a Change of Control (as defined below) of the Acquiror; provided, that, in the event that such tender offer, merger, consolidation or other similar transaction is not completed, the Restricted Securities shall remain subject to the provisions of this Agreement until expiration of the Lock-Up Period; or

(ix) by operation of law pursuant to the rules of descent and distribution or pursuant to a qualified domestic order or in connection with a divorce settlement or any related court order;

provided, that, (A) in the case of (i), (ii), (iii), and (ix) above, such Transfer shall not involve a disposition for value, (B) in the case of (i), (ii), (iii), (v) and (ix) above, it shall be a condition to the Transfer or distribution that the donee(s), transferee(s) or distributee(s), as the case may be, agrees in writing to be bound by the restrictions set forth herein, (C) in the case of (i), (ii), and (iii) above, no filing by Holder under Section 16 of the Exchange Act, or other public filing, report or announcement by Holder reporting a reduction in beneficial ownership of shares of Acquiror Common Stock shall be required or shall be voluntarily made during the Lock-Up Period, and (D) in the case of (vi), (vii) and (ix) above, no filing under Section 16 of the Exchange Act, or other public filing, report or announcement reporting a reduction in beneficial ownership of shares of Acquiror Common Stock shall be voluntarily made during the Lock-Up Period and, if Holder is required to file a report under Section 16 of the Exchange Act during the Lock-Up Period, Holder shall include a statement in such report to the effect that such Transfer is to the Acquiror in connection with the repurchase of shares of Acquiror Common Stock pursuant to a right of first refusal, or by operation of law, such as pursuant to a qualified domestic order or in connection with a divorce settlement or any other court order, as the case may be. 

For purposes of this Agreement: “immediate family” shall mean any relationship by blood, marriage, domestic partnership or adoption, not more remote than first cousin; and “Change of Control” shall mean the transfer (whether by tender offer, merger, consolidation or other similar transaction), in one transaction or a series of related transactions, to a person or group of affiliated persons, of the Acquiror’s voting securities if, after such transfer, the Acquiror’s stockholders as of immediately prior to such transfer do not hold at least 50% of the outstanding voting securities of the Acquiror (or the surviving entity).

(c) If any Transfer is made or attempted during the Lock-Up Period in violation of the provisions of this Agreement, such purported Transfer shall be null and void ab initio, and the Acquiror shall refuse to recognize any such purported transferee of the Restricted Securities as one of its equity holders for any purpose. In order to enforce this Section 1, Acquiror may impose stop-transfer instructions with respect to the Restricted Securities of Holder (and Permitted Transferees and assigns thereof) until the expiration of the Lock-Up Period.

3

(d) [INTENTIONALLY OMITTED].

(e) For the avoidance of any doubt, Holder shall retain all of its rights as a stockholder of the Acquiror during the Lock-Up Period, including the right to vote any Restricted Securities and to receive dividends thereon (subject to this Agreement with respect to dividends made in the form of Acquiror Common Stock or other equity securities). For the avoidance of doubt, nothing in this Agreement shall prohibit, restrict or limit Holder, at any time, from acquiring, directly or indirectly, any securities of the Acquiror or its subsidiaries, including securities convertible into, exchangeable for or that represent the right to receive Acquiror Common Stock or any interest, beneficial or otherwise, in such Acquiror Common Stock.

2. Miscellaneous.

(a) Termination of Merger Agreement. This Agreement shall be binding upon Holder upon Holder’s execution and delivery of this Agreement, but this Agreement shall only become effective upon the Effective Time. Notwithstanding anything to the contrary contained herein, in the event that the Merger Agreement is terminated in accordance with its terms prior to the Effective Time, this Agreement and all rights and obligations of the parties hereunder shall automatically terminate and be of no further force or effect. Upon termination of this Agreement, none of the parties hereto shall have any further obligations or liabilities under this Agreement.

(b) Binding Effect; Assignment. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective permitted successors and assigns. This Agreement and the obligations of Holder pursuant hereto are personal to Holder and, except as required or permitted by this Agreement (including, without limitation, Section 1(b)), may not be transferred or delegated by Holder at any time. The Acquiror may assign any or all of its rights under this Agreement, in whole or in part, to any successor entity (whether by merger, consolidation, equity sale, asset sale or otherwise) without obtaining the consent or approval of Holder but may not otherwise transfer or assign this Agreement or any of its rights hereunder without the prior written consent of the Holder.

(c) Third Parties. Nothing contained in this Agreement or in any instrument or document executed by any party in connection with the transactions contemplated hereby shall create any rights in, or be deemed to have been executed for the benefit of, any person or entity that is not a party hereto or thereto or a successor or permitted assign of such a party.

(d) Governing Law; Jurisdiction. This Agreement, and all claims or causes of action based upon, arising out of, or related to this Agreement, shall be governed by, and construed in accordance with, the internal substantive laws of the State of Delaware applicable to contracts entered into and to be performed solely within such state, without giving effect to principles or rules of conflict of laws to the extent such principles or rules would require or permit the application of Laws of another jurisdiction. Any Action based upon, arising out of or related to this Agreement may be brought in federal and state courts located in the State of Delaware. Each party hereto hereby irrevocably submits to the exclusive jurisdiction of each such court in any such Action, irrevocably waives, and agrees not to assert by way of motion, defense or otherwise, in any such Action, any objection it may now or hereafter have to personal jurisdiction, venue or to convenience of forum, agrees that all claims in respect of the Action shall be heard and determined only in any such court, and agrees not to bring any Action arising out of or relating to this Agreement in any other court. Nothing herein contained shall be deemed to affect the right of any party to serve process in any manner permitted by Law or to commence legal proceedings or otherwise proceed against any other party in any other jurisdiction, in each case, to enforce judgments obtained in any Action brought pursuant to this Section 2.

4

(e) WAIVER OF JURY TRIAL. EACH OF THE PARTIES HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION BASED UPON, ARISING OUT OF OR RELATED TO THIS AGREEMENT.

(f) Interpretation. The titles and subtitles used in this Agreement are for convenience only and are not to be considered in construing or interpreting this Agreement. In this Agreement, unless the context otherwise requires: (i) any pronoun used in this Agreement shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural and vice versa; (ii) “including” (and with correlative meaning “include”) means including without limiting the generality of any description preceding or succeeding such term and shall be deemed in each case to be followed by the words “without limitation”; (iii) the words “herein,” “hereto,” and “hereby” and other words of similar import shall be deemed in each case to refer to this Agreement as a whole and not to any particular section or other subdivision of this Agreement; and (iv) the term “or” means “and/or”. The parties have participated jointly in the negotiation and drafting of this Agreement. Consequently, in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement.

(g) Notices. All notices and other communications among the parties hereto shall be in writing and shall be deemed to have been duly given (i) when delivered in person, (ii) when delivered after posting in the United States mail having been sent registered or certified mail return receipt requested, postage prepaid, (iii) when delivered by FedEx or other nationally recognized overnight delivery service or (iv) when e-mailed during normal business hours, with affirmative confirmation of receipt, (and otherwise as of the immediately following Business Day), addressed as follows (or at such other address for a party as shall be specified by like notice):

If to the Acquiror at or prior to the Closing, to:

Biotech Acquisition Company

545 West 25^th Street, 20^th Floor

New York, NY 10001

Attn: Ivan Jarry, Chief Operating Officer

Telephone No.: (415) 994-6363

Email: ivan.jarry@sprim.net

With a copy (which will not constitute notice) to:

Ellenoff Grossman & Schole LLP

1345 Avenue of the Americas, 11th Floor

New York, New York 10105

Attn: Mathew A. Gray, Esq.

Email: mgray@egsllp.com

5

If to the Acquiror after the Closing, to:

Blade Biotherapeutics, Inc.

442 Littlefield Avenue

South San Francisco, California 94080

Attn: Board of Directors

          Dr. Wendye R. Robbins, CEO

         Jean- Frédéric Viret, CFO

E-mail: wrobbins@blademed.com

             jviret@blademed.com

with copies (which shall not constitute notice) to:

Ellenoff Grossman & Schole LLP

1345 Avenue of the Americas, 11th Floor

New York, New York 10105

Attn: Mathew A. Gray, Esq.

Email: mgray@egsllp.com

and

Latham & Watkins LLP

140 Scott Drive

Menlo Park, CA 94025

Attn: Mark V. Roeder; Brian D. Paulson

Email: mark.roeder@lw.com;

           brian.paulson@lw.com

(h) Amendments and Waivers. Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance, and either retroactively or prospectively) only with the written consent of the Acquiror and Holder. No failure or delay by a party in exercising any right hereunder shall operate as a waiver thereof. No waivers of or exceptions to any term, condition, or provision of this Agreement, in any one or more instances, shall be deemed to be or construed as a further or continuing waiver of any such term, condition, or provision.

(i) Early Release. Notwithstanding anything in this Agreement to the contrary, it is understood and agreed that, from and after the Closing, the Post-Closing Acquiror Board (in accordance with Section 2(j) below) shall be entitled to release all or any Restricted Securities from any or all of the restrictions imposed hereunder, and to release Holder from all or any obligations hereunder; provided, however, that if any securities (“Other Restricted Securities”) held by any other Person (an “Other Locked-up Person”) that is party to an agreement with the Acquiror similar to this Agreement, including any Founder Shares pursuant to and as defined in that certain letter agreement, dated as of January 25, 2021 (the “Insider Letter” and, together with any such other agreement similar hereto, the “Other Lock-up Agreements”), by and among the Acquiror, the Sponsor and the other parties named therein (or other securities of Acquiror issuable upon conversion thereof), are released from any such restrictions, the Restricted Securities shall, unless Holder consents otherwise in writing, also be released in a proportionate manner, and at the same time or times, as Other Restricted Securities subject to such release, except in the case of where such Other Restricted Securities are released either (i) to make a Transfer that is required by applicable Law or (ii) to permit such Other Locked-up Person to avoid an impending insolvency, bankruptcy or assignment for the benefit of such Other Locked-up Person’s creditors (either of clauses (i) or (ii), an “Excluded Early Release”); and provided, further, that in the event that any Other Lock-up Agreement is amended or otherwise modified in a manner favorable to any Other Locked-Up Person (other than for an Excluded Early Release through amendment or modification) and such amendment or modification, if applied to this Agreement, would also be favorable to Holder, Holder shall be afforded the benefits of, and this Agreement shall be deemed amended or modified to give effect to, such amendment or modification. In the event of an early release of all or any Other Restricted Securities or any Other Locked-up Person from any or all of the restrictions imposed pursuant to an Other Lock-up Agreement (other than an Excluded Early Release) or any Other Lock-up Agreement is amended or otherwise modified in a manner favorable to any Other Locked-Up Person (other than for an Excluded Early Release through amendment or modification), Acquiror shall notify the Sponsor and Holder within two (2) business days of the occurrence of such release, amendment or modification. Acquiror hereby represents and warrants that no Other Lock-up Agreement imposes any shorter lock-up period or any other lesser restrictions on Transfer of Acquiror Common Stock than those imposed on Holder pursuant to this Agreement.

6

(j) Authorization on Behalf of Acquiror. The parties acknowledge and agree that, notwithstanding anything to the contrary contained in this Agreement, except in the case of amendments or modifications automatically occurring or required pursuant to Section 2(i), any and all amendments or waivers of this Agreement by or on behalf of Acquiror after the Closing shall require the vote or consent of a majority of the Post-Closing Acquiror Board, including a majority of the Disinterested Directors. For purposes hereof, a “Disinterested Director” will mean an independent director disinterested in this Agreement or the Merger Agreement (i.e., such independent director is not a Blade Stockholder, an Affiliate of a Blade Stockholder, or an officer, director, manager, employee, trustee or beneficiary of a Blade Stockholder, nor an immediate family member of any of the foregoing) then serving on the Post-Closing Acquiror Board. Without limiting the foregoing, in the event that Holder or Holder's Affiliate serves as a director, officer, employee or other authorized agent of Acquiror or any of its current or future Affiliates, Holder and/or Holder's Affiliate shall have no authority, express or implied, to act or make any determination on behalf of Acquiror or any of its current or future Affiliates in connection with this Agreement or any dispute or Action with respect hereto. 

(k) Severability. If any provision of this Agreement is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of this Agreement shall remain in full force and effect. The parties further agree that if any provision contained herein is, to any extent, held invalid or unenforceable in any respect under the Laws governing this Agreement, they shall take any actions necessary to render the remaining provisions of this Agreement valid and enforceable to the fullest extent permitted by Law and, to the extent necessary, shall amend or otherwise modify this Agreement to replace any provision contained herein that is held invalid or unenforceable with a valid and enforceable provision giving effect to the intent of the parties.

(l) Specific Performance. The parties hereto acknowledge that irreparable damage, for which monetary damages, even if available, may not be an adequate remedy, may occur if the parties do not perform their obligations imposed pursuant to or otherwise breach this Agreement. Accordingly, the parties agree that each of them will be entitled to seek an injunction or restraining order to prevent breaches of this Agreement and to seek to enforce specifically the terms and provisions hereof, without the requirement to post any bond or other security or to prove that money damages would be inadequate, this being in addition to any other right or remedy to which such party may be entitled under this Agreement, at law or in equity.

(m) Entire Agreement. This Agreement (and the Merger Agreement to the extent incorporated herein) constitutes the full and entire understanding and agreement among the parties with respect to the subject matter hereof; provided, that, for the avoidance of doubt, the foregoing shall not affect the rights and obligations of the parties under the Merger Agreement or any Transaction Agreement. Notwithstanding the foregoing, nothing in this Agreement shall limit any of the obligations, rights or remedies of the Acquiror or Holder under any other agreement between Holder and the Acquiror or any certificate or instrument executed by Holder in favor of the Acquiror or by Acquiror in favor of Holder, and nothing in any other agreement, certificate or instrument shall limit any of the obligations, rights or remedies of the Acquiror or Holder under this Agreement.

(n) Further Assurances. From time to time, upon the reasonable request of the Acquiror (in the case of Holder) or Holder (in the case of Acquiror), and without further consideration (but at the requesting party’s reasonable cost and expense), each party shall execute and deliver such additional documents and take all such further action as may be reasonably necessary to consummate the transactions contemplated by this Agreement.

(o) Counterparts; Facsimile. This Agreement may be executed and delivered by facsimile signature or by email in portable document format in two or more counterparts (which may be delivered by electronic transmission), each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

(p) Legal Representation. The Holder acknowledges that Latham & Watkins LLP is acting as counsel to Blade in connection with the Merger Agreement and the transactions contemplated thereby, and Latham & Watkins LLP is not acting as counsel to the Holder.

[Remainder of Page Intentionally Left Blank; Signature Pages Follow]

7

IN WITNESS WHEREOF, the parties have executed this Lock-Up Agreement as of the date first written above.

Acquiror:

BIOTECH ACQUISITION COMPANY

By:

Name: 

Title:  

[Additional Signature on the Following Page]

IN WITNESS WHEREOF, the parties have executed this Lock-Up Agreement as of the date first written above. 

Holder:

If Holder is an entity:

[●]

By:

Name:

Title:

If Holder is an individual:

Name:

Address for Notice:

Address:

Facsimile No.:

Telephone No.:

Email:

Exhibit A

Owned Securities

Blade Common Stock	Blade Series A Preferred Stock	Blade Series B Preferred Stock	Blade Series C Preferred Stock	Blade Series C-1 Preferred Stock
[●]	[●]	[●]	[●]	[●]

EX-10.3

Exhibit 10.3

Biotech Sponsor LLC
545 West 25th Street, 20th Floor
New York, NY 10001

November 8, 2021

Biotech Acquisition Corp.

545 West 25th Street, 20th Floor

New York, NY 10001

Attn: Ivan Jarry, Chief Operating Officer

Email: ivan.jarry@sprim.net

Blade Therapeutics, Inc.

442 Littlefield Avenue

South San Francisco, CA 94080

Attn: Dr. Wendye R. Robbins, CEO;

   Jean-Frédéric Viret, CFO

E-mail: wrobbins@blademed.com;

     jviret@blademd.com

Re: Sponsor Agreement

Ladies and Gentlemen:

Reference is hereby made to that certain Agreement and Plan of Merger, dated as of even date herewith (as it may be amended, supplemented or otherwise modified from time to time, the “Merger Agreement”) by and among Biotech Acquisition Company, a Cayman Islands exempted company (including any successor thereto, the “Acquiror”), Biotech Sponsor LLC, a Delaware limited liability company (the “Sponsor”), solely in its capacity thereunder as the Acquiror Representative (the “Acquiror Representative”), Blade Therapeutics, Inc., a Delaware corporation (“Blade”), and the other parties thereto. Any capitalized term used but not defined herein shall have the meaning ascribed thereto in the Merger Agreement.

In order to induce Blade to enter into the Merger Agreement, Sponsor has agreed to enter into this letter agreement (this “Agreement”) relating to 5,750,000 Acquiror Class B Ordinary Shares purchased by Sponsor in a private placement prior to the Acquiror’s initial public offering (the “IPO”), which, by the operation of law in the Conversion, will equal the same number of shares of Acquiror Common Stock (such shares of Acquiror Class B Ordinary Shares, as converted into the same number of shares of Acquiror Common Stock in the Conversion, the “Founder Shares”).

For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Sponsor and each of the undersigned parties hereby agrees as follows:

1. The Sponsor hereby agrees that prior to the Closing it shall enter into an Escrow Agreement with Acquiror and Continental Stock Transfer and Trust Company, as escrow agent (the “Escrow Agent”), in form and substance reasonably acceptable to Acquiror and the Blade (the “Escrow Agreement”), and upon and subject to the Closing, Sponsor shall deposit 1,150,000 of the Founder Shares (together with any equity securities paid as dividends or distributions with respect to such shares or into which such shares are exchanged or converted, the “Earnout Shares”) into a segregated escrow account (the “Escrow Account”) with the Escrow Agent, to be held in the Escrow Account and disbursed in accordance with the terms of this Agreement and the Escrow Agreement.

2. While the Earnout Shares are held in the Escrow Account, the Sponsor shall not sell, transfer, or otherwise dispose of, or hypothecate or otherwise grant any interest in or to, the Earnout Shares. Except as otherwise set forth in this Agreement, all of the Earnout Shares shall be retained in the Escrow Account until the earlier to occur of a Release Event (as defined below) and the Termination Date (as defined below). In the event that a Release Event has not occurred on or prior to the date which is five (5) years following the Closing Date (the “Termination Date”, and the period from the Closing Date until and including the Termination Date, the “Earnout Period”), the Sponsor will forfeit the Earnout Shares to the Acquiror for no consideration, and the Escrow Agent shall deliver the Earnout Shares to Acquiror (with any Earnout Shares to be delivered to Acquiror in certificated or book entry form for cancellation by Acquiror). Acquiror and the Sponsor shall give joint written instructions to the Escrow Agent to release the Earnout Shares promptly (but in any event within five (5) Business Days) after the occurrence of the earlier to occur of a Release Event and the Termination Date; provided, that Acquiror shall notify the Sponsor in writing at least five (5) Business Days in advance of and provide written instructions to the Escrow Agent to release all of the Earnout Shares in the Escrow Account upon the occurrence of a Release Event described in Section 4.

3. Until and unless the Earnout Shares are forfeited, subject to the restrictions set forth in this Agreement and the Insider Letter (as defined below), Sponsor shall have full ownership rights to the Earnout Shares, including the right to vote such Earnout Shares and to receive dividends and distributions thereon.

4. All of the Earnout Shares shall vest and no longer be subject to forfeiture or the transfer restrictions in this Agreement upon the first of any of the following to occur during the Earnout Period (each, a “Release Event”):

(a) the VWAP of Acquiror Common Stock (which for purposes of this Agreement will include any equity security that is the successor to the Acquiror Common Stock) on the principal exchange on which such securities are then listed or quoted shall have been equal to or in excess of $15.00 per share of Acquiror Common Stock (as equitably adjusted for stock splits, stock dividends, combinations, recapitalizations and the like after the Closing) for any twenty (20) Trading Days (which need not be consecutive) within any thirty (30) Trading Day period beginning after the Closing;

(b) the consummation by the Acquiror of a sale, merger, consolidation, liquidation, exchange offer or other similar transaction that results in the stockholders of the Acquiror immediately prior to such transaction having beneficial ownership of less than fifty percent (50%) of the outstanding voting securities of the Acquiror or the surviving entity in such transaction, directly or indirectly, immediately following such transaction;

(c) the consummation by Acquiror a “going private” transaction or Acquiror otherwise ceasing to be subject to the reporting obligations under the Securities Exchange Act of 1934; or

(d) the Acquiror Common Stock ceasing to be listed on a national securities exchange.

5. Notwithstanding Section 4 above, the Sponsor hereby agrees that:

(a) if the aggregate dollar amount owed to Public Shareholders that elect to tender their Acquiror Ordinary Shares for redemption in the Acquiror Shareholder Redemption (the “Redemption Amount”) is more than fifty percent (50%) of the aggregate funds held in the Trust Account prior to giving effect to the payments to be made in connection with the Acquiror Shareholder Redemption (or other payments to be made in connection with the Closing), then, at the Closing, the Sponsor will forfeit all of the Earnout Shares to the Acquiror for no consideration and the Acquiror shall immediately cancel the Earnout Shares; and

2 

(b) if the Redemption Amount is more than twenty percent (20%) but less than or equal to fifty percent (50%) of the aggregate funds held in the Trust Account prior to giving effect to the payments to be made in connection with the Acquiror Shareholder Redemption (or other payments to be made in connection with the Closing), then, at the Closing, the Sponsor will forfeit a pro rata number of Earnout Shares to the Acquiror for no consideration and the Acquiror shall immediately cancel such Earnout Shares; and

(c) if the Redemption Amount is less than or equal to twenty percent (20%) of the aggregate funds held in the Trust Account prior to giving effect to the payments to be made in connection with the Acquiror Shareholder Redemption (or other payments to be made in connection with the Closing), then no Earnout Shares shall be forfeited.

In order to effectuate any of the forfeitures required by this Section 5, at the Closing, the Sponsor shall deliver any such forfeited Earnout Shares to the Acquiror in certificated or book entry form for cancellation by the Acquiror.

6. For the avoidance of doubt, the Founder Shares will continue to be subject to the transfer restrictions and other provisions set forth in the letter agreement, dated as of January 25, 2021 (the “Insider Letter”), between the Aquiror, the Sponsor and the other parties thereto. The Acquiror and the Sponsor hereby agree that, without the prior written consent of Blade, (i) they will comply with the terms of the Insider Letter, (ii) the Acquiror will enforce the provisions thereof against Sponsor, and (iii) they will not amend, waive the provisions of or terminate the Insider Letter.

7. Sponsor, as the holder of a majority of the issued and outstanding Acquiror Class B Ordinary Shares, solely in connection with and only for the purpose of the proposed Transactions, hereby waives, to the fullest extent permitted by Law, the provisions of Section 17.3 of Acquiror’s Amended and Restated Articles and Memorandum of Association (effective January 25, 2021) (the “A&M”), and any equivalent provisions in the Acquirer Certificate of Incorporation, and agrees that the Acquiror Class B Ordinary Shares will convert only upon the Initial Conversion Ratio (as defined in the A&M) in connection with the Conversion and the Transactions. This waiver shall be void and of no force and effect following the date on which the Merger Agreement is validly terminated in accordance with its terms. All other terms in the A&M related to the Acquiror Class B Ordinary Shares shall remain in full force and effect, except as modified as set forth directly above, which modification shall be effective only upon the consummation of the Transactions.

8. Sponsor hereby represents and warrants to the Acquiror and Blade as follows:

(a) Corporate Organization. As of the date hereof, Sponsor is a limited liability company duly formed, validly existing and in good standing under the Laws of the state of Delaware. Sponsor has the limited liability power and authority to own, lease or operate its assets and properties and to conduct its business as it is now being conducted. Sponsor is, and at all times has been, in compliance in all material respects with all restrictions, covenants, terms and provisions set forth in its Organizational Documents. Sponsor is duly licensed or qualified and in good standing as a foreign limited liability company in all jurisdictions in which its ownership of property or the character of its activities is such as to require it to be so licensed or qualified, except where failure to be so licensed or qualified would not, individually or in the aggregate, reasonably be expected to have, individually or in the aggregate, a material adverse effect.

3 

(b) Due Authorization. Sponsor has all requisite limited liability power and authority to execute and deliver this Agreement and to perform its obligations hereunder to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized and approved by the board of managers or equivalent governing body of Sponsor and, no proceeding on the part of Sponsor is necessary to authorize this Agreement or Sponsor’s performance hereunder or the consummation of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Sponsor and, assuming due authorization and execution by each other party hereto, this Agreement constitutes a legal, valid and binding obligation of Sponsor, enforceable against Sponsor in accordance with its terms, subject to the Enforceability Exceptions.

(c) No Conflict. The execution, delivery and performance of this Agreement by Sponsor and the consummation of the transactions contemplated hereby do not and will not (a) conflict with or violate any provision of, or result in the breach of any Organizational Documents of Sponsor, or (b) conflict with or result in any violation of any provision of any Law or Governmental Order binding on or applicable to Sponsor or any of its respective properties or assets.

(d) Governmental Authorities; Consents. No action by, consent, approval, permit or authorization of, or designation, declaration or filing with, any Governmental Authority or notice, approval, consent waiver or authorization from any Governmental Authority is required on the part of Sponsor with respect to the execution or delivery and performance of this Agreement by Sponsor, or the consummation of the transactions contemplated hereby.

(e) Title to Earnout Shares. Sponsor is the sole owner of the Earnout Shares and has good and valid title to the Earnout Shares, free and clear of any Liens (other than restrictions imposed by this Agreement, the Acquiror’s Organizational Documents, the Insider Letter or applicable securities Laws). Sponsor is not the subject of a bankruptcy, reorganization or similar proceeding.

9. No party hereto may assign either this Agreement or any of its rights, interests, or obligations hereunder without the prior written consent of the other parties; provided, that in the event that the Sponsor liquidates and distributes to its members all securities of the Acquiror that it owns in accordance with the Sponsor’s Organizational Documents, the Sponsor may, without obtaining the consent of any other party hereto, transfer the Earnout Shares and its rights and obligations under this Agreement to its members so long as such members agree in writing to be bound by the terms of this Agreement that apply to Sponsor hereunder. Any purported assignment in violation of this Section 9 shall be void and ineffectual and shall not operate to transfer or assign any interest or title to the purported assignee. This Agreement shall be binding on the undersigned and their respective successors and permitted assigns. Nothing expressed or implied in this Agreement is intended or shall be construed to confer upon or give any Person, other than the parties hereto, any right or remedies under or by reason of this Agreement.

10. This Agreement (including the Merger Agreement to the extent incorporated herein) constitutes the entire agreement and understanding of the parties hereto in respect of the subject matter hereof and supersedes all prior understandings, agreements, or representations by or among the parties hereto, written or oral, to the extent they relate in any way to the subject matter hereof; provided, that for the avoidance of doubt, nothing herein shall affect the terms and conditions of the Insider Letter.

4 

11. This Agreement may not be changed, amended or modified as to any particular provision, except by a written instrument executed by all parties hereto. No provision of this Agreement may be waived except in a writing signed by the party against whom enforcement of such waiver is sought. No failure or delay by a party in exercising any right hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise of any other right hereunder.

12. Any notice, consent or request to be given in connection with any of the terms or provisions of this Agreement shall be in writing and shall be sent in the same manner as provided in Section 11.02 of the Merger Agreement (with the address of the Sponsor being the address of the Acquiror Representative therein unless the Sponsor otherwise notifies the parties hereto in accordance with the requirements of Section 11.02 of the Merger Agreement).

13. This Agreement shall be construed, interpreted and enforced in a manner consistent with the provisions of the Merger Agreement. The provisions set forth in Sections 1.02 (Definitions), 11.06 (Governing Law), 11.07 (Captions; Counterparts), 11.11 (Severability), 11.12 (Jurisdiction; Waiver of Trial by Jury), 11.13 (Enforcement) and 11.14 (Non-Recourse), of the Merger Agreement, as in effect as of the date hereof, are hereby incorporated by reference into, and shall be deemed to apply to, this Agreement as if all references to the “Agreement” in such sections were instead references to this Agreement, and the references therein to the “Parties” were instead to the parties to this Agreement.

14. This Agreement shall terminate at such time, if any, as the Merger Agreement is terminated in accordance with its terms prior to the Closing, and upon such termination this Agreement shall be null and void and of no effect whatsoever, and the parties hereto shall have no obligations under this Agreement.

[Remainder of Page Left Blank; Signature Page Follows]

5 

BIOTECH SPONSOR LLC

By:

Name:

Title:

Accepted and agreed, effective as of the date first set forth above:

BIOTECH ACQUISITION COMPANY

By:

Name:

Title:

 

BLADE THERAPEUTICS, INC.

By:

Name:

Title:

[Signature Page to Sponsor Agreement]

EX-10.4

Exhibit 10.4

FORM OF SUBSCRIPTION AGREEMENT

This subscription agreement (this “Subscription Agreement”) is being entered into as of November 8, 2021, by and between Biotech Acquisition Company, a Cayman Islands exempted company (together with any successor thereto, including after the Domestication (defined below), the “Company”), and the undersigned subscriber (“Subscriber”).

WHEREAS, this Subscription Agreement is being entered into in connection with that certain Agreement and Plan of Merger, dated as of November 8, 2021 (as it may be amended, the “Transaction Agreement”), by and among, the Company, Blade Therapeutics, Inc., a Delaware corporation (“Blade”), Blade Merger Subsidiary, Inc., a Delaware corporation and wholly owned subsidiary of the Company (“Blade Merger Sub”), and certain other parties named therein, pursuant to which, upon the terms and subject to the conditions therein, Blade Merger Sub will be merged with and into Blade, with Blade surviving as a wholly owned subsidiary of the Company (the “Transaction”);

WHEREAS, the Company has sought commitments to purchase shares of the Company’s common stock, par value $0.0001 per share (after giving effect to the Domestication) (the “Common Shares”), for a purchase price of $10.00 per share (the “Purchase Price”), in a private placement to be consummated after the Domestication and immediately prior to the consummation of the Transaction (the “Offering”) pursuant to the terms and subject to the conditions set forth in the Subscription Agreements (as defined below);

WHEREAS, in connection with the Transaction and this Subscription Agreement, the Company, Subscriber and the other parties thereto will enter into an Amended and Restated Registration Rights Agreement, in the form attached to the Transaction Agreement as Exhibit C and provided to Subscriber on or prior to the date hereof (the “Registration Rights Agreement” and, together with this Subscription Agreement, the “Subscription Documents”); and

WHEREAS, pursuant to the Offering, on or about the date of this Subscription Agreement, the Company is entering into subscription agreements (the “Other Subscription Agreements” and together with this Subscription, the “Subscription Agreements”) with certain other investors (the “Other Subscribers” and together with Subscriber, the “Subscribers”), pursuant to which such Subscribers have agreed to purchase on the closing date of the Transaction, inclusive of the Shares (as defined below), an aggregate amount of 2,430,000 Shares, at the Purchase Price (the shares of the Other Subscribers, the “Other Subscribed Shares”) for an aggregate purchase price, inclusive of the Aggregate Purchase Price (as defined below), of $24,300,000.

NOW, THEREFORE, in consideration of the foregoing and the mutual representations, warranties and covenants, and subject to the conditions, set forth herein, and intending to be legally bound hereby, Subscriber and the Company agree as follows:

1. Subscription. Effective as of the date written above (the “Subscription Date”), subject to the satisfaction or waiver of the conditions to closing set forth in Sections 2 and 3 below, Subscriber hereby subscribes for and agrees to purchase from the Company such number of Common Shares as is set forth on the signature page of this Subscription Agreement (the “Shares”) at the per Share price equal to the Purchase Price and on the terms and subject to the conditions provided for herein. Subscriber acknowledges and agrees that, as a result of the Domestication, the Common Shares that will be issued pursuant hereto at the Closing (as defined below) shall be shares of common stock in a Delaware corporation (and not shares in a Cayman Islands exempted company).

2. Closing; Delivery of Shares.

(a) The closing of the sale of Shares contemplated hereby (the “Closing,” and the date that the Closing actually occurs, the “Closing Date”) is conditional on the subsequent occurrence of the consummation of the Transaction (the “Transaction Closing”). The Closing shall occur on the date of, and immediately prior to, the consummation of the Transaction, but after the Company’s transfer by way of continuation out of the Cayman Islands and domestication into the State of Delaware pursuant to the applicable provisions of the Cayman Islands Companies Act (As Revised) (as amended, the “Cayman Act”) and the General Corporation Law of the State of Delaware (as more fully described in the Transaction Agreement, the “Domestication”).

(b) The Company shall provide written notice (which may be via email) to Subscriber (the “Closing Notice”) that the Company reasonably expects the consummation of the Transaction to occur on a date specified in the notice (the “Scheduled Closing Date”) not less than three (3) business days after the date of the Closing Notice, which Closing Notice shall contain the Company’s wire instructions for an escrow account (the “Escrow Account”) established by the Company with a third party escrow agent (the “Escrow Agent”) to be identified in the Closing Notice. The failure of the Closing to occur on the Scheduled Closing Date shall not terminate this Subscription Agreement or otherwise relieve either party of any of its obligations hereunder. Provided that the Closing Notice is timely delivered in accordance with the foregoing, at least one (1) business day prior to the Scheduled Closing Date, Subscriber shall deliver to the Escrow Account the aggregate Purchase Price for the Shares subscribed (the “Aggregate Purchase Price”) by wire transfer of United States dollars in immediately available funds. The wire transfer shall identify Subscriber and, unless otherwise agreed by the Company, the funds shall be wired from an account in Subscriber’s or its affiliates’ name(s). Upon the Closing, the Company shall provide instructions to the Escrow Agent to release the funds in the Escrow Account to the Company against delivery to Subscriber of the Shares, free and clear of any liens or other restrictions whatsoever (other than those arising under state or federal securities laws), in book-entry form as set forth in Section 2(c) below. If this Subscription Agreement is terminated prior to the Closing and any funds have already been sent by Subscriber to the Escrow Account, or the Closing Date does not occur within three (3) business days after the Scheduled Closing Date specified in the Closing Notice, the Company shall or shall cause the Escrow Agent to promptly (but not later than five (5) business days after the Scheduled Closing Date specified in the Closing Notice), return the funds delivered by Subscriber for payment of the Subscription Amount by wire transfer in immediately available funds to the account specified in writing by Subscriber (provided, that the failure of the Closing Date to occur within such three (3) business day period and the return of the relevant funds shall not relieve Subscriber from its obligations under this Subscription Agreement for a subsequently rescheduled Closing Date determined by the Company in good faith and indicated to Subscriber in a timely delivered subsequent Closing Notice).

(c) On the Closing Date, promptly after the Closing, the Company shall deliver (or cause the delivery of) the Shares to Subscriber (in the name of Subscriber, its permitted assignee or its custodian, in each case, as indicated on Subscriber’s signature page hereto) in book-entry form (and, at the written request of Subscriber, the Company shall use its best efforts to deliver promptly after the Closing Date a certificate, duly executed on behalf of the Company and countersigned by the Company’s transfer agent, representing the Shares), with the restrictive legend described in Section 5(b) of this Subscription Agreement but otherwise free and clear of any liens or other restrictions (other than those arising under applicable securities laws).

3. Closing Conditions. In addition to the condition set forth in the first sentence of Section 2(a) above:

(a) The Closing is also subject to the satisfaction or valid waiver by the Company and Subscriber of the conditions that, on the Closing Date:

(i) no (i) suspension of the qualification of the Shares for offering or sale or trading in any jurisdiction, (ii) initiation or threatening of any proceedings for any of such purposes or (iii) delisting of the Common Shares shall have occurred and be continuing;

2 

(ii) no governmental authority of competent jurisdiction with respect to the sale of the Shares shall have enacted, issued, promulgated, enforced or entered any judgment, order, law, rule or regulation (whether temporary, preliminary or permanent) which is then in effect and has the effect of making consummation of the transactions contemplated hereby illegal or otherwise restraining or prohibiting consummation of the transactions contemplated hereby, and no governmental authority shall have instituted or threatened in writing a proceeding seeking to impose any such restraint or prohibition; and

(iii) all conditions precedent to the consummation of the Transaction as set forth in the Transaction Agreement, including receipt of all necessary shareholder approvals, shall have been satisfied (as determined in good faith by the parties to the Transaction Agreement) or waived by the parties thereto in accordance with the requirements of the Transaction Agreement (other than those conditions which, by their nature, are to be satisfied at the Transaction Closing (including to the extent that any such condition is dependent upon the consummation of the purchase and sale of the Shares pursuant to this Subscription Agreement and any other subscription agreements entered into in connection with the Offering)).

(b) The obligations of the Company to consummate the Closing are also subject to the satisfaction or valid waiver by the Company of the additional conditions that, on the Closing Date:

(i) all representations and warranties of Subscriber contained in this Subscription Agreement shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect (as defined below), which representations and warranties shall be true and correct in all respects) at and as of the Closing Date (except for representations and warranties made as of a specific date, which shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect, which representations and warranties shall be true and correct in all respects) as of such date), and consummation of the Closing shall constitute a reaffirmation by Subscriber of each of the representations, warranties and agreements of Subscriber contained in this Subscription Agreement as of the Closing Date;

(ii) Subscriber shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by this Subscription Agreement to be performed, satisfied or complied with by it at or prior to Closing; and

(iii) Subscriber shall have delivered an executed copy of the investor representation letter to the Placement Agents in the form set forth in Exhibit B attached hereto (the “Investor Representation Letter”).

(c) The obligations of Subscriber to consummate the Closing are also subject to the satisfaction or valid waiver by Subscriber of the additional conditions that, on the Closing Date:

(i) all representations and warranties of the Company contained in this Subscription Agreement shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect , which representations and warranties shall be true and correct in all respects) at and as of the Closing Date (except for representations and warranties made as of a specific date, which shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect, which representations and warranties shall be true and correct in all respects) as of such date), and consummation of the Closing shall constitute a reaffirmation by the Company of each of the representations, warranties and agreements of the Company contained in this Subscription Agreement as of the Closing Date;

3 

(ii) the Company shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by this Subscription Agreement to be performed, satisfied or complied with by it at or prior to Closing;

(iii) the Transaction Agreement shall not have been amended or modified, nor shall any provisions thereunder have been waived, in any case, in a manner that would reasonably be expected to materially and adversely affect the economic benefits that Subscriber (in its capacity as such) would reasonably expect to receive under this Subscription Agreement or the liabilities that Subscriber would reasonably expect to incur under this Subscription Agreement without the written consent of Subscriber, and, without limiting the foregoing, the amount or form of the total consideration issuable in the Transaction shall not have been amended or modified in any material respect and the condition set forth in Section 9.03(e) of the Transaction Agreement shall not have been amended, waived or otherwise modified without the prior written consent of the Designated Stockholders (as defined in the Transaction Agreement) in accordance with the requirements of the Transaction Agreement;

(iv) there shall have been no amendment, modification or waiver of any Other Subscription Agreement that materially benefits the Other Subscriber thereunder unless Subscriber has been offered the same benefits, and neither the Company nor Blade shall have entered into any side letter or other similar agreement (other than the Other Subscription Agreements and subject to the rights of the Designated Stockholders expressly set forth in the Transaction Agreement) that materially benefits any Other Subscriber or other party thereto, unless Subscriber has been offered the same benefits; and

(v) the Company’s listing application with the Nasdaq Capital Market (“Nasdaq”) (or, at the election of the Company, the New York Stock Exchange (“NYSE”)) in connection with the Transaction shall have been conditionally approved and, immediately following the Transaction Closing, the Company shall satisfy any applicable initial and continued listing requirements of Nasdaq or the NYSE, as applicable, and the Shares shall have been approved for listing on Nasdaq or the NYSE, as applicable, subject only to official notice of issuance.

4. Company Representations and Warranties. The Company represents and warrants to Subscriber that:

(a) As of the date hereof, the Company is duly formed, validly existing and in good standing under the laws of the Cayman Islands, and as of the Closing, after giving effect to the Domestication, the Company will be a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. The Company has the corporate power and authority to own, lease and operate its properties and conduct its business as presently conducted and to enter into, deliver and perform its obligations under the Subscription Documents and the Other Subscription Agreements. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to so qualify would have a Material Adverse Effect. The Company has no subsidiaries other than Blade Merger Sub.

(b) All corporate action required to be taken by the Company’s Board of Directors and stockholders in order to authorize the Company to enter into the Subscription Agreement, and to issue the Shares at the Closing been taken by the Company’s Board of Directors, and as of the Closing, will have been taken by the Company’s stockholders. Each of the Subscription Documents and the Other Subscription Agreements has been duly authorized, executed and delivered by the Company and is enforceable against the Company in accordance with its terms, except as may be limited or otherwise affected by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other laws relating to or affecting the rights of creditors generally, and (ii) principles of equity, whether considered at law or equity.

4 

(c) Upon the consummation of the Domestication, the Shares will have been duly authorized and, when issued and delivered to Subscriber against full payment therefor in accordance with the terms of this Subscription Agreement, and registered with the Company’s transfer agent, the Shares will be validly issued, fully paid, non-assessable and free and clear of any liens or other restrictions whatsoever (other than any liens or restrictions imposed by applicable securities laws) and will not have been issued in violation of or subject to any purchase option, right of first refusal, preemptive right, subscription right or any similar rights created under the Company’s organizational documents or applicable law or other contract binding on the Company.

(d) As of the date hereof, the share capital of the Company is $55,500 divided into 500,000,000 Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary Shares”), 50,000,000 Class B ordinary shares, par value $0.0001 per share (the “Class B Ordinary Shares”), and 5,000,000 preference shares, par value $0.0001 per share (the “Preference Shares”), each having the rights and preferences set forth in the Company’s Amended and Restated Memorandum and Articles of Association (the “Current Charter”) as in effect as of the date hereof. As of the date of this Subscription Agreement, there are issued and outstanding (A) 23,000,000 Class A Ordinary Shares, (B) 5,750,000 Class B Ordinary Shares, (C) no Preference Shares, (D) 11,500,000 redeemable public warrants to purchase Class A Ordinary Shares, and (E) 6,000,000 private placement warrants to purchase Class A Ordinary Shares. Immediately prior to the Closing, giving effect to the Domestication, (i) the authorized capital stock of the Company will consist of 240,000,000 shares of Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), 10,000,000 shares of Class B common stock, par value $0.0001 per share (the “Class B Common Stock”), and 10,000,000 shares of preferred stock, par value $0.0001 per share (the “Preferred Stock”), and (ii) there will be issued and outstanding (A) 23,000,000 shares of Class A Common Stock, (B) 5,750,000 shares of Class B Common Stock, (C) no shares of Preferred Stock, (D) 11,500,000 redeemable public warrants to purchase shares of Class A Common Stock, and (E) 6,000,000 private placement warrants to purchase shares of Class A Common Stock (for purposes of this clause (ii), prior to giving effect to the redemption of any Public Shareholders, the issuance of any of the Shares or the Other Subscribed Shares or other shares of Class A Common Stock of the Company issued in a private placement for an amount per share at least equal to the Purchase Price without violation of this Subscription Agreement, and subject to any convertible promissory notes that are issued by the Company to the Sponsor or its affiliates or certain of the Company’s directors or officers in accordance with the Prospectus for working capital loans made by them prior to the Closing). All of the Company’s outstanding ordinary shares are duly authorized, validly issued, fully paid and non-assessable and are not subject to or issued in violation of any purchase option, right of first refusal, preemptive right, subscription right or any similar right under any applicable provisions of the Cayman Act, the Current Charter (and upon the Domestication, the certificate of incorporation and bylaws of the Company) or any contract or agreement to which the Company is a party. None of the outstanding ordinary shares have been issued in violation of any applicable securities laws. Except as set forth above in this Subscription Agreement and pursuant to the Other Subscription Agreements, the Transaction Agreement, and the ability of the Company to issue Company warrants in respect of working capital loans in accordance with the terms of the Prospectus and the Company’s organizational documents, as of the date hereof, there are no outstanding options, warrants or other rights to subscribe for, purchase or acquire from the Company any equity interests in the Company or securities convertible into or exchangeable or exercisable for such equity interests. There are no shareholder agreements, voting trusts or other agreements or understandings to which the Company is a party or by which it is bound relating to the voting of any securities of the Company other than (i) as set forth in the SEC Reports and (ii) as contemplated by the Transaction Agreement.

5 

(e) Assuming the accuracy of Subscriber’s representations and warranties in Section 5, the execution, delivery and performance of the Subscription Documents and the Other Subscription Agreements, and the consummation by the Company of the transactions that are the subject of, the Subscription Documents (including the issuance and sale of the Shares) and the Other Subscription Agreements in compliance herewith and therewith, will be done in accordance with the rules of Nasdaq (or NYSE, as applicable) and applicable federal and state security laws. The execution, delivery and performance of this Subscription Agreement and the consummation of the transactions contemplated by this Subscription Agreement (including the issuance and sale of the Shares) will not result in (i) a breach or violation of any of the terms or provisions of, or constitute a default under, with or without the passage of time and giving of notice or both, or result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of the Company or any of its subsidiaries pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement, license, lease or any other agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the property or assets of the Company is subject, in each case, which would have a material adverse effect on the business, properties, financial condition, stockholders’ equity or results of operations of the Company (a “Material Adverse Effect”) or affect the validity of the Shares or the legal authority of the Company to comply in all material respects with the terms of the Subscription Documents or the Other Subscription Agreements; (ii) any violation of the provisions of the organizational documents of the Company (including the organizational documents of the Company following the Domestication); or (iii) any violation of any statute or any judgment, order, rule or regulation of any court or governmental agency or body, domestic or foreign, having jurisdiction over the Company or any of its properties that would have a Material Adverse Effect or affect the validity of the Shares or the legal authority of the Company to comply with this Subscription Documents or the Other Subscription Agreements.

(f) The Company has not entered into any agreement or arrangement entitling any agent, broker, investment banker, financial advisor or other person to any broker’s or finder’s fee or any other commission or similar fee in connection with the transactions contemplated by this Subscription Agreement for which Subscriber could become liable (it being understood that Subscriber will effectively bear its pro rata share of any such expense indirectly as a result of its investment in the Company). Other than Barclays Capital Inc. (“Barclays”) and Cantor Fitzgerald & Co. (“CFCO”, each of Barclays and CFCO, a “Placement Agent” and together the “Placement Agents”), the Company is not aware of any person that has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with the sale of any Common Shares in the Offering.

(g) Except for or in respect of any changes (including any required restatements of reports or of financial statements contained therein) to the Company’s historical accounting of the Company’s warrants as equity rather than as liabilities (“Warrant Accounting Treatment Changes”) that may be required as a result of the Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies that was issued by the U.S. Securities and Exchange Commission (the “SEC”) on April 12, 2021, and related guidance by the SEC (the “SEC April Warrant Statement”), as of their respective dates, all reports, statements, schedules, registration statements, prospectuses, proxy statements and other documents (the “SEC Reports”) filed or required to be filed by the Company with the SEC complied in all material respects with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations of the SEC promulgated thereunder, and none of the SEC Reports, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Except for any Warrant Accounting Treatment Changes, the financial statements of the Company included in the SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations of the SEC with respect thereto as in effect at the time of filing and fairly present in all material respects the financial position of the Company as of and for the dates thereof and the results of operations and cash flows for the periods presented, subject, in the case of unaudited statements, to normal, year-end audit adjustments and the absence of complete footnotes. The Company has timely filed with the SEC each SEC Report that the Company was required to file with the SEC. A copy of each SEC Report is available to Subscriber via the SEC’s EDGAR system.

6 

(h) Other than the Other Subscription Agreements and the Transaction Agreement, the Company has not entered into any side letter or similar agreement with any other subscriber or any other investor in connection with such other subscriber’s or investor’s direct or indirect investment in the Company.

(i) Except for such matters as have not had and would not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect, as of the date hereof, there is no (i) action, suit, claim or other proceeding by or before any governmental or other regulatory or self-regulatory agency, entity or body with authority or jurisdiction over the Company, pending, or, to the knowledge of the Company, threatened in writing against the Company, or (ii) judgment, decree, injunction, ruling or order of any governmental entity or arbitrator outstanding against the Company.

(j) The Company is not, and immediately after receipt of payment for the Shares and the Other Subscribed Shares and the consummation of the Transaction, will not be, an “investment company” within the meaning of the Investment Company Act of 1940, as amended.

(k) Assuming the accuracy of Subscriber’s representations and warranties set forth in Section 5, in connection with the offer, sale and delivery of the Shares in the manner contemplated by this Subscription Agreement, it is not necessary to register the Shares under the Securities Act. The Shares (i) have not been offered by any form of general solicitation or general advertising and (ii) have not been offered in a manner involving a public offering under, or in a distribution in violation of, the Securities Act or any state securities laws.

(l) No “bad actor” disqualifying event described in Rule 506(d)(1)(i)-(viii) of the Securities Act (a “Disqualification Event”) is applicable to the Company, except for a Disqualification Event as to which Rule 506(d)(2)(ii-iv) or (d)(3) is applicable.

(m) The Company is in all material respects in compliance with applicable required provisions of the Sarbanes-Oxley Act of 2002, as amended, and the rules and regulations thereunder.

(n) Neither the Company nor Blade has entered into any subscription agreement, side letter or similar agreement or understanding with any Other Subscriber in connection with such Other Subscriber’s direct or indirect investment in the Company other than as contemplated by the Other Subscription Agreements (subject to the rights of the Designated Stockholders expressly set forth in the Transaction Agreement), and the Other Subscription Agreements reflect the same Purchase Price and other terms with respect to the purchase of Common Shares thereunder that are not more advantageous to such Other Subscriber than the terms of this Subscription Agreement.

(o) The Company acknowledges and agrees that, notwithstanding anything herein to the contrary, the Shares may be pledged by Subscriber in connection with a bona fide margin agreement, provided such pledge shall be (i) pursuant to an available exemption from the registration requirements of the Securities Act or (ii) pursuant to, and in accordance with, a registration statement that is effective under the Securities Act at the time of such pledge, and Subscriber, in effecting a pledge of Shares, shall not be required to provide the Company with any notice thereof; provided, however, that neither the Company or its counsel shall be required to take any action (or refrain from taking any action) in connection with any such pledge, other than providing any such lender of such margin agreement with an acknowledgment that the Shares are not subject to any contractual prohibition on pledging or lock up, the form of such acknowledgment to be subject to review and comment by the Company in all respects.

7 

(p) The Company and its board of directors have taken all necessary action, if any, in order to render inapplicable Section 203 of the Delaware General Corporation Law, and any other control share acquisition, business combination or other similar anti-takeover provision under the organizational documents of the Company or applicable law that is or could become applicable to Subscriber as a result of the transactions contemplated by this Subscription Agreement or the Transaction Agreement, including the Company’s issuance of the Shares or any other Common Shares. The Company has not adopted a shareholders rights plan (or “poison pill”) or similar arrangement relating to accumulations of beneficial ownership of Common Shares or a change in control of the Company.

(q) (i) There has been no action taken by the Company, or, to the knowledge of the Company, any officer, director, equityholder, manager, employee, agent or representative of the Company, in each case, acting on behalf of the Company, in violation of any applicable Anti-Corruption Laws (as herein defined), (ii) the Company has not been convicted of violating any Anti-Corruption Laws or subjected to any investigation by a governmental authority for violation of any applicable Anti-Corruption Laws, (iii) the Company has not conducted or initiated any internal investigation or made a voluntary, directed, or involuntary disclosure to any governmental authority regarding any alleged act or omission arising under or relating to any noncompliance with any Anti-Corruption Laws and (iv) the Company has not received any written notice or citation from a governmental authority for any actual or potential noncompliance with any applicable Anti-Corruption Laws. As used herein, “Anti-Corruption Laws” means any applicable laws relating to corruption and bribery, including the U.S. Foreign Corrupt Practices Act of 1977 (as amended), the UK Bribery Act 2010, and any similar law that prohibits bribery or corruption.

(r) The Company is not required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration with, any court or other federal, state, local or other governmental authority, self-regulatory organization or other person in connection with the execution, delivery and performance of this Subscription Agreement or the Transaction Agreement (including, without limitation, the issuance of the Shares) (other than (i) filings with the SEC, (ii) filings required by applicable state securities laws, (iii) the filings required in accordance with Section 6, (iv) those required by Nasdaq, including with respect to obtaining approval of the Company’s stockholders, (v) filings pursuant to applicable antitrust laws, (vi) consents or other approvals, waivers or authorizations required for the consummation of the transactions contemplated by the Transaction Agreement that the Company reasonably expects to receive on or prior to the Closing), in each case the failure of which to obtain would not be reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or have a material adverse effect on the Company’s ability to consummate the transactions contemplated hereby, including the issuance and sale of the Shares

(s) The Company understands that the foregoing representations and warranties shall be deemed material to and have been relied upon by Subscriber.

5. Subscriber Representations, Warranties and Covenants. Subscriber represents and warrants to the Company that:

(a) Subscriber is either a U.S. investor or non-U.S. investor as set forth under its name on the signature page hereto, and accordingly represents the applicable additional matters under clause (i) or (ii) below:

(i) Applicable to U.S. investors: At the time Subscriber was offered the Shares, it was, and as of the date hereof, Subscriber is, (i) a “qualified institutional buyer” (within the meaning of Rule 144A under the Securities Act) and/or an institutional “accredited investor” (within the meaning of Rule 501(a) of Regulation D under the Securities Act) as indicated in the questionnaire attached as Exhibit A hereto, and (ii) is acquiring the Shares only for its own account and (iii) not for the account of others, and not on behalf of any other account or person or with a view to, or for offer or sale in connection with, any distribution thereof in violation of the Securities Act. Subscriber is not an entity formed for the specific purpose of acquiring the Shares.

8 

(ii) Applicable to non-U.S. investors: Subscriber understands that the sale of the Shares is made pursuant to and in reliance upon Regulation S promulgated under the Securities Act (“Regulation S”). Subscriber is not a U.S. Person (as defined in Regulation S), it is acquiring the Shares in an offshore transaction in reliance on Regulation S, and it has received all the information that it considers necessary and appropriate to decide whether to acquire the Shares hereunder outside of the United States. Subscriber is not relying on any statements or representations made in connection with the transactions contemplated hereby other than representations contained in this Subscription Agreement. Subscriber understands and agrees that Securities sold pursuant to Regulation S may be subject to restrictions thereunder, including compliance with the distribution compliance period provisions therein.

(b) Subscriber is aware that the sale of the Shares to Subscriber is being made in reliance on a private placement exemption from registration under the Securities Act and Subscriber is acquiring the Shares for its own account or for an account over which Subscriber exercises sole discretion for another qualified institutional buyer or accredited investor. Subscriber understands that the Shares are being offered in a transaction not involving any public offering within the meaning of the Securities Act and that the Shares delivered at the Closing have not been registered under the Securities Act or any other applicable securities laws and are being offered for resale in a transaction not requiring registration under the Securities Act. Subscriber understands that the Shares may not be offered, resold, transferred, pledged or otherwise disposed of by Subscriber absent an effective registration statement under the Securities Act except (i) to the Company or a subsidiary thereof, (ii) to non-U.S. persons pursuant to offers and sales that occur outside the United States within the meaning of Regulation S or (iii) pursuant to another applicable exemption from the registration requirements of the Securities Act, and that any certificates (if any) or any book-entry shares representing the Shares delivered at the Closing shall contain a legend or restrictive notation to such effect (which legend shall be subject to removal as provided in Section 10 of this Subscription Agreement). Subscriber acknowledges that the Shares will not immediately be eligible for resale pursuant to Rule 144 promulgated under the Securities Act (“Rule 144”). Subscriber understands and agrees that the Shares, until registered under an effective registration statement, will be subject to transfer restrictions and, as a result of these transfer restrictions, Subscriber may not be able to readily resell the Shares and may be required to bear the financial risk of an investment in the Shares for an indefinite period of time. Subscriber understands that it has been advised to consult legal counsel prior to making any offer, resale, pledge or transfer of any of the Shares. By making the reservations herein, Subscriber does not agree to hold the Shares for any minimum or specific term and reserves the right to transfer or otherwise dispose of any of the Shares at any time in accordance with or pursuant to a registration statement or an exemption under the Securities Act other than except as provided in any applicable written contractual arrangement with Subscriber in effect with respect to such Subscriber’s Shares.

(c) Subscriber understands and agrees that Subscriber is purchasing Shares directly from the Company. Subscriber further acknowledges that there have been no representations, warranties, covenants and agreements made to Subscriber by the Company, or any of its officers or directors or other Representatives, expressly (other than those representations, warranties, covenants and agreements included in this Subscription Agreement or any certificate or other document delivered by or on behalf of the Company pursuant hereto) or by implication.

(d) Subscriber acknowledges and agrees that Subscriber has received such information as Subscriber deems necessary in order to make an investment decision with respect to the Shares. Without limiting the generality of the foregoing, Subscriber acknowledges that it has had the opportunity to review the following items (collectively, the “Disclosure Documents”): (i) the final prospectus of the Company, dated as of January 25, 2021 and filed with the SEC (File No. 333-251834) on January 27, 2021 (the “Prospectus”), (ii) each SEC Report filed pursuant to the Exchange Act through the date of this Subscription Agreement, (iii) the Transaction Agreement, a copy of which will be filed by the Company with the SEC and (iv) the investor presentation, dated November 2021, by the Company and Blade (the “Investor Presentation”), a copy of which will be furnished by the Company to the SEC. Subscriber represents and agrees that Subscriber and Subscriber’s professional advisor(s), if any, have had the full opportunity to ask the Company’s management questions, receive such answers and obtain such information as Subscriber and such Subscriber’s professional advisor(s), if any, have deemed necessary to make an investment decision with respect to the Shares. Subscriber has conducted its own investigation of the Company, Blade and the Shares and Subscriber has made its own assessment and has satisfied itself concerning the relevant tax and other economic considerations relevant to its investment in the Shares. Subscriber further acknowledges that the information contained in the Disclosure Documents is subject to change, and that any changes to the information contained in the Disclosure Documents, including any changes based on updated information or changes in terms of the Transaction, shall in no way affect Subscriber’s obligation to purchase the Shares hereunder, except as otherwise provided herein, and that, in purchasing the Shares, Subscriber is not relying upon any projections contained in the Investor Presentation.

9 

(e) Subscriber became aware of the Offering of the Shares solely by means of direct contact between Subscriber and the Company, a Placement Agent or a representative of the Company or a Placement Agent, and the Shares were offered to Subscriber solely by direct contact between Subscriber and the Company, a Placement Agent or a representative of the Company or a Placement Agent. Subscriber acknowledges that the Company represents and warrants that the Shares (i) were not offered by any form of general solicitation or general advertising and (ii) are not being offered in a manner involving a public offering under, or in a distribution in violation of, the Securities Act, or any state securities laws. Subscriber has a substantive pre-existing relationship with the Company, Blade or their respective affiliates or either Placement Agent for this Offering of the Shares. Neither Subscriber, nor any of its directors, officers, employees or agents has either directly or indirectly, including through a broker or finder, (i) to its knowledge, engaged in any general solicitation in connection with the Offering, or (ii) published any advertisement in connection with the Offering.

(f) Subscriber acknowledges that it is aware that there are substantial risks incident to the purchase and ownership of the Shares, including those set forth in the Disclosure Documents and the SEC Reports. Subscriber is able to fend for itself in the transactions contemplated herein and has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Shares, Subscriber has sought such accounting, legal and tax advice as Subscriber has considered necessary to make an informed investment decision, and Subscriber has the ability to bear the economic risks of the investment and can afford the complete loss of such investment. No Placement Agent, nor any of its affiliates, nor any of its or their respective control persons, officers, directors or employees shall have any liability to Subscriber (or any account for which Subscriber is acquiring the Shares) in connection with any purchase of the Shares. Subscriber (i) is an institutional account as defined in FINRA Rule 4512(c), (ii) is a sophisticated investor, experienced in investing in private placement transactions and capable of evaluating investment risks independently, both in general and with regard to all transactions and investment strategies involving a security or securities, and (iii) has exercised independent judgment in evaluating its participation in the purchase of the Shares. Subscriber understands and acknowledges that the purchase and sale of the Shares hereunder meets (i) the exemptions from filing under FINRA Rule 5123(b)(1)(A) and (ii) the institutional customer exemption under FINRA Rule 2111(b).

(g) Alone, or together with any professional advisor(s), Subscriber has adequately analyzed and fully considered the risks of an investment in the Shares and determined that the Shares are a suitable investment for Subscriber and that Subscriber is able at this time and in the foreseeable future to bear the economic risk of a total loss of Subscriber’s investment in the Company. Subscriber acknowledges specifically that a possibility of total loss exists.

10 

(h) Subscriber understands and agrees that no federal or state agency has passed upon or endorsed the merits of this Offering of the Shares or made any findings or determination as to the fairness of this investment or the accuracy or adequacy of the Disclosure Documents.

(i) Subscriber has been duly formed or incorporated and is validly existing in good standing under the laws of its jurisdiction of incorporation or formation. Subscriber has the power and authority to enter into, deliver and perform Subscriber’s obligations under this Subscription Agreement.

(j) The execution, delivery and performance by Subscriber of this Subscription Agreement are within the powers of Subscriber, have been duly authorized and will not constitute or result in a breach or default under or conflict with any law, statute, rule or regulation applicable to Subscriber, any order, ruling or regulation of any court or other tribunal or of any governmental commission or agency, or any agreement or other undertaking, to which Subscriber is a party or by which Subscriber is bound, and will not violate any provisions of Subscriber’s organizational documents, in each case except as would not materially delay, impair or prevent Subscriber’s ability to consummate the purchase of the Shares contemplated herein. This Subscription Agreement constitutes a legal, valid and binding obligation of Subscriber, enforceable against Subscriber in accordance with its terms except as may be limited or otherwise affected by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other laws relating to or affecting the rights of creditors generally, and (ii) principles of equity, whether considered at law or equity.

(k) No review of Disclosure Documents, inquiries, assessment or due diligence or other investigation conducted by or on behalf of Subscriber in connection with making its decision to acquire the Shares nor any representations and warranties made by Subscriber herein shall modify, amend, limit or otherwise affect Subscriber’s right to rely on the truth, accuracy and completeness of the Company’s representations and warranties contained herein.

(l) Subscriber is not (i) a person named on the List of Specially Designated Nationals and Blocked Persons administered by the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”) or in any Executive Order issued by the President of the United States and administered by OFAC (“OFAC List”), owned or controlled by, or acting on behalf of, a person, that is named on an OFAC List, or a person prohibited by any OFAC sanctions program, (ii) a Designated National as defined in the Cuban Assets Control Regulations, 31 C.F.R. Part 515, (iii) a non-U.S. shell bank or providing banking services indirectly to a non-U.S. shell bank or (iv) organized, incorporated, established, located, resident or born in, or a citizen, national, or the government, including any political subdivision, agency, or instrumentality thereof, of, Cuba, Iran, North Korea, Syria, the Crimea region of Ukraine, or any other country or territory embargoed or subject to substantial trade restrictions by the United States (collectively, a “Prohibited Investor”). If Subscriber is a financial institution subject to the Bank Secrecy Act (31 U.S.C. Section 5311 et seq.), as amended by the USA PATRIOT Act of 2001, and its implementing regulations (collectively, the “BSA/PATRIOT Act”), Subscriber maintains policies and procedures reasonably designed to comply with applicable obligations under the BSA/PATRIOT Act. To the extent required, it maintains policies and procedures reasonably designed for the screening of its investors against the OFAC sanctions programs, including the OFAC List. To the extent required, it maintains policies and procedures reasonably designed to ensure that the funds held by Subscriber and used to purchase the Shares were legally derived.

(m) Subscriber acknowledges and agrees that (i) it has not relied on any statements provided by a Placement Agent or any affiliates of a Placement Agent with respect to its decision to invest in the Shares, including information related to the Company, Blade, the quality or value of the Shares and the offer and sale of the Shares, (ii) no Placement Agent, nor any affiliate of any Placement Agent, has provided Subscriber with any information or advice with respect to the Shares, nor is such information or advice necessary or desired, and the Company and the Placement Agents and their respective affiliates may have acquired, and later may come into possession of, non-public information with respect to the Company or Blade that is not known to Subscriber and that may be material to a decision to enter into this transaction to purchase the Shares, which Subscriber agrees need not be provided to it, and (iii) no Placement Agent nor any of their respective affiliates has prepared any disclosure or offering document in connection with the offer and sale of the Shares.

11 

(n) In connection with the issuance of the Shares to Subscriber, no Placement Agent nor any of their respective affiliates has acted as an underwriter of the Shares or as a financial advisor or fiduciary to Subscriber. Subscriber agrees the Placement Agents shall not be liable to any Subscriber for any action heretofore or hereafter taken or omitted to be taken by any of them in connection with Subscriber’s purchase of the Shares. Subscriber agrees that each Placement Agent and each of its directors, officers, employees, affiliates, representatives and controlling persons have made no independent investigation with respect to the Company, Blade or the Shares or the accuracy, completeness or adequacy of any information supplied to Subscriber by the Company or Blade. Subscriber acknowledges that such information was prepared without the participation of the Placement Agents, and the Placement Agents do not assume any responsibility for independent verification of, or the accuracy or completeness of, such information. In connection with the issue and purchase of the Shares, no Placement Agent has acted as Subscriber’s financial advisor or fiduciary. In addition, Subscriber acknowledges and agrees that no Placement Agent has provided any recommendation or investment advice or solicited any action from Subscriber with respect to the offer and sale of the Shares and Subscriber has consulted with its own legal, accounting, financial, regulatory and tax advisors to the extent deemed appropriate. Subscriber further acknowledges and agrees that, although each Placement Agent may choose to provide certain Regulation Best Interest and Form CRS disclosures or other documentation to Subscriber in connection with the offer and sale of the Shares, no Placement Agent is making a recommendation to Subscriber to participate in the offer and sale of the Shares or enter into a subscription agreement with the Company with respect thereto, and nothing set forth in any such disclosure or documents that may be provided to Subscriber from time to time is intended to suggest that a Placement Agent is making such a recommendation. Subscriber further acknowledges that Barclays is acting as placement agent in connection with the offer and sale of the Shares to be issued by the Company and has been engaged by Blade to provide financial and capital markets advisory services to Blade in connection with the Transaction and that Barclays may receive fees both for its placement agent services and financial advisory services.

(o) Subscriber will have on each date any portion of the Aggregate Purchase Price would be required to be funded to the Company pursuant to this Subscription Agreement, sufficient immediately available funds to pay the Aggregate Purchase Price.

(p) If Subscriber is an employee benefit plan that is subject to Title I of the U.S. Employee Retirement Income Security Act of 1974, as amended (“ERISA”), a plan, an individual retirement account or other arrangement that is subject to section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”), or an employee benefit plan that is a governmental plan (as defined in section 3(32) of ERISA), a church plan (as defined in section 3(33) of ERISA), a non-U.S. plan (as described in section 4(b)(4) of ERISA) or other plan that is not subject to the foregoing but may be subject to provisions under any other federal, state, local, non-U.S. or other laws or regulations that are similar to such provisions of ERISA or the Code, or an entity whose underlying assets are considered to include “plan assets” of any such plan, account or arrangement (each, a “Plan”) subject to the fiduciary or prohibited transaction provisions of ERISA or section 4975 of the Code, Subscriber represents and warrants that (i) neither the Company, nor any of its respective affiliates has acted as the Plan’s fiduciary, or has been relied on for advice, with respect to its decision to acquire and hold the Shares, and none of the Company or any of its respective affiliates shall at any time be relied upon as the Plan’s fiduciary with respect to any decision to acquire, continue to hold or transfer the Shares and (ii) its acquisition and holding of the Shares will not constitute or result in a non-exempt prohibited transaction under the Code, or any applicable similar law, to the extent such laws are applicable to Subscriber.

(q) Subscriber agrees that, from the date of this Subscription Agreement until the Closing or the earlier termination of this Subscription Agreement, none of Subscriber, its controlled affiliates, or any person or entity acting on behalf of Subscriber or any of its controlled affiliates or pursuant to any understanding with Subscriber or any of its controlled affiliates will engage in any Short Sales with respect to securities of the Company prior to the Closing. For the purposes hereof, “Short Sales” shall include, without limitation, all “short sales” as defined in Rule 200 promulgated under Regulation SHO under the Exchange Act, and all types of direct and indirect stock pledges (other than pledges in the ordinary course of business as part of prime brokerage arrangements), forward sale contracts, options, puts, calls, swaps and similar arrangements (including on a total return basis), including through non-U.S. broker dealers or foreign regulated brokers. Notwithstanding the foregoing, nothing herein shall prohibit other entities under common management with Subscriber that have no knowledge of this Subscription Agreement or of Subscriber’s participation in this transaction (including Subscriber’s controlled affiliates and/or affiliates) from entering into any Short Sales.

12 

6. Registration Rights. The parties hereto acknowledge and agree that, in respect of the Shares, Subscriber shall be entitled to the rights and benefits set forth in the Registration Rights Agreement.

7. Termination. This Subscription Agreement shall terminate and be void and of no further force and effect, and all rights and obligations of the parties hereunder shall terminate without any further liability on the part of any party in respect thereof, upon the earlier to occur of: (a) the mutual written agreement of each of the parties hereto and Blade to terminate this Subscription Agreement; (b) such date and time as the Transaction Agreement is terminated in accordance with its terms; (c) written notice by either party to the other if any of the conditions to the Closing set forth in Section 3 of this Subscription Agreement are not satisfied or waived, or are not capable of being satisfied (in any case, other than as a result of a material breach of this Subscription Agreement by the party seeking to terminate or enforce such termination hereunder), on or prior to the Transaction Closing and, as a result thereof, the transactions contemplated by this Subscription Agreement will not be and are not consummated at the Transaction Closing; or (d) written notice by either party to the other party to terminate this Subscription Agreement if the transactions contemplated by this Subscription Agreement are not consummated on or prior to the Termination Date (as defined in the Transaction Agreement as in effect on the date hereof); provided, that (i) nothing herein will relieve any party from liability for any willful breach hereof prior to the time of termination, and each party will be entitled to any remedies at law or in equity to recover losses, liabilities or damages arising from such breach, and (ii) the provisions of Sections 7, 8, 9, 11 and 12 of this Subscription Agreement will survive any termination of this Subscription Agreement and continue indefinitely. The Company shall notify Subscriber of the termination of the Transaction Agreement promptly (and in any event within five (5) business days) after the termination of such agreement. Upon the termination of this Subscription Agreement in accordance with this Section 7, any monies paid by Subscriber to the Company in connection herewith shall be promptly (and in any event within two (2) business days after such termination) returned to Subscriber. 

8. Trust Account Waiver. Subscriber hereby represents and warrants that it has read the Prospectus and understands that the Company has established a trust account (the “Trust Account”) containing the proceeds of its initial public offering (the “IPO”) and the overallotment shares acquired by its underwriters and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of the Company’s Public Shareholders (including overallotment shares acquired by the Company’s underwriters, the “Public Shareholders”), and that, except as otherwise described in the Prospectus, the Company may disburse monies from the Trust Account only: (a) to the Public Shareholders in the event they elect to redeem their Company shares in connection with the consummation of the Company’s initial business combination (as such term is used in the Prospectus) (the “Business Combination”) or in connection with an extension of its deadline to consummate a Business Combination, (b) to the Public Shareholders if the Company fails to consummate a Business Combination within 24 months after the closing of the IPO, subject to extension by amendment to the Company’s organizational documents, (c) with respect to any interest earned on the amounts held in the Trust Account, amounts necessary to pay for any taxes or (d) to the Company after or concurrently with the consummation of a Business Combination. For and in consideration of the Company entering into this Subscription Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Subscriber hereby agrees on behalf of itself and its affiliates that, notwithstanding anything to the contrary in this Subscription Agreement, neither Subscriber nor any of its affiliates do now or shall at any time hereafter have any right, title, interest or claim of any kind in or to any monies in the Trust Account or distributions therefrom, or make any claim against the Trust Account (including any distributions therefrom), with respect to any claim based upon, arising out of, resulting from, in connection with or relating to this Subscription Agreement or the transactions contemplated hereby, regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (the “Released Claims”). Subscriber on behalf of itself and its affiliates hereby irrevocably waives any Released Claims that Subscriber or any of its affiliates may have against the Trust Account (including any distributions therefrom) now or in the future and will not seek recourse against the Trust Account (including any distributions therefrom) for any Released Claims. Subscriber agrees and acknowledges that such irrevocable waiver is material to this Subscription Agreement and specifically relied upon by the Company and its affiliates to induce the Company to enter in this Subscription Agreement, and Subscriber further intends and understands such waiver to be valid, binding and enforceable against Subscriber and each of its affiliates under applicable law. Notwithstanding the foregoing, nothing in this Section 8 shall be deemed to limit Subscriber’s right, title, interest or claim to any monies held in the Trust Account as a Public Shareholder or otherwise by virtue of its record or beneficial ownership of any Common Shares outstanding on the date hereof (whether acquired by Subscriber prior to, on or after the date hereof), pursuant to a validly exercised redemption right with respect to any such Common Shares, and, for the avoidance of doubt, nothing contained herein shall limit Subscriber’s rights, if any, in respect of the Transaction Agreement and the transactions contemplated thereby. Notwithstanding anything to the contrary contained in this Subscription Agreement, the provisions of this Section 8 shall survive the Closing or any termination of this Subscription Agreement and last indefinitely.

13 

9. Miscellaneous.

(a) Neither this Subscription Agreement nor any rights that may accrue to Subscriber hereunder (other than the Shares acquired hereunder, if any, subject to applicable securities laws) may be transferred or assigned by Subscriber without the prior written consent of the Company, and any purported transfer or assignment without such consent shall be null and void ab initio. Neither this Subscription Agreement nor any rights that may accrue to the Company hereunder may be transferred or assigned by the Company, and any purported transfer or assignment without such consent shall be null and void ab initio. Notwithstanding the foregoing, Subscriber may assign its rights and obligations under this Subscription Agreement to one or more of its affiliates (including other investment funds or accounts managed or advised by the investment manager that acts on behalf of Subscriber) or, with the Company’s prior written consent, to another person; provided, that (i) such assignee (A) executes and delivers to the Company an agreement in writing reasonably acceptable to the Company for the assignee to be bound by the terms and conditions of this Subscription Agreement that apply to Subscriber and with such assignee making each of the representations and warranties of Subscriber under this Subscription Agreement as of the effective date of such assignment, and (B) delivers to the Company a completed and executed copy of the questionnaire attached as Exhibit A hereto for the assignee and (ii) no such assignment shall relieve Subscriber of its obligations hereunder if any such assignee fails to perform such obligations, unless the Company has given its prior written consent to such relief

(b) Prior to the Closing, Subscriber agrees to promptly notify the Company and the Placement Agents if any of the acknowledgments, understandings, agreements, representations and warranties set forth herein are no longer accurate such that the conditions set forth in Sections 3(b)(i) and 3(b)(ii) would not be satisfied as of the Closing. Subscriber agrees that the purchase by Subscriber of the Shares from the Company will constitute a reaffirmation of the acknowledgments, understandings, agreements, representations and warranties herein (as modified by any such notice) by Subscriber as of the time of such purchase. Prior to the Closing, the Company agrees to promptly notify Subscriber if any of the acknowledgments, understandings, agreements, representations and warranties of the Company set forth herein are no longer accurate such that the conditions set forth in Sections 3(c)(i) and 3(c)(ii) would not be satisfied as of the Closing. The Company agrees that the sale to Subscriber of the Shares by the Company will constitute a reaffirmation of the acknowledgments, understandings, agreements, representations and warranties herein (as modified by any such notice) by the Company as of the time of such sale. Subscriber acknowledges that the Company and the Placement Agents will rely on the acknowledgments, understandings, agreements, representations and warranties of Subscriber contained in this Subscription Agreement as if they were made directly to them. Subscriber acknowledges and agrees that each Placement Agent is a third-party beneficiary of the representations, warranties and covenants of Subscriber contained in Section 5 of this Subscription Agreement (and may rely on such representations to the same extent as if addressed to such Placement Agent). Furthermore, the Company shall be deemed to make all the representations and warranties to the Placement Agents that the Company has made to Subscriber. Except as expressly set forth herein, this Subscription Agreement shall not confer any rights or remedies upon any person other than the parties hereto, and their respective successor and assigns.

(c) Each of the Company, Blade, the Placement Agents and Subscriber is irrevocably authorized to produce this Subscription Agreement or a copy hereof to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby. Except as required by applicable law, regulation, SEC or stock exchange requirement or legal process, Subscriber shall not issue any press release or make any other similar public statement with respect to the transactions contemplated hereby without the prior written consent of the Company (such consent not to be unreasonably withheld or delayed).

(d) All the agreements, representations and warranties made by each party hereto in this Subscription Agreement shall survive the Closing.

(e) This Subscription Agreement may not be amended, modified, waived or terminated except by an instrument in writing, signed by the party against whom enforcement of such modification, waiver, or termination is sought; provided, however, that no modification or waiver by the Company of the provisions of this Subscription Agreement shall be effective without the prior written consent of Blade (other than modifications or waivers that are solely ministerial in nature or otherwise immaterial and do not affect any economic or any other material term of this Subscription Agreement). No failure or delay in exercising any right, power or privilege hereunder will operate as a waiver thereof, nor will any single or partial exercise thereof preclude any other or further exercise thereof or other exercise of any right, power or privilege hereunder.

14 

(f) The Subscription Documents constitute the entire agreement, and supersede all other prior agreements, understandings, representations and warranties, both written and oral, among the parties, with respect to the subject matter hereof (other than the Transaction Agreement and any confidentiality agreement entered into by the Company and Subscriber in connection with the Offering).

(g) This Subscription Agreement shall be binding upon, and inure to the benefit of the parties hereto and their heirs, executors, administrators, successors, legal representatives, and permitted assigns, and the agreements, representations, warranties, covenants and acknowledgments contained herein shall be deemed to be made by, and be binding upon, such heirs, executors, administrators, successors, legal representatives and permitted assigns.

(h) If any provision of this Subscription Agreement shall be invalid, illegal or unenforceable, the validity, legality or enforceability of the remaining provisions of this Subscription Agreement shall not in any way be affected or impaired thereby and shall continue in full force and effect. Upon such determination that any provision is invalid, illegal or unenforceable, the parties will substitute for any invalid, illegal or unenforceable provision a suitable and equitable provision that carries out so far as may be valid, legal and enforceable, the intent and purpose of such invalid, illegal or unenforceable provision.

(i) This Subscription Agreement may be executed in one or more counterparts (including by facsimile or electronic mail or in .pdf) and by different parties in separate counterparts, with the same effect as if all parties hereto had signed the same document. All counterparts so executed and delivered shall be construed together and shall constitute one and the same agreement.

(j) The parties hereto agree that irreparable damage would occur in the event that any of the provisions of this Subscription Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent breaches of this Subscription Agreement and to enforce specifically the terms and provisions of this Subscription Agreement, this being in addition to any other remedy to which such party is entitled at law, in equity, in contract, in tort or otherwise.

(k) Subscriber shall pay all of its own expenses in connection with this Subscription Agreement and the transactions contemplated herein.

(l) Except as required by applicable law, regulation, SEC or stock exchange requirement or legal process, the Company shall not publicize or disclose Subscriber’s identity, beneficial ownership of Shares or any other information about Subscriber or its business without prior advance written notice to Subscriber and the incorporation of any reasonable comments of Subscriber in relation thereto. The foregoing shall apply to any press release issued by the Company or Form 8-K filed by the Company with the SEC in connection with the execution and delivery of the Transaction Agreement or this Subscription Agreement and the filing of any related documentation with the SEC (and any other documents or communications provided by the Company to any governmental authority or to security holders of the Company). Subject to the foregoing, Subscriber will promptly provide any necessary information reasonably requested by the Company for any regulatory application or filing made or approval sought in connection with the Transaction (including filings with the SEC).

(m) This Subscription Agreement, and all actions arising out of or in connection with this Subscription Agreement, shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to principles relating to conflict of laws that would result in the application of the laws of any other state. Each party hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the state and federal courts seated in New York County, New York (and any appellate courts thereof) in any action or proceeding arising out of or relating to this Subscription Agreement, and each of the parties hereby irrevocably and unconditionally (a) agrees not to commence any such action or proceeding except in such courts, (b) agrees that any claim in respect of any such action or proceeding may be heard and determined in such court, (c) waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any such action or proceeding in any such court, and (d) waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. Each party agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Each party irrevocably consents to the service of the summons and complaint and any other process in any other Proceeding relating to the transactions contemplated by this Subscription Agreement, on behalf of itself, or its property, by personal delivery of copies of such process to such party at the applicable address set forth in Section 9(n). Nothing in this Section 9(m) shall affect the right of any party to serve legal process in any other manner permitted by law. Each party hereby knowingly, voluntarily and intentionally irrevocably waives the right to a trial by jury in respect to any litigation, dispute, claim, legal action or other legal proceeding based hereon, or arising out of, under, or in connection with, this Subscription Agreement or the transactions contemplated hereby.

15 

(n) All notices, consents, waivers and other communications hereunder shall be in writing and shall be deemed to have been duly given (i) when delivered in person, (ii) when delivered by facsimile or email, with affirmative confirmation of receipt, (iii) one business day after being sent, if sent by reputable, internationally recognized overnight courier service or (iv) three (3) business days after being mailed, if sent by registered or certified mail, prepaid and return receipt requested, in each case to the applicable party at the following addresses (or at such other address for a party as shall be specified by like notice):

If to the Company, to: Biotech Acquisition Company 545 West 25th Street New York, NY 10001, 20th Floor Attn: Ivan Jarry, Chief Operating Officer Telephone No.: (415) 994-6363 Email: ivan.jarry@sprim.net	with copies (which shall not constitute notice) to: Ellenoff Grossman & Schole LLP 1345 Avenue of the Americas, 11th Floor New York, New York 10105 Attn: Matthew A. Gray, Esq. Telephone No.: (212) 370-1300 Email: mgray@egsllp.com
If to the Placement Agents, to: Barclays Capital Inc. 745 Seventh Avenue New York, NY 10019 Attn: Khaled Habayeb Telephone No.: (646) 932-9323 Email: khaled.habayeb@barclays.com and Cantor Fitzgerald & Co. 110 East 59th Street New York, NY 10022 Attn: Head of Investment Banking Email: sage.kelly@cantor.com	with copies (which shall not constitute notice) to: Simpson Thacher & Bartlett LLP 425 Lexington Avenue New York, NY 10017 Attn: Risë Norman Telephone No.: (212) 455-3080 Email: rnorman@stblaw.com and Cantor Fitzgerald & Co. 110 East 59th Street New York, NY 10022 Attn: General Counsel Email: #legal-IBD@cantor.com
Notice to Subscriber shall be given to the address underneath Subscriber’s name on the signature page hereto.

16 

(o) The headings set forth in this Subscription Agreement are for convenience of reference only and shall not be used in interpreting this Subscription Agreement. In this Subscription Agreement, unless the context otherwise requires: (i) whenever required by the context, any pronoun used in this Subscription Agreement shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural and vice versa; (ii) “including” (and with correlative meaning “include”) means including without limiting the generality of any description preceding or succeeding such term and shall be deemed in each case to be followed by the words “without limitation”; and (iii) the words “herein”, “hereto” and “hereby” and other words of similar import in this Subscription Agreement shall be deemed in each case to refer to this Subscription Agreement as a whole and not to any particular portion of this Subscription Agreement. As used in this Subscription Agreement, the term: (w) “Representatives” with respect to any person shall mean such person’s affiliates and its and its affiliate’s respective directors, officers, employees, consultants, advisors, agents and other representatives; (x) “business day” shall mean any day other than a Saturday, Sunday or a legal holiday on which commercial banking institutions in New York, New York are authorized to close for business (excluding as a result of “stay at home”, “shelter-in-place”, “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems, including for wire transfers, of commercially banking institutions in New York, New York are generally open for use by customers on such day); (y) “person” shall refer to any individual, corporation, partnership, trust, limited liability company or other entity or association, including any governmental or regulatory body, whether acting in an individual, fiduciary or any other capacity; and (z) “affiliate” shall mean, with respect to any specified person, any other person or group of persons acting together that, directly or indirectly, through one or more intermediaries controls, is controlled by or is under common control with such specified person (where the term “control” (and any correlative terms) means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of such person, whether through the ownership of voting securities, by contract or otherwise). For the avoidance of doubt, any reference in this Subscription Agreement to an affiliate of the Company will include the Company’s sponsor, Biotech Sponsor LLC (the “Sponsor”).

(p) At Closing, the parties hereto shall execute and deliver such additional documents and take such additional actions as the parties may reasonably deem practical and necessary in order to consummate the Offering as contemplated by this Subscription Agreement.

10. Certificates. The legend described in Section 5(b) of this Subscription Agreement shall be removed and the Company shall issue a certificate (or cause book-entries to be reflected) without such legend to the holder of the Shares upon which it is stamped or, at such holder’s request, issue to such holder by electronic delivery at the applicable balance account at The Depository Trust Company (“DTC”), within three (3) business days of written request by Subscriber (i) if such Shares are registered for resale under the Securities Act, and the holder has sold or proposes to sell such Shares pursuant to such registration (provided, that the Company shall use its reasonable best efforts, and reasonably cooperate with such holder, to cause the removal of the legend in connection with a transfer by such holder of such Shares to a brokerage account in the absence of a sale or proposed sale of such Shares, provided further, that the Company and the transfer agent have timely received from such holder customary representations and any other documentation reasonably requested by the Company and the transfer agent in connection therewith), (ii) in connection with a sale, assignment or other transfer, such holder provides the Company with an opinion of counsel, in a form reasonably acceptable to the Company, to the effect that such sale, assignment or transfer of the Shares may be made without registration under the applicable requirements of the Securities Act, or (iii) the Shares can be sold, assigned or transferred without restriction pursuant to Rule 144, including any volume and manner of sale restrictions which may be applicable to affiliates under Rule 144 (but, to the extent that the Company is able to do so using its best efforts, excluding any requirement for the Company to be in compliance with the current public information required under Rule 144(c) or Rule 144(i), as applicable), and in each case, the holder provides the Company with a customary undertaking to effect any sales or other transfers in accordance with the Securities Act. The Company shall be responsible for the fees of the applicable transfer agent, its legal counsel and all DTC fees associated with such issuance, including, without limitation, the fees for causing its counsel to deliver a legal opinion, if any, to the transfer agent in connection with transfers under Rule 144 by Subscriber and Subscriber shall be responsible for all other fees and expenses (including, without limitation, any applicable broker fees, any applicable transfer taxes). To the extent required by the Company’s transfer agent, the Company shall use commercially reasonable efforts to cause its legal counsel to deliver a customary opinion within three (3) business days of the delivery of all reasonably necessary representations and other documentation from Subscriber as reasonably requested by the Company’s transfer agent.

11. Non-Reliance and Exculpation. Subscriber acknowledges that it is not relying upon, and has not relied upon, any statement, representation or warranty made by any person other than the statements, representations and warranties of the Company contained in this Subscription Agreement in making its investment or decision to invest in the Company. Subscriber further acknowledges and agrees that neither (i) any other purchaser pursuant to other subscription agreements entered into in connection with the Offering (including the controlling persons, members, officers, directors, partners, agents, employees or other Representatives of any such other purchaser) nor (ii) any Placement Agent, its affiliates or any of its or its affiliates’ respective control persons, officers, directors, employees or other Representatives, shall be liable to Subscriber pursuant to this Subscription Agreement for any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase of the Shares. Subscriber acknowledges that no Placement Agent, nor any of their respective Representatives: (a) shall be liable to Subscriber for any improper payment made in accordance with the information provided by the Company; (b) makes any representation or warranty, or has any responsibilities as to the validity, accuracy, value or genuineness of any information, certificates or documentation delivered by or on behalf of the Company pursuant to this Subscription Agreement or the Transaction Agreement (together with any related documents, the “Transaction Documents”); or (c) shall be liable to Subscriber (whether in tort, contract or otherwise) (x) for any action taken, suffered or omitted by any of them in good faith and reasonably believed to be authorized or within the discretion or rights or powers conferred upon it by this Subscription Agreement or any Transaction Document or (y) for anything which any of them may do or refrain from doing in connection with this Subscription Agreement or any Transaction Document, except for their gross negligence, willful misconduct or bad faith.

17 

12. Independent Nature of Investment. The obligations of Subscriber under this Subscription Agreement are several and not joint with the obligations of any Other Subscriber or any other investor under the Other Subscription Agreements, and Subscriber shall not be responsible in any way for the performance of the obligations of any Other Subscriber under this Subscription Agreement or any Other Subscriber or other investor under the Other Subscription Agreements. The decision of Subscriber to purchase Shares pursuant to this Subscription Agreement has been made by Subscriber independently of any Other Subscriber or any other investor and independently of any information, materials, statements or opinions as to the business, affairs, operations, assets, properties, liabilities, results of operations, condition (financial or otherwise) or prospects of the Company, Blade or any of its subsidiaries which may have been made or given by any Other Subscriber or investor or by any agent or employee of any Other Subscriber or investor, and neither Subscriber nor any of its agents or employees shall have any liability to any Other Subscriber or investor (or any other person) relating to or arising from any such information, materials, statements or opinions. Nothing contained herein or in any Other Subscription Agreement, and no action taken by Subscriber or investor pursuant hereto or thereto, shall be deemed to constitute Subscriber and Other Subscribers or other investors as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that Subscriber and Other Subscribers or other investors are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated by this Subscription Agreement and the Other Subscription Agreements. Subscriber acknowledges that no Other Subscriber has acted as agent for Subscriber in connection with making its investment hereunder and no Other Subscriber will be acting as agent of Subscriber in connection with monitoring its investment in the Shares or enforcing its rights under this Subscription Agreement. Subscriber shall be entitled to independently protect and enforce its rights, including without limitation the rights arising out of this Subscription Agreement, and it shall not be necessary for any Other Subscriber or investor to be joined as an additional party in any proceeding for such purpose.

{SIGNATURE PAGES FOLLOW}

18 

IN WITNESS WHEREOF, the parties hereto have caused this Subscription Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.

Biotech Acquisition Company
By:
	Name:
	Title:

{Signature Page to Subscription Agreement}

{SUBSCRIBER SIGNATURE PAGE TO THE SUBSCRIPTION AGREEMENT}

IN WITNESS WHEREOF, the undersigned has caused this Subscription Agreement to be duly executed by its authorized signatory as of the date first indicated above.

Name(s) of Subscriber:_____________________________________________________________________

Signature of Authorized Signatory of Subscriber:_________________________________________________

Name of Authorized Signatory:_______________________________________________________________

Title of Authorized Signatory:________________________________________________________________

Address for Notice to Subscriber:

______________________________________________________________________________

______________________________________________________________________________

______________________________________________________________________________

Attention:______________________________________________________________________

Email:_________________________________________________________________________

Facsimile No.:___________________________________________________________________

Telephone No.:__________________________________________________________________

Address for Delivery of Shares to Subscriber (if not same as address for notice):

______________________________________________________________________

______________________________________________________________________

______________________________________________________________________

Subscription Amount: $_________________________________________________________________

Number of Shares: ____________________________________________________________________

Name in which Shares are to be issued: ____________________________________________________

Subscriber status (mark one): ☐ U.S. investor ☐ Non-U.S. investor

EIN Number:___________________________________

Exhibit A

Accredited Investor Questionnaire

Capitalized terms used and not defined in this Exhibit A shall have the meanings given in the Subscription Agreement to which this Exhibit A is attached.

The undersigned represents and warrants that the undersigned is an “accredited investor” (an “Accredited Investor”) as such term is defined in Rule 501(a) of Regulation D under the U.S. Securities Act of 1933, as amended (the “Securities Act”), for one or more of the reasons specified below (please check all boxes that apply):

_______ (i) A natural person whose net worth, either individually or jointly with such person’s spouse or spousal equivalent, at the time of Subscriber’s purchase, exceeds $1,000,000;

The term “net worth” means the excess of total assets over total liabilities (including personal and real property, but excluding the estimated fair market value of Subscriber’s primary home). For the purposes of calculating joint net worth with the person’s spouse or spousal equivalent, joint net worth can be the aggregate net worth of Subscriber and spouse or spousal equivalent; assets need not be held jointly to be included in the calculation. There is no requirement that securities be purchased jointly. A spousal equivalent means a cohabitant occupying a relationship generally equivalent to a spouse.

_______ (ii) A natural person who had an individual income in excess of $200,000, or joint income with Subscriber’s spouse or spousal equivalent in excess of $300,000, in each of the two most recent years and reasonably expects to reach the same income level in the current year;

In determining individual “income,” Subscriber should add to Subscriber’s individual taxable adjusted gross income (exclusive of any spousal or spousal equivalent income) any amounts attributable to tax exempt income received, losses claimed as a limited partner in any limited partnership, deductions claimed for depletion, contributions to an IRA or Keogh retirement plan, alimony payments, and any amount by which income from long-term capital gains has been reduced in arriving at adjusted gross income.

_______ (iii) A director or executive officer of the Company;

_______ (iv) A natural person holding in good standing with one or more professional certifications or designations or other credentials from an accredited educational institution that the U.S. Securities Exchange Commission (“SEC”) has designated as qualifying an individual for accredited investor status;

The SEC has designated the General Securities Representative license (Series 7), the Private Securities Offering Representative license (Series 82) and the Licensed Investment Adviser Representative (Series 65) as the initial certifications that qualify for accredited investor status.

_______ (v) A natural person who is a “knowledgeable employee” as defined in Rule 3c-5(a)(4) under the Investment Company Act of 1940 (the “Investment Company Act”), of the issuer of the securities being offered or sold where the issuer would be an investment company, as defined in section 3 of the Investment Company Act, but for the exclusion provided by either section 3(c)(1) or section 3(c)(7) of the Investment Company Act;

_______ (vi) A bank as defined in Section 3(a)(2) of the Securities Act, or any savings and loan association or other institution as defined in Section 3(a)(5)(A) of the Securities Act, whether acting in its individual or fiduciary capacity;

_______ (vii) A broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”);

_______ (viii) An investment adviser registered pursuant to section 203 of the Investment Advisers Act of 1940 (the “Investment Advisers Act”) or registered pursuant to the laws of a state, or an investment adviser relying on the exemption from registering with the SEC under the section 203(l) or (m) of the Investment Advisers Act;

_______	(ix)	An insurance company as defined in section 2(13) of the Exchange Act;
_______	(x)	An investment company registered under the Investment Company Act or a business development company as defined in Section 2(a)(48) of that Act;
_______	(xi)	A Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958;
_______	(xii)	A Rural Business Investment Company as defined in section 384A of the Consolidated Farm and Rural Development Act;
_______	(xiii)	A plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state, or its political subdivisions for the benefit of its employees, if such plan has total assets in excess of $5,000,000;
_______	(xiv)	An employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974, if the investment decision is made by a plan fiduciary, as defined in Section 3(21) of such act, which is either a bank, savings and loan association, insurance company, or registered investment adviser, or if the employee benefit plan has total assets in excess of $5,000,000 or, if a self-directed plan, with investment decisions made solely by persons that are accredited investors;
_______	(xv)	A private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940;
_______	(xvi)	An organization described in Section 501(c)(3) of the Internal Revenue Code, or a corporation, business trust, partnership, or limited liability company, or any other entity not formed for the specific purpose of acquiring the Securities, with total assets in excess of $5,000,000;
_______	(xvii)	A trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the Securities, whose purchase is directed by a sophisticated person who has such knowledge and experience in financial and business matters that such person is capable of evaluating the merits and risks of investing in the Company;
_______	(xviii)	A “family office” as defined in Rule 202(a)(11)(G)-1 under the Investment Advisers Act with assets under management in excess of $5,000,000 that is not formed for the specific purpose of acquiring the securities offered and whose prospective investment is directed by a person who has such knowledge and experience in financial and business matters that such family office is capable of evaluating the merits and risks of the prospective investment;
_______	(xix)	A “family client” as defined in Rule 202(a)(11)(G)-1 under the Investment Advisers Act, of a family office meeting the requirements set forth in (xviii) and whose prospective investment in the issuer is directed by a person from a family office that is capable of evaluating the merits and risks of the prospective investment;

_______	(xx)	A “qualified institutional buyer” as defined in Rule 144A under the Securities Act;
_______	(xxi)	An entity, of a type not listed above, not formed for the specific purpose of acquiring the securities offered, owning investments in excess of $5,000,000; and/or
_______	(xxii)	An entity in which all of the equity owners qualify as an accredited investor under any of the above subparagraphs.
_______	(xxiii)	Subscriber does not qualify under any of the investor categories set forth in (i) through (xxi) above.

2.1 Type of Subscriber. Indicate the form of entity of Subscriber:

☐	Individual	☐	Limited Partnership
☐	Corporation	☐	General Partnership
☐	Revocable Trust	☐	Limited Liability Company
☐	Other Type of Trust (indicate type):	________________________________ ________________________________
☐	Other (indicate form of organization):

2.2.1 Indicate the approximate date Subscriber entity was formed: _____________________.

2.2.2 Initial the line below which correctly describes the application of the following statement to Subscriber’s situation: Subscriber (x) was not organized or reorganized for the specific purpose of acquiring the Securities and (y) has made investments prior to the date hereof, and each beneficial owner thereof has and will share in the investment in proportion to his or her ownership interest in Subscriber.

__________ True

__________ False

If the “False” line is initialed, each person participating in the entity will be required to fill out a Subscription Agreement.

Subscriber:
Subscriber Name: __________________
	By:
	Signatory Name:
	Signatory Title:
	Date:

Exhibit B

Investor Representation Letter

Barclays Capital Inc.
745 Seventh Avenue
New York, NY 10019 Cantor Fitzgerald & Co.
110 East 59th Street
New York, NY 10022

Re: Purchase of Common Shares (the “Securities”) issued by Biotech Acquisition Company (the “Company”) pursuant to the Subscription Agreement to which this Exhibit B is attached (the “Subscription Agreement”)

Ladies and Gentlemen:

With respect to the offer and sale of the Securities to be issued by the Company in connection with the Company’s proposed initial business combination with Blade Therapeutics, Inc. (“Blade” or the “Target”) (the “Transaction”), we represent, warrant, agree and acknowledge, on behalf of ourselves and each account for which we are acquiring the Securities, as follows:

1. No disclosure or offering document has been prepared in connection with the offer and sale of the Securities by Barclays Capital Inc. (“Barclays”) or Cantor Fitzgerald & Co. (“CF&CO” and, together with Barclays, the “Placement Agents”).

2. (a) We have conducted our own investigation of the Company, the Target, the Transaction and the Securities and we have not relied on any statements or other information provided by the Placement Agents concerning the Company, the Target, the Transaction or the Securities or the offer and sale of the Securities, (b) in making our decision to purchase the Securities, we are not relying upon, and have not relied upon, any statements, representations or warranties or other information made or provided by the Placement Agents concerning the Company, the Target, the Transaction, or the Securities or the offer and sale of the Securities, (c) we have had access to, and an adequate opportunity to review, financial and other information as we deem necessary to make our decision to purchase the Securities, (d) we have been offered the opportunity to ask questions of the Company and the Target and received answers thereto, as we deemed necessary in connection with our decision to purchase the Securities; and (e) we have made our own assessment and have satisfied ourselves concerning the relevant tax and other economic considerations relevant to our investment in the Securities. No review of disclosure documents, inquiries, assessment or due diligence or other investigation conducted by us or on our behalf in connection with making our decision to acquire the Securities, nor any representations or warranties made by us herein, shall modify, amend, limit or otherwise affect our right to rely on the truth, accuracy and completeness of the Company’s representations and warranties contained in the Subscription Agreement.

3. Each Placement Agent and its directors, officers, employees, affiliates, representatives and controlling persons have made no independent investigation with respect to the Company, the Target or the Securities or the accuracy, completeness or adequacy of any information supplied to us by the Company or the Target.in connection with our purchase of the Securities pursuant to the Subscription Agreement.

4. In connection with the issue and purchase of the Securities, the Placement Agents have not acted as our financial advisor or fiduciary. In addition, we acknowledge and agree that the Placement Agents have not provided any recommendation or investment advice nor have the Placement Agents solicited any action from us with respect to the offer and sale of the Securities and we have consulted with our own legal, accounting, financial, regulatory and tax advisors to the extent deemed appropriate. We further acknowledge and agree that, although the Placement Agents may choose to provide certain Regulation Best Interest and Form CRS disclosures or other documentation to us in connection with the offer and sale of the Securities, the Placement Agents are not making a recommendation to us to participate in the offer and sale of the Securities or enter into a subscription agreement with the Company with respect thereto, and nothing set forth in any such disclosure or documents that may be provided us from time to time is intended to suggest that the Placement Agents are making such a recommendation. We further acknowledge that Barclays is acting as placement agent in connection with the offer and sale of the Securities to be issued by the Company pursuant to subscription agreements and has also been engaged by Blade to provide financial and capital markets advisory services to Blade in connection with the Transaction and that Barclays may receive fees both for its placement agent services and financial advisory services.

5. We are (x) a qualified institutional buyer (as defined in Rule 144A of the Securities Act of 1933, as amended (the “Securities Act”)), and/or (y) an accredited investor (as defined in Rule 501 of the Securities Act).

6. We (i) are a sophisticated investor, experienced in investing in private equity transactions and capable of evaluating investment risks independently, both in general and with regard to all transactions and investment strategies involving a security or securities and (ii) have exercised independent judgment in evaluating our participation in the purchase of the Securities.

7. We are aware that the sale to us is being made in reliance on a private placement exemption from registration under the Securities Act and are acquiring the Securities for our own account or for an account over which we exercise sole discretion for another qualified institutional buyer or accredited investor.

8. We have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of our prospective investment in the Securities; and have the ability to bear the economic risks of our prospective investment and can afford the complete loss of such investment. None of the Placement Agents, any of its affiliates or any of its or their control persons, officers, directors or employees shall have any liability to us or any account for which we are acquiring the Securities in connection with our purchase of the Securities pursuant to the Subscription Agreement.

9. The Securities have not been registered under the Securities Act or any other applicable securities laws, are being offered for sale to us in transactions not requiring registration under the Securities Act, and may not be offered, sold or otherwise transferred except in compliance with the registration requirements of the Securities Act or any other applicable securities laws, pursuant to any exemption therefrom or in a transaction not subject thereto.

Very truly yours,
Subscriber Name: __________________________
	By:
	Signatory Name:
	Signatory Title:
	Date:

EX-10.5

Exhibit 10.5

FORM OF AMENDED AND RESTATED
REGISTRATION RIGHTS AGREEMENT

THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of November [●], 2021, is made and entered into by and among Biotech Acquisition Company, a company incorporated as a Cayman Islands exempted company (the “Company”), Biotech Sponsor LLC, a Delaware limited liability company (the “Sponsor”), certain equityholders of Blade Therapeutics, Inc., a Delaware corporation (“Blade”), set forth on the signature pages hereto (such equityholders, together with their Permitted Transferees (as defined below), the “Blade Holders” and, collectively with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.2 or Section 6.10 of this Agreement, the “Holders” and each, a “Holder”).

RECITALS

WHEREAS, the Company and the Sponsor are party to that certain Registration Rights Agreement, dated as of January 25, 2021 (the “Original RRA”);

WHEREAS, the Company has entered into that certain Agreement and Plan of Merger, dated as of the date hereof (as it may be amended or supplemented from time to time, the “Merger Agreement”), by and among the Company, Blade Merger Subsidiary, Inc., a Delaware corporation and a wholly-owned subsidiary of the Company (“Merger Sub”), Blade, the Sponsor (solely in the capacity as the Acquiror Representative thereunder) and Jean-Frédéric Viret, in the capacity as the Blade Representative thereunder;

WHEREAS, pursuant to the Merger Agreement, among other matters, (a) prior to the Closing (as defined below), the Company shall continue out of the Cayman Islands and into the State of Delaware as to re-domicile as and become a Delaware corporation pursuant to the applicable provisions of the Cayman Islands Companies Act (As Revised) and the General Corporation Law of the State of Delaware (such re-domiciliation, the “Conversion”) and (b) at the Closing, Merger Sub will merge with and into Blade, with Blade continuing as the surviving entity (the “Merger”);

WHEREAS, pursuant to the Merger, at the Closing the Blade Holders will receive shares of common stock, par value $0.0001 per share (the “Common Stock”), of the Company and will have the contingent right to receive additional shares of Common Stock after the Closing pursuant to Section 3.05 of the Merger Agreement (the “Earnout Shares”);

WHEREAS, in connection with the Merger Agreement, on or about the date hereof, the Blade Holders are also entering into Lock-up Agreements with the Company (each, a “Lock-up Agreement”);

WHEREAS, on the date hereof, certain investors, including certain of the Holders have agreed to purchase an aggregate of 2,430,000 shares of Common Stock (the “PIPE Shares”) in a transaction exempt from registration under the Securities Act pursuant to the Subscription Agreements, each dated as of the date hereof, entered into by and between the Company and each of the subscribers party thereto (each, a “Subscription Agreement” and, collectively, the “Subscription Agreements”);

1

WHEREAS, pursuant to Section 5.05 of the Original RRA, the provisions, covenants and conditions set forth therein may be amended or modified upon the written consent of the Company and the Investors (as defined in the Original RRA) of at least a majority-in-interest of the Registrable Securities (as defined in the Original RRA) at the time in question; and

WHEREAS, the Company and the Sponsor desire to amend and restate the Original RRA in its entirety and enter into this Agreement, pursuant to which the Company shall grant the Holders certain registration rights with respect to certain securities of the Company, as set forth in this Agreement.

NOW, THEREFORE, in consideration of the representations, covenants and agreements contained herein, and certain other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

ARTICLE I

DEFINITIONS

1.1 Definitions. The terms defined in this Article I shall, for all purposes of this Agreement, have the respective meanings set forth below:

“Adverse Disclosure” shall mean any public disclosure of material non-public information, which disclosure, in the good faith judgment of the Chief Executive Officer or the Chief Financial Officer of the Company, after consultation with counsel to the Company, (i) would be required to be made in any Registration Statement or Prospectus in order for the applicable Registration Statement or Prospectus not to contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein (in the case of any prospectus and any preliminary prospectus, in the light of the circumstances under which they were made) not misleading, (ii) would not be required to be made at such time if the Registration Statement were not being filed, declared effective or used, as the case may be, and (iii) the Company has a bona fide business purpose for not making such information public.

“Agreement” shall have the meaning given in the Preamble hereto.

“Blade” shall have the meaning given in the Preamble hereto.

“Blade Holders” shall have the meaning given in the Preamble hereto.

“Blade Lock-up Period” shall mean, subject to Section 2(i) of the Lock-Up Agreements, the “Lock-up Period” as defined in, and in accordance with the terms of, the Lock-up Agreements.

“Block Trade” shall have the meaning given in Section 2.3.1.

“Board” shall mean the Board of Directors of the Company.

2

“Business Day” shall mean a day other than a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law to close or unable to open, excluding as a result of “stay at home,” “shelter-in-place,” “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems, including for wire transfers, of commercially banking institutions in New York, New York are generally open for use by customers on such day.

“Closing” shall mean the consummation of the Merger and the other transactions contemplated by the Merger Agreement.

“Closing Date” shall mean the date the Closing occurs.

“Commission” shall mean the Securities and Exchange Commission.

“Common Stock” shall have the meaning given in the Recitals hereto.

“Company” shall have the meaning given in the Preamble hereto and includes the Company’s successors by recapitalization, merger, consolidation, spin-off, reorganization or similar transaction (including the Conversion).

“Competing Registration Rights” shall have the meaning given in Section 6.7.

“Conversion” shall have the meaning given in the Recitals hereto.

“Demanding Blade Holders” shall have the meaning given in Section 2.1.4.

“Demanding Sponsor Holders” shall have the meaning given in Section 2.1.4.

“Demanding Holder” shall have the meaning given in Section 2.1.4.

“Earnout Shares” shall have the meaning given in the Recitals hereto.

“Exchange Act” shall mean the Securities Exchange Act of 1934, as it may be amended from time to time.

“Form 10 Disclosure Filing Date” means the date on which the Company shall file with the Commission a Current Report on Form 8-K that includes current “Form 10 information” (within the meaning of Rule 144) reflecting the Company’s status as an entity that is no longer an issuer described in paragraph (i)(1)(i) of Rule 144, which in no event shall occur later than four (4) Business Days following the Closing.

“Form S-1 Shelf” shall have the meaning given in Section 2.1.1.

“Form S-3 Shelf” shall have the meaning given in Section 2.1.1.

“Holder Information” shall have the meaning given in Section 4.1.2.

3

“Holders” shall have the meaning given in the Preamble hereto, for so long as such person or entity holds any Registrable Securities.

“Insider Letter” shall mean the letter agreement, dated as of January 25, 2021, by and among the Company, the Sponsor and the other parties thereto.

“Joinder” shall have the meaning given in Section 6.10.

“Lock-up” shall have the meaning given in Section 5.1.

“Lock-up Agreement” shall have the meaning given in the Recitals hereto.

“Lock-up Period” shall mean (i) with respect to the Sponsor Holders and their respective Permitted Transferees, the Sponsor Lock-up Period, and (ii) with respect to the Blade Holders and their respective Permitted Transferees, the Blade Lock-up Period.

“Lock-up Shares” shall mean with respect to (i) the Sponsor Holders and their respective Permitted Transferees, the Founder Shares (as defined in the Original RRA and after giving effect to the Conversion), and (ii) the Blade Holders and their respective Permitted Transferees, the shares of Common Stock issued by the Company pursuant to the Merger Agreement in connection with the Merger (including any Earnout Shares issued after the Closing, but excluding, for the avoidance of doubt, the PIPE Shares, shares of Common Stock acquired in the public market and any shares of Common Stock paid as dividends or distributions with respect to any such shares of Common Stock or such PIPE Shares).

“Maximum Number of Securities” shall have the meaning given in Section 2.1.5.

“Merger” shall have the meaning given in the Recitals hereto.

“Merger Agreement” shall have the meaning given in the Recitals hereto.

“Merger Sub” shall have the meaning given in the Recitals hereto.

“Minimum Takedown Threshold” shall have the meaning given in Section 2.1.4.

“Misstatement” shall mean an untrue statement of a material fact or an omission to state a material fact required to be stated in a Registration Statement or Prospectus or necessary to make the statements in a Registration Statement or Prospectus (in the case of a Prospectus, in the light of the circumstances under which they were made) not misleading.

“MNPI” shall have the meaning given in Section 5.2.1.

“Original RRA” shall have the meaning given in the Recitals hereto.

“Permitted Transferees” shall mean (a) with respect to the Sponsor Holders and their respective Permitted Transferees, (i) with respect to Registrable Securities that are Lock-up Shares, prior to the expiration of the Sponsor Lock-up Period, any person or entity to whom such Holder is permitted to transfer such Registrable Securities prior to the expiration of the Sponsor Lock-up Period pursuant to the Insider Letter, and (ii) after the expiration of the Sponsor Lock-up Period with respect to Registrable Securities that are Lock-up Shares or at any time with respect to any Registrable Securities that are not Lock-up Shares, any person or entity, subject to and in accordance with any applicable agreement between such Holder and/or their respective Permitted Transferees and the Company and any transferee thereafter; (b) with respect to each of the Blade Holders and their respective Permitted Transferees, (i) with respect to Registrable Securities that are Lock-up Shares, prior to the expiration of the Blade Lock-up Period, any person or entity to whom such Holder is permitted to transfer such Registrable Securities prior to the expiration of the Blade Lock-up Period pursuant to such Holder’s Lock-up Agreement, and (ii) after the expiration of the Blade Lock-up Period with respect to Registrable Securities that are Lock-up Shares or at any time with respect to any Registrable Securities that are not Lock-up Shares, any person or entity, subject to and in accordance with any applicable agreement between such Holder and/or their respective Permitted Transferees and the Company and any transferee thereafter; and (c) with respect to all other Holders and their respective Permitted Transferees, any person or entity to whom such Holder of Registrable Securities is permitted to transfer such Registrable Securities, subject to and in accordance with any applicable agreement between such Holder and/or their respective Permitted Transferees and the Company and any transferee thereafter.

4

“Piggyback Registration” shall have the meaning given in Section 2.2.1.

“PIPE Shares” shall have the meaning given in the Recitals hereto.

“Prospectus” shall mean any prospectus (preliminary, final or otherwise) included in any Registration Statement, as supplemented by any and all prospectus supplements and as amended by any and all post-effective amendments and including all material incorporated by reference in such prospectus.

“Registrable Security” shall mean: (a) any outstanding shares of Common Stock or any other equity security (including warrants to purchase shares of Common Stock and shares of Common Stock issued or issuable upon the exercise of any other equity security) of the Company held by a Holder immediately following the Closing (including any securities distributable pursuant to the Merger Agreement or pursuant to a Subscription Agreement); (b) any Earnout Shares; (c) any other shares of Common Stock or warrants to purchase shares of Common Stock held or later acquired by a Holder or its Affiliates that are not already registered and freely tradeable by the Holder or such Affiliates; and (d) any other equity security of the Company or any of its subsidiaries issued or issuable with respect to any securities referenced in clauses (a) through (c) above by way of a stock dividend or stock split or in connection with a recapitalization, merger, consolidation, spin-off, reorganization or similar transaction; provided, however, that, as to any particular Registrable Security, such securities shall cease to be Registrable Securities upon the earliest to occur of: (A) a Registration Statement with respect to the sale of such securities shall have become effective under the Securities Act and such securities shall have been sold, transferred, disposed of or exchanged in accordance with such Registration Statement by the applicable Holder; (B)(i) such securities shall have been otherwise transferred, (ii) new certificates for such securities not bearing (or book entry positions not subject to) a legend restricting further transfer shall have been delivered by the Company and (iii) subsequent public distribution of such securities shall not require registration under the Securities Act; (C) such securities shall have ceased to be outstanding; (D) such securities may be sold without registration pursuant to Rule 144 (but with no volume or other restrictions or limitations including as to manner or timing of sale and no current public information requirement); and (E) such securities have been sold to, or through, a broker, dealer or underwriter in a public distribution or other public securities transaction.

5

“Registration” shall mean a registration, including any related Shelf Takedown, effected by preparing and filing a registration statement, Prospectus or similar document in compliance with the requirements of the Securities Act, and the applicable rules and regulations promulgated thereunder, and such registration statement becoming effective.

“Registration Expenses” shall mean the documented, out-of-pocket expenses of a Registration, including, without limitation, the following:

(A) all registration and filing fees (including fees with respect to filings required to be made with the Financial Industry Regulatory Authority, Inc.) and any national securities exchange on which the Common Stock is then listed;

(B) fees and expenses of compliance with securities or blue sky laws (including reasonable fees and disbursements of outside counsel for the Underwriters in connection with blue sky qualifications of Registrable Securities);

(C) printing, messenger, telephone and delivery expenses;

(D) fees and disbursements of counsel for the Company;

(E) fees and disbursements of all independent registered public accountants of the Company incurred specifically in connection with such Registration; and

(F) in an Underwritten Offering or other offering involving an Underwriter, reasonable fees and expenses of one (1) legal counsel selected by the majority-in-interest of the Demanding Holders.

“Registration Statement” shall mean any registration statement that covers Registrable Securities pursuant to the provisions of this Agreement, including the Prospectus included in such registration statement, amendments (including post-effective amendments) and supplements to such registration statement, and all exhibits to and all material incorporated by reference in such registration statement.

“Requesting Holders” shall have the meaning given in Section 2.1.5.

“Removed Shares” shall have the meaning given in Section 2.4

“Rule 144” shall mean Rule 144 promulgated under the Securities Act (or any successor rule then in effect).

“Securities Act” shall mean the Securities Act of 1933, as amended from time to time.

“Shelf” shall mean the Form S-1 Shelf, the Form S-3 Shelf or any Subsequent Shelf Registration Statement, as the case may be.

6

“Shelf Registration” shall mean a registration of securities pursuant to a registration statement filed with the Commission in accordance with and pursuant to Rule 415 promulgated under the Securities Act (or any successor rule then in effect).

“Shelf Takedown” shall mean an Underwritten Shelf Takedown or any proposed transfer or sale using a Registration Statement, including a Piggyback Registration.

“Sponsor” shall have the meaning given in the Preamble hereto.

“Sponsor Holders” shall mean the Sponsor and its Permitted Transferees who hold Registrable Securities.

“Sponsor Lock-up Period” shall mean with respect to the Lock-up Shares, the period ending on the earlier of (A) the date that is six (6) months after the Closing Date and (B) subsequent to the Closing, (x) the first date on which the last sale price of the Common Stock has equaled or exceeded $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30 trading day period commencing at least 150 days after the Closing or (y) the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of Common Stock for cash, securities or other property, in accordance with the terms of the Insider Letter.

“Subscription Agreement(s)” shall have the meaning given in the Recitals hereto.

“Subsequent Shelf Registration Statement” shall have the meaning given in Section 2.1.2.

“Underwriter” shall mean a securities dealer who purchases any Registrable Securities as principal or as broker, placement agent or sales agent pursuant to a Registration and not as part of such dealer’s market-making activities.

“Underwritten Offering” shall mean a Registration in which securities of the Company are sold to an Underwriter in a firm commitment underwriting for distribution to the public.

“Underwritten Shelf Takedown” shall have the meaning given in Section 2.1.4.

“Withdrawal Notice” shall have the meaning given in Section 2.1.5.

ARTICLE II

REGISTRATIONS AND OFFERINGS

2.1 Shelf Registration.

2.1.1 Filing. The Company agrees that it will file with the Commission (at the Company’s sole cost and expense) a Registration Statement for a Shelf Registration on Form S-1 (the “Form S-1 Shelf”) or a Registration Statement for a Shelf Registration on Form S-3 (the “Form S-3 Shelf”), if the Company is then eligible to use a Form S-3 Shelf, in each case, covering the resale of all the Registrable Securities (determined as of two (2) Business Days prior to such filing) on a delayed or continuous basis no later than thirty (30) calendar days after the Closing Date, and the Company shall use its commercially reasonable efforts to have the Registration Statement declared effective as soon as practicable after the filing thereof, but no later than the earlier of (i) ninety (90) calendar days after the Closing Date (or, in the event the Commission reviews and has written comments to the Registration Statement, the one hundred and twentieth (120th) calendar day following the Closing Date) and (ii) the tenth (10th) business day after the date the Company is notified (orally or in writing, whichever is earlier) by the Commission that the Registration Statement will not be “reviewed” or will not be subject to further review. Such Shelf shall provide for the resale of the Registrable Securities included therein pursuant to any method or combination of methods legally available to, and requested by, any Holder named therein. The Company shall maintain a Shelf in accordance with the terms hereof, and shall prepare and file with the Commission such amendments, including post-effective amendments, and supplements as may be necessary to keep a Shelf continuously effective, available for use to permit the Holders named therein to sell their Registrable Securities included therein and in compliance with the provisions of the Securities Act until such time as there are no longer any Registrable Securities. In the event the Company files a Form S-1 Shelf, the Company shall use its commercially reasonable efforts to convert the Form S-1 Shelf (and any Subsequent Shelf Registration Statement) to a Form S-3 Shelf (by filing of a post-effective amendment to the Form S-1 Shelf or filing a new Registration Statement on Form S-3) as soon as practicable after the Company is eligible to use Form S-3 (provided, for the avoidance of doubt, that the Company shall maintain the effectiveness of the Form S-1 Registration Statement then in effect until such time as a Registration Statement (or post-effective amendment) on Form S-3 covering the Registrable Securities has been declared effective by the Commission). The Company’s obligation under this Section 2.1.1, shall, for the avoidance of doubt, be subject to Section 3.4.

7

2.1.2 Subsequent Shelf Registration. If any Shelf ceases to be effective under the Securities Act for any reason at any time while Registrable Securities are still outstanding, the Company shall, subject to Section 3.4, use its commercially reasonable efforts to as promptly as is reasonably practicable cause such Shelf to again become effective under the Securities Act (including using its commercially reasonable efforts to obtain the prompt withdrawal of any order suspending the effectiveness of such Shelf), and shall use its commercially reasonable efforts to as promptly as is reasonably practicable amend such Shelf in a manner reasonably expected to result in the withdrawal of any order suspending the effectiveness of such Shelf or file an additional registration statement as a Shelf Registration (a “Subsequent Shelf Registration Statement”) registering the resale of all Registrable Securities (determined as of two (2) Business Days prior to such filing), and pursuant to any method or combination of methods legally available to, and requested by, any Holder named therein. If a Subsequent Shelf Registration Statement is filed, the Company shall use its commercially reasonable efforts to (i) cause such Subsequent Shelf Registration Statement to become effective under the Securities Act as promptly as is reasonably practicable after the filing thereof (it being agreed that the Subsequent Shelf Registration Statement shall be an automatic shelf registration statement (as defined in Rule 405 promulgated under the Securities Act) if the Company is a well-known seasoned issuer (as defined in Rule 405 promulgated under the Securities Act) at the most recent applicable eligibility determination date) and (ii) keep such Subsequent Shelf Registration Statement continuously effective, available for use to permit the Holders named therein to sell their Registrable Securities included therein and in compliance with the provisions of the Securities Act until such time as there are no longer any Registrable Securities. Any such Subsequent Shelf Registration Statement shall be on Form S-3 to the extent that the Company is eligible to use such form. Otherwise, such Subsequent Shelf Registration Statement shall be on another appropriate form. The Company’s obligation under this Section 2.1.2, shall, for the avoidance of doubt, be subject to Section 3.4.

2.1.3 Additional Registrable Securities. Subject to Section 3.4, in the event that any Holder holds Registrable Securities that are not registered for resale on a delayed or continuous basis, the Company, upon written request of a Sponsor Holder or a Blade Holder, shall promptly use its commercially reasonable efforts to cause the resale of such Registrable Securities to be covered by either, at the Company’s option, any then available Shelf (including by means of a post-effective amendment) or by filing a Subsequent Shelf Registration Statement and cause the same to become effective as soon as practicable after such filing and such Shelf or Subsequent Shelf Registration Statement shall be subject to the terms hereof; provided, however, that the Company shall only be required to cause such Registrable Securities to be so covered twice per calendar year for each of the Sponsor Holders and the Blade Holders.

8

2.1.4 Requests for Underwritten Shelf Takedowns. Subject to Section 3.4, at any time and from time to time when an effective Shelf is on file with the Commission, (a) a majority-in-interest of the Sponsor Holders (the “Demanding Sponsor Holders”) or (b) any one or more Blade Holders (the “Demanding Blade Holders”) (any of the Demanding Sponsor Holders or such Demanding Blade Holder(s) being in such case, a “Demanding Holder”) may request to sell all or any portion of its Registrable Securities in an Underwritten Offering or other coordinated offering that is registered pursuant to the Shelf (each, an “Underwritten Shelf Takedown”); provided that the Company shall only be obligated to effect an Underwritten Shelf Takedown if such offering shall include Registrable Securities proposed to be sold by the Demanding Holder, either individually or together with other Demanding Holders, with a total offering price reasonably expected to exceed, in the aggregate, $50 million (the “Minimum Takedown Threshold”). All requests for Underwritten Shelf Takedowns shall be made by giving written notice to the Company, which shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Shelf Takedown. Subject to Section 2.3.4, the Company shall have the right to select the Underwriters for such offering (which shall consist of one or more reputable nationally recognized investment banks), subject to the initial Demanding Holder’s (or Demanding Holders’, as applicable) prior approval (which shall not be unreasonably withheld, conditioned or delayed). The Demanding Sponsor Holders and the Demanding Blade Holder may each demand not more than two (2) Underwritten Shelf Takedowns pursuant to this Section 2.1.4 in any twelve (12) month period. Notwithstanding anything to the contrary in this Agreement, the Company may effect any Underwritten Offering pursuant to any then effective Registration Statement, including a Form S-3, that is then available for such offering.

2.1.5 Reduction of Underwritten Offering. If the managing Underwriter or Underwriters in an Underwritten Shelf Takedown, in good faith, advises the Company, the Demanding Holders and the Holders requesting piggy back rights pursuant to this Agreement with respect to such Underwritten Shelf Takedown (the “Requesting Holders”) (if any) in writing that the dollar amount or number of Registrable Securities that the Demanding Holders and the Requesting Holders (if any) desire to sell, taken together with all other shares of Common Stock or other equity securities that the Company desires to sell and all other shares of Common Stock or other equity securities, if any, that have been requested to be sold in such Underwritten Offering pursuant to separate written contractual piggy-back registration rights held by any other stockholders, exceeds the maximum dollar amount or maximum number of equity securities that can be sold in the Underwritten Offering without adversely affecting the proposed offering price, the timing, the distribution method, or the probability of success of such offering (such maximum dollar amount or maximum number of such securities, as applicable, the “Maximum Number of Securities”), then the Company shall include in such Underwritten Offering, before including any shares of Common Stock or other equity securities proposed to be sold by Company or by other holders of Common Stock or other equity securities, the Registrable Securities of the Demanding Holders and the Requesting Holders (if any) (pro rata based on the respective number of Registrable Securities that each Demanding Holder and Requesting Holder (if any) has requested be included in such Underwritten Shelf Takedown and the aggregate number of Registrable Securities that the Demanding Holders and Requesting Holders have requested be included in such Underwritten Shelf Takedown) that can be sold without exceeding the Maximum Number of Securities.

9

2.1.6 Withdrawal. Prior to the filing of the applicable “red herring” prospectus or prospectus supplement used for marketing such Underwritten Shelf Takedown, a majority-in-interest of the Demanding Holders initiating an Underwritten Shelf Takedown shall have the right to withdraw from such Underwritten Shelf Takedown for any or no reason whatsoever upon written notification (a “Withdrawal Notice”) to the Company and the Underwriter or Underwriters (if any) of their intention to withdraw from such Underwritten Shelf Takedown; provided that a Sponsor Holder or a Blade Holder may elect to have the Company continue an Underwritten Shelf Takedown if the Minimum Takedown Threshold would still be satisfied by the Registrable Securities proposed to be sold in the Underwritten Shelf Takedown by the Sponsor Holders, the Blade Holders or any of their respective Permitted Transferees, as applicable. If withdrawn, a demand for an Underwritten Shelf Takedown shall constitute a demand for an Underwritten Shelf Takedown by the withdrawing Demanding Holder for purposes of Section 2.1.4, unless either (i) such Demanding Holder has not previously withdrawn any Underwritten Shelf Takedown or (ii) such Demanding Holder reimburses the Company for all Registration Expenses with respect to such Underwritten Shelf Takedown (or, if there is more than one Demanding Holder, a pro rata portion of such Registration Expenses based on the respective number of Registrable Securities that each Demanding Holder has requested be included in such Underwritten Shelf Takedown); provided that, if a Sponsor Holder or a Blade Holder elects to continue an Underwritten Shelf Takedown pursuant to the proviso in the immediately preceding sentence, such Underwritten Shelf Takedown shall instead count as an Underwritten Shelf Takedown demanded by such Sponsor Holder or such Blade Holder, as applicable, for purposes of Section 2.1.4. Following the receipt of any Withdrawal Notice, the Company shall promptly forward such Withdrawal Notice to any other Holders that had elected to participate in such Shelf Takedown. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Shelf Takedown prior to its withdrawal under this Section 2.1.6, other than if a Demanding Holder elects to pay such Registration Expenses pursuant to clause (ii) of the second sentence of this Section 2.1.6.

2.2 Piggyback Registration.

2.2.1 Piggyback Rights. Subject to Section 2.3.3, if the Company or any Holder proposes to conduct a registered offering of, or if the Company proposes to file a Registration Statement under the Securities Act with respect to the Registration of, equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account of stockholders of the Company (or by the Company and by the stockholders of the Company including, without limitation, an Underwritten Shelf Takedown pursuant to Section 2.1), other than a Registration Statement (or any registered offering with respect thereto) (i) filed in connection with any employee stock option or other benefit plan, (ii) pursuant to a Registration Statement on Form S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), (iii) for an offering solely of debt that is convertible into equity securities of the Company, (iv) for a dividend reinvestment plan or (v) a Block Trade, then the Company shall give written notice of such proposed offering to all of the Holders of Registrable Securities as soon as practicable but not less than ten (10) days before the anticipated filing date of such Registration Statement or, in the case of an Underwritten Offering pursuant to a Shelf Registration, the applicable “red herring” prospectus or prospectus supplement used for marketing such offering, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (B) offer to all of the Holders of Registrable Securities the opportunity to include in such registered offering such number of Registrable Securities as such Holders may request in writing within five (5) days after receipt of such written notice (such registered offering, a “Piggyback Registration”). Subject to Section 2.2.2, the Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and, if applicable, shall use its commercially reasonable efforts to cause the managing Underwriter or Underwriters of such Piggyback Registration to permit the Registrable Securities requested by the Holders pursuant to this Section 2.2.1 to be included therein on the same terms and conditions as any similar securities of the Company included in such registered offering and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. The inclusion of any Holder’s Registrable Securities in a Piggyback Registration shall be subject to such Holder agreement to enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering.

10

2.2.2 Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Offering that is to be a Piggyback Registration, in good faith, advises the Company and the Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of shares of Common Stock or other equity securities that the Company desires to sell, taken together with (i) the shares of Common Stock or other equity securities, if any, as to which Registration or a registered offering has been demanded pursuant to separate written contractual arrangements with persons or entities other than the Holders of Registrable Securities hereunder, (ii) the Registrable Securities as to which registration has been requested pursuant to Section 2.2 hereof, and (iii) the shares of Common Stock or other equity securities, if any, as to which Registration or a registered offering has been requested pursuant to separate written contractual piggy-back registration rights of persons or entities other than the Holders of Registrable Securities hereunder, exceeds the Maximum Number of Securities, then:

(a) if the Registration or registered offering is undertaken for the Company’s account, the Company shall include in any such Registration or registered offering (A) first, the shares of Common Stock or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to Section 2.2.1, pro rata, based on the respective number of Registrable Securities that each Holder has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested to be included in such Underwritten Offering, which can be sold without exceeding the Maximum Number of Securities; and (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the shares of Common Stock or other equity securities, if any, as to which Registration or a registered offering has been requested pursuant to separate written contractual piggy-back registration rights of persons or entities other than the Holders of Registrable Securities hereunder, which can be sold without exceeding the Maximum Number of Securities;

11

(b) if the Registration or registered offering is pursuant to a demand by persons or entities other than the Holders of Registrable Securities, then the Company shall include in any such Registration or registered offering (A) first, the shares of Common Stock or other equity securities, if any, of such requesting persons or entities, other than the Holders of Registrable Securities, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to Section 2.2.1, pro rata, based on the respective number of Registrable Securities that each Holder has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested to be included in such Underwritten Offering, which can be sold without exceeding the Maximum Number of Securities; (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the shares of Common Stock or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (D) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), the shares of Common Stock or other equity securities, if any, as to which Registration or a registered offering has been requested pursuant to separate written contractual piggy-back registration rights of persons or entities other than the Holders of Registrable Securities hereunder, which can be sold without exceeding the Maximum Number of Securities; and

(c) if the Registration or registered offering and Underwritten Shelf Takedown is pursuant to a request by Holder(s) of Registrable Securities pursuant to Section 2.1 hereof, then the Company shall include in any such Registration or registered offering securities in the priority set forth in Section 2.1.5.

2.2.3 Piggyback Registration Withdrawal. Any Holder of Registrable Securities (other than a Demanding Holder, whose right to withdraw from an Underwritten Shelf Takedown, and related obligations, shall be governed by Section 2.1.5) shall have the right to withdraw from a Piggyback Registration for any or no reason whatsoever upon written notification to the Company and the Underwriter or Underwriters (if any) of his, her or its intention to withdraw from such Piggyback Registration prior to the effectiveness of the Registration Statement filed with the Commission with respect to such Piggyback Registration or, in the case of a Piggyback Registration pursuant to a Shelf Registration, the filing of the applicable “red herring” prospectus or prospectus supplement with respect to such Piggyback Registration used for marketing such transaction. The Company (whether on its own good faith determination or as the result of a request for withdrawal by persons or entities pursuant to separate written contractual obligations) may withdraw a Registration Statement filed with the Commission in connection with a Piggyback Registration (which, in no circumstance, shall include a Shelf) at any time prior to the effectiveness of such Registration Statement. Notwithstanding anything to the contrary in this Agreement (other than Section 2.1.5), the Company shall be responsible for the Registration Expenses incurred in connection with the Piggyback Registration prior to its withdrawal under this Section 2.2.3.

12

2.2.4 Unlimited Piggyback Registration Rights. For purposes of clarity, subject to Section 2.1.5, any Piggyback Registration effected pursuant to Section 2.2 hereof shall not be counted as a demand for an Underwritten Shelf Takedown under Section 2.1.4 hereof.

2.2.5 Market Stand-off. In connection with any Underwritten Offering of equity securities of the Company effected pursuant to Section 2.1.4, if requested by the managing Underwriters, each Holder participating in any such Underwritten Offering that is an executive officer, director or Holder in excess of three percent (3.0%) of the outstanding Common Stock (and for which it is customary for such a Holder to agree to a lock-up) agrees to enter into a customary lock-up agreement (in each case on substantially the same terms and conditions as all such Holders) in favor of the Underwriters to the effect that such Holder may not Transfer any shares of Common Stock or other equity securities of the Company (other than those included in such offering pursuant to this Agreement) (such shares, the “Subject Shares”), without the prior written consent of the Company, during the ninety (90)-day period (or such shorter time agreed to by the managing Underwriters) beginning on the date of pricing of such offering, except as expressly permitted by such lock-up agreement (which shall contain customary exceptions to the Transfer restrictions, including, without limitation, an exception for Transfers to Affiliates, regardless of whether such Transfer is for or for no consideration or value, and proportionate release provisions providing for the pro rata release of Subject Shares held by all the parties to the extent that any Subject Shares of any one party to such lock-up agreement are released from the restrictions imposed such lock-up agreement ) or in the event the managing Underwriters otherwise agree by written consent. The provisions of this Section 2.3 shall only be applicable to a Holder if all officers, directors and greater than three percent stockholders of the Company enter into similar agreements.

2.3 Block Trades.

2.3.1 Notwithstanding any other provision of this Article II, but subject to Section 3.4, at any time and from time to time when an effective Shelf is on file with the Commission, if a Demanding Holder wishes to engage in an underwritten or other coordinated registered offering not involving a “roadshow,” an offer commonly known as a “block trade” (a “Block Trade”), with a total offering price reasonably expected to exceed, in the aggregate, either (x) $10 million or (y) all remaining Registrable Securities held by the Demanding Holder, then such Demanding Holder only needs to notify the Company of the Block Trade at least five (5) Business Days prior to the day such offering is to commence and the Company shall as expeditiously as possible use its commercially reasonable efforts to facilitate such Block Trade; provided that the Demanding Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade shall use commercially reasonable efforts to work with the Company and any Underwriters prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the Block Trade.

2.3.2 Prior to the filing of the applicable “red herring” prospectus or prospectus supplement used in connection with a Block Trade, a majority-in-interest of the Demanding Holders initiating such Block Trade shall have the right to submit a Withdrawal Notice to the Company and the Underwriter or Underwriters (if any) of their intention to withdraw from such Block Trade. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Block Trade prior to its withdrawal under this Section 2.3.2.

13

2.3.3 Notwithstanding anything to the contrary in this Agreement, Section 2.2 shall not apply to a Block Trade initiated by a Demanding Holder pursuant to this Agreement.

2.3.4 The Demanding Holder in a Block Trade shall have the right to select the Underwriters for such Block Trade (which shall consist of one or more reputable nationally recognized investment banks).

2.3.5 A Holder in the aggregate may demand no more than two (2) Block Trades pursuant to this Section 2.3 in any twelve (12) month period. For the avoidance of doubt, any Block Trade effected pursuant to this Section 2.3 shall not be counted as a demand for an Underwritten Shelf Takedown pursuant to Section 2.1.4 hereof.

2.4 Commission Cutback. If at any time the Commission takes the position that the offering of some or all of the Registrable Securities in a Form S-3 Shelf filed pursuant to this Article II is not eligible to be made on a delayed or continuous basis under the provisions of Rule 415 under the Securities Act (provided, however, that the Company shall be obligated to use diligent efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the Commission Guidance, including without limitation, Compliance and Disclosure Interpretation 612.09) or requires a Holder to be named as an “underwriter,” the Company shall promptly notify each Holder of Registrable Securities thereof (or in the case of the Commission requiring a Holder to be named as an “underwriter,” such Holder) and use commercially reasonable efforts to persuade the Commission that the offering contemplated by such Registration Statement is a valid secondary offering and not an offering “by or on behalf of the issuer” as defined in Rule 415. In the event that the Commission refuses to alter its position, the Company shall (a) remove from such Registration Statement such portion of the Registrable Securities (the “Removed Shares”) and/or (b) agree to such restrictions and limitations on the registration and resale of the Registrable Securities as the Commission may require to assure the Company’s compliance with the requirements of Rule 415; provided, however, that the Company shall not agree to name any Holder as an “underwriter” in such Registration Statement without the prior written consent of such Holder and, if the Commission requires such Holder to be named as an “underwriter” in such Registration Statement and such Holder does not agree to be named as such, notwithstanding any provision in this Agreement to the contrary, the Company shall not be under any obligation to include any Registrable Securities of such Holder in such Registration Statement. In the event of a share removal pursuant to this Section 2.4, the Company shall give the applicable Holders at least five (5) days’ prior written notice along with the calculations as to such Holder’s allotment. Any removal of shares of the Holders pursuant to this Section 2.4 shall first be applied to Holders other than the Holders with securities already registered for resale under the applicable Registration Statement and thereafter allocated between the Holders on a pro rata basis based on the aggregate amount of Registrable Securities held by such Holders (except to the extent the Commission directs otherwise). In the event of a share removal of the Holders pursuant to this Section 2.4, the Company shall as promptly thereafter as possible register the resale of any Removed Shares pursuant to Section 2.1.2 hereof and in no event shall the filing of such Shelf filed pursuant to the terms of Section 2.1.2 be counted as a demand registration hereunder.

14

ARTICLE III

COMPANY PROCEDURES

3.1 General Procedures. In connection with any Shelf and/or Shelf Takedown, the Company shall use its commercially reasonable efforts to effect such Registration to permit the sale of such Registrable Securities in accordance with the intended plan of distribution thereof, and pursuant thereto the Company shall, as expeditiously as possible:

3.1.1 prepare and file with the Commission as soon as practicable a Registration Statement with respect to such Registrable Securities and use its commercially reasonable efforts to cause such Registration Statement to become effective and remain effective until all Registrable Securities have ceased to be Registrable Securities;

3.1.2 prepare and file with the Commission such amendments and post-effective amendments to the Registration Statement, and such supplements to the Prospectus, as may be reasonably requested by any Holder that holds at least five percent (5%) of the Registrable Securities registered on such Registration Statement or any Underwriter of Registrable Securities or as may be required by the rules, regulations or instructions applicable to the registration form used by the Company or by the Securities Act or rules and regulations thereunder to keep the Registration Statement effective and available until all Registrable Securities covered by such Registration Statement are sold in accordance with the intended plan of distribution set forth in such Registration Statement or any Prospectus or supplement to the Prospectus in respect thereof;

3.1.3 prior to filing a Registration Statement or Prospectus (including any preliminary Prospectus) in respect thereof, or any amendment or supplement thereto, furnish without charge to the Underwriters, if any, and the Holders of Registrable Securities included in such Registration, and such Holders’ legal counsel, copies of such Registration Statement or Prospectus as proposed to be filed, each amendment and supplement to such Registration Statement (in each case including all exhibits thereto and documents incorporated by reference therein) or Prospectus (including each preliminary Prospectus), and such other documents as the Underwriters and the Holders of Registrable Securities included in such Registration or the legal counsel for any such Holders may request in order to facilitate the disposition of the Registrable Securities owned by such Holders;

3.1.4 prior to any public offering of Registrable Securities, use its commercially reasonable efforts to (i) register or qualify the Registrable Securities covered by the Registration Statement under such securities or “blue sky” laws of such jurisdictions in the United States as the Holders of Registrable Securities included in such Registration Statement (in light of their intended plan of distribution) may request (or provide evidence satisfactory to such Holders that the Registrable Securities are exempt from such registration or qualification) and (ii) take such action necessary to cause such Registrable Securities covered by the Registration Statement to be registered with or approved by such other governmental authorities as may be necessary by virtue of the business and operations of the Company and do any and all other acts and things that may be necessary or advisable to enable the Holders of Registrable Securities included in such Registration Statement to consummate the disposition of such Registrable Securities in such jurisdictions; provided, however, that the Company shall not be required to qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify or take any action to which it would be subject to general service of process or taxation in any such jurisdiction where it is not then otherwise so subject;

15

3.1.5 cause all such Registrable Securities to be listed on each national securities exchange on which similar securities issued by the Company are then listed;

3.1.6 provide a transfer agent or warrant agent, as applicable, and registrar for all such Registrable Securities no later than the effective date of such Registration Statement;

3.1.7 advise each seller of such Registrable Securities, promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the Commission suspending the effectiveness of such Registration Statement or the initiation or threatening of any proceeding for such purpose and promptly use its commercially reasonable efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued;

3.1.8 at least five (5) days prior to the filing of any Registration Statement or Prospectus or any amendment or supplement to such Registration Statement or Prospectus (or such shorter period of time as may be (a) necessary in order to comply with the Securities Act, the Exchange Act, and the rules and regulations promulgated under the Securities Act or Exchange Act, as applicable or (b) advisable in order to reduce the number of days that sales are suspended pursuant to Section 3.4), furnish a copy thereof to each seller of such Registrable Securities or its counsel (excluding any exhibits thereto and any filing made under the Exchange Act that is to be incorporated by reference therein) and consider in good faith any comments of any such seller or counsel;

3.1.9 notify the Holders at any time when a Prospectus relating to such Registration Statement is required to be delivered under the Securities Act, of the happening of any event as a result of which the Prospectus included in such Registration Statement, as then in effect, includes a Misstatement, and then correct such Misstatement as set forth in Section 3.4;

3.1.10 in the event of an Underwritten Offering, a Block Trade or sale by a broker, placement agent or sales agent pursuant to such Registration, permit a representative of the Holders, the Underwriters or other financial institutions facilitating such Underwritten Offering, Block Trade or other sale pursuant to such Registration, if any, and any attorney, consultant or accountant retained by such Holders or Underwriter to participate, at each such person’s or entity’s own expense, in the preparation of the Registration Statement, and cause the Company’s officers, directors and employees to supply all information reasonably requested by any such representative, Underwriter, financial institution, attorney, consultant or accountant in connection with the Registration; provided, however, that such representatives, Underwriters or financial institutions agree to confidentiality arrangements in form and substance reasonably satisfactory to the Company, prior to the release or disclosure of any such information; and provided further, that the Company will not include the name of any Holder or any information regarding any Holder not participating in such sale pursuant to such Registration unless required by the Commission or any applicable law, rules or regulations.

16

3.1.11 obtain a “cold comfort” letter from the Company’s independent registered public accountants in the event of an Underwritten Offering, a Block Trade or sale by a broker, placement agent or sales agent pursuant to such Registration (subject to such broker, placement agent or sales agent providing such certification or representation reasonably requested by the Company’s independent registered public accountings and the Company’s counsel) in customary form and covering such matters of the type customarily covered by “cold comfort” letters as the managing Underwriter may reasonably request, and reasonably satisfactory to a majority-in-interest of the participating Holders;

3.1.12 in the event of an Underwritten Offering, a Block Trade or sale by a broker, placement agent or sales agent pursuant to such Registration, on the date the Registrable Securities are delivered for sale pursuant to such Registration, obtain an opinion and negative assurance letter, each dated such date, of counsel representing the Company for the purposes of such Registration, addressed to the participating Holders, the broker, placement agents or sales agent, if any, and the Underwriters, if any, covering such legal matters with respect to the Registration in respect of which such opinion is being given as the participating Holders, broker, placement agent, sales agent or Underwriter may reasonably request and as are customarily included in such opinions and negative assurance letters;

3.1.13 in the event of any Underwritten Offering, a Block Trade or sale by a broker, placement agent or sales agent pursuant to such Registration, enter into and perform its obligations under an underwriting or other purchase or sales agreement, in usual and customary form, with the managing Underwriter or the broker, placement agent or sales agent of such offering or sale;

3.1.14 make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve (12) months beginning with the first day of the Company’s first full calendar quarter after the effective date of the Registration Statement which satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any successor rule then in effect);

3.1.15 with respect to an Underwritten Offering pursuant to Section 2.1.4, use its commercially reasonable efforts to make available senior executives of the Company to participate in customary “road show” presentations that may be reasonably requested by the Underwriter in such Underwritten Offering; and

3.1.16 otherwise, in good faith, cooperate reasonably with, and take such customary actions as may reasonably be requested by the participating Holders, consistent with the terms of this Agreement, in connection with such Registration.

17

Notwithstanding the foregoing, the Company shall not be required to provide any documents or information to an Underwriter or other sales agent or placement agent if such Underwriter or other sales agent or placement agent has not then been named with respect to the applicable Underwritten Offering or other offering involving a registration and an Underwriter.

3.2 Registration Expenses. The Registration Expenses of all Registrations shall be borne by the Company. It is acknowledged by the Holders that the Holders shall bear all incremental selling expenses relating to the sale of Registrable Securities, such as Underwriters’ commissions and discounts, brokerage fees, Underwriter marketing costs and, other than as set forth in the definition of “Registration Expenses,” all reasonably incurred fees and expenses of any legal counsel representing the Holders.

3.3 Requirements for Participation in Registration Statement in Offerings. Notwithstanding anything in this Agreement to the contrary, if any Holder does not provide the Company with its requested Holder Information, the Company may exclude such Holder’s Registrable Securities from the applicable Registration Statement or Prospectus if the Company determines, based on the advice of counsel, that such information is necessary to effect the registration and such Holder continues thereafter to withhold such information. No person or entity may participate in any Underwritten Offering or other offering involving a Registration and an Underwriter for equity securities of the Company pursuant to a Registration initiated by the Company hereunder unless such person or entity (i) agrees to sell such person’s or entity’s securities on the basis provided in any arrangements approved by the Company and (ii) completes and executes all customary questionnaires, powers of attorney, indemnities, underwriting or other agreements and other customary documents as may be reasonably required under the terms of such arrangements. The exclusion of a Holder’s Registrable Securities as a result of this Section 3.3 shall not affect the registration of the other Registrable Securities to be included in such Registration. Notwithstanding the foregoing or anything else to the contrary contained herein, no Holder of Registrable Securities included in any Underwritten Offering or other offering involving a Registration and an Underwriter (under any section hereof) shall be required to make any representations or warranties to the Company or the Underwriters other than representations and warranties regarding such Holder, such Holder’s ownership of its Registrable Securities to be sold in the offering, such Holder’s authority to enter into the underwriting agreement and such Holder’s intended method of distribution, or to undertake any indemnification or contribution obligations to the Company or the Underwriters or other investment banks with respect thereto, except as provided in Section 4.1.2. The exclusion of a Holder’s Registrable Securities as a result of this Section 3.3 shall not affect the registration of the other Registrable Securities to be included in such Registration.

3.4 Suspension of Sales; Adverse Disclosure; Restrictions on Registration Rights.

3.4.1 Upon receipt of written notice from the Company that a Registration Statement or Prospectus contains a Misstatement, each of the Holders shall forthwith discontinue disposition of Registrable Securities pursuant to any Registration Statement covering such Registrable Securities (but not, for the avoidance of doubt, pursuant to Rule 144 or other applicable exemption under the Securities Act) until it has received copies of a supplemented or amended Prospectus correcting the Misstatement (it being understood that the Company hereby covenants to prepare and file such supplement or amendment as soon as practicable after the time of such notice), or until it is advised in writing by the Company that the use of the Prospectus may be resumed; provided, for the avoidance of doubt, that the foregoing shall not restrict or otherwise affect the consummation of any disposition pursuant to a contract entered into, or order placed, by any Holder prior to its receipt of such notice.

18

3.4.2 Subject to Section 3.4.4, if the filing, initial effectiveness or continued use of a Registration Statement in respect of any Registration at any time would (a) require the Company to make an Adverse Disclosure, (b) require the inclusion in such Registration Statement of financial statements that are unavailable to the Company for reasons beyond the Company’s control, or (c) in the good faith judgment of the majority of the Board such Registration, be seriously detrimental to the Company and the majority of the Board concludes as a result that it is essential to defer such filing, initial effectiveness or continued use at such time, the Company may, upon giving prompt written notice of such action to the Holders, delay the filing or initial effectiveness of, or suspend use of, such Registration Statement for the shortest period of time determined in good faith by the Company to be necessary for such purpose. In the event the Company exercises its rights under this Section 3.4.2, the Holders agree to suspend, immediately upon their receipt of the notice referred to above, their use of the Prospectus relating to any Registration in connection with any sale or offer to sell Registrable Securities until such Holder receives written notice from the Company that such sales or offers of Registrable Securities may be resumed, and in each case maintain the confidentiality of such notice and its contents.

3.4.3 Subject to Section 3.4.4, (a) during the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of the filing of, and ending on a date one hundred and twenty (120) days after the effective date of, a Company-initiated Registration and provided that the Company continues to actively employ, in good faith, all reasonable efforts to maintain the effectiveness of the applicable Shelf Registration Statement, or (b) if, pursuant to Section 2.1.4, Holders have requested an Underwritten Shelf Takedown and the Company and Holders are unable to obtain the commitment of underwriters to firmly underwrite such offering, the Company may, upon giving prompt written notice of such action to the Holders, delay any other registered offering pursuant to Section 2.1.4 or 2.3.

3.4.4 The right to delay or suspend any filing, initial effectiveness or continued use of a Registration Statement pursuant to Section 3.4.2 or a registered offering pursuant to Section 3.4.3 shall be exercised by the Company, in the aggregate, on not more than two occasions or for more than forty-five (45) consecutive calendar days or more than ninety (90) total calendar days in each case, during any twelve (12)-month period.

3.4.5 Notwithstanding anything to the contrary set forth herein, unless otherwise consented to in writing by the applicable Holder, the Company shall not pursuant to this Section 3.4 provide any Holder with any MNPI in any notice delivered to, or otherwise pursuant to, this Section 3.4 other than to the extent that providing notice to such Holder hereunder constitutes material, nonpublic information regarding the Company (subject to Section 5.2).

3.5 Reporting Obligations. As long as any Holder shall own Registrable Securities, the Company, at all times while it shall be a reporting company under the Exchange Act, covenants to file timely (without giving effect to any extensions that may be available in respect thereof, pursuant to Rule 12b-25 under the Exchange Act or otherwise) all reports required to be filed by the Company after the date hereof pursuant to Sections 13(a) or 15(d) of the Exchange Act and to promptly furnish the Holders with true and complete copies of all such filings; provided that any documents publicly filed or furnished with the Commission pursuant to the Electronic Data Gathering, Analysis and Retrieval System shall be deemed to have been furnished or delivered to the Holders pursuant to this Section 3.5. The Company further covenants that it shall take such further action as any Holder may reasonably request, all to the extent required from time to time to enable such Holder to sell shares of Common Stock held by such Holder without registration under the Securities Act within the limitation of the exemptions provided by Rule 144. Upon the request of any Holder, the Company shall deliver to such Holder a written certification of a duly authorized officer as to whether it has complied with such requirements.

19

ARTICLE IV

INDEMNIFICATION AND CONTRIBUTION

4.1 Indemnification.

4.1.1 The Company agrees to indemnify, to the fullest extent permitted by law, each Holder of Registrable Securities, its officers, directors, partners, members, managers, investment advisers, employees and agents and each person or entity who controls such Holder (within the meaning of the Securities Act), against all losses, claims, damages, liabilities and out-of-pocket expenses (including, without limitation, reasonable outside attorneys’ fees) resulting from any untrue or alleged untrue statement of material fact contained in or incorporated by reference in any Registration Statement, Prospectus (including any preliminary Prospectus) or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as the same are caused by or contained in any information or affidavit so furnished in writing to the Company by such Holder expressly for use therein. The Company shall indemnify the Underwriters, their officers and directors and each person or entity who controls such Underwriters (within the meaning of the Securities Act) to the same extent as provided in the foregoing with respect to the indemnification of the Holder.

4.1.2 In connection with any Registration Statement in which a Holder of Registrable Securities is participating, such Holder shall furnish (or cause to be furnished) to the Company in writing such information and affidavits as the Company reasonably requests for use in connection with any such Registration Statement or Prospectus (the “Holder Information”) and, to the fullest extent permitted by law, shall indemnify the Company, its directors, officers, employees and agents and each person or entity who controls the Company (within the meaning of the Securities Act) against all losses, claims, damages, liabilities and out-of-pocket expenses (including, without limitation, reasonable outside attorneys’ fees) resulting from any untrue or alleged untrue statement of material fact contained or incorporated by reference in any Registration Statement, Prospectus or preliminary Prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, but only to the extent that such untrue statement is contained in (or not contained in, in the case of an omission) any Holder Information so furnished in writing by or on behalf of such Holder expressly for use therein; provided, however, that the obligation to indemnify shall be several, not joint and several, among such Holders of Registrable Securities, and the liability of each such Holder of Registrable Securities shall be in proportion to and limited to the net proceeds received by such Holder from the sale of Registrable Securities pursuant to such Registration Statement. The Holders of Registrable Securities shall indemnify the Underwriters, their officers, directors and each person or entity who controls such Underwriters (within the meaning of the Securities Act) to the same extent (and subject to the same limitations) as provided in the foregoing with respect to indemnification of the Company.

20

4.1.3 Any person or entity entitled to indemnification herein shall (i) give prompt written notice to the indemnifying party of any claim with respect to which it seeks indemnification (provided that the failure to give prompt notice shall not impair any person’s or entity’s right to indemnification hereunder to the extent such failure has not materially prejudiced the indemnifying party, and shall not otherwise affect any person’s or entity’s rights otherwise than pursuant to Section 4.1.1 or 4.1.2, as applicable) and (ii) unless in such indemnified party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist with respect to such claim, permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party. If such defense is assumed, the indemnifying party shall not be subject to any liability for any settlement made by the indemnified party without its consent (but such consent shall not be unreasonably withheld, conditioned or delayed). An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim shall not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such claim. No indemnifying party shall, without the consent of the indemnified party, consent to the entry of any judgment or enter into any settlement which cannot be settled in all respects by the payment of money (and such money is so paid by the indemnifying party pursuant to the terms of such settlement) or which settlement includes a statement or admission of fault, culpability or failure to act on the part of such indemnified party or which settlement does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation.

4.1.4 The indemnification provided for under this Agreement shall remain in full force and effect regardless of any investigation made by or on behalf of the indemnified party or any officer, director or controlling person or entity of such indemnified party and shall survive the transfer of securities. The Company and each Holder of Registrable Securities participating in an offering also agrees to make such provisions as are reasonably requested by any indemnified party for contribution to such party in the event the Company’s or such Holder’s indemnification is unavailable for any reason.

4.1.5 If the indemnification provided under Section 4.1 from the indemnifying party is unavailable or insufficient to hold harmless an indemnified party in respect of any losses, claims, damages, liabilities and out-of-pocket expenses referred to herein, then the indemnifying party, in lieu of indemnifying the indemnified party, shall contribute to the amount paid or payable by the indemnified party as a result of such losses, claims, damages, liabilities and out-of-pocket expenses in such proportion as is appropriate to reflect the relative fault of the indemnifying party and the indemnified party, as well as any other relevant equitable considerations. The relative fault of the indemnifying party and indemnified party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, was made by (or not made by, in the case of an omission), or relates to information supplied by (or not supplied by in the case of an omission), such indemnifying party or indemnified party, and the indemnifying party’s and indemnified party’s relative intent, knowledge, access to information and opportunity to correct or prevent such action; provided, however, that the liability of any Holder under this Section 4.1.5 shall be limited to the amount of the net proceeds received by such Holder in such offering giving rise to such liability less the aggregate amount of any damages or other amounts such Holder has otherwise been required to pay (pursuant to Section 4.1.2 or otherwise). The amount paid or payable by a party as a result of the losses or other liabilities referred to above shall be deemed to include, subject to the limitations set forth in Sections 4.1.1, 4.1.2 and 4.1.3 above, any legal or other fees, charges or out-of-pocket expenses reasonably incurred by such party in connection with any investigation or proceeding. The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 4.1.5 were determined by pro rata allocation or by any other method of allocation, which does not take account of the equitable considerations referred to in this Section 4.1.5. No person or entity guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution pursuant to this Section 4.1.5 from any person or entity who was not guilty of such fraudulent misrepresentation.

21

ARTICLE V

OTHER AGREEMENTS

5.1 [INTENTIONALLY OMITTED]

5.2 MNPI.

5.2.1 Notwithstanding anything in this Agreement to the contrary, in the event that the Company believes that a notice or communication required by this Agreement to be delivered to any Holder contains material, nonpublic information relating to the Company, its securities, any of its affiliates or any other person (“MNPI”), the Company shall so indicate to such Holder prior to delivery of such notice or communication, and such indication shall provide such Holder the means to refuse to receive such notice or communication; and in the absence of any such indication, the Holders and their respective affiliates, agents and representatives shall be allowed to presume that all matters relating to such notice or communication do not constitute material, nonpublic information relating to the Company, its securities, any of its affiliates or any other person. In the event of a breach of any of the foregoing covenants by the Company, any of its affiliates, or any of its or their respective officers, directors (or equivalent persons), employees, attorneys, agents or representatives, in addition to any other remedies otherwise available at law or in equity, each of the Holders shall have the right to make a public disclosure in the form of a press release or otherwise, of the applicable material nonpublic information without the prior approval by the Company or any of its affiliates, officers, directors (or equivalent persons), employees, stockholders, attorneys, agents or representatives, and no Holder (nor any of its affiliates, agents or representatives) shall have any liability to the Company, any of its affiliates or any of its or their respective officers, directors (or equivalent persons), employees, stockholders, attorneys, agents or representatives for any such disclosure.

5.2.2 Notwithstanding the foregoing, to the extent the Company reasonably and in good faith determines that it is necessary to disclose material non-public information to an Holder in order to comply with its obligations hereunder (a “Necessary Disclosure”), the Company shall inform counsel to such Holder of such determination without disclosing the applicable material non-public information, and the Company and such counsel on behalf of the applicable Holder shall endeavor to agree upon a process for making such Necessary Disclosure to the applicable Holder or its representatives that is mutually acceptable to such Holder and the Company (an “Agreed Disclosure Process”). Thereafter, the Company shall be permitted to make such Necessary Disclosure (only) in accordance with the Agreed Disclosure Process. In furtherance of (but without limiting) the foregoing at any time on or after the effective date of the first Shelf, any Holder may deliver written notice (an “Opt-Out Notice”) to the Company requesting that such Holder thereafter not receive notices from the Company otherwise required by this Agreement, other than Suspension Notices to the extent applicable to such Holder; provided, however, that such Holder may later revoke any such Opt-Out Notice in writing. Following receipt of an Opt-Out Notice from any Holder (unless such Opt-Out Notice is subsequently revoked), the Company shall not deliver any such notices to such Holder, and such Holder shall no longer be entitled to the rights associated with any such notice or conditioned upon the receipt of or response to any such notice; provided, however, that such Holder may later revoke any such Opt-Out Notice in writing.

22

5.2.3 The Company understands that the Holders will rely upon the provisions of this Section 5.3 in effecting transactions in securities and acknowledges and agrees that, notwithstanding any other provision of this Agreement, no Holder owes any duty of trust or confidence with respect to, or any duty to refrain from trading in any securities while aware of, any MNPI disclosed to any Holder in breach of the provisions of this Section 5.2.

5.3 Legend Removal. Upon request of a Holder, the Company shall (i) authorize the Company’s transfer agent to remove any legend on share certificates of such Holder’s Common Stock restricting further transfer (or any similar restriction in book entry positions of such Holder) if such restrictions are no longer required by the Securities Act or any applicable state securities laws or any agreement with the Company to which such Holder is a party, including if such shares subject to such a restriction have been sold on a Registration Statement and are no longer held by an affiliate of the Company, (ii) request the Company’s transfer agent to issue in lieu thereof shares of Common Stock without such restrictions to the Holder upon, as applicable, surrender of any stock certificates evidencing such shares of Common Stock, or to update the applicable book entry position of such Holder so that it no longer is subject to such a restriction, and (iii) use commercially reasonable efforts to cooperate with such Holder to have such Holder’s shares of Common Stock transferred into a book-entry position at The Depository Trust Company, in each case, subject to delivery of customary documentation, including any documentation required by such restrictive legend or book-entry notation. Notwithstanding the foregoing, (i) the Company represents and warrants that, by virtue of the registration of the issuance of the shares of Common Stock issuable pursuant to the Merger Agreement (including the Earnout Shares), none of such shares shall bear or be subject to any restrictive legend (other than, for the avoidance of doubt, with respect to stop-transfer restrictions expressly contemplated by the Lock-up Agreements); and (ii) the removal of any restrictive legend in respect of any PIPE Shares shall be effected in accordance with the applicable Subscription Agreement.

23

ARTICLE VI

MISCELLANEOUS

6.1 Notices. All notices and other communications among the parties shall be in writing and shall be deemed to have been duly given (i) when delivered in person, (ii) when delivered after posting in the United States mail having been sent registered or certified mail return receipt requested, postage prepaid, (iii) when delivered by FedEx or other nationally recognized overnight delivery service or (iv) when e-mailed during normal business hours, with affirmative confirmation of receipt (and otherwise as of the immediately following Business Day), addressed as follows:

(a) If to the Company prior to the Closing, to:

Biotech Acquisition Company
545 West 25th Street, 20th Floor
New York, New York 10001
Attn: Ivan Jarry, Chief Operating Officer
Telephone No.: (415) 994-6363
Email: ivan.jarry@sprim.net

with a copy (which shall not constitute notice) to:

Ellenoff Grossman & Schole LLP
1345 Avenue of the Americas, 11th Floor
New York, New York 10105
Telephone: (212) 370-1300
Attention: Matthew A. Gray, Esq
Email: mgray@egsllp.com

(b) If to the Company after the Closing, to:

Blade Biotherapeutics, Inc.
442 Littlefield Avenue
South San Francisco, California 94080
Attn: Dr. Wendye R. Robbins, Chief Executive Officer
Jean-Frédéric Viret, Chief Financial Officer
E-mail: wrobbins@blademed.com; jviret@blademd.com

with a copy (which shall not constitute notice) to:

Latham & Watkins LLP
140 Scott Drive
Menlo Park, California 94025
Attn: Mark V. Roeder, Brian D. Paulson
Email: mark.roeder@lw.com, brian.paulson@lw.com

24

(c) If to the Sponsor, to:

Biotech Acquisition Company
545 West 25th Street, 20th Floor
New York, New York 10001
Attn: Ivan Jarry, Chief Operating Officer
Telephone No.: (415) 994-6363
Email: ivan.jarry@sprim.net

with a copy (which shall not constitute notice) to:

Ellenoff Grossman & Schole LLP
1345 Avenue of the Americas, 11th Floor
New York, New York 10105
Telephone: (212) 370-1300
Attention: Matthew A. Gray, Esq.
Email: mgray@egsllp.com

(d) If to any Blade Holder, to the address set forth next to such Blade Holder’s name on Schedule 1 hereto.

(e) If to any other Holder, to such Holder’s address, electronic mail address or facsimile number as set forth in the Company’s books and records.

or to such other address or addresses as the parties may from time to time designate in writing. Without limiting the foregoing, any party may give any notice, request, instruction, demand, document or other communication hereunder using any other means (including personal delivery, expedited courier, messenger service, ordinary mail or electronic mail).

6.2 Assignment; No Third Party Beneficiaries.

6.2.1 This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part.

6.2.2 Subject to Sections  6.2.3 and 6.2.5, this Agreement and the rights, duties and obligations of a Holder hereunder may be assigned in whole or in part to such Holder’s Permitted Transferees upon transfer thereto of any or all of such Holder’s Registrable Securities; provided, that, with respect to the Blade Holders and the Sponsor Holders, the rights hereunder that are personal to such Holders may not be assigned or delegated in whole or in part, except that (x) each of the Blade Holders shall be permitted to transfer its rights hereunder as the Blade Holders, including rights that are personal to such Blade Holders, to one or more affiliates or any direct or indirect partners, members or equity holders of such Blade Holder (it being understood that no such transfer shall reduce any rights of such Blade Holder or such transferees) and (y) each of the Sponsor Holders shall be permitted to transfer its rights hereunder as the Sponsor Holders to one or more affiliates or any direct or indirect partners, members or equity holders of such Sponsor Holder (it being understood that no such transfer shall reduce any rights of the Sponsor or such transferees).

6.2.3 This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors and the permitted assigns of the Holders, which shall include Permitted Transferees.

25

6.2.4 This Agreement shall not confer any rights or benefits on any persons or entities that are not parties hereto, other than as expressly set forth in this Agreement and Section 6.2.

6.2.5 No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 6.1 hereof and (ii) the written agreement of the assignee to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 6.2 shall be null and void.

6.3 Counterparts. This Agreement may be executed in multiple counterparts (including facsimile or PDF counterparts), each of which shall be deemed an original, and all of which together shall constitute the same instrument, but only one of which need be produced.

6.4 Governing Law; Venue. NOTWITHSTANDING THE PLACE WHERE THIS AGREEMENT MAY BE EXECUTED BY ANY OF THE PARTIES HERETO, THE PARTIES EXPRESSLY AGREE THAT (1) THIS AGREEMENT, AND ALL ACTIONS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED UNDER THE LAWS OF THE STATE OF DELAWARE WITHOUT REGARD TO PRINCIPLES RELATING TO CONFLICT OF LAWS THAT WOULD RESULT IN THE APPLICATION OF THE LAWS OF ANY OTHER STATE AND (2) THE VENUE FOR ANY ACTION OR PROCEEDING ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT SHALL BE ANY STATE OR FEDERAL COURT IN THE STATE OF DELAWARE (OR ANY APPELLATE COURTS THEREOF).

6.5 WAIVER OF TRIAL BY JURY. EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND, THEREFORE, EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.

6.6 Amendments and Modifications. Upon the written consent of (a) the Company and (b) the Holders of a majority of the total Registrable Securities, compliance with any of the provisions, covenants and conditions set forth in this Agreement may be waived, or any of such provisions, covenants or conditions may be amended or modified; provided, however, that notwithstanding the foregoing, any amendment hereto or waiver hereof shall also require the written consent of a majority-in-interest of the Sponsor Holders so long as the Sponsor Holders and their affiliates hold, in the aggregate, at least twenty-five percent (25%) of the outstanding shares of Common Stock of the Company held by such Sponsor Holders as of the date hereof; provided, further, that notwithstanding the foregoing, any amendment hereto or waiver hereof shall also require the written consent of each Blade Holder so long as such Blade Holder and its affiliates hold, in the aggregate, at least five percent (5%) of the outstanding shares of Common Stock of the Company; and provided, further, that any amendment hereto or waiver hereof that adversely affects any Holder, in its capacity as such, in a manner that is materially different from the other Holders and/or the other Blade Holders and/or Sponsor Holders shall require the consent of the Holder and/or Blade Holder and/or Sponsor Holder so affected. No course of dealing between any Holder or the Company and any other party hereto or any failure or delay on the part of a Holder or the Company in exercising any rights or remedies under this Agreement shall operate as a waiver of any rights or remedies of any Holder or the Company. No single or partial exercise of any rights or remedies under this Agreement by a party shall operate as a waiver or preclude the exercise of any other rights or remedies hereunder or thereunder by such party.

26

6.7 Other Registration Rights. Other than as provided in the Warrant Agreement, dated as of January 25, 2021, by and between the Company and Continental Stock Transfer & Trust Company, as the warrant agent thereunder, the Company represents and warrants that no person or entity, other than a Holder of Registrable Securities, has any right to require the Company to register any securities of the Company for sale or to include such securities of the Company in any Registration Statement filed by the Company for the sale of securities for its own account or for the account of any other person or entity. For so long as (a) the Sponsor Holders and their affiliates hold, in the aggregate, at least twenty-five percent (25%) of the outstanding shares of Common Stock of the Company held by such Sponsor Holders as of the date hereof, the Company hereby agrees and covenants that it will not grant rights to register any Common Stock (or securities convertible into or exchangeable for Common Stock) pursuant to the Securities Act that are more favorable, pari passu or senior to those granted to the Holders hereunder (such rights “Competing Registration Rights”) without the prior written consent of a majority-in-interest of the Sponsor Holders, and (b) a Blade Holder and its affiliates hold, in the aggregate, at least five percent (5%) of the outstanding shares of Common Stock of the Company, the Company hereby agrees and covenants that it will not grant Competing Registration Rights without the prior written consent of such Blade Holder. Further, the Company represents and warrants that this Agreement supersedes any other registration rights agreement or agreement with similar terms and conditions and in the event of a conflict between any such agreement or agreements and this Agreement, the terms of this Agreement shall prevail.

6.8 Term. This Agreement shall terminate on the earlier of (a) the fifth anniversary of the date of this Agreement or (b) with respect to any Holder after the Closing, on the date that such Holder no longer holds any Registrable Securities. The provisions of Section 3.5 and Article IV shall survive any such termination. Notwithstanding the foregoing, this Agreement shall terminate and be of no further force or effect upon the termination of the Merger Agreement prior to the Closing in accordance with its terms and, upon such termination, no party hereto shall have any liability or obligation hereunder.

6.9 Holder Information. Each Holder agrees, if reasonably requested in writing, to represent to the Company the total number of Registrable Securities held by such Holder in order for the Company to make determinations necessary hereunder.

6.10 Joinder. Each person or entity who becomes a Holder pursuant to Section 6.2 hereof must execute a joinder to this Agreement in the form of Exhibit A attached hereto (a “Joinder”).

27

6.11 Severability. It is the desire and intent of the parties that the provisions of this Agreement be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular provision of this Agreement shall be adjudicated by a court of competent jurisdiction to be invalid, prohibited or unenforceable for any reason, such provision, as to such jurisdiction, shall be ineffective, without invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction. Notwithstanding the foregoing, if such provision could be more narrowly drawn so as not to be invalid, prohibited or unenforceable in such jurisdiction, it shall, as to such jurisdiction, be so narrowly drawn, without invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction.

6.12 Interpretation. Titles and headings of sections of this Agreement are for convenience only and shall not affect the construction of any provision of this Agreement. In this Agreement, unless the context otherwise requires: (i) any pronoun used in this Agreement shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural and vice versa; (ii) “including” (and with correlative meaning “include”) means including without limiting the generality of any description preceding or succeeding such term and shall be deemed in each case to be followed by the words “without limitation”; (iii) the words “herein,” “hereto,” and “hereby” and other words of similar import in this Agreement shall be deemed in each case to refer to this Agreement as a whole and not to any particular section or other subdivision of this Agreement; and (iv) the term “or” means “and/or”. The parties have participated jointly in the negotiation and drafting of this Agreement. Consequently, in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement.

6.13 Remedies.

In the event a party fails to observe or perform any covenant or agreement to be observed or performed under this Agreement, the other parties shall be entitled to protect and enforce their rights by suit in equity or action at law, whether for specific performance of any term contained in this Agreement or for an injunction against the breach of any such term or in aid of the exercise of any power granted in this Agreement or to enforce any other legal or equitable right, or to take any one or more of such actions, without being required to post a bond or other security. None of the rights, powers or remedies conferred under this Agreement shall be mutually exclusive, and each such right, power or remedy shall be cumulative and in addition to any other right, power or remedy, whether conferred by this Agreement or now or hereafter available at law, in equity, by statute or otherwise.

6.14 Entire Agreement; Restatement. This Agreement constitutes the full and entire agreement and understanding between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings relating to such subject matter; provided, that, for the avoidance of doubt, the foregoing shall not affect the rights and obligations of the parties under the Merger Agreement, the Lock-up Agreements or any other Transaction Agreement or the Insider Letter. Upon the Closing, the Original RRA shall no longer be of any force or effect.

[SIGNATURE PAGES FOLLOW]

28

IN WITNESS WHEREOF, the undersigned have caused this Agreement to be executed as of the date first written above.

COMPANY:
Biotech Acquisition Company
a Cayman Islands exempted company
By:
	Name:
	Title:

[Signature Page to Amended and Restated Registration Rights Agreement]

HOLDERS:
Biotech Sponsor LLC
a Delaware limited liability company
By:
	Name:
	Title:

[Signature Page to Amended and Restated Registration Rights Agreement]

Schedule 1

Blade Holders

Name of Blade Holder Address for Notice

Exhibit A

REGISTRATION RIGHTS AGREEMENT JOINDER

The undersigned is executing and delivering this joinder (this “Joinder”) pursuant to the Amended and Restated Registration Rights Agreement, dated as of November [●], 2021 (as the same may hereafter be amended, the “Registration Rights Agreement”), among Blade Biotherapeutics, Inc., a Delaware corporation (formerly known as Biotech Acquisition Company, the “Company”), and the other persons or entities named as parties therein. Capitalized terms used but not otherwise defined herein shall have the meanings provided in the Registration Rights Agreement.

By executing and delivering this Joinder to the Company, and upon acceptance hereof by the Company upon the execution of a counterpart hereof, the undersigned hereby agrees to become a party to, to be bound by, and to comply with the Registration Rights Agreement as a Holder of Registrable Securities in the same manner as if the undersigned were an original signatory to the Registration Rights Agreement, and the undersigned’s shares of Common Stock shall be included as Registrable Securities under the Registration Rights Agreement to the extent provided therein.

Accordingly, the undersigned has executed and delivered this Joinder as of the __________ day of __________, 20__.

Signature of Stockholder

Print Name of Stockholder

Its:

Address:

Agreed and Accepted as of
____________, 20__

Blade Biotherapeutics, Inc.

By:

Name:

Its:

EX-99.1

Exhibit 99.1

Developing Cutting - Edge Treatments for Debilitating Fibrotic and Neurodegenerative Diseases November 2021

Disclaimer and Other Important Information 2 This Presentation (the “Presentation”) is for informational purposes only to assist interested parties in evaluating a propos ed initial business combination (the “Transaction” or “Business Combination”) between Biotech Acquisition Company ("BAC") and Bl ade Therapeutics, Inc. (the “Target”), pursuant to which the Target will become wholly - owned subsidiary of BAC. In connection with the closing of the Business Combination, BAC will re - domesticate as a Delaware corporation and will change its name to “Blade Biotherapeutics, Inc.” The continuing combined entity is hereinafter referred to as the “Company” or the “Combined Entity”. The information contained herein does not purport to be all - inclusive and none of BAC , the Target, nor any of their respective subsidiaries, stockholders, affiliates, representatives, control persons, partners, members, mana ger s, directors, officers, employees, advisers or agents make any representation or warranty, express or implied, as to the accuracy, completeness or reliability o f t he information contained in this Presentation. Prospective investors should consult with their own counsel and tax and financ ial advisors as to legal and related matters concerning the matters described herein, and, by accepting this Presentation, you co nfi rm that you are not relying solely upon the information contained herein to make any investment decision. To the fullest exte nt permitted by law, in no circumstances will BAC , the Target or any of its subsidiaries, stockholders , affiliates, representatives, control persons, partners, members, managers, directors, officers, employees, advisers or agen ts be responsible or liable for any direct, indirect or consequential loss or loss of profit arising from the use of this Presentation, its contents, its omissions, reli anc e on the information contained within it, or on opinions communicated in relation thereto or otherwise arising in connection the rewith. In addition, this Presentation does not purport to be all - inclusive or to contain all of the information that may be required to ma ke a full analysis of BAC, the Target, or the Business Combination. The general explanations included in this Presentation cannot address, and are not intended to address, your specific investment objectives, financial situations or financial needs. Additional Information: In connection with the proposed Business Combination, BAC intends to file with the Securities and Ex cha nge Commission (the “SEC”), a registration statement on Form S - 4, containing a preliminary proxy statement/prospectus of BAC and after the registration statement is declared effective, BAC and the Target will mail a definitive proxy statement/prospectus relating to the proposed Business Combination to their respe cti ve shareholders. This Presentation does not contain any information that should be considered by BAC’s or the Target’s respective shareholders concerning the proposed Business Combination and is not in tended to constitute the basis of any voting or investment decision in respect of the Business Combination or the securities of BAC. BAC’s and the Target’s respective shareholders and other interested persons are advised to read, when available, the prelimin ary proxy statement/prospectus and the amendments thereto and the definitive proxy statement/prospectus and other documents filed in connection with the proposed Business Combination, as these materials will contain important information about BAC, the Ta rge t and the Business Combination. When available, the definitive proxy statement/prospectus and other relevant materials for th e proposed Business Combination will be mailed to shareholders of BAC and the Target as of a record date to be established for vot ing on the proposed Business Combination. Shareholders will also be able to obtain copies of the preliminary proxy statement/prospectus, the definitive proxy statement/ prospectus and other documents filed with the SEC, without charge, once av ailable, at the SEC’s website at www.sec.gov, or by directing a request to: Biotech Acquisition Company, 545 West 25th Street, 20th Floor, New York, NY 10001. No Offer or Solicitation: This Presentation shall not constitute a “solicitation” as defined in Section 14 of the Exchange Act. This Presentation does not constitute ( i ) a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Business Combination or (ii) an offer to sell, a solicitation of an offer to buy, or a recommendation to purchase any securit y o f BAC, the Target, or any of their respective affiliates nor shall there be any sale of securities, investment or other speci fic product in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the sec uri ties laws of any such jurisdiction. NEITHER THE SEC NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THE SECURITIES OR DETERMINED IF THIS PRESE NTA TION IS TRUTHFUL OR COMPLETE. Forward Looking Statements: Certain statements included in this Presentation are not historical facts but are forward - looking s tatements. Forward - looking statements generally are accompanied by words such as "believe," "may," "will," "estimate," "continue ," "anticipate," "intend," "expect," "should," "would," "plan," "future," "outlook," and similar expressions that predict or ind ica te future events or trends or that are not statements of historical matters, but the absence of these words does not mean that a statement is not forward - looking. These forward - looking statements include, but are not limited to, statements regarding estimat es and forecasts of other performance metrics and projections of market opportunity. These statements are based on various assumptions, whether or not identified in this Presentation and on the current expectations of BAC’s and Target’s respective management and are no t p redictions of actual performance. These forward - looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a def initive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will dif fer from assumptions. Many actual events and circumstances are beyond the control of BAC and the Target. Some important factors that could cause actual results to differ materially from those in any forward - looking statements could include changes in domestic and foreign business, market, financial, political and legal conditions.

Disclaimer and Other Important Information (cont’d) 3 These forward - looking statements are subject to a number of risks and uncertainties, including, the inability of the parties to successfully or timely consummate the Transaction, including the risk that any required regulatory approvals are not obtained , a re delayed or are subject to unanticipated conditions that could adversely affect the Combined Entity or the expected benefits o f t he Transaction, if not obtained; the failure to realize the anticipated benefits of the Transaction; matters discovered by th e p arties as they complete their respective due diligence investigation of the other parties; the ability of BAC prior to the Business Com bin ation, and the Combined Entity following the Business Combination, to maintain the listing of the Company’s shares on Nasdaq; co sts related to the Transaction; future financial performance of the Company following the Business Combination; the ability of th e C ompany to forecast and maintain an adequate rate of revenue growth and appropriately plan its expenses; expectations regarding future expenditures of the Company following the Business Combination; the future mix of revenue and effect on gross margins of the Company following the Business Combination; the Company’s ability to execute its business plans and strategy; the failure to satisfy the conditions to the consummation of the Transaction, including the approval of the definitive merger agreement by t he shareholders of BAC, the satisfaction of the minimum cash requirements of the definitive merger agreement following any redemptions by BAC’s public shareholders; the risk that the Transaction may not be completed by the stated deadline and the p ote ntial failure to obtain an extension of the stated deadline; the inability to complete a PIPE transaction; the outcome of any le gal proceedings that may be instituted against BAC or the Target related to the Transaction; the attraction and retention of qual ifi ed directors, officers, employees and key personnel of BAC and the Target prior to the Business Combination, and the Company following the Business Combination; the ability of the Company to compete effectively in a highly competitive market; neither BA C nor the Target are currently generating revenues and there can be no assurance that following the Business Combination, the Company will ever achieve revenues or profitability; the ability to protect and enhance the Target’s respective corporate rep uta tion and brand; the impact from future regulatory, judicial, and legislative changes in the Target’s or the Company’s industr y; the timing, costs, conduct, and outcome of clinical trials and future preclinical studies and clinical trials, including the timi ng of the initiation and availability of data from such trials; the timing and likelihood of regulatory filings and approvals fo r p roduct candidates; whether regulatory authorities determine that additional trials or data are necessary in order to obtain approval; the potential market size and the size of the patient populations for product candidates, if approved for co mmercial use, and the market opportunities for product candidates; the ability to locate and acquire complementary products or product candidates and inte gra te those into the Company’s business; and, the uncertain effects of the COVID - 19 pandemic; and those factors set forth in documents of BAC filed, or to be filed, with SEC. The foregoing list of risks is not exhaustive. If any of these risks materialize or our assumptions prove incorrect, actual results could differ materially from the results implied by these forward - looking statements. There may be add itional risks that neither BAC nor the Target presently know or that BAC and the Target currently believe are immaterial that could also cause actual results to differ from those contained in the forwar d - l ooking statements. In addition, forward - looking statements reflect BAC's and the Target’s current expectations, plans and foreca sts of future events and views as of the date of this Presentation. Nothing in this Presentation should be regarded as a representa tio n by any person that the forward - looking statements set forth herein will be achieved or that any of the contemplated results of such forward - looking statements will be achieved. You should not place undue reliance on forward - looking statements in this Presentat ion, which speak only as of the date they are made and are qualified in their entirety by reference to the cautionary stateme nts herein and the risk factors of BAC and the Target described above. BAC and the Target anticipate that subsequent events and d eve lopments will cause BAC's and the Target’s assessments to change. However, while BAC and the Target may elect to update thes e forward - looking statements at some point in the future, BAC and the Target specifically disclaim any obligation to do so. These forward - looking statements should not be relied upon as representing BAC's or the Target’s assessments as of any date subsequen t to the date of this Presentation. Accordingly, undue reliance should not be placed upon the forward - looking statements. Use of Data: The data contained herein are derived from various internal and external sources. No representation is made as to the reasonableness of the assumptions made within or the accuracy or completeness of any projections or modeling or any other information contained herein. Any data on past performance or modeling contained herein are not an indication as to future pe rfo rmance. Important Information for Investors : This Presentation does not purport to contain all information which may be material to an investor and recipients of this Pre sentation should conduct their own independent evaluation and due diligence of BAC and the Target. Neithers BAC nor the Target intend to update or otherwise revise this Presentation following its distribution and neit her BAC nor the Target makes any representation or warranty, express or implied, as to the accuracy or completeness of any of the information contained in this Presentation after the date of the Presentation. Participants in Solicitation: BAC and the Target and their respective directors and executive officers, under SEC rules, may be deemed to be participants in the solicitation of proxies of BAC's shareholders in connection with the Business Combination. I nv estors and security holders may obtain more detailed information regarding the names and interests in the Business Combination of BAC's dir ectors and officers in BAC's filings with the SEC, including BAC's 10 - K for the fiscal year ended December 31, 2020. Informatio n regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies to BAC's shareholders i n c onnection with the Business Combination is set forth in the proxy statement/prospectus on Form S - 4 for the Business Combination, which is expected to be filed by BAC with the SEC. This Presentation is not a substitute for the proxy statement/prospectus o r f or any other document that BAC may file with the SEC in connection with the Business Combination. INVESTORS AND SECURITYHOLDE RS ARE ADVISED TO READ THE DOCUMENTS FILED WITH THE SEC CAREFULLY WHEN THEY BECO ME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and shareholders may obtain free copies of other docu men ts filed with the SEC by BAC through the website maintained by the SEC at www.sec.gov. INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SEC OR ANY OTHER REGULATORY AUTHORITY NOR HAS ANY AUTHORITY PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING OR THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED HEREIN. ANY REPRESENTATION TO TH E C ONTRARY IS A CRIMINAL OFFENSE.

Biotech Acquisition Company (Nasdaq: BIOT) Overview 4 • Nasdaq - listed SPAC completed $230 million IPO on January 28, 2021 • Unique SPAC affiliated with SPRIM, a global healthcare consulting firm and clinical research organization • SPRIM Global Investments is a leading life sciences venture capital firm with in - depth understanding of clinical - stage biotech companies BAC’s Competitive Differentiation Decades of diverse experience operating businesses and driving value creation across 17 countries Management team has worked together for more than 20 years and has strong record of working with clinical - stage biotech companies Deep industry and life science experience

Uses ($mm) Equity Issued to Blade Shareholders $280.0 Cash to Balance Sheet $229.3 Estimated Transaction Expenses $25.0 Total Uses $534.3 Transaction Overview 5 Post - Money Valuation Transaction Sources and Uses Pro Forma Ownership (1) Assumes 28.0 million shares issued to Blade’s existing shareholders (with no portion of the merger consideration rolled into assumed in - the - money options), approximately 2.4 million PIPE shares, 23.0 million BAC public shares, and 4.6 million founder shares. Assumes no redemptions by BAC’s existing shareholders. Excludes the impact of 6.0 million BAC private placement warrants and 11.5 million BAC public warrants. (2) Excludes 3.5 million Blade earn - out shares not yet issued (to be issued to Blade if the VWAP of BAC is greater or equal to $15.00 over 20 trading days within any 30 trading days within 5 years after close) and any awards to be issued under an expected new equity incentive plan. Founder shares exclude 1.15 million previously issued shares that will be placed in escrow (to be released to the sponsor if the VWAP of BAC is greater or equal to $15.00 over 20 trading days within any 30 trading days within 5 years after close). Assumes PIPE shares are issued at a price of $10.00. (3) Blade estimated closing cash balance of $1mm and estimated closing debt balance of $2.8mm (4) Assumes no redemptions by BAC’s existing shareholders. (5) Consists of existing Blade investors. (1) (3) (3) (4) (4) (2) (4) 48.3% 4.2% 39.6% 7.9% Existing Blade Shareholders PIPE Investors BAC Public Shareholders BAC Sponsor Shares Sources ($mm) Blade Shareholder Equity Rollover $280.0 BAC Cash in Trust 230.0 PIPE 24.3 Total Sources $534.3 (5) PF Transaction ($mm or mm, except share price) Combined Company Share Price $10.00 PF Shares Outstanding 58.0 Total Equity Value $580.3 Less: Pro Forma Cash (230.3) Plus: Debt 2.8 Total Enterprise Value $352.8

Developing Cutting - Edge Treatments for Debilitating Fibrotic and Neurodegenerative Diseases 6 * Effects demonstrated in preclinical studies. Experts in Biology of Cell and Tissue Damage Responses • Researching novel biological pathways foundational to cell - and tissue - damage responses • Developing potential disease - modifying therapeutics in fibrosis and neurodegeneration Differentiated Pipeline Led By Phase 2 - Ready Program in Fibrosis • Non - competitive autotaxin inhibitor with direct anti - fibrotic activity and differentiating characteristics* – planned phase 2 study in lung fibrosis in 1H - 2022 • CNS - penetrant calpain inhibitor* for genetic orphan neurodegenerative conditions approaching phase 1 study in 1H - 2022 Deep Scientific & Industry Experience • Experienced management team and advisors with extensive expertise in fibrosis and neurodegeneration • Strong track record of development and approvals of innovative medicines at prior companies

Leadership with Deep Scientific and Industry Experience 7 Wendye Robbins, MD Chief Executive Officer Daven Mody VP, Regulatory Affairs Michael Blash SVP, Communications Felix Karim, PhD EVP, Business Development Jean - Frédéric Viret , PhD Chief Financial Officer Prabha Ibrahim, PhD Chief Technical Officer

Developing Therapies to Target Key Pathways in Disease Progression 8 Target Pathway Potential Treatment Effects Diseases Autotaxin (ATX) Non - competitive, reversible inhibition supports potential for differentiated profile in fibrotic diseases and epithelial tumors Dimeric Calpains (CAPN) Inhibition shown to enhance autophagy and reduce protein aggregates in preclinical models Inhibition blocks myofibroblast activation / differentiation, thereby inhibiting extracellular matrix production, in preclinical models Huntington’s SCA3/MJD IPF, ILD IPF, ILD NASH NASH Fibrotic diseases – idiopathic pulmonary fibrosis (IPF), interstitial lung disease (ILD), non - alcoholic steatohepatitis (NASH) Neurodegenerative diseases – Huntington’s disease (HD), spinocerebellar ataxia type 3 (SCA3) or Machado - Joseph disease (MJD) Oncology

Differentiated Pipeline of Novel Product Candidates 9 * Pirfenidone and nintedanib Name MoA Indication Est. Prevalence PC Phase 1 Phase 2 Patent Expiry Anticipated Milestones Fibrosis Cudetaxestat (BLD - 0409) ATX Inhibitor Idiopathic Pulmonary Fibrosis (IPF) <200K (US) ~5M (WW) (IPF Prevalence) 2034 – 2036 • Jul - 2021: IND activated • Sep - 2021: Completed phase 1 relative bioavailability (RBA) study • 4Q - 2021: Complete phase 1 CYP drug - drug interaction (DDI) study • 1Q - 2022: Complete phase 1 DDI study with approved IPF therapies* • 1H - 2022: Initiate phase 2 IPF study • 1H - 2023: First interim data readout for phase 2 IPF study Liver Fibrosis ~16M (US) up to 505M (WW) (NASH Prevalence) Neurodegeneration BLD - 2184 CAPN Inhibitor Poly - Q (e.g., SCA3/MJD, HD) Orphan diseases 2037 – 2040 • 1H - 2022: Initiate phase 1 study • 1H - 2023: First data readout for phase 1 study

10 Fibrosis – Cudetaxestat Non - Competitive Autotaxin Inhibitor Targeting IPF

Autotaxin / Lysophosphatidic Acid (LPA) Drives Fibrosis 11 Innate Lymphoid Cells Macrophages LPA LPC LPA receptor Choline Autotaxin 1 Dysregulated Damage Response Fibrosis is triggered by dysregulated cell / tissue damage response following epithelial injury. 2 Release of Pro - fibrotic Mediators Pro - fibrotic mediators, cytokines and the enzyme autotaxin are released. Increased autotaxin levels produce excessive lysophosphatidic acid (LPA). 3 Autotaxin Production of LPA LPA binds to LPAR1 (receptor on myofibroblasts) and triggers signaling cascade resulting in migration, activation and release of additional mediators. 4 Myofibroblast Activation Excessive LPA activates myofibroblasts. 5 Secretion of ECM Proteins Activated myofibroblasts secrete ECM proteins (scarring) that disrupt normal organ architecture and function. 1 2 3 4 5 Damaged Epithelium Myofibroblasts Activated ECM Proteins Pro - fibrotic Mediators

Cudetaxestat – Non - Competitive Autotaxin Inhibitor Targeting IPF 12 Direct Anti - Fibrotic Activity Robust in vivo anti - fibrotic activity in preclinical models of lung and liver fibrosis Non - Competitive Inhibition Differentiating characteristics support potential treatment profile in fibrosis Favorable Clinical Safety Profile Phase 1 data demonstrated pharmacokinetic/pharmacodynamic (PK / PD) correlation and biomarker activity, and supportive clinical safety profile Advancing to Phase 2 Study Regulatory input clarifies pathway to initiate planned phase 2 clinical study in lung fibrosis

Non - Competitive Inhibitor Does not compete with LPC for binding Competitive Inhibitor Competes with LPC for binding Potent inhibitor results in no loss in potency Inhibition plateaus and results in reduced potency Non - Competitive Inhibition Supports Differentiated Profile in Fibrosis 13 * Plasma concentrations of LPC in an animal model of liver fibrosis are between 200 - 250 µM. Head - to - head clinical studies comparing cudetaxestat with currently approved or investigational therapies have not been conducte d. Above data from preclinical biochemical study. ATX Tripartite Active Site Substrate (LPC) in enzyme pocket Enzyme Products: LPA + Choline • Non - competitive inhibitor cudetaxestat shown to maintain potency in preclinical biochemical assay – Cudetaxestat expected to maintain potency in disease state – Potentially advantageous for efficacy and safety profile • 50% inhibition at 250 uM concentration of LPC* – Cudetaxestat: 8 nM – GLPG - 1690: ~400 nM (competitive inhibitor loses potency) High substrate (LPC) levels seen in diseased tissues and organs

Cudetaxestat Displays Robust Activity ( in vivo ) on Lung Fibrosis Parameters 14 Above data from preclinical study conducted in mouse bleomycin lung fibrosis model dosed once daily. Smooth muscle actin (SMA) gene expression Marker of myofibroblast activation Collagen 1A1 gene expression Primary component of fibrosis, produced by myofibroblasts Assembled collagen Represents advanced fibrosis One Way ANOVA vs Vehicle * p<0.05 | ** p<0.01 | *** p<0.001 V e h i c l e 1 0 m g / k g 3 0 m g / k g ; 0 3 6 9 12 15 % Col1A1 mRNA Positive Stain Area % C o l 1 A 1 A r e a [ M e a n + / - S E M ] 033; 033;033;033; V e h i c l e 1 0 m g / k g ; 3 0 m g / k g 0 1 2 % aSMA mRNA Positive Stain Area % a S M A A r e a [ M e a n + / - S E M ] ns 033;033; Cudetaxestat Cudetaxestat Cudetaxestat

ANOVA One - Way *p<0.05 | **p<0.01 | ***p<0.001 | ****p<0.0001 Cudetaxestat Reduces Pro - fibrotic Gene Expression ( in vivo ) in Lung Fibrosis Above data from preclinical study conducted in mouse bleomycin lung fibrosis model dosed twice daily. 15 IL - 6 gene expression Pro - fibrotic cytokine Cudetaxestat S a l i n e V e h i c l e 3 m g / k g 1 0 m g / k g 3 0 m g / k g 0 1 2 3 4 5 PAI-1 mRNA P A I - 1 / P P I A + / - S E M 033;033;033; 033;033; 033; 033; PAI - 1 gene expression Contributes to excessive ECM accumulation Cudetaxestat CTGF gene expression Pro - fibrotic growth factor Cudetaxestat

Cudetaxestat Phase 1 Results Demonstrate Safety, PK and Biomarker Activity 16 6 single ascending dose (SAD) cohorts completed; 100, 300, 500, 750, 1000 mg 4 multiple ascending dose (MAD) cohorts completed; 100, 300, 500, 750 mg (fed) Demonstrated PK/PD correlation in healthy volunteer MAD Data support clinical once - daily dose of 500 mg or 750 mg (fed) Well - tolerated at target doses with no treatment - emergent serious adverse events (SAEs) 100 - Fasted 300 - Fasted 500 - Fasted 750 - Fed (Normal diet) Daily Dose (mg) Peak - to - trough variation in LPA reduction (Emax and Etrough ) 2a-d1 2a-d72a-d142b-d1 2b-d72b-d142c-d1 2c-d72c-d142d-d1 2d-d72d-d14 0 20 40 60 80 100 M e a n % L P A R e d u c t i o n f r o m B a s e l i n e E m a x o r E t r o u g h Emax Etrough

Completed Preclinical Studies Support Safety Profile of Cudetaxestat 17 * 13 - week studies completed and data analyses in process. Completed Studies Findings Next Steps Toxicology Rat 4 - week GLP tox* NOAEL 100 mpk 26 - week GLP tox ongoing Dog 4 - week GLP tox* NOAEL 300 mpk 39 - week GLP tox ongoing Safety Pharmacology Dog cardiovascular No adverse findings; NOAEL 1000 mpk N/A Rat respiratory No adverse findings; NOAEL 750 mpk N/A Rat Irwin No adverse findings; NOAEL 750 mpk N/A hERG in vitro IC 50 = 49.4 µM (corrected for plasma protein binding) Thorough QT requirement under review Gene Tox Ames Negative In vivo genotox planned In vivo MNT Negative Drug - Drug Interactions In vitro CYP profiling and in vivo profiling vs. approved IPF therapies (pirfenidone, nintedanib) Unlikely DDI potential with approved IPF therapies • Ph1 CYP - DDI study ongoing • Ph1 DDI study with approved IPF therapies underway

P - gp in vitro assay using nintedanib as substrate P - gp transporter in vitro assay using quinidine as substrate DDI Profiles of Cudetaxestat (BLD - 0409) and Ziritaxestat (GLPG - 1690) 18 1. Wind et al Clin. Pharm. 2019 2. https://www.rxlist.com/Esbriet - drug.htm#clinpharm Compound P - gp Inhibition (IC 50 µM) P - gp Substrate (Efflux Ratio @ 10µM) Cudetaxestat Very Weak (64.6 µM) Not a substrate (1.7) Ziritaxestat Moderate (7.8 µM) Yes (60) Nintedanib Weak (>30 µM) 1 Yes (16) Pirfenidone Weak (>100 µM) 2 Not a substrate Compound P - gp Inhibition (IC 50 µM) Cudetaxestat 39.8 µM Ziritaxestat 3.84 µM • Known safety and tolerability issues with approved IPF therapies (nintedanib and pirfenidone) • Notably, nintedanib known to be a substrate for P - glycoprotein (P - gp ) 1 ‒ P - gp transporter functions as a biological barrier by excreting certain compounds out of cells (e.g., in gastrointestinal tract, liver, and kidney) • Cudetaxestat is neither a substrate nor an inhibitor of P - gp at physiological concentrations • Ziritaxestat is both a substrate and an inhibitor of P - gp

P - glycoprotein Transporter Preclinical ( in vivo ) Repeat Dose PK Study 19 Head - to - head clinical studies comparing cudetaxestat with currently approved or investigational therapies have not been conducte d. Above data from preclinical rat PK study. 18 Male Rats d1 - d4 nintedanib only (30 mg/kg) d1 d5 d10 d0 d4 d11 9 Male Rats d5 - d11 nintedanib (30 mg/kg) + ziritaxestat (60 mg/kg) 9 Male Rats d5 - d11 nintedanib (30 mg/kg) + cudetaxestat (75 mg/kg) 18 Rats * ^ * ^ 6 Rats (3/group) 12 Rats (6/group) Key Findings • Ziritaxestat increased plasma concentration of nintedanib in vivo in rats ‒ Change in C max ~1.8x (p ≤ 0.05) and change in AUC 0 - t ~2.8x (p ≤ 0.001) • Cudetaxestat had no significant change in plasma concentration of nintedanib in vivo in rats ‒ No significant change in either C max or AUC 0 - t • Nintedanib did not affect plasma concentrations of either cudetaxestat or ziritaxestat in vivo in rats Study Design Understand whether nintedanib plasma concentration is altered when co - administered (at steady state) with either cudetaxestat (BLD - 0409) or ziritaxestat (GLPG - 1690)

No Drug - Drug Interaction Between Cudetaxestat and Nintedanib When Co - Administered at Steady State in Preclinical in vivo PK Study Head - to - head clinical studies comparing cudetaxestat with currently approved or investigational therapies have not been conducte d. Above data from preclinical rat PK study. Nin-D1 Ziri Ref Nin-D11 + Ziri Nin-D1 Cude Ref Nin-D11 + Cude 0 100 200 300 400 N i n t e d a n i b C m a x ( n g / m L ) 033; ns p = 0.0206 1.8X C max Nin-D1 Ziri Ref Nin+Ziri D11 Nin-D1 Cude Ref Nin+Cude D11 0 1000 2000 3000 4000 N i n t e d a n i b A U C 0 - t ( h r * n g / m L ) ns p = 0.0009 033;033;033; 2.8X AUC 0 - t Day 11 nintedanib + ziritaxestat Day 1 nintedanib alone Day 11 nintedanib + cudetaxestat Day 1 nintedanib alone Day 11 nintedanib + ziritaxestat Day 1 nintedanib alone Day 11 nintedanib + cudetaxestat Day 1 nintedanib alone C max – Maximal Plasma Concentration AUC (0 - t) – Area under the concentration - time curve One - way ANOVA Mean w 95%CI P Value ns > 0.05 * ≤ 0.05 ** ≤ 0.01 *** ≤ 0.001 20

Preclinical, Clinical and Regulatory Actions Support Cudetaxestat’s Path Forward 21 * Head - to - head clinical studies comparing cudetaxestat with currently approved or investigational therapies have not been conduc ted. Above data from preclinical study. In vivo PK study showed no DDI interaction with nintedanib, an approved therapy for IPF Completed P - glycoprotein transporter preclinical study (rat model), which found that plasma concentration of nintedanib increase d when co - administered (at steady state) with GLPG - 1690, but did not increase with cudetaxestat* In vitro profiling to date does not raise significant concerns about DDI potential with approved therapies for IPF Completed in vitro CYP profiling in human hepatocytes vs. approved therapies for IPF (pirfenidone, nintedanib) showed unlikely potential for drug - drug interactions (DDI) Completed independent regulatory review Safety review by external regulatory expert: “data does not preclude proceeding with clinical trials in lung fibrosis” Secured FDA pre - IND feedback Included recommendation to complete dedicated DDI study with pirfenidone and nintedanib before proceeding into phase 2 with s tep wise approach IND activated – now proceeding with phase 1 DDI studies Phase 1 standard CYP DDI study ongoing and additional DDI study with approved therapies for IPF underway per guidance from FD A

Cudetaxestat Progressing to Planned Phase 2 Study in IPF 22 N=160 (40/arm) IPF patients +/ - SoC; stratified enrollment for SoC, 3 dose levels vs. placebo, randomized 1:1:1:1 48 - week study with 12 - and 24 - week interim analyses Planned study initiation 1H - 2022 First interim analysis expected 1H - 2023 Design Expected Outcomes Key endpoints – rate of decline in Forced Vital Capacity (FVC) over 48 weeks, safety, and disease progression Interim analyses at 12 - weeks and at 24 - weeks to evaluate safety, tolerability PK and LPA inhibition (target engagement) Assess fibrotic biomarkers at baseline, 12 - and 24 - week interims to build evidence of disease - modification mechanism

Planned Clinical Development Programs Present Opportunities in Fibrosis and Neurodegeneration 23 2H - 2021 1H - 20 22 2H - 2022 1H - 2023 2H - 2023 IND Ph1 Ph2 Ph2 IPF PoC Ph1 CYP - DDI & RBA IA#1 (12W) IA#2 (24W) Ph1 DDI w/ approved IPF therapies Ph2 IPF Open - Label Extension Cudetaxestat IPF BLD - 2184 Poly - Q ND

Anticipated Milestones 24 Event Timing Cudetaxestat IND activated by FDA Jul - 2021 Cudetaxestat Completed phase 1 RBA study Sep - 2021 Cudetaxestat Complete phase 1 CYP - DDI study 4Q - 2021 Corporate Complete merger 1Q - 2022 Cudetaxestat Complete phase 1 DDI study with approved IPF therapies 1Q - 2022 Cudetaxestat Initiate phase 2 PoC study in IPF 1H - 2022 BLD - 2184 Initiate phase 1 study 1H - 2022 Cudetaxestat First interim data readout for phase 2 PoC study in IPF 1H - 2023 BLD - 2184 First data read out for phase 1 study 1H - 2023

Developing Cutting - Edge Treatments for Debilitating Fibrotic and Neurodegenerative Diseases 25 * Effects demonstrated in preclinical studies. Experts in Biology of Cell and Tissue Damage Responses • Researching novel biological pathways foundational to cell - and tissue - damage responses • Developing potential disease - modifying therapeutics in fibrosis and neurodegeneration Differentiated Pipeline Led By Phase 2 - Ready Program in Fibrosis • Non - competitive autotaxin inhibitor with direct anti - fibrotic activity and differentiating characteristics* – planned phase 2 study in lung fibrosis in 1H - 2022 • CNS - penetrant calpain inhibitor* for genetic orphan neurodegenerative conditions approaching phase 1 study in 1H - 2022 Deep Scientific & Industry Experience • Experienced management team and advisors with extensive expertise in fibrosis and neurodegeneration • Strong track record of development and approvals of innovative medicines at prior companies

Risks Related to the Business Combination 26 ; BAC’s shareholders will experience dilution due to the issuance of shares of common stock of BAC (after its re - domestication fro m the Cayman Islands to Delaware), and securities that are exchangeable for shares of common stock of BAC, to: (i) the Target’s security holders as consideration in the merger and (ii) certain PIPE investors in the PIPE financing. ; The consummation of the Business Combination is subject to a number of conditions, including those set forth in the definitiv e A greement and Plan of Merger (the “Merger Agreement”), and if those conditions are not satisfied or waived, the Merger Agreement may be terminated in accordance with its terms and the Bus iness Combination may not be completed. ; If the Business Combination benefits do not meet the expectation of investors or securities analysts, the market price of BAC ’s securities, or following the consummation of the Business Combination, the securities of the combined company (the “Combined Entity”), may decline . ; Potential legal proceedings in connection with the Business Combination, the outcome of which may be uncertain, could delay o r p revent the completion of the Business Combination. ; Following the consummation of the Business Combination, the Combined Entity will be an “emerging growth company” and it canno t b e certain if the disclosure requirements applicable to emerging growth companies will make the Combined Entity’s common stock less attractive to investors and may make it more diff icu lt to compare performance with other public companies. ; The Combined Entity will incur significantly increased expenses and administrative burdens as a public company, which could h ave an adverse effect. ; The ability of BAC’s shareholders to exercise redemption rights with respect to a large number of BAC’s shares may not allow BAC to complete the Business Combination or for the Combined Entity to have the full cash available to execute its development and capital expenditure plans. ; There is no assurance that BAC’s diligence will reveal all material risks that may present with regard to the Target . ; BAC may issue additional shares of common or preferred stock to complete the Business Combination or under an equity incentiv e p lan after completion of the Business Combination, any one of which would dilute the interest of BAC’s shareholders and likely present other risks. ; BAC’s key personnel may negotiate employment or consulting agreements with the Combined Entity in connection with the Busines s C ombination. These agreements may provide for them to receive compensation following the Business Combination and as a result, may cause them to have conflicts of interest in d ete rmining whether the Business Combination is advantageous. ; Because BAC’s initial shareholders, executive officers and directors will lose their entire investment in BAC if the Business Co mbination or an alternative business combination is not completed, and because BAC’s Sponsor, executive officers and directors will not be eligible to be reimbursed for their out - of - po cket expenses if the Business Combination is not completed, a conflict of interest may have arisen in determining whether the Target is appropriate for BAC’s initial business combination. ; Some of the officers and directors of BAC, on the one hand, and the Target, on the other hand, may be argued to have conflicts of interest that may influence them to support or approve the Business Combination without regard to your interests. ; The value of the Sponsor’s founder shares following completion of the Business Combination is likely to be substantially high er than the nominal price paid for them, even if the trading price of BAC’s common stock at such time is substantially less than $10.00 per share.

Risks Related to the Business Combination (cont’d) 27 ; BAC’s shareholders and the Target’s stockholders may not realize a benefit from the Business Combination commensurate with the ownership dilutio n t hey will experience in connection with the Business Combination. ; During the pendency of the Business Combination, BAC and the Target may not be able to enter into a business combination with an other party because of restrictions in the Merger Agreement, which could adversely affect their respective businesses. Furthermore, certain provisions of the Merger Agreement may discourage third parties from submitting alternative takeover proposals, including proposals that may be superior to the arrangements contemplated by the Merger Agreement. ; If the conditions to the Merger are not met, including the approval by each party’s respective shareholders, the Business Com bin ation may not occur. ; Each of BAC and the Target may waive one or more of the conditions to the Business Combination , subject to certain limitations as set out in the Merger Agreement . ; U.S. federal income tax reform could adversely affect the Combined Entity and holders of the Combined Entity’s securities. ; The Combined Entity will be affected by extensive laws, governmental regulations, administrative determinations, court decisi ons and similar constraints both domestically and abroad. ; Delaware law and the Combined Entity’s proposed charter and bylaws may contain certain provisions, including anti - takeover provi sions that limit the ability of stockholders to take certain actions and could delay or discourage takeover attempts that stockholders may consider favorable, as well as certain provisio ns limiting the ability of the Combined Entity’s stockholders to choose the judicial forum for disputes with the Combined Entity or its directors, officers, or employees. ; The proposed charter will not limit the ability of the Sponsor or its affiliates to compete with the Combined Entity. ; The Combined Entity’s business and operations could be negatively affected if it becomes subject to any securities litigation or stockholder activism, which could cause the Combined Entity to incur significant expense, hinder execution of business and growth strategy and impact its stock price. ; Upon effectiveness of the proposed domestication of BAC from the Cayman Islands to Delaware in connection with the Business C omb ination, the rights of holders of the Combined Entity’s common stock arising under the Delaware General Corporate Law will differ from and may be less favorable to the rights of hol der s of BAC’s shares arising under the Cayman Islands Companies Act. ; There is a risk that a U.S. Holder may recognize taxable gain with respect to its BAC shares at the effective time of the pro pos ed domestication. ; BAC identified material weaknesses in its internal controls over financial reporting with respect to the accounting treatment of certain of its warrants. Failure to maintain effective internal controls over financial reporting could cause BAC to inaccurately report its financial results or fail to prevent fraud.

Risks Related to Combined Entity’s Business 28 ; The Target is very early in its development efforts, has completed few clinical trials, has no products approved for commercial sale, and has no historical product revenues, which makes it difficult to assess the Target’s future prospects and financial results. ; The Target’s ability to generate revenue and achieve profitability depends significantly on its a bility to achieve its objectives relating to the discovery, development and commercialization of its product candidates. ; The Target has limited sales and distribution experience and needs to build a marketing and sales organization. We expect to inv est significant financial and management resources to build these capabilities. To the extent any of the Target’s product candidates for which it maintains commercial rights is approved for marketing, if we are unable to establish marketin g a nd sales capabilities or enter into agreements with third parties to market and sell such product candidates, we may not be able to market and sell any product candidates e ffe ctively or generate product revenues. ; The marketing and sale of cudetaxestat or future approved products may be unsuccessful or less successful than anticipated. T he Target is heavily dependent on the success of cudetaxestat, which has not been approved for the treatment of idiopathic pulmonary fibrosis or nonalcoholic steatohepatitis. If the Target is unable to ad vance cudetaxestat or our other product candidates through clinical development, obtain regulatory approval and ultimately commercialize our product candidates, or experience significant delays in doing so, th e Target’s business will be materially harmed. ; The Target is also dependent on the success of its other preclinical product candidates (BLD - 2184 and other candidates). We cannot give any assurance that any product candidate will successfully complete clinical trials or receive regulatory approval, which is necessary before it can be commercialized. ; The clinical and commercial success of the Target’s product candidates will depend on a number of factors, many of which are bey ond the Target’s control. The Target’s future commercial success depends upon attaining significant market acceptance of its product candidates, if approved, among physicians, patients, third - party pay ors, and others in the health care community. ; Clinical development is a lengthy and expensive process with an uncertain outcome, and results of earlier studies and trials as well as data from any interim analysis of ongoing clinical trials may not be predictive of future trial results or approved label for clinical use. Clinical failure can occur at any stage of clinical de vel opment. ; Due to the Target’s limited resources and access to capital in the past, the Target has decided to prioritize development of cer tain product candidates and may have forgone the opportunity to capitalize on product candidates or indications that may ultimately have been more profitable or for which there was a greater likelihood o f s uccess. If the Target is unable to raise substantial additional capital to finance its operations when needed, or on acceptable terms, the Target may be forced to delay, reduce or eliminate one or more of its res ear ch and drug development programs, future commercialization efforts, product development or other operations. ; The approach the Target is taking to discover and develop drugs is novel and may never lead to approved or marketable product s. ; The Target may not be successful in its efforts to use and expand its novel, proprietary target discovery platform to build a pi peline of product candidates . The Target’s product candidates may fail in development or suffer delays that adversely affect their commercial viability. ; The regulatory approval processes of the FDA and other comparable regulatory authorities are lengthy, time consuming and inhe ren tly unpredictable, which may affect the commercial viability of the Target’s products in development. If the Target is unable ultimately to obtain regulatory approval for its product candidates, its bus ine ss will be substantially harmed. ; In connection with the Target’s global clinical trials, local regulatory authorities may have differing perspectives on clini cal protocols and safety parameters, which impacts the manner in which the Target conducts these global clinical trials and could negatively impact the Target’s chances for obtaining regulatory approvals or mar keting authorization in different jurisdictions, or for obtaining the requested label or dosage for the Target’s product candidates, if regulatory approvals or marketing authorizations are obtained. The results of th e Target’s clinical trials may not satisfy the requirements of different regulatory authorities.

Risks Related to Combined Entity’s Business (cont’d) 29 ; Even if the Target receives regulatory approval for any of its product candidates, the Target will be subject to ongoing obli gat ions and continued regulatory review, which may result in significant additional expense. Additionally, the Target’s product candidates, if approved, could be subject to labeling and other restrictions and mar ket withdrawal and the Target may be subject to penalties if it fails to comply with regulatory requirements or experience unanticipated problems with its products. ; The Target’s preclinical studies and its future clinical trials or those of any of its collaborators may fail to adequately d emo nstrate the safety and efficacy of any of its product candidates or reveal significant adverse events not seen in its preclinical studies or earlier clinical trials which would prevent or delay the development, r egu latory approval, and commercialization of any of the Target’s product candidates. ; The Target has limited experience as a company in conducting clinical trials. ; If the Target experiences delays or difficulties in the enrollment or maintenance of subjects in clinical trials, its regulat ory submissions or the receipt of necessary marketing approvals could be delayed or prevented. ; Legislative and regulatory activity may exert downward pressure on potential pricing and reimbursement for any of the Target’ s p roduct candidates, if approved, that could materially affect the opportunity to commercialize. ; The Target faces significant competition for its drug discovery and development efforts, and if the Target does not compete effectively, i ts commercial opportunities will be reduced or eliminated. ; The Target relies on adequate protection of its proprietary rights to compete effectively in its market. The Target’s ability to compete may decline if it does not adequately protect its proprietary rights. ; The cost of maintaining the Target’s patent protection is high and requires continuous review and compliance. The Target may not be able to effectively maintain i ts intellectual property position throughout our market. ; The Target may be involved in intellectual property disputes with third parties and competitors that could be costly and time co nsuming and negatively affect its competitive position. ; The Target relies on third parties for the conduct of most of its preclinical studies and clinical trials for its product can did ates, and if its third - party contractors do not properly and successfully perform their obligations under the Target’s agreements with them, the Target may not be able to obtain or may be delayed in receiving regu lat ory approvals for its product candidates. ; The Target current relies, and expects to continue to rely, on third parties to conduct many aspects of its product candidate ma nufacturing activities and the Target intends to rely on third parties for potential commercial product manufacturing. The Target’s business could be harmed if those third parties fail to provide us with suffic ien t quantities of product or fail to do so at acceptable quality levels or prices. ; The Target’s business, results of operations and future growth prospects could be materially and adversely affected by the CO VID - 19 pandemic. ; If the Target is unable to obtain, maintain and enforce patent protection for its technology and product candidates, or if th e s cope of patent protection obtained is not sufficiently broad, the Target’s competitors could develop and commercialize technology and products similar or identical to thos e of the Target and the Target’s ability to successfully develop and commercialize its technology and product candidates may be adversely affected.

Developing Cutting - Edge Treatments for Debilitating Fibrotic and Neurodegenerative Diseases November 2021

Appendix

Platform Enables Opportunities to Build Long - Term Value 32 Name MoA Indication Est. Prevalence PC Phase 1 Phase 2 Patent Expiry Fibrosis BLD - 3051 CAPN Inhibitor Liver Fibrosis ~16M (US) up to 505M (WW) (NASH Prevalence) 2039 Lung Fibrosis <200K (US) ~5M (WW) (IPF Prevalence) Neurodegeneration BLD - 2736 (back - up) CAPN Inhibitor Poly - Q (e.g., SCA3/MJD, HD) Orphan diseases 2038 – 2040 • Molecules provide “pipeline within a product” development potential for multiple indications • Suite of peripherally restricted (fibrosis) and CNS - penetrant (neurodegeneration) compounds present potential for follow - ons

Portfolio Underpinned by Strong IP Protections and Commercial Rights 33 ATXi CAPNi Composition of Matter + Others (formulation, etc.) 2034 – 2036 2037 – 2040 Commercial Rights Full global rights Full global rights >15 CoM patents granted / allowed Pipeline discovered in - house

Selected Fibrosis Comps 34 Sources: Press Releases, Company Websites, PitchBook and Capital IQ as of September 16, 2021. 1. Data only includes recent IPOs since 2019. Public and IPO Comps Lead Program / Pre Money Val Recent Price ($) FD Equity Enterprise Company Indication Current Phase at IPO ($ mm) (1) IPO Date (1) 09/16/21 Value ($ mm)Value ($ mm) Morphic Holding, Inc. MORF-057 / Ulcerative Colitis Phase 1 $354 06/27/19 $66.79 $2,696 $2,265 Madrigal Pharmaceuticals, Inc. MGL-3196 / NASH Phase 3 80.15 1,330 1,008 FibroGen, Inc. Pamrevlumab / IPF Phase 3 11.72 1,086 722 Akero Therapeutics, Inc. AKR-001 / NASH Phase 2 341 06/20/19 23.89 877 648 Aligos Therapeutics, Inc. ALG-010133 / CHB Phase 1 430 10/16/20 16.38 722 544 Pliant Therapeutics, Inc. PLN-74809 / IPF Phase 2 423 06/03/20 19.00 700 456 Viking Therapeutics, Inc. VK2809 / NASH Phase 2 6.57 520 292 Intercept Pharmaceuticals, Inc. Obeticholic Acid / PBC Commercial 15.41 461 782 89bio, Inc. BIO89-100 / NASH Phase 2 123 11/11/19 20.06 412 242 Terns Pharmaceuticals, Inc. TERN-101 / NASH Phase 2 280 02/04/21 10.97 280 95 Vicore Pharma VP01 / IPF Phase 2 2.32 166 107 Mean $325 $841 $651 Median $347 $700 $544

Program / Product Candidate Pamrevlumab PRM - 151 Treprostinil BMS - 986278 CC - 90001 GB - 0139 PLN - 74809 Stage of Development Phase 3 Phase 3 Phase 3 Phase 2b Phase 2b Phase 2b Phase 2a Mechanistic Approach Anti - CTGF antibody Recombinant pentraxin - 2 Prostacyclin analog LPA1 antagonist JNK inhibitor Galectin - 3 inhibitor Integrin avb6/avb1 antagonist ROA, Molecule IV mAb IV biologic Inhaled small molecule Oral small molecule Oral small molecule Inhaled small molecule Oral small molecule Disease Indication(s) IPF, DMD, pancreatic cancer IPF, myelofibrosis IPF, IPF - PH, PAH PF IPF, NASH IPF IPF, PSC Comments • Currently in 2 Ph3 studies in IPF • First topline IPF results expected mid - 2023 • Topline results in IPF expected in Feb 2023 • Effective as add - on in Ph2 but not monotherapy • Approved in PAH and IPF - PH • We believe candidate unlikely to confer fibrotic benefit • Ongoing Ph2b study is enrolling both IPF and PF patients • Topline results expected May 2023 • Topline results in IPF expected Sep 2022 • Also in an ongoing Ph2b in NASH • Removed SOC add - on and high dose cohorts from Ph2b after DSMB review • Now only pursued as low - dose monotherapy • Currently in a Ph2a target engagement study and Ph2a POC efficacy study • Announced positive interim results from a Phase 2a PET imaging based clinical trial Key Competitors – IPF Includes all phase 3 programs and key phase 2 programs. 35

Program / Product Candidate Resmetirom Aramchol Lanifibranor Semaglutide Pegbelfermin Efruxifermin BIO89 - 100 Stage of Development Phase 3 Phase 3 Phase 3 Phase 3 Phase 2b Phase 2b Phase 2b Mechanistic Approach Thyroid receptor - beta agonist SCD1 inhibitor Pan - PPAR agonist GLP - 1R agonist FGF21 analog FGF21 analog FGF21 analog ROA, Molecule Oral small molecule Oral small molecule Oral small molecule SC biologic SC biologic SC biologic SC biologic Disease Indication(s) NASH, NAFLD NASH NASH, NAFLD, T2D NASH, T2D, obesity NASH, NASH cirrhosis NASH NASH, hypertriglyceri - demia Comments • Currently in NASH F2 - 3 Ph3 and NAFLD Ph3 • NASH topline results expected in Dec 2021 • Currently in NASH F2 - 3 Ph3 • Open label data readout expected Q4 2021 • Ph2 efficacy results were mixed • Initiated NASH F2 - 3 Ph3 in September 2021 • Topline results expected in 2024 • Approved for T2D and obesity • NASH Ph3 topline results expected Apr - 2028 • Compelling weight loss in T2D and obesity • In Ph2b studies for both NASH F3 and NASH cirrhosis • Topline results for both expected 2H21 • Targeting NASH F2 - 3 • Compelling efficacy in Ph2a • Demonstrated histological benefit in cirrhotics • Topline results expected Sep 2022 • Targeting NASH F2 - 3 • Compelling fat reduction benefit in Ph2a • Ph2b launched June 2021 Key Competitors – NASH 36 Includes key phase 3 and phase 2 programs.

37 Fibrosis – Cudetaxestat Non - Competitive Autotaxin Inhibitor Targeting IPF

Cudetaxestat – Well - Defined Development Pathway in Lung Fibrosis 38 IND activated by FDA Jul - 2021 Phase 1 RBA study completed • Compared solid dosage form to previous dose delivery vehicle Sep - 2021 Complete phase 1 CYP - DDI study • CYP inhibitors / inducers 4Q - 2021 Complete planned phase 1 DDI study with approved IPF therapies • Approved therapies – pirfenidone, nintedanib 1Q - 2022 Initiate planned phase 2 clinical study in IPF 1H - 2022 • Provide proof - of - concept and dose ranging for safety, dose selection, and efficacy • 48 - week study (N=160) o Interim 12 - week analysis o Interim 24 - week analysis o Study completion 1H - 2023 2H - 2023 1H - 2024 Anticipated Timing

Cudetaxestat – Potential 50x Potency Advantage vs. Ziritaxestat (GLPG - 1690) 39 * Plasma concentrations of LPC in an animal model of liver fibrosis is between 200 - 250 µM. Head - to - head clinical studies comparing cudetaxestat with currently approved or investigational therapies have not been conducte d. Above data from preclinical biochemical study. • Non - competitive inhibitor cudetaxestat shown to maintain potency in preclinical biochemical assay – Cudetaxestat expected to maintain potency in disease state – Potentially advantageous for efficacy and safety profile • 50% inhibition at 250 uM concentration of LPC* – Cudetaxestat: 8 nM – GLPG - 1690: ~400 nM (competitive inhibitor loses potency) Cudetaxestat

Cudetaxestat Displays Robust Activity ( in vivo ) on Lung Fibrosis Parameters 40 Head - to - head clinical studies comparing cudetaxestat with currently approved or investigational therapies have not been conducte d. Above data from preclinical study conducted in mouse bleomycin lung fibrosis model dosed once daily. Smooth muscle actin (SMA) gene expression Marker of myofibroblast activation Collagen 1A1 gene expression Primary component of fibrosis, produced by myofibroblasts Assembled collagen Represents advanced fibrosis One Way ANOVA vs Vehicle *: p<0.05 | ** : p<0.01 | *** : p<0.001 V e h i c l e 4 0 9 , 1 0 m g / k g 4 0 9 , 3 0 m g / k g 1 6 9 0 , 1 0 m g / k g 1 6 9 0 , 3 0 m g / k g 0 1 2 % aSMA mRNA Positive Stained Area % a S M A A r e a [ M e a n + / - S E M ] ns 033;033; ns 033; V e h i c l e 4 0 9 , 1 0 m g / k g 4 0 9 , 3 0 m g / k g 1 6 9 0 , 1 0 m g / k g 1 6 9 0 , 3 0 m g / k g 0 5 10 15 % Col1A1 mRNA Positive Stain Area % C o l 1 A 1 A r e a [ M e a n + / - S E M ] 033; 033;033;033; 033; 033;

Non - Competitive Inhibition with Cudetaxestat Achieved More Consistent Tissue Exposure ( in vivo ) in Preclinical Study 41 Head - to - head clinical studies comparing cudetaxestat with currently approved or investigational therapies have not been conducte d. Above data from preclinical mouse PK study. 1 10 100 1000 10000 100000 Cmax Cmin Cmax Cmin Cmax Cmin Cmax Cmin Plasma Liver Lung Kidney MIC 90 598ng/mL MIC 90 2210ng/mL Cudetaxestat (BLD - 0409) ng/mL or ng/gm Ziritaxestat (GLPG - 1690) ng/mL or ng/gm

Cudetaxestat (BLD - 0409) Demonstrated Robust Activity ( in vivo ) in Preclinical Study 42 Head - to - head clinical studies comparing cudetaxestat with currently approved or investigational therapies have not been conducte d. Above data from preclinical study conducted in mouse bleomycin lung fibrosis model dosed once daily. Endpoints: • LPA 18:2 in plasma, BALF, liver and kidney • Histopathology for fibrosis • Markers of fibrosis ( aSMA , Col1A1) • Biomarkers downstream of LPA receptors (exploratory)

No Drug - Drug Interaction Between Cudetaxestat and Nintedanib When Co - Administered at Steady State in Preclinical in vivo PK Study 43 Head - to - head clinical studies comparing cudetaxestat with currently approved or investigational therapies have not been conducte d. Above data from preclinical rat PK study. 0 10 20 30 0.1 1 10 100 1000 Time (h) N i n t e d a n i b M e a n P l a s m a C o n c . ( n g / m L ) Nint. D1 - Ziri Grp Nint.+Ziri. D11 Nint. D1 - Cude Grp Nint. +Cude D11 Figure A Nint . ± Cude or Ziri 0 10 20 30 10 100 1000 10000 100000 1000000 Time (h) C u d e . M e a n P l a s m a C o n c . ( n g / m L ) Day 5 Cudetaxestat Day 11 Cudetaxestat Figure B Nint . + Cude Figure C Nint .+ Ziri • Ziritaxestat (GLPG - 1690) co - administration resulted in ~1.8x increase ( Cmax , p ≤ 0.05) in plasma concentration of nintedanib (fig. A) • Nintedanib did not affect plasma concentrations of either cudetaxestat (fig. B) or ziritaxestat (fig. C)

44 Neurodegeneration – BLD - 2184 CNS - Penetrant Calpain Inhibitor for Poly - Q Neurodegenerative Conditions

Calpain Inhibitors Demonstrate Preclinical Evidence of Neuroprotective Effects 45 Novel Target for Disease Progression Calpains shown in preclinical studies to regulate formation of toxic proteins and autophagy (intracellular clearance), key components in incurable neurodegenerative Poly - Q diseases Preclinical Evidence of Neuroprotection Improvements in biomarkers, motor function and enhanced autophagy in SCA3/MJD preclinical models (mouse, zebrafish models) Development Candidate Selection Ongoing preclinical and nonclinical activities in preparation for initiating planned phase 1 study (1H - 2022)

Misfolded Proteins Trigger Progressive Neurodegenerative Diseases (e.g., Huntington’s disease, Spinocerebellar ataxia type 3 (SCA3/MJD) 46

Calpains Implicated in Progression and Autophagy of Neurodegenerative Diseases 47 Weber, 2018, Neuropharmacol . Gafni, 2002, J Neurosci . Weber, 2019 BioMed Res Int. Calpain inhibition shown in preclinical models to r educe cleavage of mutant proteins, aggregation and enhances clearance via autophagy Mutant gene w/ expanded CAG repeats Mutant protein w/ expanded poly - Q repeats CALPAIN (cleavages mutant protein and generates toxic fragments) BLD inhibitor (reduces cleavage & aggregates) Protein a ggregates (neurotoxicity) M isfolded (toxic) fragments CALPAIN (cleavages machinery and inhibit s autophagy) Lysosomal clearance ATG5 beclin - 1 LAMP A utophagy BLD inhibitor (increases autophagy) Huntington d isease (HD) HTT gene Spinocerebellar ataxia type 3 (SCA3) Machado - Joseph d isease (MJD) a nd

Calpain Inhibitors Enhance Autophagy in Preclinical Studies ( in vitro, in vivo ) 48 BLD - 2736 increases autophagic flux in zebrafish larvae ( in vivo ) Increased autophagic flux (measured as ratio of LC3 - II to LC3 - I) Increased autophagic flux as measured by LC3B - II (in presence of chloroquine, which blocks lysosomal degradation) BLD - 2184 increases autophagic flux in neuro2A cells ( in vitro )

BLD - 2184 – Development Candidate for Poly - Q Neurodegenerative Diseases 49 Neuroprotective Effects Fewer Ataxin - 3 inclusions and decreased loss of dopaminergic neurons (mutant hATXN3 lentiviral mouse model) Potent and active against cysteine proteases in preclinical models Good oral bioavailability and CNS penetration with long half - life Preclinical evidence in mouse models Attenuation of disease effects in SCA3/MJD model IND - enabling studies completed Phase 1 planned to initiate 1H - 2022

Neuroprotective Effects Demonstrated in Zebrafish Model with Calpain Inhibitor 50 Bioavailability in CNS and PNS High solubility with bioavailability demonstrated in central and peripheral nervous systems Pilot toxicology completed 7 - day pilot toxicology package completed, and p reparing for study in murine model of neurodegeneration Ready for IND - enabling studies Improved motor function (swimming) and decreased aggregates (BLD - 2736 in mutant hATXN3 zebrafish model)

EX-99.2

Exhibit 99.2

  Biotech Acquisition Company and Blade Therapeutics Definitive Merger Agreement Investor Presentation Transcript, November 2021

Slide 1 (00:00)

Michael Shleifer: Hello. Thank you for joining us. I’m Michael Shleifer, CEO and chairman of Biotech Acquisition Corporation and co-founder and managing partner of SPRIM Global Investments. I’m joined by Dr. Wendye Robbins, president and CEO of Blade Therapeutics, to discuss a proposed merger of Blade Therapeutics with Biotech Acquisition Corporation, also known as BAC.

We’re very excited about this proposed business combination and are confident in the capability of Blade to create value in the near and long term.

Slide 2 (00:28)

Please note that this presentation is neither an offering of securities nor the solicitation of a proxy vote. The information discussed in this recording is qualified in its entirety by the information in BAC’s Current Report on Form 8-K that was filed in connection with the proposed transaction, and which may be accessed on the SEC’s website. We urge the shareholders of BAC to read the Form 8-K and BAC’s other SEC filings in connection with the proposed transaction carefully because they contain important information about the proposed transaction and Blade’s business.

Additionally, during this presentation, we will make certain forward-looking statements that reflect our current views related to our future financial performance, future events, and industry and market conditions; as well as forward-looking statements related to the business combination, such as the anticipated timing, proceeds and benefits of the transaction, and statements about the potential attributes and benefits of Blade’s candidate therapies and the format and timing of Blade’s development activities and clinical trials.

Slide 3 (01:29)

These forward-looking statements are subject to risks, uncertainties and assumptions that could cause actual results to differ materially from such forward-looking statements. We strongly encourage you to review the Form 8-K that was filed in connection with the proposed transaction, along with the press release and presentation included as exhibits to the Form 8-K, and the information that BAC files with the SEC, particularly those described in the risk factors sections of BAC’s filings. BAC does not assume any obligation to update any forward-looking statements, except as required by law.

We note that the statements made regarding expected cash and equity ownership following the closing of the proposed transaction do not take into account any possible redemptions by existing BAC shareholders prior to the closing of the business combination.

Slide 4 (02:18)

Biotech Acquisition Company, or BAC, is a SPAC that completed its initial public offering in January of this year, through which it raised 230 million dollars. BAC is an affiliate of SPRIM, a global healthcare consulting and investment firm with more than 20 years of industry experience and operations in 17 countries. SPRIM’s focus is to invest in seed and early-stage biotech and digital health companies. At SPRIM, we believe that the formation of BAC was a logical way to extend the SPRIM team’s scientific and clinical expertise to later-stage companies.

BAC’s message to investors at IPO was that it is leveraging deep industry expertise to bring an important biotechnology opportunity to investors. We believe we have done this with the proposed business combination with Blade.

Slide 5 (03:10)

Blade is researching novel biological pathways foundational to cell- and tissue-damage responses. They are focused on developing potential disease-modifying therapeutics in fibrosis and neurodegeneration.

1

  Biotech Acquisition Company and Blade Therapeutics Definitive Merger Agreement Investor Presentation Transcript, November 2021

Blade’s lead program, cudetaxestat, is a non-competitive autotaxin inhibitor with differentiated preclinical and biochemical characteristics supporting a treatment profile in fibrosis. Blade also has a neurodegeneration capability targeting the role of dimeric calpains in poly-Q conditions. Blade has what we believe is a differentiated pipeline of product candidates with multiple anticipated milestones.

Again, we’re very enthusiastic about this proposed merger. I’m pleased to turn the presentation over to Wendye, who will serve as CEO for the new company. She will take you through the details of the planned path ahead. Wendye?

(04:01) Wendye Robbins: Thank you, Michael.

The team at Blade is enthusiastic, as well. We believe that Blade has industry leading capabilities in fibrosis and neurodegeneration. Our cutting-edge science has the potential to transform currently progressive, terminal fibrotic and neurodegenerative diseases into survivable conditions. These debilitating diseases currently afflict and eventually kill, unfortunately, millions of people worldwide.

Before diving into the science, I’ll begin with the financing. Our clinical-stage pipeline will be fueled by what we anticipate being a strong cash position post-transaction. This slide illustrates the financial details of the pending transaction, including the enterprise value, the SPAC capital and the PIPE investment. After paying anticipated transaction expenses and assuming no redemptions by BAC’s existing shareholders, we anticipate approximately 255 million dollars in cash to be available between BAC’s existing cash and the new proceeds from our PIPE, which will come in at approximately 24 million dollars, and before estimated transaction expenses of 25 million dollars. We plan to use cash from this merger to support clinical, manufacturing and preclinical activities for our development candidates, and for working capital and general corporate purposes. We project that these funds will enable us to achieve multiple key milestones and provide a cash runway into mid-2023. We caution you that this is an estimate only and we cannot assure you that our actual experience will not differ from this estimate.

Upon closing of the business combination, which we anticipate occurring in the first quarter of 2022, the merged company will be named Blade Biotherapeutics, Inc. The company’s common stock is expected to be listed on the Nasdaq exchange.

Slide 6 (06:00)

Today, new well-tolerated therapies that provide robust attenuation of disease progression are desperately needed. The disease burden of fibrosis and neurodegeneration is exceedingly high. Some examples include interstitial lung disease, IPF, cardiac fibrosis secondary to hypertension and coronary artery disease. Examples of neurodegenerative diseases that may be targeted by our experimental therapeutics include spinal cerebellar ataxia II, known as Machado-Joseph disease, and Huntington’s disease. These are terrible conditions that impact large and growing populations where physicians need new tools to care for their patients.

We at Blade seek to address this with a differentiated pipeline of clinical-stage investigational therapeutics. We believe our product pipeline has the potential to offer a competitive advantage against other experimental therapeutics and the few approved therapeutics.

For fibrosis, our lead asset is cudetaxestat. It binds to the enzyme autotaxin at a non-competitive or allosteric site. Autotaxin is an enzyme that plays a distinct role in fibrosis. Cudetaxestat’s non-competitive inhibition of this enzyme offers differentiating preclinical and biochemical characteristics that support the potential for a treatment profile in lung and liver fibrosis and tumors of epithelial origin. We are on track with preparations to initiate a planned phase 2 study in lung fibrosis in the first half of 2022.

Within neurodegeneration, we are pursuing a novel approach that targets the role of dimeric calpains in genetic orphan neurodegenerative conditions. Here, we are advancing a CNS-penetrant calpain inhibitor that is approaching a phase 1 study that is expected to begin in the first half of 2022.

2

  Biotech Acquisition Company and Blade Therapeutics Definitive Merger Agreement Investor Presentation Transcript, November 2021

Slide 7 (08:00)

The strategy and science underpinning this combination is informed by biopharma executives with deep experience in the research, development and launch of innovative therapies. We anticipate that the combined company will also be advised by scientific experts with deep experience in fibrosis and neurodegenerative diseases, as well as our experienced combined board of directors.

Slide 8 (08:26)

Underpinning our company and this merger is our pursuit of novel science to understand cell and tissue damage responses resulting from the deposition or buildup of proteins in fibrosis and neurodegeneration. These responses contribute to progressive diseases that, if their root causes are not addressed, may disrupt cells, tissues, and organs with deadly consequences.

Our approach centers on targeting key pathways believed to contribute to disease progression, including autotaxin/LPA and dimeric calpains.

Slide 9 (09:02)

As a result of our compelling research, Blade expects to advance a differentiated pipeline of oral, small-molecule therapies that include a non-competitive autotaxin inhibitor and inhibitors of dimeric calpains designed for potential treatment of lung, liver and cardiac fibrosis, as well as neurodegenerative diseases.

Our lead asset is cudetaxestat, a non-competitive, reversible autotaxin inhibitor that is in clinical development for idiopathic pulmonary fibrosis – or IPF. Cudetaxestat has demonstrated direct anti-fibrotic activity, differentiated preclinical and biochemical characteristics, and showed encouraging safety data to support the potential for a treatment profile in lung and liver fibrosis and oncology. We are confident about our path toward initiation of a planned phase 2 trial in IPF in the first half of 2022. I will talk more about clinical and regulatory steps we have taken to inform the intended path ahead of this clinical development program.

In neurodegeneration, we are developing BLD-2184, a novel CNS-penetrant calpain inhibitor. BLD-2184 is an investigational therapy for inherited poly-Q neurodegenerative conditions such as Huntington’s disease, Machado-Joseph disease, and other disorders including Parkinson’s disease, Lewy Body dementia and multiple system atrophy.

Importantly, we own global rights to this diversified pipeline of clinical-stage investigational medicines that modulate distinct biological pathways.

Slide 10 (10:42)

I will provide context on the leading program in our pipeline, cudetaxestat, which is a non-competitive autotaxin inhibitor that we are developing for lung fibrosis.

Slide 11 (10:54)

Autotaxin is a secreted lysophospholipase largely responsible for the extracellular production of lysophosphatidic acid – or LPA. Increased autotaxin activity levels have been detected in many inflammatory and fibro-proliferative conditions.

Inhibition of the autotaxin pathway is a clinically validated pathway, which was demonstrated through previous clinical studies of other molecules in IPF, the first fibrotic disease that Blade is researching with cudetaxestat.

Advanced fibrosis is marked by poor outcomes, high morbidity, and high mortality. In IPF, overall expected survival for patients is usually about 3-5 years following diagnosis. It is a terrible disease where patients essentially suffocate. Despite this, about 30 to 40 percent of patients on currently approved therapies for IPF discontinue treatment due to side effects.

3

  Biotech Acquisition Company and Blade Therapeutics Definitive Merger Agreement Investor Presentation Transcript, November 2021

Slide 12 (11:54)

Cudetaxestat is Blade’s most advanced development program. This investigational product is differentiated by the way that it binds to autotaxin. Cudetaxestat acts at an allosteric site to reversibly inhibit the enzyme. That’s what defines “non-competitive” inhibition.

Cudetaxestat provides distinct chemical and biological activity that separates it from other autotaxin inhibitors.

Slide 13 (12:21)

Based on biochemical and in vivo pharmacology studies, cudetaxestat is distinguished by its non-competitive, reversible, and selective inhibition of the enzyme autotaxin. This graphic explains the important distinction.

Since a competitive inhibitor competes with the substrate lysophosphatidylcholine – or LPC – for binding, the activity of a competitive inhibitor can be highly sensitive to substrate concentrations. A competitive inhibitor, therefore, loses potency under conditions of high substrate exposure, such as those found in fibrotic disease tissues.

Results from preclinical studies show that this is not the case with a non-competitive compound. Since cudetaxestat binds at a site not impacted by substrate binding, it inhibits the enzymatic activity regardless of whether or not the substrate is bound to the active site. A non-competitive inhibitor maintains its potency under high LPC concentrations such as those that are found in fibrotic tissues.

To the best of our knowledge, cudetaxestat is the first and the only non-competitive autotaxin inhibitor that is in clinical development at this time.

Slide 14 (13:44)

Autotaxin inhibition by cudetaxestat demonstrates potent and direct anti-fibrotic activity, as shown in preclinical models of fibrosis. Here we see inhibition of key gene markers of myofibroblast activation and differentiation, namely alpha smooth muscle actin and collagen 1A1. This translates into inhibition of assembled collagen, which is a hallmark of advanced fibrosis. Furthermore, consistent with the previously outlined advantages of a non-competitive inhibitor, we see a robust dose response for cudetaxestat, as tested in preclinical fibrotic disease models.

Slide 15 (14:25)

As shown in this preclinical in vivo model, twice-daily dosing of cudetaxestat also impacted several profibrotic genes, consistent with the central role that autotaxin-LPA pathway reportedly plays in fibrosis. Therapeutic targeting of IL-6 or CTGF were shown to be clinically beneficial in patients with lung fibrosis through clinical studies of other agents that either are approved or in late-stage clinical development.

Slide 16 (14:58)

Available data from a completed phase 1 clinical study in healthy volunteers showed that cudetaxestat was well tolerated with a supportive clinical safety profile. The pharmacokinetics and pharmacodynamic profile also showed good correlation. At increased doses, we saw robust and sustained reductions in the target engagement biomarker – reduction in LPA-C18-2. We also did not observe any treatment-emergent safety or SAE events at target doses.

4

  Biotech Acquisition Company and Blade Therapeutics Definitive Merger Agreement Investor Presentation Transcript, November 2021

Slide 17 (15:32)

We have also completed several in vivo and in vitro preclinical analyses that support the safety profile of cudetaxestat. In our two-species toxicology program, we did not observe any toxicology signals of concern to date. We have completed several important safety pharmacology studies, two gene toxicity studies, and comparative in vitro and in vivo CYP profiling against two approved drugs for IPF, pirfenidone and nintedanib. Based on our findings to date, we believe that it will be unlikely for interactions to occur with either of those two drugs.

Following discontinuation of Galapagos’ competitive autotaxin inhibitor, known as ziritaxestat or GLPG-1690, we took several stepwise actions to further inform how to appropriately advance our program. This included planning a clinical drug-drug interaction study – or “DDI” study – with the two FDA-approved medications for IPF – nintedanib and pirfenidone, both of which have known safety and tolerability issues.

Slide 18 (16:44)

Ahead of the planned clinical DDI study with nintedanib and pirfenidone, we wanted to assess the potential for any drug-drug interaction in preclinical in vitro and in vivo assays. Published data reported that nintedanib is a substrate for P-glycoprotein, or “P-gp.” P-gp functions as a pump to excrete certain molecules out of cells and tissues. It is essentially a biological barrier that plays a significant role in drug absorption, exposure, and disposition. Inhibition of P-gp at physiologic drug concentrations could dramatically increase the plasma exposure of nintedanib and potentially produce one type of adverse drug-drug interaction.

In a preclinical in vitro study in human hepatocyte cells, we found that cudetaxestat is neither a substrate nor an inhibitor of P-gp at concentrations that are physiologically relevant. Conversely, the study showed that ziritaxestat is both a substrate and an inhibitor of P-gp at concentrations that may be achieved in vivo.

Slide 19 (17:54)

To evaluate the potential for in vivo drug-drug interactions with nintedanib, we conducted a rat PK study. Plasma PK data of nintedanib dosed alone was compared to PK levels achieved when co-administered with either cudetaxestat or with ziritaxestat in the same animals. Results showed that ziritaxestat significantly increased the plasma exposure of nintedanib by 2-3 times, while cudetaxestat coadministration did not increase or change nintedanib exposure.

Slide 20 (18:31)

As these data show, the Cmax of nintedanib increased almost two-fold and the area-under-the-curve increased nearly three-fold when co-administered with ziritaxestat. No significant change in plasma concentration of nintedanib were seen when co-administered with cudetaxestat.

Slide 21 (18:51)

In addition to the P-gp transporter preclinical in vitro and in in vivo studies, we have taken other actions to support the intended path forward for cudetaxestat. This includes obtaining regulatory feedback from the US FDA to inform a planned phase 2 study in lung fibrosis.

After reviewing our program, the FDA recommended initiating an additional phase 1 study in healthy volunteers to assess whether cudetaxestat affects the pharmacokinetics of the two FDA-approved therapies for IPF, pirfenidone and nintedanib. This planned study in healthy volunteers is anticipated to be completed in the first quarter of 2022. It is intended to evaluate whether there are any significant alterations in PK or tolerability of either cudetaxestat, pirfenidone or nintedanib.

The data from this study are intended to give us guidance necessary to safely co-administer the currently approved IPF therapies to patients who enroll in clinical studies of cudetaxestat in IPF. This phase 1 study should inform how to best proceed into our phase 2 study in IPF, not whether to proceed.

5

  Biotech Acquisition Company and Blade Therapeutics Definitive Merger Agreement Investor Presentation Transcript, November 2021

Based on preclinical in vitro and in vivo studies that we have conducted to look at cudetaxestat and the potential for drug-drug interactions, we believe that there is low risk of potential drug-drug interactions with either nintedanib or pirfenidone.

Slide 22 (20:29)

We believe that our stepwise strategy will serve us well as we work toward final design of our planned phase 2 study in patients with IPF. This 48-week trial is planned to start in the first half of 2022, with the first interim data readout planned for the first half of 2023. We are confident about the anticipated path forward for our lead investigational medicine.

Slide 23 (20:56)

Looking at our planned development programs, in the first half of ’22 we have the potential to advance both programs into the next phase of clinical trials.

We plan to begin a phase 2 study with our lead compound cudetaxestat in patients with lung fibrosis. And, pending completion of the IND application process, we plan to start a phase 1 study of our CNS-penetrant calpain inhibitor BLD-2184 in healthy volunteers.

Slide 24 (21:26)

Over the course of the next 24 months, we have a succession of anticipated milestones in fibrosis and neurodegeneration. We are pleased to have already achieved two milestones on this list. The FDA has activated the IND for cudetaxestat, and one of our phase 1 studies evaluating cudetaxestat was recently completed. We believe that Blade is building momentum, and we are intently focused on executing activities that support these anticipated milestones.

Slide 25 (21:59)

We are confident in the potential offered by our cutting-edge science, differentiated pipeline of clinical-stage investigational medicines, and experienced leadership team. In our view, Blade has the capability to bring potentially life-changing therapeutics to patients with fibrotic and neurodegenerative diseases.

On behalf of Michael Shleifer, the teams at BAC and Blade, thank you for your consideration.

Slide 26 (22:28)

[No audio]

Slide 27 (22:33)

[No audio]

Slide 28 (22:38)

[No audio]

Slide 29 (22:43)

[No audio]

Slide 30 (22:48)

[No audio]

6

EX-99.3

Exhibit 99.3

   

Biotech Acquisition Company and Blade Therapeutics Announce Definitive Merger Agreement

● Proposed merger to create publicly traded biopharmaceutical company focused on developing cutting-edge treatments for debilitating fibrotic and neurodegenerative diseases

● Combined company expected to have post-transaction enterprise value of approximately $352.8 million

● Transaction expected to provide pro forma cash balance of approximately $254.3 million to combined company, including gross PIPE proceeds and net cash held in BAC’s trust, assuming no redemptions by BAC shareholders, and before deducting anticipated transaction expenses

● Approximately $24.3 million PIPE financing anchored by leading institutional investors, including Deerfield Management, Pfizer Ventures, Bristol Myers Squibb, MPM Capital and Osage University Partners

● Net proceeds expected to support clinical development of differentiated pipeline of oral, small-molecule investigational therapies with disease-modifying potential

● Cudetaxestat, a non-competitive autotaxin inhibitor with differentiating characteristics, expected to enter planned phase 2 clinical study in idiopathic pulmonary fibrosis in 1H-2022

● BLD-2184, a CNS-penetrant calpain inhibitor for genetic orphan neurodegenerative conditions, expected to enter planned phase 1 clinical study in 1H-2022

NEW YORK and SOUTH SAN FRANCISCO, Calif., November 8, 2021 – Biotech Acquisition Company (Nasdaq: BIOT) (“BAC”), a publicly traded special purpose acquisition company affiliated with SPRIM Global Investments, and Blade Therapeutics, Inc. (“Blade”), a biopharmaceutical company based in South San Francisco, Calif., announced today that they have entered into a definitive merger agreement. Upon the closing of the transaction, which is anticipated to occur in the first quarter of 2022, the combined company will be renamed Blade Biotherapeutics, Inc., and is expected to be listed on Nasdaq under the symbol “BBTX.” Blade and BAC’s joint investor presentation to discuss the proposed merger can be accessed via webcast by clicking here.

Michael Shleifer, Ph.D., chairman and CEO of BAC, co-founder and managing partner of SPRIM Global Investments, and a board nominee of the combined company, said, “BAC and SPRIM have leveraged deep biopharmaceutical expertise to bring an important biotechnology opportunity to investors. We believe that the proposed merger of Blade and BAC will build near- and long-term value.” 

Wendye Robbins, M.D., president and CEO of Blade and a board nominee of the combined company, said, “We view Blade’s science as world-class, with a clinical-stage pipeline targeting diseases that remain undertreated. We believe that this proposed merger will advance our mission to bring life-changing treatments to patients with devastating diseases.” 

Blade expects to advance a differentiated pipeline of oral, small-molecule therapies with disease-modifying potential that includes a non-competitive autotaxin inhibitor and inhibitors of dimeric calpains designed for the potential treatment of lung, liver and cardiac fibrosis or neurodegenerative diseases.

   

Blade’s lead investigational medicine is cudetaxestat, a non-competitive, reversible inhibitor of autotaxin that is planned to enter a phase 2 clinical study in patients with idiopathic pulmonary fibrosis in the first half of 2022. Cudetaxestat has demonstrated direct anti-fibrotic activity and differentiating preclinical and biochemical characteristics which support the potential for a treatment profile in lung and liver fibrosis. Available data from completed phase 1 studies have shown that cudetaxestat was well tolerated with a demonstrated pharmacokinetic/pharmacodynamic correlation and biomarker activity, and a supportive clinical safety profile.

In neurodegeneration, Blade’s lead product candidate is BLD-2184, a CNS-penetrant calpain inhibitor as a potential treatment option for inherited (genetic) poly-Q neurodegenerative conditions such as Huntington’s disease and spinocerebellar ataxia type 3 (SCA3 or Machado-Joseph disease) and other neurodegenerative disorders (e.g., Parkinson’s disease, Lewy body dementia, multiple system atrophy). Pending completion of the investigational new drug (IND) application process and subsequent regulatory activation of the IND, Blade plans to start a phase 1 clinical study in healthy volunteers in the first half of 2022.

Transaction Overview

The combined company is expected to have a post-transaction enterprise value of approximately $352.8 million based on an assumed 58 million shares of common stock outstanding, an illustrative price per share of $10.00, and assuming no redemptions by BAC’s existing shareholders. The transaction is expected to provide a pro forma cash balance of approximately $254.3 million to the combined company, before deducting estimated transaction expenses of $25.0 million and including an approximately $24.3 million private investment in public equity (PIPE) priced at $10.00 per share and $230.0 million of net cash held in BAC’s trust, assuming no redemptions by BAC’s existing shareholders. PIPE financing is anchored by leading institutional investors, including Deerfield Management, Pfizer Ventures, Bristol Myers Squibb, MPM Capital and Osage University Partners. As part of the transaction, the outstanding equity of Blade will be converted into equity of the combined company.

The net proceeds from the transaction are expected to be used to support clinical, manufacturing and preclinical activities for the combined company’s lead product candidates, development of additional pipeline programs, and for working capital and general corporate purposes.

The combined company will be led by experienced biopharma executives, including Wendye Robbins, M.D., as president and CEO, and Jean-Frédéric Viret, Ph.D., as CFO. Mark Timney, Blade’s current chairman of the board, will be nominated as chairman of the combined company’s board of directors.

The boards of directors of BAC and Blade have unanimously approved the proposed transaction. Completion of the transaction is subject, among other things, to shareholder approval by each of BAC and Blade as well as the satisfaction or waiver of certain other customary closing conditions. Prior to the consummation of the transaction, BAC will re-domesticate from the Cayman Islands to become a Delaware corporation.

Additional information about the merger, including a copy of the merger agreement and investor presentation, will be provided in a Current Report on Form 8-K to be filed by BAC with the SEC and will be available at the SEC’s website at www.sec.gov. Information will also be available on the websites of BAC (bioacq.com) and Blade (blademed.com).

2

   

Advisors

Barclays Capital Inc. (“Barclays”) is acting as lead PIPE placement agent and financial and capital markets advisor to Blade, and Lazard is acting as lead financial advisor to Blade. Cantor Fitzgerald & Co. (“Cantor”) is acting as co-placement agent, exclusive financial advisor and capital markets advisor to BAC. 

Latham& Watkins LLP is serving as legal advisor to Blade, Ellenoff Grossman & Schole LLP is serving as legal advisor to BAC, and Simpson Thacher & Bartlett LLP is acting as legal advisor to Barclays and Cantor in their role as placement agents for institutional investors for the PIPE.

About Biotech Acquisition Company

Biotech Acquisition Company raised $230 million in its initial public offering in January 2021. The Class A ordinary shares and warrants of BAC trade on the Nasdaq Capital Market under the symbols “BIOT” and “BIOTW,” respectively. BAC is a blank check company, incorporated as a Cayman Islands exempted company, formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or other similar business combination with one or more businesses. BAC believes that a business combination with a company focused on the healthcare sector will complement the background and expertise of SPRIM Global Investments, a global investment firm in the life sciences and healthcare industries, which is an affiliate of BAC and of several members of the management team behind BAC. BAC is led by Dr. Michael Shleifer, its CEO and chairman.

About Blade Therapeutics

Blade Therapeutics, Inc. is a biopharmaceutical company focused on developing cutting-edge treatments for debilitating, incurable fibrotic and neurodegenerative diseases that impact millions of people worldwide. The company has deep expertise in novel biological pathways – including autotaxin / LPA and calpain biology – that are foundational to cell- and tissue-damage responses resulting from protein deposition or aggregation associated with fibrotic and neurodegenerative diseases. Blade expects to advance a differentiated pipeline of oral, small-molecule therapies that include a non-competitive autotaxin inhibitor and inhibitors of dimeric calpains designed for potential treatment of lung, liver and cardiac fibrosis or neurodegenerative diseases. The company’s focused approach offers the potential to produce disease-modifying, life-saving therapies. Visit www.blademed.com for more information and follow Blade on LinkedIn.

Important Information and Where to Find It

This press release relates to a proposed merger between Blade and BAC. This press release does not constitute an offer to sell or exchange, or the solicitation of an offer to buy or exchange, any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, sale or exchange would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. In connection with the transaction described herein, BAC intends to file a registration statement on Form S-4 with the SEC, which will include a proxy statement/prospectus. Promptly after the registration statement is declared effective by the SEC, BAC will mail the definitive proxy statement/prospectus and a proxy card to each shareholder of BAC as of a record date for the meeting of BAC shareholders to be established for voting on the proposed business combination. Investors and security holders of BAC are urged to read these materials (including any amendments or supplements thereto) and any other relevant documents in connection with the transaction that BAC has filed or will file with the SEC when they become available because they will contain important information about BAC, Blade, and the transaction. The preliminary proxy statement/prospectus, the definitive proxy statement/prospectus and other relevant materials in connection with the transaction (when they become available), and any other documents filed by BAC with the SEC, may be obtained free of charge at the SEC’s website (www.sec.gov). The documents filed by BAC with the SEC also may be obtained free of charge upon written request to Biotech Acquisition Company, 545 West 25th Street, 20th Floor, New York, NY 10001.

Participants in the Solicitation

BAC and its directors and executive officers may be deemed participants in the solicitation of proxies from BAC’s shareholders with respect to the business combination and related matters. Information about BAC’s directors and executive officers and a description of their interests in BAC and the proposed transaction will be included in the proxy statement/prospectus for the proposed transaction when available and will be available free of charge at the SEC’s website (www.sec.gov).

Blade and its directors and executive officers may also be deemed to be participants in the solicitation of proxies from the shareholders of BAC in connection with the proposed business combination and related transactions. Information about Blade’s directors and executive officers and information regarding their interests in the proposed transaction will be included in the proxy statement/prospectus for the proposed transaction when available and can be obtained free of charge as described in the preceding paragraph. 

No Solicitation

This press release is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the potential transaction and shall not constitute an offer to sell or a solicitation of an offer to buy, or a recommendation to purchase any securities of BAC (the combined company) or Blade, nor shall there be any sale of any such securities, investments or other specific product in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act of 1933, as amended.

3

   

Special Note Regarding Forward-Looking Statements

Certain statements included in this press release that are not historical facts but rather are forward-looking statements. Forward-looking statements generally are accompanied by words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,” “would,” “plan,” “future,” “outlook,” and similar expressions that predict or indicate future events or trends or that are not statements of historical matters, but the absence of these words does not mean that a statement is not forward-looking. These forward-looking statements include, but are not limited to, statements regarding estimates and forecasts of other performance metrics and projections of market opportunity. These statements are based on various assumptions, whether or not identified in this press release, and on the current expectations of BAC’s and Target’s respective management and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of BAC and the Target. Some important factors that could cause actual results to differ materially from those in any forward-looking statements could include changes in domestic and foreign business, market, financial, political and legal conditions. These forward-looking statements are subject to a number of risks and uncertainties, including, the inability of the parties to successfully or timely consummate the Transaction, including the risk that any required regulatory approvals are not obtained, are delayed or are subject to unanticipated conditions that could adversely affect the Combined Entity or the expected benefits of the Transaction, if not obtained; the failure to realize the anticipated benefits of the Transaction; matters discovered by the parties as they complete their respective due diligence investigation of the other parties; the ability of BAC prior to the Business Combination, and the Combined Entity following the Business Combination, to maintain the listing of the Company’s shares on Nasdaq; costs related to the Transaction; future financial performance of the Company following the Business Combination; the ability of the Company to forecast and maintain an adequate rate of revenue growth and appropriately plan its expenses; expectations regarding future expenditures of the Company following the Business Combination; the future mix of revenue and effect on gross margins of the Company following the Business Combination; the Company’s ability to execute its business plans and strategy; the failure to satisfy the conditions to the consummation of the Transaction, including the approval of the definitive merger agreement by the shareholders of BAC, the satisfaction of the minimum cash requirements of the definitive merger agreement following any redemptions by BAC’s public shareholders; the risk that the Transaction may not be completed by the stated deadline and the potential failure to obtain an extension of the stated deadline; the inability to complete a PIPE transaction; the outcome of any legal proceedings that may be instituted against BAC or the Target related to the Transaction; the attraction and retention of qualified directors, officers, employees and key personnel of BAC and the Target prior to the Business Combination, and the Company following the Business Combination; the ability of the Company to compete effectively in a highly competitive market; neither BAC nor the Target are currently generating revenues and there can be no assurance that following the Business Combination, the Company will ever achieve revenues or profitability; the ability to protect and enhance the Target’s respective corporate reputation and brand; the impact from future regulatory, judicial, and legislative changes in the Target’s or the Company’s industry; the timing, costs, conduct, and outcome of clinical trials and future preclinical studies and clinical trials, including the timing of the initiation and availability of data from such trials; the timing and likelihood of regulatory filings and approvals for product candidates; whether regulatory authorities determine that additional trials or data are necessary in order to obtain approval; the potential market size and the size of the patient populations for product candidates, if approved for commercial use, and the market opportunities for product candidates; the ability to locate and acquire complementary products or product candidates and integrate those into the Company’s business; and, the uncertain effects of the COVID-19 pandemic; and those factors set forth in documents of BAC filed, or to be filed, with SEC. The foregoing list of risks is not exhaustive.

If any of these risks materialize or our assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that neither BAC nor the Target presently know or that BAC and the Target currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect BAC’s and the Target’s current expectations, plans and forecasts of future events and views as of the date of this press release. BAC and the Target anticipate that subsequent events and developments will cause BAC’s and the Target’s assessments to change. However, while BAC and the Target may elect to update these forward-looking statements at some point in the future, BAC and the Target specifically disclaim any obligation to do so. These forward-looking statements should not be relied upon as representing BAC’s or the Target’s assessments as of any date subsequent to the date of this press release. Accordingly, undue reliance should not be placed upon the forward-looking statements.

Contacts

Media Relations

Michael Blash	Luke Heagle
mblash@blademed.com	lheagle@realchemistry.com
+1-650-453-0632	+1-910-691-5764

Investors Relations

Krishna Gorti, M.D.

kgorti@blademed.com

+1-973-570-9438

4

XML

Cover	Nov. 08, 2021
Document Type	8-K
Amendment Flag	false
Document Period End Date	Nov. 08, 2021
Entity File Number	001-39935
Entity Registrant Name	BIOTECH ACQUISITION COMPANY
Entity Central Index Key	0001825413
Entity Tax Identification Number	00-0000000
Entity Incorporation, State or Country Code	E9
Entity Address, Address Line One	545 West 25th Street
Entity Address, Address Line Two	20th Floor
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10001
City Area Code	(212)
Local Phone Number	227-1905
Written Communications	true
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Class A ordinary shares included as part of the units
Title of 12(b) Security	Class A ordinary shares included as part of the units
Trading Symbol	BIOT
Security Exchange Name	NASDAQ