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. 


 










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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;


 






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(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.


 






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(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.


 






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(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 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 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


 






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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.


 






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(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]


 




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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
	[●]	 	[●]	 	[●]	 	[●]	 	[●]