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”);


 






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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.


 






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“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.


 






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“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.


 






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“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.





 






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“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.


 






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“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.


 






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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.


 






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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.


 






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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.


 






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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;


 






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(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.


 






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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.


 






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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.


 






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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;


 






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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.


 






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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.


 






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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.


 






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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.


 






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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.


 






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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.


 






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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.


 






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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.

 






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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


 






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		(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.


 






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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.


 






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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: