Exhibit 10.1


 


Execution Version


 


FORM OF VOTING AGREEMENT


 


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



 


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


 


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


 


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


 


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


 


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


 






     


     


    

 


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


 


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


 


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


 


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


 


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


 


(iii) in
opposition of:


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


3. Other
Covenants. 


 


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


 






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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 






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


 


5. Miscellaneous.


 


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


 






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


 


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


 


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


 


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


 


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


 






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


 


	 	
    If to the Acquiror, to:

     

    Biotech Acquisition Company

    545 West 25th Street, 20th Floor

    New York, NY 10001

    Attn: Ivan Jarry, Chief Operating Officer

    Telephone No.: (415) 994-6363

    Email: ivan.jarry@sprim.net

     

    with copies (which will not constitute notice) to:

    Ellenoff Grossman & Schole LLP

    1345 Avenue of the Americas, 11th Floor

    New York, NY 10105

    Attn: Matthew A. Gray, Esq.

    Email: mgray@egsllp.com
	 
	 	
    If to Blade, to:

     

    Blade Therapeutics, Inc.

    442 Littlefield Avenue 

    South San Francisco, CA 94080

    Attn: Dr. Wendye R. Robbins, CEO;

    Jean- Frédéric Viret, CFO

    Email: wrobbins@blademed.com;

    jviret@blademd.com

     

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

     

    Latham & Watkins LLP

    140 Scott Drive

    Menlo Park, CA 94025

    Attn: Mark V. Roeder; Brian D. Paulson

    Email: mark.roeder@lw.com;

    brian.paulson@lw.com

     
	 
	If
to Holder, to: the address set forth under Holder’s name on the signature page hereto, with a copy (which will not constitute
notice) to, if not the party sending the notice, each of Blade and the Acquiror (and each of their copies for notices hereunder).

	 	 	 


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


[Remainder of Page Intentionally Left Blank;
Signature Page Follows]


 




    9


     


    

 


IN WITNESS WHEREOF, the parties have executed
this Voting Agreement as of the date first written above.


 


	 	The Acquiror:
	 	 
	 	BIOTECH ACQUISITION COMPANY
	 	 
	 	By:	             
	 	Name:   	 
	 	Title: 	 
	 	 
	 	Blade:
	 	 
	 	BLADE THERAPEUTICS, INC.
	 	 
	 	By:	 
	 	Name: 	 
	 	Title:  	 


 




     


     


    

 


IN WITNESS WHEREOF, the parties have executed
this Voting Agreement as of the date first written above.


 


	 	HOLDER:
	 	 
	 	 
	 	


 









     


     


    

 




Exhibit A


 


Shares


 


	Blade Common Stock	Blade Series A Preferred Stock	Blade Series B Preferred Stock	Blade Series C Preferred Stock	Blade Series C-1 Preferred Stock
	[●]	[●]	[●]	[●]	[●]