Exhibit
10.8


 


[  
], 2022


 


PRIVATE
UNIT SUBSCRIPTION AGREEMENT 


BETWEEN
THE REGISTRANT AND THE SPONSOR


 


Biotech
Group Acquisition Corporation


2400
Barranca Pkwy, Suite 300


Irvine,
CA 92606


 


Ladies
and Gentlemen:


 


Biotech
Group Acquisition Corporation (the “Company”), a blank check company formed for the purpose of acquiring one or more
businesses or entities (a “Business Combination”), intends to register its securities under the Securities Act of
1933, as amended (“Securities Act”), in connection with its initial public offering (“IPO”), pursuant
to a registration statement on Form S-1 (“Registration Statement”).


 


The
undersigned hereby commits that it will purchase 510,000 units (or up to 562,500 units if the over-allotment option is exercised in full
by the underwriters) of the Company (“Private Units”), each Private Unit consisting of one share of Class A common
stock of the Company, par value $0.0001 per share (the “Class A Common Stock”), and one redeemable warrant, with each
warrant to acquire one share of Class A Common Stock (each a “Warrant”), at $10.00 per Private Unit, for a purchase
price of $5,100,000 (or up to $5,625,000 if the over-allotment option is exercised in full by the underwriters) (the “Private
Unit Purchase Price”).


 


At
least twenty-four (24) hours prior to the effective date of the Registration Statement, the undersigned will cause the Private Unit Purchase
Price to be delivered to the Company by wire transfer as set forth in the instructions attached as Exhibit A to hold in a non-interest
bearing account until the Company consummates the IPO.


 


The
consummation of the purchase and issuance of the Private Units shall occur simultaneously with the consummation of the IPO. Simultaneously
with the consummation of the IPO, the Company shall deposit the Private Unit Purchase Price, without interest or deduction, into the
trust fund (“Trust Fund”) established by the Company for the benefit of the Company’s public shareholders as
described in the Registration Statement. If the Company does not complete the IPO within ten (10) days from the date of this letter,
the Private Unit Purchase Price (without interest or deduction) will be returned to the undersigned.


 


The
Private Units will be identical to the units to be sold by the Company in the IPO. Additionally, the undersigned agrees:


 


	 	●	to
    vote the shares of Class A Common Stock included in the Private Units in favor of any proposed Business Combination;


 


	 	●	not to propose, or vote
    in favor of, an amendment to the Company’s Amended and Restated Certificate of Incorporation that would affect the substance
    or timing of the Company’s obligation to redeem 100% of the Company’s shares of Class A Common Stock sold in the IPO
    if the Company does not complete an initial Business Combination within 12 months from the closing of the IPO (or up to 15 months
    or 18 months, as applicable), unless the Company provides the holders of shares of Class A Common Stock sold in the IPO with the
    opportunity to redeem their shares of Class A Common Stock upon approval of any such amendment at a per-share price, payable in cash,
    equal to the aggregate amount of the Trust Fund, including interest earned on Trust Fund and not previously released to the Company
    to pay the Company’s franchise and income taxes, divided by the number of then outstanding shares of Class A Common Stock sold
    in the IPO;


 






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	 	●	not to convert any shares
    of Class A Common Stock included in the Private Units into the right to receive cash from the Trust Fund in connection with a shareholder
    vote to approve either a Business Combination or an amendment to the provisions of the Company’s Amended and Restated Certificate
    of Incorporation, and not to tender the Private Units in connection with a tender offer conducted prior to the closing of a Business
    Combination;


 


	 	●	the undersigned will not
    participate in any liquidation distribution with respect to the Private Units (but will participate in liquidation distributions
    with respect to any units or shares of Class A Common Stock purchased by the undersigned in the IPO or in the open market) if the
    Company fails to consummate a Business Combination;


 


	 	●	the Private Units will
    include any additional terms or restrictions as is customary in other similarly structured blank check company offerings or as may
    be reasonably required by the underwriters in the IPO in order to consummate the IPO, each of which will be set forth in the Registration
    Statement.


 


Further,
the undersigned agrees that its Private Units, and any underlying securities are not transferable or salable until 30 days after the
completion of the Company’s initial Business Combination, except in each case (a) to the Company’s officers or directors,
any affiliates or family members of any of the Company’s officers or directors, any affiliate of the undersigned, any members of
the undersigned, or any of their affiliates, officers, directors, direct and indirect equity holders, (b) in the case of an individual,
by gift to a member of the individual’s immediate family, to a trust, the beneficiary of which is a member of the individual’s
immediate family or an affiliate of such person, or to a charitable organization; (c) in the case of an individual, by virtue of laws
of descent and distribution upon death of the individual; (d) in the case of an individual, pursuant to a qualified domestic relations
order; (e) by private sales or transfers made in connection with the consummation of a Business Combination at prices no greater than
the price at which the securities were originally purchased; (f) in the event of the Company’s liquidation prior to the completion
of the Company’s initial Business Combination; or (g) by virtue of the laws of Cayman Islands or the undersigned’s limited
liability company agreement upon dissolution of the undersigned, provided, however, that in the case of clauses (a) through (e), or (g)
these permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictions.


 


The
undersigned acknowledges and agrees that the purchaser of the Private Units will execute agreements in form and substance typical for
transactions of this nature necessary to effectuate the foregoing agreements and obligations prior to the consummation of the IPO as
are reasonably acceptable to the undersigned, including but not limited to an insider letter.


 






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The
undersigned hereby represents and warrants that:


 


	 	(a)	it has been advised that
    the Private Units have not been registered under the Securities Act;


 


	 	(b)	it will be acquiring the
    Private Units for its account for investment purposes only;


 


	 	(c)	it has no present intention
    of selling or otherwise disposing of the Private Units in violation of the securities laws of the United States;


 


	 	(d)	it has had both the opportunity
    to ask questions and receive answers from the officers and directors of the Company and all persons acting on its behalf concerning
    the terms and conditions of the offer made hereunder;


 


	 	(e)	it is familiar with the
    proposed business, management, financial condition and affairs of the Company;


 


	 	(f)	it has full power, authority
    and legal capacity to execute and deliver this letter and any documents contemplated herein or needed to consummate the transactions
    contemplated in this letter; and


 


	 	(g)	this letter constitutes
    its legal, valid and binding obligation, and is enforceable against it.


 


This
letter agreement constitutes the entire agreement between the undersigned and the Company with respect to the purchase of the Private
Units, and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral,
with respect to the same.


 


[signature
page follows]


 




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	 	Very truly yours,
	 	 
	 	Biotech Group Acquisition Sponsor LLC
	 	 	 
	 	By:	 
	 	Name: 	Shu-Lan Liu
	 	Title:	Manager


 


Accepted
and Agreed:


 


Biotech
Group Acquisition Corporation


 


	By:	 	 
	 	Name: 	Yiru (Melody) Shi	 
	 	Title:	CEO and Chairwoman	 


 


[signature
page to subscription agreement with Sponsor – Biotech Group Acquisition Corporation]


 




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Exhibit
A


 


Wire
Instructions


 


Bank
Name:


Bank Address:


Account
Name:


Account
Number:


Routing/ABA
Number (Domestic Wires):


Swift
Code (Foreign Wire):


Note:


 


 


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