Exhibit 4.4


 


WARRANT AGREEMENT


 


This WARRANT AGREEMENT (this
“Agreement”) is made as of [●], 2022 between Biotech Group Acquisition Corporation, a Delaware corporation,
with offices at 2400 Barranca Pkwy, Suite 300, Irvine, CA 92606 (“Company”), and Continental Stock Transfer & Trust
Company, a New York company, with offices at 1 State Street, 30th Floor, New York, NY 10004, as warrant agent (“Warrant
Agent”).


 


WHEREAS, the Company is engaged
in a public offering (the “Public Offering”) of up to 10,000,000 units (including 1,500,000 units which may be issued
pursuant to an overallotment option granted to the underwriters of the Public Offering), each unit (the “Units”) comprised
of one share of Class A common stock of the Company, par value $0.0001 per share (“Class A Common Stock”) and one (1)
warrant (“Public Warrants”), where each warrant entitles the holder to purchase one share of Class A Common Stock at
a price of $11.50 per share, subject to adjustment as described herein, and in connection therewith, will issue and deliver up to 11,500,000
warrants (the “Public Warrants”) to the public investors in connection with the Public Offering; and


 


WHEREAS, the Company has filed
with the Securities and Exchange Commission (the “SEC”) a Registration Statement on Form S-1, No. 333-[●]
(“Registration Statement”) and prospectus (“Prospectus”), for the registration, under the Securities
Act of 1933, as amended (“Securities Act”) of, among other securities, the Public Warrants; and


 


WHEREAS, the Company has received
binding commitments (“Subscription Agreements”) from the Company’s sponsor, Biotech Group Acquisition Sponsor
LLC (the “Sponsor”), simultaneously with the closing of the Public Offering, up to an aggregate of 510,000 units (or
up to 562,500 units if the over-allotment option is exercised in full or in part) (the “Private Units”) at a price
of $10.00 per Private Unit. Each Private Unit comprised of one share of Class A Common Stock and one-half of one warrant (a whole warrant
of each such warrant, a “Private Warrant” and collectively, the “Private Warrants”). Each whole
Private Warrant entitles the holder to purchase one share of Class A Common Stock at a price of $11.50 per share, bearing the legend set
forth in Exhibit B hereto; and


 


WHEREAS, the Company may issue
up to an additional 300,000 units (the “Working Capital Units” and together with the Public Units and the Private Units,
the “Units”) at a price of $10.00 per Working Capital Unit, with each Working Capital unit consisting of one shares
of Class A Common Stock and one (1) warrant (each such warrant, a “Working Capital Warrant”, collectively, “Working
Capital Warrants”, and together with the Private Warrants, the Public Warrants, the “Warrants”), in satisfaction
of certain working capital loans made by the Company’s officers, directors, initial stockholders and their affiliates; and


 


WHEREAS, the Company desires
the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing to so act, in connection with the issuance, registration,
transfer, exchange, redemption, and exercise of the Warrants; and


 


WHEREAS, the Company desires
to provide for the form and provisions of the Warrants, the terms upon which they shall be issued and exercised, and the respective rights,
limitation of rights, and immunities of the Company, the Warrant Agent, and the holders of the Warrants; and


 




     


     


    

 


WHEREAS, all acts and things
have been done and performed which are necessary to make the Warrants, when executed on behalf of the Company and countersigned by or
on behalf of the Warrant Agent, as provided herein, the valid, binding, and legal obligations of the Company, and to authorize the execution
and delivery of this Agreement.


  


NOW, THEREFORE, in consideration
of the mutual agreements herein contained, the parties hereto agree as follows:


 


1. Appointment of
Warrant Agent. The Company hereby appoints the Warrant Agent to act as agent for the Company for the Warrants, and the Warrant Agent
hereby accepts such appointment and agrees to perform the same in accordance with the terms and conditions set forth in this Agreement.


 


2. Warrants.


 


2.1. Form of Warrant.
Each Warrant shall be issued in registered form only, shall be in substantially the form of Exhibit A hereto, the provisions of which
are incorporated herein and shall be signed by, or bear the facsimile signature of, the Chairman of the Board of Directors or Chief Executive
Officer and Treasurer, Secretary or Assistant Secretary of the Company. In the event the person whose facsimile signature has been placed
upon any Warrant shall have ceased to serve in the capacity in which such person signed the Warrant before such Warrant is issued, it
may be issued with the same effect as if he or she had not ceased to be such at the date of issuance.


 


2.2. Uncertificated
Warrants. Notwithstanding anything herein to the contrary, any Warrant, or portion thereof, may be issued as part of, and be represented
by, a Unit, and any Warrant may be issued in uncertificated or book-entry form through the Warrant Agent and/or the facilities of The
Depository Trust Company (the “Depositary”) or other book-entry depositary system, in each case as determined by the
Board of Directors of the Company or by an authorized committee thereof. Any Warrant so issued shall have the same terms, force and effect
as a certificated Warrant that has been duly countersigned by the Warrant Agent in accordance with the terms of this Agreement.


 


2.3. Effect of Countersignature.
Except with respect to uncertificated Warrants as described above, unless and until countersigned by the Warrant Agent pursuant to this
Agreement, a Warrant shall be invalid and of no effect and may not be exercised by the holder thereof.


 


2.4. Registration.


 


2.4.1. Warrant
Register. The Warrant Agent shall maintain books (“Warrant Register”) for the registration of original issuance
and the registration of transfer of the Warrants. Upon the initial issuance of the Warrants, the Warrant Agent shall issue and register
the Warrants in the names of the respective holders thereof in such denominations and otherwise in accordance with instructions delivered
to the Warrant Agent by the Company.


 


2.4.2. Registered
Holder. Prior to due presentment for registration of transfer of any Warrant, the Company and the Warrant Agent may deem and treat
the person in whose name such Warrant is then registered in the Warrant Register (“registered holder”) as the absolute
owner of such Warrant and of each Warrant represented thereby (notwithstanding any notation of ownership or other writing on the Warrant
certificate made by anyone other than the Company or the Warrant Agent), for the purpose of any exercise thereof, and for all other purposes,
and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary.


 




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2.5. Detachability
of Warrants. The securities comprising the Units will not be separately transferable until the 52nd business day following
the date of the Prospectus or, if such 52nd business day is not on a day, other than a Saturday, Sunday or federal holiday,
on which banks in New York City are generally open for normal business (a “Business Day”), then on the immediately
succeeding Business Day following such date, or earlier with the EF Hutton, division of Benchmark Investments, LLC, (the “Representative”),
but in no event will the Representative allows separate trading of the securities comprising the Units until (i) the Company has
filed a Current Report on Form 8-K which includes an audited balance sheet reflecting the receipt by the Company of the gross
proceeds of the Public Offering including the proceeds received by the Company from the exercise of the underwriters’ over-allotment
option in the Public Offering, if the over-allotment option is exercised prior to the filing of the Form 8-K, and (ii) the
Company has issued a press release and has filed a Current Report on Form 8-K announcing when such separate trading shall begin (the
“Detachment Date”).


 


2.6. Private Warrant
and Working Capital Warrant Attributes. The Private Warrants and Working Capital Warrants will be identical to the Public Warrants. 


 


3. Terms and Exercise
of Warrants


 


3.1. Warrant Price.
Each Warrant shall, when countersigned by the Warrant Agent (except with respect to uncertificated Warrants), entitle the registered holder
thereof, subject to the provisions of such Warrant and of this Agreement, to purchase from the Company the number of shares of Class A
Common Stock stated therein, at the price of $11.50 per share, subject to the adjustments provided in Section 4 hereof and in the
last sentence of this Section 3.1. The term “Warrant Price” as used in this Agreement refers to the price per share at
which the shares of Class A Common Stock may be purchased at the time a Warrant is exercised. The Company in its sole discretion may lower
the Warrant Price at any time prior to the Expiration Date (as defined below) for a period of not less than twenty (20) Business
Days; provided, that the Company shall provide at least twenty (20) days’ prior written notice of such reduction to registered
holders of the Warrants and, provided further that any such reduction shall be applied consistently to all of the Warrants.


 


3.2. Duration of Warrants.
A Warrant may be exercised only during the period (a) commencing on the later of: (i) 30 days after the consummation by the Company of
a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with
one or more businesses or entities (“Business Combination”) (as described more fully in the Registration Statement),
and (ii) the date that is twelve (12) months from the date of the closing of the Public Offering, and (b) terminating at 5:00 p.m., New
York City time on the earlier to occur of (i) the date that is five (5) years after the date on which the Company consummates a Business
Combination, (ii) at 5:00 p.m., New York City time on the Redemption Date as provided in Section 6.2 of this Agreement and (iii) the
liquidation of the Trust Account (defined below) (“Expiration Date”). The period of time from the date the Warrants
will first become exercisable until the expiration of the Warrants shall hereafter be referred to as the “Exercise Period.”
Except with respect to the right to receive the Redemption Price (as set forth in Section 6 hereunder), as applicable, each outstanding
Warrant not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof
under this Agreement shall cease at the close of business on the Expiration Date. The Company in its sole discretion may extend the duration
of the Warrants by delaying the Expiration Date; provided, however, that the Company will provide at least twenty (20) days’
prior written notice of any such extension to registered holders and, provided further that any such extension shall be applied consistently
to all of the Warrants. Notwithstanding anything to the contrary contained herein, for so long as any Private Warrant is held by the Sponsor
and/or its designees, such Private Warrant may not be exercised after five years from the effective date of the Registration Statement.


 




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3.3. Exercise of Warrants.


 


3.3.1. Payment.
Subject to the provisions of the Warrant and this Agreement, a Warrant, when countersigned by the Warrant Agent, may be exercised by the
registered holder thereof by surrendering it, at the office of the Warrant Agent, or at the office of its successor as Warrant Agent,
in the Borough of Manhattan, City and State of New York, with the subscription form, as set forth in the Warrant, duly executed, and by
paying in full the Warrant Price for each shares of Class A Common Stock as to which the Warrant is exercised and any and all applicable
taxes due in connection with the exercise of the Warrant, as follows:


 


(a) in lawful money
of the United States, by good certified check or good bank draft payable to the order of the Warrant Agent or wire transfer;


 


(b) in the event
of a redemption pursuant to Section 6.1 hereof in which the Company’s management has elected to force all holders of Warrants
to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number of shares of Class A Common
Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Class A Common Stock underlying the Warrants,
multiplied by the difference between the Warrant Price and the “Fair Market Value” (defined below) by (y) the Fair Market
Value. Solely for purposes of this Section 3.3.1(b), the “Fair Market Value” shall mean the average last reported sale
price of Class A Common Stock for the ten (10) trading days ending on the third trading day prior to the date on which the notice
of redemption is sent to holders of the Warrants pursuant to Section 6 hereof; or


  


(c) as provided
in Section 7.4 hereof.


 


3.3.2. Issuance
of Shares of Class A Common Stock. As soon as practicable after the exercise of any Warrant and the clearance of the funds in payment
of the Warrant Price (if any), the Company shall issue to the registered holder of such Warrant a certificate or certificates, or book
entry position, for the number of shares of Class A Common Stock to which he, she or it is entitled, registered in such name or names
as may be directed by him, her or it, and if such Warrant shall not have been exercised in full, a new countersigned Warrant, or book
entry position, for the number of shares as to which such Warrant shall not have been exercised. Notwithstanding the foregoing, in no
event will the Company be required to net cash settle the Warrant exercise. No Warrant shall be exercisable for cash and the Company shall
not be obligated to issue shares of Class A Common Stock upon exercise of a Warrant unless the shares of Class A Common Stock issuable
upon such Warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of
the registered holder of the Warrants. In the event that the condition in the immediately preceding sentence is not satisfied with respect
to a Warrant, the holder of such Warrant shall not be entitled to exercise such Warrant for cash and such Warrant may have no value and
expire worthless, in which case the purchaser of a Unit containing such Warrants shall have paid the full purchase price for the Unit
solely for the shares of Class A Common Stock underlying such Unit. Warrants may not be exercised by, or securities issued to, any registered
holder in any state in which such exercise or issuance would be unlawful.


 




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3.3.3. Valid
Issuance. All shares of Class A Common Stock issued upon the proper exercise of a Warrant in conformity with this Agreement shall
be validly issued, fully paid and nonassessable.


 


3.3.4. Date
of Issuance. Each person in whose name any book entry position or certificate for shares of Class A Common Stock is issued shall for
all purposes be deemed to have become the holder of record of such shares on the date on which the Warrant, or book entry position representing
such Warrant, was surrendered and payment of the Warrant Price was made, irrespective of the date of delivery of such certificate, except
that, if the date of such surrender and payment is a date when the share transfer books of the Company or book entry system of the Warrant
Agent are closed, such person shall be deemed to have become the holder of such shares at the close of business on the next succeeding
date on which the share transfer books or book entry system are open.


 


3.3.5 Maximum
Percentage. A holder of a Warrant may notify the Company in writing in the event it elects to be subject to the provisions contained
in this subsection 3.3.5; however, no holder of a Warrant shall be subject to this subsection 3.3.5 unless he, she or it makes such election.
If the election is made by a holder, the Warrant Agent shall not cause the exercise of the holder’s Warrant, and such holder shall
not have the right to exercise such Warrant, to the extent that after giving effect to such exercise, such person (together with such
person’s affiliates), to the Warrant Agent’s actual knowledge, would beneficially own in excess of 9.8% (the “Maximum
Percentage”) of the shares of Class A Common outstanding immediately after giving effect to such exercise. For purposes of the
foregoing sentence, the aggregate number of shares of Class A Common Stock beneficially owned by such person and its affiliates shall
include the number of shares of Class A Common Stock issuable upon exercise of the Warrant with respect to which the determination of
such sentence is being made, but shall exclude shares of Class A Common Stock that would be issuable upon (x) exercise of the remaining,
unexercised portion of the Warrant beneficially owned by such person and its affiliates and (y) exercise or conversion of the unexercised
or unconverted portion of any other securities of the Company beneficially owned by such person and its affiliates (including, without
limitation, any convertible notes or convertible preferred stock or warrants) subject to a limitation on conversion or exercise analogous
to the limitation contained herein. Except as set forth in the preceding sentence, for purposes of this paragraph, beneficial ownership
shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
For purposes of the Warrant, in determining the number of outstanding shares of Class A Common Stock, the holder may rely on the number
of outstanding shares of Class A Common Stock as reflected in (1) the Company’s most recent annual report on Form 10-K, quarterly
report on Form 10-Q, current report on Form 8-K or other public filing with the SEC as the case may be, (2) a
more recent public announcement by the Company or (3) any other notice by the Company or the Warrant Agent setting forth the number
of shares of Common Stock outstanding. For any reason at any time, upon the written request of the holder of the Warrant, the Company
shall, within two (2) Business Days, confirm orally and in writing to such holder the number of shares of Class A Common Stock then
outstanding. In any case, the number of outstanding shares of Class A Common Stock shall be determined after giving effect to the conversion
or exercise of equity securities of the Company by the holder and its affiliates since the date as of which such number of outstanding
shares of Common Stock was reported. By written notice to the Company, the holder of a Warrant may from time to time increase or decrease
the Maximum Percentage applicable to such holder to any other percentage specified in such notice; provided, however, that any such increase
shall not be effective until the sixty-first (61st) day after such notice is delivered to the Company.


 




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4. Adjustments.


 


4.1. Stock Dividends;
Split Ups. If after the date hereof, and subject to the provisions of Section 4.6 below, the number of outstanding shares of
Class A Common Stock is increased by a stock dividend payable in Class A Common Stock, or by a split up of Class A Common Stock, or other
similar event, then, on the effective date of such stock dividend, split up or similar event, the number of shares of Class A Common Stock
issuable on exercise of each Warrant shall be increased in proportion to such increase in outstanding shares of Class A Common Stock.


 


4.2. Aggregation of
Shares. If after the date hereof, the number of outstanding shares of Class A Common Stock is decreased by a consolidation, combination,
reverse stock split or reclassification of shares of Class A Common Stock or other similar event, then, on the effective date of such
consolidation, combination, reverse stock split, reclassification or similar event, the number of shares of Class A Common Stock issuable
on exercise of each Warrant shall be decreased in proportion to such decrease in outstanding shares of Class A Common Stock.


 


4.3 Extraordinary
Dividends. If the Company, at any time while the Warrants are outstanding and unexpired, shall pay a dividend or make a distribution
in cash, securities or other assets to the holders of the shares of Class A Common Stock or other shares of the Company’s capital
stock into which the Warrants are convertible (an “Extraordinary Dividend”), then the Warrant Price shall be decreased,
effective immediately after the effective date of such Extraordinary Dividend, by the amount of cash and the fair market value (as determined
by the Company’s Board of Directors, in good faith) of any securities or other assets paid in respect of such Extraordinary Dividend
divided by all outstanding shares of the Company at such time (whether or not any shareholders waived their right to receive such dividend);
provided, however, that none of the following shall be deemed an Extraordinary Dividend for purposes of this provision: (a) any adjustment
described in subsection 4.1 above, (b) any cash dividends or cash distributions which, when combined on a per share basis with all
other cash dividends and cash distributions paid on the shares of Class A Common Stock during the 365-day period ending on the
date of declaration of such dividend or distribution does not exceed $0.50 per share (taking into account all of the outstanding shares
of the Company at such time (whether or not any shareholders waived their right to receive such dividend) and as adjusted to appropriately
reflect any of the events referred to in other subsections of this Section 4 and excluding cash dividends or cash distributions that
resulted in an adjustment to the Warrant Price or to the number of shares of Class A Common Stock issuable on exercise of each Warrant)
but only with respect to the amount of the aggregate cash dividends or cash distributions equal to or less than $0.50, (c) any payment
to satisfy the conversion rights of the holders of the shares of Class A Common Stock in connection with a proposed initial Business Combination
or certain amendments to the Company’s Amended and Restated Certificate of Incorporation (as described in the Registration Statement)
or (d) any payment in connection with the Company’s liquidation and the distribution of its assets upon its failure to consummate
a Business Combination. Solely for purposes of illustration, if the Company, at a time while the Warrants are outstanding and unexpired,
pays a cash dividend of $0.35 and previously paid an aggregate of $0.40 of cash dividends and cash distributions on the shares of Class
A Common Stock during the 365-day period ending on the date of declaration of such $0.35 dividend, then the Warrant Price will
be decreased, effectively immediately after the effective date of such $0.35 dividend, by $0.25 (the absolute value of the difference
between $0.75 (the aggregate amount of all cash dividends and cash distributions paid or made in such 365-day period, including
such $0.35 dividend) and $0.50 (the greater of (x) $0.50 and (y) the aggregate amount of all cash dividends and cash distributions
paid or made in such 365-day period prior to such $0.35 dividend)). Furthermore, solely for the purposes of illustration, if
following the closing of the Company’s initial Business Combination, there were 100,000,000 shares outstanding and the Company paid
a $1.00 dividend to 17,500,000 of such shares (with the remaining 82,500,000 shares waiving their right to receive such dividend), then
no adjustment to the Warrant Price would occur as a $17.5 million dividend payment divided by 100,000,000 shares equals $0.175 per share
which is less than $0.50 per share.


 




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4.4 Adjustments in
Exercise Price. Whenever the number of shares of Class A Common Stock purchasable upon the exercise of the Warrants is adjusted, as
provided in Sections 4.1 and 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately
prior to such adjustment by a fraction (x) the numerator of which shall be the number of shares of Class A Common Stock purchasable
upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of Class
A Common Stock so purchasable immediately thereafter.


 


4.5. Replacement of
Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding shares of Class A Common
Stock (other than a change covered by Section 4.1, 4.2 or 4.3 hereof or that solely affects the par value of Class A Common Stock),
or in the case of any merger or consolidation of the Company with or into another corporation (other than a consolidation or merger in
which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding
shares of Class A Common Stock), or in the case of any sale or conveyance to another corporation or entity of the assets or other property
of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the Warrant holders shall
thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu
of the shares of Class A Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights
represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification,
reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the Warrant holder would have
received if such Warrant holder had exercised his, her or its Warrant(s) immediately prior to such event. If any reclassification also
results in a change in the shares of Class A Common Stock covered by Section 4.1, 4.2 or 4.3, then such adjustment shall be made
pursuant to Sections 4.1, 4.2, 4.3, 4.4 and this Section 4.5. The provisions of this Section 4.5 shall similarly apply to successive
reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no event will the Warrant Price be reduced
to less than the par value per share issuable upon exercise of the Warrant. Notwithstanding anything to the contrary herein, in the event
of any tender offer for shares of Class A Common Stock, the offeror shall not make any tender offer for Warrants if the effect of such
offer would be to require the Warrants to be accounted for as liabilities under applicable accounting principles.


 




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4.6. Issuance in connection
with a Business Combination. If, in connection with a Business Combination, the Company (a) issues additional shares of Class A Common
Stock or equity-linked securities at an issue price or effective issue price of less than $9.20 per share (with such issue price or effective
issue price as determined by the Company’s Board of Directors, in good faith, and in the case of any such issuance to the Company’s
initial stockholders, or their affiliates, without taking into account any founders’ shares held by them prior to such issuance),
(b) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available
for the funding of the Business Combination on the date of the consummation of such Business Combination (net of redemptions), and (c)
the Fair Market Value (as defined below) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest
cent) to be equal to 115% of the greater of (i) the Fair Market Value or (ii) the price at which the Company issues the shares of Class
A Common Stock or equity-linked securities, and the $16.50 per share redemption trigger price will be adjusted (to the nearest cent) to
be equal to 180% of the higher of the Fair Market Value and the price at which the Company issues shares of Class A Common Stock or equity-linked
securities. Solely for purposes of this Section 4.6, the “Fair Market Value” shall mean the volume weighted average
reported trading price of Class A Common Stock for the twenty (20) trading days starting on the trading day prior to the date of the consummation
of the Business Combination.


 


4.7 Notices of Changes
in Warrant. Upon every adjustment of the Warrant Price or the number of shares issuable upon exercise of a Warrant, the Company shall
give written notice thereof to the Warrant Agent, which notice shall state the Warrant Price resulting from such adjustment and the increase
or decrease, if any, in the number of shares purchasable at such price upon the exercise of a Warrant, setting forth in reasonable detail
the method of calculation and the facts upon which such calculation is based. Upon the occurrence of any event specified in Sections 4.1,
4.2, 4.3, 4.4, 4.5, or 4.6, then, in any such event, the Company shall give written notice to each Warrant holder, at the last address
set forth for such holder in the Warrant Register, of the record date or the effective date of the event. Failure to give such notice,
or any defect therein, shall not affect the legality or validity of such event.


 


4.8. No Fractional
Warrants or Shares. Notwithstanding any provision contained in this Agreement to the contrary, the Company shall not issue fractional
shares upon exercise of Warrants. If, by reason of any adjustment made pursuant to this Section 4, the holder of any Warrant would
be entitled, upon the exercise of such Warrant, to receive a fractional interest in a share, the Company shall, upon such exercise, round
up to the nearest whole number of shares of Class A Common Stock to be issued to the Warrant holder.


 


4.9. Form of Warrant.
The form of Warrant need not be changed because of any adjustment pursuant to this Section 4, and Warrants issued after such adjustment
may state the same Warrant Price and the same number of shares as is stated in the Warrants initially issued pursuant to this Agreement.
However, the Company may at any time in its sole discretion make any change in the form of Warrant that the Company may deem appropriate
and that does not affect the substance thereof, and any Warrant thereafter issued or countersigned, whether in exchange or substitution
for an outstanding Warrant or otherwise, may be in the form as so changed.


 


4.10 Other Events.
In case any event shall occur affecting the Company as to which none of the provisions of preceding subsections of this Section 4
are strictly applicable, but which would require an adjustment to the terms of the Warrants in order to (i) avoid an adverse impact
on the Warrants and (ii) effectuate the intent and purpose of this Section 4, then, in each such case, the Company shall appoint
a firm of independent public accountants, investment banking or other appraisal firm of recognized national standing, which shall give
its opinion as to whether or not any adjustment to the rights represented by the Warrants is necessary to effectuate the intent and purpose
of this Section 4 and, if they determine that an adjustment is necessary, the terms of such adjustment. The Company shall adjust
the terms of the Warrants in a manner that is consistent with any adjustment recommended in such opinion. Nevertheless, the Warrants may
not be adjusted solely as a result of issuance of any securities in connection with a Business Combination or of an adjustment to the
conversation ratio of the Company’s Class B common stock, par value $0.0001 per share into Class A Common Stock.


 




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5. Transfer and Exchange
of Warrants.


 


5.1. Registration
of Transfer. The Warrant Agent shall register the transfer, from time to time, of any outstanding Warrant upon the Warrant Register,
upon surrender of such Warrant for transfer, properly endorsed with signatures, in the case of certificated Warrants, properly guaranteed
and accompanied by appropriate instructions for transfer. Upon any such transfer, a new Warrant representing an equal aggregate number
of Warrants shall be issued and the old Warrant shall be cancelled by the Warrant Agent. In the case of certificated Warrants, the Warrants
so cancelled shall be delivered by the Warrant Agent to the Company from time to time upon request.


 


5.2. Procedure for
Surrender of Warrants. Warrants may be surrendered to the Warrant Agent, either in certificated form or in book entry position, together
with a written request for exchange or transfer, and thereupon the Warrant Agent shall issue in exchange therefor one or more new Warrants,
or book entry positions, as requested by the registered holder of the Warrants so surrendered, representing an equal aggregate number
of Warrants; provided, however, that in the event that a Warrant surrendered for transfer bears a restrictive legend, the Warrant Agent
shall not cancel such Warrant and issue new Warrants in exchange therefor until the Warrant Agent has received an opinion of counsel for
the Company stating that such transfer may be made and indicating whether the new Warrants must also bear a restrictive legend.


 


5.3. Fractional Warrants.
The Warrant Agent shall not be required to effect any registration of transfer or exchange which will result in the issuance of a warrant
certificate or book-entry position for a fraction of a Warrant.


 


5.4. Service Charges.
No service charge shall be made for any exchange or registration of transfer of Warrants.


 


5.5. Warrant Execution
and Countersignature. The Warrant Agent is hereby authorized to countersign and to deliver, in accordance with the terms of this Agreement,
the Warrants required to be issued pursuant to the provisions of this Section 5, and the Company, whenever required by the Warrant
Agent, will supply the Warrant Agent with Warrants duly executed on behalf of the Company for such purpose.


 


5.6. Private Warrants
and Working Capital Warrants. The Warrant Agent shall not register any transfer of Private Warrants or Working Capital Warrants until
30 days after the consummation by the Company of an initial Business Combination, except for transfers (i) among the initial shareholders
or to the initial shareholders’ or the Company’s officers, directors, consultants or their affiliates, (ii) to a holder’s
shareholders or members upon the holder’s liquidation, in each case if the holder is an entity, (iii) by bona fide gift to
a member of the holder’s immediate family or to a trust, the beneficiary of which is the holder or a member of the holder’s
immediate family, in each case for estate planning purposes, (iv) by virtue of the laws of descent and distribution upon death, (v) pursuant
to a qualified domestic relations order, (vi) to the Company for no value for cancellation in connection with the consummation of
a Business Combination, (vii) in connection with the consummation of a Business Combination by private sales at prices no greater
than the price at which the Private Warrants were originally purchased, (viii) in the event of the Company’s liquidation prior
to its consummation of an initial Business Combination or (ix) in the event that, subsequent to the consummation of an initial Business
Combination, the Company completes a liquidation, merger, share exchange or other similar transaction which results in all of the Company’s
shareholders having the right to exchange their shares of Class A Common Stock for cash, securities or other property, in each case (except
for clauses (vi), (viii) or (ix) or with the Company’s prior written consent) on the condition that prior to such registration
for transfer, the Warrant Agent shall be presented with written documentation pursuant to which each transferee (each, a “Permitted
Transferee”) or the trustee or legal guardian for such transferee agrees to be bound by the transfer restrictions contained
in this section and any other applicable agreement the transferor is bound by.


 




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5.7. Transfers prior
to Detachment. Prior to the Detachment Date, the Public Warrants may be transferred or exchanged only together with the Unit in which
such Warrant is included, and only for the purpose of effecting, or in conjunction with, a transfer or exchange of such Unit. Furthermore,
each transfer of a Unit on the register relating to such Units shall operate also to transfer the Warrants included in such Unit. Notwithstanding
the foregoing, the provisions of this Section 5.7 shall have no effect on any transfer of Warrants on or after the Detachment Date.


 


6. Redemption.


 


6.1. Redemption.
Not less than all of the outstanding Warrants may be redeemed, at the option of the Company, at any time during the Exercise Period, at
the office of the Warrant Agent, upon the notice referred to in Section 6.2, at the price of $0.01 per Warrant (“Redemption
Price”), provided that the last sale price of the Class A Common Stock equals or exceeds $16.50 per share (subject to adjustment
in accordance with Section 4 hereof), on each of twenty (20) trading days within any thirty (30) trading day period commencing
after the Warrants become exercisable and ending on the third trading day prior to the date on which notice of redemption is given and
provided that there is an effective registration statement covering the shares of Class A Common Stock issuable upon exercise of the Warrants,
and a current prospectus relating thereto, available throughout the 30-day redemption or the Company has elected to require
the exercise of the Warrants on a “cashless basis” pursuant to subsection 3.3.1(b); provided, however, that if and when the
Warrants become redeemable by the Company, the Company may not exercise such redemption right if the issuance of shares of Class A Common
Stock upon exercise of the Warrants is not exempt from registration or qualification under applicable state blue sky laws or the Company
is unable to effect such registration or qualification.


 


6.2. Date Fixed for,
and Notice of, Redemption. In the event the Company shall elect to redeem all of the Warrants that are subject to redemption, the
Company shall fix a date for the redemption (the “Redemption Date”). Notice of redemption shall be mailed by first
class mail, postage prepaid, by the Company not less than thirty (30) days prior to the Redemption Date to the registered holders
of the Warrants to be redeemed at their last addresses as they shall appear on the registration books. Any notice mailed in the manner
herein provided shall be conclusively presumed to have been duly given whether or not the registered holder received such notice.


 


6.3. Exercise After
Notice of Redemption. The Warrants may be exercised, for cash (or on a “cashless basis” in accordance with Section 3
of this Agreement) at any time after notice of redemption shall have been given by the Company pursuant to Section 6.2 hereof and
prior to the Redemption Date. In the event the Company determines to require all holders of Warrants to exercise their Warrants on a “cashless
basis” pursuant to Section 3.3.1(b), the notice of redemption will contain the information necessary to calculate the number
of shares of Class A Common Stock to be received upon exercise of the Warrants, including the “Fair Market Value” in such
case. On and after the Redemption Date, the record holder of the Warrants shall have no further rights except to receive, upon surrender
of the Warrants, the Redemption Price.


 




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7. Other Provisions
Relating to Rights of Holders of Warrants.


 


7.1. No Rights as
Stockholder. A Warrant does not entitle the registered holder thereof to any of the rights of a stockholder of the Company, including,
without limitation, the right to receive dividends, or other distributions, exercise any preemptive rights to vote or to consent or to
receive notice as shareholders in respect of the meetings of shareholders or the election of directors of the Company or any other matter.


 


7.2. Lost, Stolen,
Mutilated, or Destroyed Warrants. If any Warrant is lost, stolen, mutilated, or destroyed, the Company and the Warrant Agent may on
such terms as to indemnity or otherwise as they may in their discretion impose (which shall, in the case of a mutilated Warrant, include
the surrender thereof), issue a new Warrant of like denomination, tenor, and date as the Warrant so lost, stolen, mutilated, or destroyed.
Any such new Warrant shall constitute a substitute contractual obligation of the Company, whether or not the allegedly lost, stolen, mutilated,
or destroyed Warrant shall be at any time enforceable by anyone.


 


7.3. Reservation of
Shares of Class A Common Stock. The Company shall at all times reserve and keep available a number of its authorized but unissued
shares of Class A Common Stock that will be sufficient to permit the exercise in full of all outstanding Warrants issued pursuant to this
Agreement.


 


7.4. Registration
of Shares of Class A Common Stock. The Company agrees that as soon as practicable, but in no event later than thirty (30) Business
Days after the closing of its initial Business Combination, it shall use its reasonable best efforts to file with the Securities and Exchange
Commission a registration statement for the registration, under the Securities Act, of the shares of Class A Common Stock issuable upon
exercise of the Warrants, and it shall use its reasonable best efforts to take such action as is necessary to register or qualify for
sale, in those states in which the Warrants were initially offered by the Company and in those states where holders of Warrants then reside,
the shares of Class A Common Stock issuable upon exercise of the Warrants, to the extent an exemption is not available. The Company will
use its reasonable best efforts to cause the same to become effective within sixty (60) Business Days following the closing of its initial
Business Combination and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until
the expiration of the Warrants in accordance with the provisions of this Agreement. If any such registration statement has not been declared
effective by the 60th day following the closing of the Business Combination, holders of the Warrants shall have the right, during the
period beginning on the 61st day after the closing of the Business Combination and ending upon such registration statement being declared
effective by the Securities and Exchange Commission, and during any other period when the Company shall fail to have maintained an effective
registration statement covering the shares of Class A Common Stock issuable upon exercise of the Warrants, to exercise such Warrants on
a “cashless basis” by exchanging the Warrants (in accordance with Section 3(a)(9) of the Securities Act or another exemption)
for that number of shares of Class A Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of
Class A Common Stock underlying the Warrants, multiplied by the excess of the “Fair Market Value” (as defined below) over
the Warrant Price by (y) the Fair Market Value. Solely for purposes of this subsection 7.4.1, “Fair Market Value” shall mean
the volume weighted average price of the Class A Common Stock as reported during the ten (10) trading day period ending on the trading
day prior to the date that notice of exercise is received by the Warrant Agent from the holder of such Warrants or its securities broker
or intermediary. The date that notice of cashless exercise is received by the Warrant Agent shall be conclusively determined by the Warrant
Agent. In connection with the “cashless exercise” of a Warrant, the Company shall, upon request, provide the Warrant Agent
with an opinion of counsel for the Company (which shall be an outside law firm with securities law experience) stating that (i) the exercise
of the Warrants on a cashless basis in accordance with this subsection 7.4.1 is not required to be registered under the Securities Act
and (ii) the shares of Class A Common Stock issued upon such exercise shall be freely tradable under United States federal securities
laws by anyone who is not an affiliate (as such term is defined in Rule 144 under the Securities Act) of the Company and, accordingly,
shall not be required to bear a restrictive legend. Except as provided in subsection 7.4.2, for the avoidance of any doubt, unless and
until all of the Warrants have been exercised or have expired, the Company shall continue to be obligated to comply with its registration
obligations under the first three sentences of this subsection 7.4.1.


 




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8. Concerning the
Warrant Agent and Other Matters.


 


8.1. Payment of Taxes.
The Company will from time to time promptly pay all taxes and charges that may be imposed upon the Company or the Warrant Agent in respect
of the issuance or delivery of shares of Class A Common Stock upon the exercise of Warrants, but the Company shall not be obligated to
pay any transfer taxes in respect of the Warrants or such shares of Class A Common Stock.


 


8.2. Resignation,
Consolidation, or Merger of Warrant Agent.


 


8.2.1. Appointment
of Successor Warrant Agent. The Warrant Agent, or any successor to it hereafter appointed, may resign its duties and be discharged
from all further duties and liabilities hereunder after giving sixty (60) days’ notice in writing to the Company. If the office
of the Warrant Agent becomes vacant by resignation or incapacity to act or otherwise, the Company shall appoint in writing a successor
Warrant Agent in place of the Warrant Agent. If the Company shall fail to make such appointment within a period of thirty (30) days
after it has been notified in writing of such resignation or incapacity by the Warrant Agent or by the holder of the Warrant (who shall,
with such notice, submit his Warrant for inspection by the Company), then the holder of any Warrant may apply to the Supreme Court of
the State of New York for the County of New York for the appointment of a successor Warrant Agent at the Company’s cost. Any successor
Warrant Agent, whether appointed by the Company or by such court, shall be a corporation organized and existing under the laws of the
State of New York, in good standing and having its principal office in the Borough of Manhattan, City and State of New York, and authorized
under such laws to exercise corporate trust powers and subject to supervision or examination by federal or state authority. After appointment,
any successor Warrant Agent shall be vested with all the authority, powers, rights, immunities, duties, and obligations of its predecessor
Warrant Agent with like effect as if originally named as Warrant Agent hereunder, without any further act or deed; but if for any reason
it becomes necessary or appropriate, the predecessor Warrant Agent shall execute and deliver, at the expense of the Company, an instrument
transferring to such successor Warrant Agent all the authority, powers, and rights of such predecessor Warrant Agent hereunder; and upon
request of any successor Warrant Agent the Company shall make, execute, acknowledge, and deliver any and all instruments in writing for
more fully and effectually vesting in and confirming to such successor Warrant Agent all such authority, powers, rights, immunities, duties,
and obligations.


 




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8.2.2. Notice
of Successor Warrant Agent. In the event a successor Warrant Agent shall be appointed, the Company shall give notice thereof to the
predecessor Warrant Agent and the transfer agent for the shares of Class A Common Stock not later than the effective date of any such
appointment.


 


8.2.3. Merger
or Consolidation of Warrant Agent. Any corporation into which the Warrant Agent may be merged or with which it may be consolidated
or any corporation resulting from any merger or consolidation to which the Warrant Agent shall be a party shall be the successor Warrant
Agent under this Agreement without any further act.


 


8.3. Fees and Expenses
of Warrant Agent.


 


8.3.1. Remuneration.
The Company agrees to pay the Warrant Agent reasonable remuneration for its services as such Warrant Agent hereunder and will reimburse
the Warrant Agent upon demand for all expenditures that the Warrant Agent may reasonably incur in the execution of its duties hereunder.


 


8.3.2. Further
Assurances. The Company agrees to perform, execute, acknowledge, and deliver or cause to be performed, executed, acknowledged, and
delivered all such further and other acts, instruments, and assurances as may reasonably be required by the Warrant Agent for the carrying
out or performing of the provisions of this Agreement.


 


8.4. Liability of
Warrant Agent.


 


8.4.1. Reliance
on Company Statement. Whenever in the performance of its duties under this Agreement, the Warrant Agent shall deem it necessary or
desirable that any fact or matter be proved or established by the Company prior to taking or suffering any action hereunder, such fact
or matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and established
by a statement signed by the Chief Executive Officer or Chairman of the Board of Directors of the Company and delivered to the Warrant
Agent. The Warrant Agent may rely upon such statement for any action taken or suffered in good faith by it pursuant to the provisions
of this Agreement.


 


8.4.2. Indemnity.
The Warrant Agent shall be liable hereunder only for its own fraud, gross negligence, willful misconduct or bad faith. The Company agrees
to indemnify the Warrant Agent and save it harmless against any and all liabilities, including judgments, costs and reasonable counsel
fees, for anything done or omitted by the Warrant Agent in the execution of this Agreement except as a result of the Warrant Agent’s
fraud, gross negligence, willful misconduct, or bad faith.


 


8.4.3. Exclusions.
The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution
of any Warrant (except its countersignature thereof); nor shall it be responsible for any breach by the Company of any covenant or condition
contained in this Agreement or in any Warrant; nor shall it be responsible to make any adjustments required under the provisions of Section 4
hereof or responsible for the manner, method, or amount of any such adjustment or the ascertaining of the existence of facts that would
require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization
or reservation of any shares of Class A Common Stock to be issued pursuant to this Agreement, the Amended and Restated Certificate of
Incorporation of the Company, or any Warrant or as to whether any shares of Class A Common Stock will, when issued, be valid and fully
paid and non-assessable.


 




    	 	13	 



     


    

 


8.5. Acceptance of
Agency. The Warrant Agent hereby accepts the agency established by this Agreement and agrees to perform the same upon the terms and
conditions herein set forth and among other things, shall account promptly to the Company with respect to Warrants exercised and concurrently
account for, and pay to the Company, all monies received by the Warrant Agent for the purchase of shares of Class A Common Stock through
the exercise of Warrants.


 


9. Miscellaneous Provisions.


 


9.1. Successors.
All the covenants and provisions of this Agreement by or for the benefit of the Company or the Warrant Agent shall bind and inure to the
benefit of their respective successors and assigns.


 


9.2. Notices.
Any notice, statement or demand authorized by this Agreement to be given or made by the Warrant Agent or by the holder of any Warrant
to or on the Company shall be sufficiently given (i) if by email when the email is sent, (ii) if by hand or overnight delivery, when so
delivered, or (iii) if sent by certified mail or private courier service within five (5) days after deposit of such notice, postage
prepaid, addressed (until another address is filed in writing by the Company with the Warrant Agent), as follows:


 


Biotech Group Acquisition Corporation


2400 Barranca Pkwy, Suite 300


Irvine, CA 92606


Attn: Yiru (Melody) Shi, Chief Executive
Officer


 


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


 


Robinson & Cole LLP


666 Third Avenue, 20th Floor


New York, NY 10017


Attn: Arila E. Zhou, Esq.


 


Any notice, statement or demand authorized by
this Agreement to be given or made by the holder of any Warrant or by the Company to or on the Warrant Agent shall be sufficiently given
(i) if by email, when the email is sent, (ii) if by hand or overnight delivery, when so delivered, or (iii) if sent by certified mail
or private courier service within five days after deposit of such notice, postage prepaid, addressed (until another address is filed in
writing by the Warrant Agent with the Company), as follows:


 


Continental Stock
Transfer & Trust Company


1 State Street,
30th Floor,


New York, NY 10004


Attn: Compliance
Department


 


9.3. Applicable Law
and Exclusive Forum. The validity, interpretation, and performance of this Agreement and of the Warrants shall be governed in all
respects by the laws of the State of New York. The Company hereby agrees that any action, proceeding or claim against it arising out of
or relating in any way to this Agreement shall be brought and enforced in the courts of the State of New York or the United States District
Court for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive forum
for any such action, proceeding or claim. The Company hereby waives any objection to such exclusive jurisdiction and that such courts
represent an inconvenient forum. The provisions of this paragraph will apply to suit, action, proceeding or claim brought to enforce any
liability or duty arising under the Securities Act. Notwithstanding the foregoing, the provisions of this paragraph will not apply to
suits brought to enforce any liability or duty created by the Exchange Act or any other claim for which the federal district courts of
the United States of America are the sole and exclusive forum.


 




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Any person or entity purchasing
or otherwise acquiring any interest in the Warrants shall be deemed to have notice of and to have consented to the forum provisions in
this Agreement. If any action, the subject matter of which is within the scope the forum provisions of this Warrant Agreement, is filed
in a court other than a court of the State of New York or the United States District Court for the Southern District of New York (a “foreign
action”) in the name of any holder of our warrants, such holder shall be deemed to have consented to: (x) the personal jurisdiction
of the state and federal courts located in the State of New York in connection with any action brought in any such court to enforce the
forum provisions (an “enforcement action”), and (y) having service of process made upon such warrant holder in any such enforcement
action by service upon such warrant holder’s counsel in the foreign action as agent for such warrant holder.


 


9.4. Persons Having
Rights under this Agreement. Nothing in this Agreement expressed and nothing that may be implied from any of the provisions hereof
is intended, or shall be construed, to confer upon, or give to, any person or corporation other than the parties hereto and the registered
holders of the Warrants and, for the purposes of Sections 7.4, 9.4 and 9.8 hereof, the Representative, any right, remedy, or claim under
or by reason of this Warrant Agreement or of any covenant, condition, stipulation, promise, or agreement hereof. The Representative shall
be deemed to be a third-party beneficiary of this Agreement with respect to Sections 7.4, 9.4 and 9.8 hereof. All covenants, conditions,
stipulations, promises, and agreements contained in this Warrant Agreement shall be for the sole and exclusive benefit of the parties
hereto (and the Representative with respect to the Sections 7.4, 9.4 and 9.8 hereof) and their successors and assigns and of the registered
holders of the Warrants.


 


9.5. Examination of
the Warrant Agreement. A copy of this Agreement shall be available at all reasonable times at the office of the Warrant Agent in the
Borough of Manhattan, City and State of New York, for inspection by the registered holder of any Warrant. The Warrant Agent may require
any such holder to submit his Warrant for inspection by it.


 


9.6. Counterparts.
This Agreement may be executed in any number of original or facsimile counterparts and each of such counterparts shall for all purposes
be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.


  


9.7. Effect of Headings.
The section headings herein are for convenience only and are not part of this Agreement and shall not affect the interpretation thereof.


 


9.8 Amendments.
This Agreement may be amended by the parties hereto without the consent of any registered holder for the purpose of curing any ambiguity,
or of curing, correcting or supplementing any defective provision contained herein or adding or changing any other provisions with respect
to matters or questions arising under this Agreement as the parties may deem necessary or desirable and that the parties deem shall not
adversely affect the interest of the registered holders. All other modifications or amendments, including any amendment to increase the
Warrant Price or shorten the Exercise Period, shall require the written consent or vote of the registered holders of (i) a majority
of the then outstanding Public Warrants if such modification or amendment is being undertaken prior to, or in connection with, the consummation
of a Business Combination or (ii) a majority of the then outstanding Warrants if such modification or amendment is being undertaken
after the consummation of a Business Combination. Notwithstanding the foregoing, the Company may lower the Warrant Price or extend the
duration of the Exercise Period pursuant to Sections 3.1 and 3.2, respectively, without the consent of the registered holders. The provisions
of this Section 9.8 may not be modified, amended or deleted without the prior written consent of the Representative.


 




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9.9 Trust Account
Waiver. The Warrant Agent acknowledges and agrees that it shall not make any claims or proceed against the trust account established
by the Company in connection with the Public Offering (as more fully described in the Registration Statement) (“Trust Account”),
including by way of set-off, and shall not be entitled to any funds in the Trust Account under any circumstance. In the event
that the Warrant Agent has a claim against the Company under this Agreement, the Warrant Agent will pursue such claim solely against the
Company and not against the property held in the Trust Account.


 


9.10 Severability.
This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the
validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable
term or provision, the parties hereto intend that there shall be added as a part of this Agreement a provision as similar in terms to
such invalid or unenforceable provision as may be possible and be valid and enforceable.


  


[signature page follows]


 




    	 	16	 



     


    

 


IN WITNESS WHEREOF, this Agreement has been duly
executed by the parties hereto as of the day and year first above written.


  


	 	
    

    BIOTECH GROUP ACQUISITION CORPORATION

	 	 
	 	By:	 
	 	 	Name:  	Yiru (Melody) Shi
	 	 	Title: 	Chief Executive Officer
	 	 	 
	 	CONTINENTAL STOCK TRANSFER & TRUST COMPANY
	 	 
	 	By:	 
	 	 	Name: 	[●]
	 	 	Title:	 [●]


 


[signature page to the Warrant Agreement]


 




    17


     


    

 


EXHIBIT A


 


WARRANT CERTIFICATE


 




    18


     


    

 


EXHIBIT B


 


LEGEND FOR PRIVATE PLACEMENT WARRANTS AND WORKING
CAPITAL WARRANTS


 


THE SECURITIES REPRESENTED BY THIS CERTIFICATE
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED
OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS OR AN
EXEMPTION FROM REGISTRATION IS AVAILABLE. IN ADDITION, SUBJECT TO ANY ADDITIONAL LIMITATIONS ON TRANSFER DESCRIBED IN THE LETTER AGREEMENT
BY AND AMONG BIOTECH GROUP ACQUISITION CORPORATION (THE “COMPANY”), BIOTECH GROUP ACQUISITION SPONSOR LLC AND
THE OTHER PARTIES THERETO, THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD OR TRANSFERRED PRIOR TO THE DATE THAT IS THIRTY
(30) DAYS AFTER THE DATE UPON WHICH THE COMPANY COMPLETES ITS INITIAL BUSINESS COMBINATION (AS DEFINED IN SECTION 3.2 OF THE WARRANT AGREEMENT
REFERRED TO HEREIN) EXCEPT TO A PERMITTED TRANSFEREE (AS DEFINED IN SECTION 5.6 OF THE WARRANT AGREEMENT) WHO AGREES IN WRITING WITH THE
COMPANY TO BE SUBJECT TO SUCH TRANSFER PROVISIONS.


 


SECURITIES EVIDENCED BY THIS CERTIFICATE AND SHARES
OF CLASS A COMMON STOCK OF THE COMPANY ISSUED UPON EXERCISE OF SUCH SECURITIES SHALL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION
RIGHTS AGREEMENT TO BE EXECUTED BY THE COMPANY.


 



    19