Exhibit
10.7


 


INDEMNITY
AGREEMENT


 


THIS
INDEMNITY AGREEMENT (this “Agreement”) is made on _____, 2021.


 


Between:


 


		(1)	Biotech Acquisition
    Company, a Cayman Islands exempted company with its registered office at Maples Corporate Services (Cayman) Limited, PO
    Box 309, Ugland house, Grand Cayman KY1-1104, Cayman Islands (the “Company”); and



 

		(2)	_____________________
    (“Indemnitee”).


 


Whereas:


 


	 	(A)	Highly competent persons
    have become more reluctant to serve publicly-held companies as directors, officers or in other capacities unless they are
    provided with adequate protection through insurance or adequate indemnification against inordinate risks of claims and actions
    against them arising out of their service to and activities on behalf of such companies;


 


	 	(B)	The board of directors
    of the Company (the “Board”) has determined that, in order to attract and retain qualified individuals,
    the Company will use commercially reasonable efforts to maintain on an ongoing basis, at its sole expense, liability insurance
    to protect persons serving the Company and its subsidiaries from certain liabilities. Although the furnishing of such insurance
    has been a customary and widespread practice among publicly traded companies and other business enterprises, the Company believes
    that, given current market conditions and trends, such insurance may be available to it in the future only at higher premiums
    and with more exclusions. At the same time, directors, officers and other persons in service to companies or business enterprises
    are being increasingly subjected to expensive and time-consuming litigation relating to, among other things, matters that
    traditionally would have been brought only against the Company or business enterprise itself. The amended and restated memorandum
    and articles of association of the Company (the “Articles”) provide for the indemnification of the officers
    and directors of the Company. Indemnitee may also be entitled to indemnification pursuant to applicable Cayman Islands law.
    The Articles expressly provide that the indemnification provisions set forth therein are not exclusive, and thereby contemplate
    that contracts may be entered into between the Company and members of the Board, officers and other persons with respect to
    indemnification, hold harmless, exoneration, advancement and reimbursement rights;


 


	 	(C)	The uncertainties relating
    to such insurance and to indemnification have increased the difficulty of attracting and retaining such persons;


 


	 	(D)	The Board has determined
    that the increased difficulty in attracting and retaining such persons is detrimental to the best interests of the Company’s
    shareholders and that the Company should act to assure such persons that there will be increased certainty of such protection
    in the future;


 


	 	(E)	It is reasonable, prudent
    and necessary for the Company contractually to obligate itself to indemnify, hold harmless, exonerate and to advance expenses
    on behalf of, such persons to the fullest extent permitted by applicable law so that they will serve or continue to serve
    the Company free from undue concern that they will not be so protected against liabilities;


 


	 	(F)	This Agreement is a
    supplement to and in furtherance of the Articles and any resolutions adopted pursuant thereto, and shall not be deemed a substitute
    therefor, nor to diminish or abrogate any rights of Indemnitee thereunder;


 


	 	(G)	Indemnitee may not be
    willing to serve as an officer or director, advisor or in another capacity without adequate protection, and the Company desires
    Indemnitee to serve in such capacity. Indemnitee is willing to serve, continue to serve and to take on additional service
    for or on behalf of the Company on the condition that he be so indemnified; and


 


NOW,
THEREFORE, in consideration of the premises and the covenants contained herein and subject to the provisions of the letter agreement
dated as of _______, 2021 between the Company and Indemnitee pursuant to the Underwriting Agreement between the Company and the
Underwriters in connection with the Company’s initial public offering, the Company and Indemnitee do hereby covenant and
agree as follows:


 






     


     


    

 


TERMS
AND CONDITIONS


 


	 	1	SERVICES TO THE COMPANY


 


Indemnitee
will serve or continue to serve as an officer, director, advisor, key employee or in any other capacity of the Company, as applicable,
for so long as Indemnitee is duly elected, appointed or retained or until Indemnitee tenders his resignation or until Indemnitee
is removed. The foregoing notwithstanding, this Agreement shall continue in full force and effect after Indemnitee has ceased
to serve as a director, officer, advisor, key employee or in any other capacity of the Company, as provided in Section 17. This
Agreement, however, shall not impose any obligation on Indemnitee or the Company to continue Indemnitee’s service to the
Company beyond any period otherwise required by law or by other agreements or commitments of the parties, if any.


 


	 	2	DEFINITIONS


 


As
used in this Agreement:


 


	 	2.1	References to “agent”
    shall mean any person who is or was a director, officer or employee of the Company or a subsidiary of the Company or other
    person authorized by the Company to act for the Company, to include such person serving in such capacity as a director, officer,
    employee, advisor, fiduciary or other official of another company, corporation, partnership, limited liability company, joint
    venture, trust or other enterprise at the request of, for the convenience of, or to represent the interests of the Company
    or a subsidiary of the Company.



 

		2.2	The
                                         terms “Beneficial Owner” and “Beneficial Ownership”
                                         shall have the meanings set forth in Rule 13d-3 promulgated under the Exchange Act (as
                                         defined below) as in effect on the date hereof.



 


	 	2.3	“Cayman Court”
    shall mean the Grand Court of the Cayman Islands.


 


	 	2.4	A “Change in
    Control” shall be deemed to occur upon the earliest to occur after the date of this Agreement of any of the following
    events:


 


	 	(a)	Acquisition of Shares
    by Third Party. Other than an affiliate of Biotech Sponsor LLC, any Person (as defined below) is or becomes the Beneficial
    Owner, directly or indirectly, of securities of the Company representing fifteen percent (15%) or more of the combined voting
    power of the Company’s then outstanding securities entitled to vote generally in the election of directors, unless (1)
    the change in the relative Beneficial Ownership of the Company’s securities by any Person results solely from a reduction
    in the aggregate number of outstanding shares entitled to vote generally in the election of directors, or (2) such acquisition
    was approved in advance by the Continuing Directors (as defined below) and such acquisition would not constitute a Change
    in Control under part (c) of this definition;


 


	 	(b)	Change in Board of
    Directors. Individuals who, as of the date hereof, constitute the Board, and any new director whose election by the Board
    or nomination for election by the Company’s shareholders was approved by a vote of at least two thirds of the directors
    then still in office who were directors on the date hereof or whose election or nomination for election was previously so
    approved (collectively, the “Continuing Directors”), cease for any reason to constitute at least a majority
    of the members of the Board;


 






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	 	(c)	Corporate Transactions.
    The effective date of a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination,
    involving the Company and one or more businesses (a “Business Combination”), in each case, unless, following
    such Business Combination: (1) all or substantially all of the individuals and entities who were the Beneficial Owners of
    securities entitled to vote generally in the election of directors immediately prior to such Business Combination beneficially
    own, directly or indirectly, more than 51% of the combined voting power of the then outstanding securities of the Company
    entitled to vote generally in the election of directors resulting from such Business Combination (including, without limitation,
    a company which as a result of such transaction owns the Company or all or substantially all of the Company’s assets
    either directly or through one or more Subsidiaries) in substantially the same proportions as their ownership immediately
    prior to such Business Combination, of the securities entitled to vote generally in the election of directors; (2) other than
    an affiliate of Biotech Sponsor LLC, no Person (excluding any company resulting from such Business Combination) is the Beneficial
    Owner, directly or indirectly, of 15% or more of the combined voting power of the then outstanding securities entitled to
    vote generally in the election of directors of the surviving company except to the extent that such ownership existed prior
    to the Business Combination; and (3) at least a majority of the Board resulting from such Business Combination were Continuing
    Directors at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business
    Combination;
	 	 	 
	

                                                      
	(d)	Liquidation.
    The approval by the shareholders of the Company of a complete liquidation of the Company or an agreement or series of agreements
    for the sale or disposition by the Company of all or substantially all of the Company’s assets, other than factoring
    the Company’s current receivables or escrows due (or, if such approval is not required, the decision by the Board to
    proceed with such a liquidation, sale, or disposition in one transaction or a series of related transactions); or


 


	 	(e)	Other Events.
    There occurs any other event of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of
    Regulation 14A (or a response to any similar item on any similar schedule or form) promulgated under the Exchange Act (as
    defined below), whether or not the Company is then subject to such reporting requirement.


 


	 	2.5	“Corporate
    Status” describes the status of a person who is or was a director, officer, trustee, general partner, manager, managing
    member, fiduciary, employee or agent of the Company or of any other Enterprise (as defined below) which such person is or
    was serving at the request of the Company.


 


	 	2.6	“Disinterested
    Director” shall mean a director of the Company who is not and was not a party to the Proceeding (as defined below)
    in respect of which indemnification is sought by Indemnitee.


 


	 	2.7	“Enterprise”
    shall mean the Company and any other company, corporation, constituent company or corporation (including any constituent of
    a constituent) absorbed in a consolidation or merger to which the Company (or any of its wholly owned subsidiaries) is a party,
    limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise of which Indemnitee
    is or was serving at the request of the Company as a director, officer, trustee, general partner, manager, managing member,
    fiduciary, employee or agent.


 


	 	2.8	“Exchange Act”
    shall mean the United States Securities Exchange Act of 1934, as amended.



 






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	 	2.9	“Expenses”
    shall include all direct and indirect costs, fees and expenses of any type or nature whatsoever, including, without limitation,
    all reasonable attorneys’ fees and costs, retainers, court costs, transcript costs, fees of experts, witness fees, travel
    expenses, fees of private investigators and professional advisors, duplicating costs, printing and binding costs, telephone
    charges, postage, delivery service fees, fax transmission charges, secretarial services and all other disbursements, obligations
    or expenses in connection with prosecuting, defending, preparing to prosecute or defend, investigating, being or preparing
    to be a witness in, settlement or appeal of, or otherwise participating in, a Proceeding (as defined below), including reasonable
    compensation for time spent by Indemnitee for which he or she is not otherwise compensated by the Company or any third party.
    Expenses also shall include Expenses incurred in connection with any appeal resulting from any Proceeding (as defined below),
    including without limitation the principal, premium, security for, and other costs relating to any cost bond, supersedeas
    bond, or other appeal bond or its equivalent. Expenses, however, shall not include amounts paid in settlement by Indemnitee
    or the amount of judgments or fines against Indemnitee.


 


	 	2.10	“Indemnity
    Obligations” shall mean all obligations of the Company to Indemnitee under this Agreement, including, without limitation,
    the Company’s obligations to provide indemnification to Indemnitee and advance Expenses to Indemnitee under this Agreement.


 


	 	2.11	“Independent
    Counsel” shall mean a law firm or a member of a law firm with significant experience in matters of corporate law
    and neither presently is, nor in the past five years has been, retained to represent: (i) the Company or Indemnitee in any
    matter material to either such party (other than with respect to matters concerning Indemnitee under this Agreement, or of
    other indemnitees under similar indemnification agreements); or (ii) any other party to the Proceeding (as defined below)
    giving rise to a claim for indemnification hereunder. Notwithstanding the foregoing, the term “Independent Counsel”
    shall not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict
    of interest in representing either the Company or Indemnitee in an action to determine Indemnitee’s rights under this
    Agreement.


 


	 	2.12	References to “fines”
    shall include any excise tax assessed on Indemnitee with respect to any employee benefit plan; references to “serving
    at the request of the Company” shall include any service as a director, officer, employee, agent or fiduciary of
    the Company which imposes duties on, or involves services by, such director, officer, employee, agent or fiduciary with respect
    to an employee benefit plan, its participants or beneficiaries; and if Indemnitee acted in good faith and in a manner Indemnitee
    reasonably believed to be in the best interests of the participants and beneficiaries of an employee benefit plan, Indemnitee
    shall be deemed to have acted in a manner “not opposed to the best interests of the Company” as referred
    to in this Agreement.
	 	 	 
	 	2.13	The term “Person”
    shall have the meaning as set forth in Sections 13(d) and 14(d) of the Exchange Act as in effect on the date hereof; provided,
    however, that “Person” shall exclude: (i) the Company; (ii) any Subsidiaries (as defined below) of the
    Company; (iii) any employment benefit plan of the Company or of a Subsidiary (as defined below) of the Company or of any company
    or corporation owned, directly or indirectly, by the shareholders of the Company in substantially the same proportions as
    their ownership of share of the Company; and (iv) any trustee or other fiduciary holding securities under an employee benefit
    plan of the Company or of a Subsidiary (as defined below) of the Company or of a company or corporation owned directly or
    indirectly by the shareholders of the Company in substantially the same proportions as their ownership of share of the Company.


 






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	 	2.14	The term “Proceeding”
    shall include any threatened, pending or completed action, suit, arbitration, mediation, alternate dispute resolution mechanism,
    investigation, inquiry, administrative hearing or any other actual, threatened or completed proceeding, whether brought in
    the right of the Company or otherwise and whether of a civil (including intentional or unintentional tort claims), criminal,
    administrative, or investigative or related nature, in which Indemnitee was, is, will or might be involved as a party or otherwise
    by reason of the fact that Indemnitee is or was a director or officer of the Company, by reason of any action (or failure
    to act) taken by him or of any action (or failure to act) on his part while acting as a director or officer of the Company,
    or by reason of the fact that he is or was serving at the request of the Company as a director, officer, trustee, general
    partner, manager, managing member, fiduciary, employee or agent of any other Enterprise, in each case whether or not serving
    in such capacity at the time any liability or expense is incurred for which indemnification, reimbursement, or advancement
    of expenses can be provided under this Agreement.


 


	 	2.15	The term “Subsidiary,”
    with respect to any Person, shall mean any company, corporation, limited liability company, partnership, joint venture, trust
    or other entity of which a majority of the voting power of the voting equity securities or equity interest is owned, directly
    or indirectly, by that Person.


 


	 	3	INDEMNITY IN THIRD-PARTY
    PROCEEDINGS


 


To
the fullest extent permitted by applicable law and the Articles, the Company shall indemnify, hold harmless and exonerate Indemnitee
in accordance with the provisions of this Section 3 if Indemnitee was, is, or is threatened to be made, a party to or a participant
(as a witness, deponent or otherwise) in any Proceeding, other than a Proceeding by or in the right of the Company to procure
a judgment in its favor by reason of Indemnitee’s Corporate Status. Pursuant to this Section 3, Indemnitee shall be indemnified,
held harmless and exonerated against all Expenses, judgments, liabilities, fines, penalties and amounts paid in settlement (including
all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines,
penalties and amounts paid in settlement) actually and reasonably incurred by Indemnitee or on his behalf in connection with such
Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner he reasonably believed to
be in or not opposed to the best interests of the Company and, in the case of a criminal Proceeding, had no reasonable cause to
believe that his conduct was unlawful; provided, in no event shall Indemnitee be entitled to be indemnified, held harmless or
advanced any amounts hereunder in respect of any Expenses, judgments, liabilities, fines, penalties and amounts paid in settlement
(if any) that Indemnitee may incur by reason of his or her own actual fraud or intentional misconduct. Indemnitee shall not be
found to have committed actual fraud or intentional misconduct for any purpose of this Agreement unless or until a court of competent
jurisdiction shall have made a finding to that effect.


 


	 	4	INDEMNITY IN PROCEEDINGS
    BY OR IN THE RIGHT OF THE COMPANY


 


To
the fullest extent permitted by applicable law and the Articles, the Company shall indemnify, hold harmless and exonerate Indemnitee
in accordance with the provisions of this Section 4 if Indemnitee was, is, or is threatened to be made, a party to or a participant
(as a witness, deponent or otherwise) in any Proceeding by or in the right of the Company to procure a judgment in its favor by
reason of Indemnitee’s Corporate Status. Pursuant to this Section 4, Indemnitee shall be indemnified, held harmless and
exonerated against all Expenses actually and reasonably incurred by him or on his behalf in connection with such Proceeding or
any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner he reasonably believed to be in or not opposed
to the best interests of the Company. No indemnification, hold harmless or exoneration for Expenses shall be made under this Section
4 in respect of any claim, issue or matter as to which Indemnitee shall have been finally adjudged by a court of competent jurisdiction
to be liable to the Company, unless and only to the extent that any court in which the Proceeding was brought or the Cayman Court
shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case,
Indemnitee is fairly and reasonably entitled to indemnification, to be held harmless or to exoneration.


 






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	 	5	INDEMNIFICATION FOR
    EXPENSES OF A PARTY WHO IS WHOLLY OR PARTLY SUCCESSFUL


 


Notwithstanding
any other provisions of this Agreement except for Section 27, to the extent that Indemnitee was or is, by reason of Indemnitee’s
Corporate Status, a party to (or a participant in) and is successful, on the merits or otherwise, in any Proceeding or in defense
of any claim, issue or matter therein, in whole or in part, the Company shall, to the fullest extent permitted by applicable law
and the Articles, indemnify, hold harmless and exonerate Indemnitee against all Expenses actually and reasonably incurred by him
in connection therewith. If Indemnitee is not wholly successful in such Proceeding but is successful, on the merits or otherwise,
as to one or more but less than all claims, issues or matters in such Proceeding, the Company shall, to the fullest extent permitted
by applicable law and the Articles, indemnify, hold harmless and exonerate Indemnitee against all Expenses actually and reasonably
incurred by him or on his behalf in connection with each successfully resolved claim, issue or matter. If Indemnitee is not wholly
successful in such Proceeding, the Company also shall, to the fullest extent permitted by applicable law and the Articles, indemnify,
hold harmless and exonerate Indemnitee against all Expenses reasonably incurred in connection with a claim, issue or matter related
to any claim, issue, or matter on which Indemnitee was successful. For purposes of this Section 5 and without limitation, the
termination of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, shall be deemed to be
a successful result as to such claim, issue or matter.


 


	 	6	INDEMNIFICATION FOR
    EXPENSES OF A WITNESS


 


Notwithstanding
any other provision of this Agreement except for Section 27, to the extent that Indemnitee is, by reason of his Corporate Status,
a witness or deponent in any Proceeding to which Indemnitee is not a party or threatened to be made a party, he shall, to the
fullest extent permitted by applicable law and the Articles, be indemnified, held harmless and exonerated against all Expenses
actually and reasonably incurred by him or on his behalf in connection therewith.


 


	 	7	ADDITIONAL INDEMNIFICATION,
    HOLD HARMLESS AND EXONERATION RIGHTS



 

	 	7.1	Notwithstanding any
    limitation in Sections 3, 4, or 5, except for Section 27, the Company shall, to the fullest extent permitted by applicable
    law and the Articles, indemnify, hold harmless and exonerate Indemnitee if Indemnitee is a party to or threatened to be made
    a party to any Proceeding (including a Proceeding by or in the right of the Company to procure a judgment in its favor) against
    all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges
    paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties and amounts paid in settlement)
    actually and reasonably incurred by Indemnitee in connection with the Proceeding. No indemnification, hold harmless or exoneration
    rights shall be available under this Section 7.1 on account of Indemnitee’s conduct which constitutes a breach of Indemnitee’s
    duty of loyalty to the Company or its shareholders or is an act or omission not in good faith or which involves intentional
    misconduct or a knowing violation of the law.



 






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	 	7.2	Notwithstanding any
    limitation in Sections 3, 4, 5 or 7.1, except for Section 27, the Company shall, to the fullest extent permitted by applicable
    law and the Articles, indemnify, hold harmless and exonerate Indemnitee if Indemnitee is a party to or threatened to be made
    a party to any Proceeding (including a Proceeding by or in the right of the Company to procure a judgment in its favor) against
    all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges
    paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties and amounts paid in settlement)
    actually and reasonably incurred by Indemnitee in connection with the Proceeding.



 

	 	8	CONTRIBUTION IN THE
    EVENT OF JOINT LIABILITY


 


	 	8.1	To the fullest extent
    permitted by applicable law and the Articles, if the indemnification, hold harmless and/or exoneration rights provided for
    in this Agreement are unavailable to Indemnitee in whole or in part for any reason whatsoever, the Company, in lieu of indemnifying,
    holding harmless or exonerating Indemnitee, shall pay, in the first instance, the entire amount incurred by Indemnitee, whether
    for judgments, liabilities, fines, penalties, amounts paid or to be paid in settlement and/or for Expenses, in connection
    with any Proceeding without requiring Indemnitee to contribute to such payment, and the Company hereby waives and relinquishes
    any right of contribution it may have at any time against Indemnitee.



 

		8.2	The
                                         Company shall not enter into any settlement of any Proceeding in which the Company is
                                         jointly liable with Indemnitee (or would be if joined in such Proceeding) unless such
                                         settlement provides for a full and final release of all claims asserted against Indemnitee.



 


	 	8.3	The Company hereby agrees
    to fully indemnify, hold harmless and exonerate Indemnitee from any claims for contribution which may be brought by officers,
    directors or employees of the Company other than Indemnitee who may be jointly liable with Indemnitee.


 


	 	9	EXCLUSIONS


 


Notwithstanding
any provision in this Agreement, the Company shall not be obligated under this Agreement to make any indemnification, advance
expenses, hold harmless or exoneration payment in connection with any claim made against Indemnitee:


 


	 	(a)	for which payment has
    actually been received by or on behalf of Indemnitee under any insurance policy or other indemnity or advancement provision,
    except with respect to any excess beyond the amount actually received under any insurance policy, contract, agreement, other
    indemnity or advancement provision or otherwise;



 

	 	(b)	for an accounting of
    profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning
    of Section 16(b) of the Exchange Act or similar provisions of state statutory law or common law; or


 


	 	(c)	except as otherwise
    provided in Sections 14.5 and 14.6 hereof, prior to a Change in Control, in connection with any Proceeding (or any part of
    any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee
    against the Company or its directors, officers, employees or other indemnitees, unless (i) the Board authorized the Proceeding
    (or any part of any Proceeding) prior to its initiation or (ii) the Company provides the indemnification, hold harmless or
    exoneration payment, in its sole discretion, pursuant to the powers vested in the Company under applicable law. Indemnitee
    shall seek payments or advances from the Company only to the extent that such payments or advances are unavailable from any
    insurance policy of the Company covering Indemnitee.



 






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	10	ADVANCES OF EXPENSES;
    DEFENSE OF CLAIM



 

	 	10.1	Notwithstanding any
    provision of this Agreement to the contrary except for Section 27, and to the fullest extent not prohibited by applicable
    law or the Articles, the Company shall pay the Expenses incurred by Indemnitee (or reasonably expected by Indemnitee to be
    incurred by Indemnitee within three months) in connection with any Proceeding within ten (10) days after the receipt by the
    Company of a statement or statements requesting such advances from time to time, prior to the final disposition of any Proceeding.
    Advances shall, to the fullest extent permitted by applicable law, be unsecured and interest free. Advances shall, to the
    fullest extent permitted by applicable law and the Articles, be made without regard to Indemnitee’s ability to repay
    the Expenses and without regard to Indemnitee’s ultimate entitlement to be indemnified, held harmless or exonerated
    under the other provisions of this Agreement. Advances shall include any and all reasonable Expenses incurred pursuing a Proceeding
    to enforce this right of advancement, including Expenses incurred preparing and forwarding statements to the Company to support
    the advances claimed. To the fullest extent required by applicable law and the Articles, such payments of Expenses in advance
    of the final disposition of the Proceeding shall be made only upon the Company’s receipt of an undertaking, by or on
    behalf of Indemnitee, to repay the advanced amounts to the extent that it is ultimately determined that Indemnitee is not
    entitled to be indemnified by the Company under the provisions of this Agreement, the Articles, applicable law or otherwise.
    If it shall be determined by a final judgement or other final adjudication that Indemnitee was not so entitled to indemnification,
    any advanced amount shall be returned to the Company (without interest) by the Indemnitee. This Section 10.1 shall not apply
    to any claim made by Indemnitee for which an indemnification, hold harmless or exoneration payment is excluded pursuant to
    Section 9.


 


	 	10.2	The Company will be
    entitled to participate in the Proceeding at its own expense.


 


	 	10.3	The Company shall not
    settle any action, claim or Proceeding (in whole or in part) which would impose any Expense, judgment, fine, penalty or limitation
    on Indemnitee without Indemnitee’s prior written consent.


 


	 	11	PROCEDURE FOR NOTIFICATION
    AND APPLICATION FOR INDEMNIFICATION


 


	 	11.1	Indemnitee agrees to
    notify promptly the Company in writing upon being served with any summons, citation, subpoena, complaint, indictment, information
    or other document relating to any Proceeding or matter which may be subject to indemnification, hold harmless or exoneration
    rights, or advancement of Expenses covered hereunder. The failure of Indemnitee to so notify the Company shall not relieve
    the Company of any obligation which it may have to Indemnitee under this Agreement, or otherwise.


 


	11.2	Indemnitee may deliver
    to the Company a written application to indemnify, hold harmless or exonerate Indemnitee in accordance with this Agreement.
    Such application(s) may be delivered from time to time and at such time(s) as Indemnitee deems appropriate in his or her sole
    discretion. Following such a written application for indemnification by Indemnitee, Indemnitee’s entitlement to indemnification
    shall be determined according to Section 12.1 of this Agreement.



 






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	12	PROCEDURE UPON APPLICATION
    FOR INDEMNIFICATION


 


	 	12.1	A determination, if
    required by applicable law and the Articles, with respect to Indemnitee’s entitlement to indemnification shall be made
    in the specific case by one of the following methods: (i) if no Change in Control has occurred, (x) by a majority vote of
    the Disinterested Directors, even though less than a quorum of the Board, (y) by a committee of Disinterested Directors, even
    though less than a quorum of the Board, or (z) if there are no Disinterested Directors, or if such Disinterested Directors
    so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, or
    (ii) if a Change in Control has occurred, by Independent Counsel in a written opinion to the Board, a copy of which shall
    be delivered to Indemnitee. The Company will promptly advise Indemnitee in writing with respect to any determination that
    Indemnitee is or is not entitled to indemnification, including a description of any reason or basis for which indemnification
    has been denied. If it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made
    within ten (10) days after such determination. Indemnitee shall reasonably cooperate with the person, persons or entity making
    such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person,
    persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected
    from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any costs
    or Expenses (including reasonable attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the
    person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to
    Indemnitee’s entitlement to indemnification) and the Company hereby agrees to indemnify and to hold Indemnitee harmless
    therefrom.



 

	12.2	In the event the determination
    of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 12.1 hereof, the Independent Counsel
    shall be selected as provided in this Section 12.2. The Independent Counsel shall be selected by Indemnitee (unless Indemnitee
    shall request that such selection be made by the Board), and Indemnitee shall give written notice to the Company advising
    it of the identity of the Independent Counsel so selected and certifying that the Independent Counsel so selected meets the
    requirements of “Independent Counsel” as defined in Section 2 of this Agreement. If the Independent Counsel is
    selected by the Board, the Company shall give written notice to Indemnitee advising him of the identity of the Independent
    Counsel so selected and certifying that the Independent Counsel so selected meets the requirements of “Independent Counsel”
    as defined in Section 2 of this Agreement. In either event, Indemnitee or the Company, as the case may be, may, within ten
    (10) days after such written notice of selection shall have been received, deliver to the Company or to Indemnitee, as the
    case may be, a written objection to such selection; provided, however, that such objection may be asserted only on the ground
    that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in
    Section 2 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent
    a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is so made
    and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection
    is withdrawn or a court of competent jurisdiction has determined that such objection is without merit. If, within twenty (20)
    days after submission by Indemnitee of a written request for indemnification pursuant to Section 11.2 hereof, no Independent
    Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition the Cayman Court for resolution
    of any objection which shall have been made by the Company or Indemnitee to the other’s selection of Independent Counsel
    and/or for the appointment as Independent Counsel of a person selected by the Cayman Court, and the person with respect to
    whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section 12.1 hereof.
    Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 14.1 of this Agreement, Independent
    Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards
    of professional conduct then prevailing).
	 	 
	12.3	The Company agrees to
    pay the reasonable fees and expenses of Independent Counsel and to fully indemnify and hold harmless such Independent Counsel
    against any and all Expenses, claims, liabilities and damages arising out of or relating to this Agreement or its engagement
    pursuant hereto.



 






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	 	13	PRESUMPTIONS AND
    EFFECT OF CERTAIN PROCEEDINGS


 


	 	13.1	In making a determination
    with respect to entitlement to indemnification hereunder, the person, persons or entity making such determination shall presume
    that Indemnitee is entitled to indemnification under this Agreement if Indemnitee has submitted a request for indemnification
    in accordance with Section 11.2 of this Agreement, and the Company shall have the burden of proof to overcome that presumption
    in connection with the making by any person, persons or entity of any determination contrary to that presumption. Neither
    the failure of the Company (including by its Disinterested Directors or Independent Counsel) to have made a determination
    prior to the commencement of any action pursuant to this Agreement that indemnification is proper in the circumstances because
    Indemnitee has met the applicable standard of conduct, nor an actual determination by the Company (including by its Disinterested
    Directors or Independent Counsel) that Indemnitee has not met such applicable standard of conduct, shall be a defense to the
    action or create a presumption that Indemnitee has not met the applicable standard of conduct.



 

	13.2	If the person, persons
    or entity empowered or selected under Section 12 of this Agreement to determine whether Indemnitee is entitled to indemnification
    shall not have made a determination within thirty (30) days after receipt by the Company of the request therefor, the requisite
    determination of entitlement to indemnification shall, to the fullest extent permitted by applicable law and the Articles,
    be deemed to have been made and Indemnitee shall be entitled to such indemnification, absent (i) a misstatement by Indemnitee
    of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading,
    in connection with the request for indemnification, or (ii) a final judicial determination that any or all such indemnification
    is expressly prohibited under applicable law; provided, however, that such 30-day period may be extended for a reasonable
    time, not to exceed an additional fifteen (15) days, if the person, persons or entity making the determination with respect
    to entitlement to indemnification in good faith requires such additional time for the obtaining or evaluating of documentation
    and/or information relating thereto.
	 	 
	13.3	The termination of any
    Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of nolo
    contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself adversely affect
    the right of Indemnitee to indemnification or create a presumption that Indemnitee did not act in good faith and in a manner
    which he reasonably believed to be in or not opposed to the best interests of the Company or, with respect to any criminal
    Proceeding, that Indemnitee had reasonable cause to believe that his conduct was unlawful.


 


	 	13.4	For purposes of any
    determination of good faith, Indemnitee shall be deemed to have acted in good faith if Indemnitee’s action is based
    on the records or books of account of the Enterprise, including financial statements, or on information supplied to Indemnitee
    by the directors, managers, managing members, or officers of the Enterprise in the course of their duties, or on the advice
    of legal counsel for the Enterprise, its Board, any committee of the Board or any director, trustee, general partner, manager,
    or managing member or on information or records given or reports made to the Enterprise, its Board, any committee of the Board
    or any director, trustee, general partner, manager or managing member by an independent certified public accountant or by
    an appraiser or other expert selected by the Enterprise, its Board, any committee of the Board or any director, trustee, general
    partner, manager or managing member. The provisions of this Section 13.4 shall not be deemed to be exclusive or to limit in
    any way the other circumstances in which Indemnitee may be deemed or found to have met the applicable standard of conduct
    set forth in this Agreement.


 


	 	13.5	The knowledge and/or
    actions, or failure to act, of any other director, officer, trustee, partner, manager, managing member, fiduciary, agent or
    employee of the Enterprise shall not be imputed to Indemnitee for purposes of determining the right to indemnification under
    this Agreement.



 






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	14	REMEDIES OF INDEMNITEE



 

	 	14.1	In the event that (i)
    a determination is made pursuant to Section 12 of this Agreement that Indemnitee is not entitled to indemnification under
    this Agreement, (ii) advancement of Expenses, to the fullest extent permitted by applicable law and the Articles, is not timely
    made pursuant to Section 10 of this Agreement, (iii) no determination of entitlement to indemnification shall have been made
    pursuant to Section 12.1 of this Agreement within thirty (30) days after receipt by the Company of the request for indemnification,
    (iv) payment of indemnification is not made pursuant to Sections 5, 6, 7 or the last sentence of Section 12.1 of this Agreement
    within ten (10) days after receipt by the Company of a written request therefor, (v) a contribution payment is not made in
    a timely manner pursuant to Section 8 of this Agreement, (vi) payment of indemnification pursuant to Section 3 or 4 of this
    Agreement is not made in accordance with this Agreement within ten (10) days after a determination has been made that Indemnitee
    is entitled to indemnification, or (vii) payment to Indemnitee pursuant to any hold harmless or exoneration rights under this
    Agreement or otherwise is not made within ten (10) days after receipt by the Company of a written request therefor, Indemnitee
    shall be entitled to an adjudication by the Cayman Court to such indemnification, hold harmless, exoneration, contribution
    or advancement rights. Alternatively, Indemnitee, at his option, may seek an award in arbitration to be conducted by a single
    arbitrator pursuant to the Commercial Arbitration Rules and Mediation Procedures of the American Arbitration Association.
    Except as set forth herein, the provisions of Cayman Islands law (without regard to its conflict of laws rules) shall apply
    to any such arbitration. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration.



 

	 	14.2	In the event that a
    determination shall have been made pursuant to Section 12.1 of this Agreement that Indemnitee is not entitled to indemnification,
    any judicial proceeding or arbitration commenced pursuant to this Section 14 shall be conducted in all respects as a de novo
    trial, or arbitration, on the merits and Indemnitee shall not be prejudiced by reason of that adverse determination. In any
    judicial proceeding or arbitration commenced pursuant to this Section 14, Indemnitee shall be presumed to be entitled to be
    indemnified, held harmless, exonerated to receive advances of Expenses under this Agreement and the Company shall have the
    burden of proving Indemnitee is not entitled to be indemnified, held harmless, exonerated and to receive advances of Expenses,
    as the case may be, and the Company may not refer to or introduce into evidence any determination pursuant to Section 12.1
    of this Agreement adverse to Indemnitee for any purpose. If Indemnitee commences a judicial proceeding or arbitration pursuant
    to this Section 14, Indemnitee shall not be required to reimburse the Company for any advances pursuant to Section 10 until
    a final determination is made with respect to Indemnitee’s entitlement to indemnification (as to which all rights of
    appeal have been exhausted or lapsed).


 


	 	14.3	If a determination shall
    have been made pursuant to Section 12.1 of this Agreement that Indemnitee is entitled to indemnification, the Company shall
    be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 14, absent (i)
    a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement
    not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification
    under applicable law.


 


	14.4	The Company shall be
    precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 14 that the procedures
    and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court or before
    any such arbitrator that the Company is bound by all the provisions of this Agreement.



 






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	14.5	The Company shall indemnify
    and hold harmless Indemnitee to the fullest extent permitted by applicable law and the Articles against all Expenses and,
    if requested by Indemnitee, shall (within ten (10) days after the Company’s receipt of such written request) pay to
    Indemnitee, to the fullest extent permitted by applicable law and the Articles, such Expenses which are incurred by Indemnitee
    in connection with any judicial proceeding or arbitration brought by Indemnitee (i) to enforce his rights under, or to recover
    damages for breach of, this Agreement or any other indemnification, hold harmless, exoneration, advancement or contribution
    agreement or provision of the Articles now or hereafter in effect; or (ii) for recovery or advances under any insurance policy
    maintained by any person for the benefit of Indemnitee, regardless of the outcome and whether Indemnitee ultimately is determined
    to be entitled to such indemnification, hold harmless or exoneration right, advancement, contribution or insurance recovery,
    as the case may be (unless such judicial proceeding or arbitration was not brought by Indemnitee in good faith).


 


	 	14.6	Interest shall be paid
    by the Company to Indemnitee at the legal rate under New York law for amounts which the Company indemnifies, holds harmless
    or exonerates, or is obliged to indemnify, hold harmless or exonerate for the period commencing with the date on which Indemnitee
    requests indemnification, to be held harmless, exonerated, contribution, reimbursement or advancement of any Expenses and
    ending with the date on which such payment is made to Indemnitee by the Company.


 


	 	15	SECURITY


 


Notwithstanding
anything herein to the contrary except for Section 27, to the extent requested by Indemnitee and approved by the Board, the Company
may at any time and from time to time provide security to Indemnitee for the Company’s obligations hereunder through an
irrevocable bank line of credit, funded trust or other collateral. Any such security, once provided to Indemnitee, may not be
revoked or released without the prior written consent of Indemnitee.


 


	 	16	NON-EXCLUSIVITY;
    SURVIVAL OF RIGHTS; INSURANCE; SUBROGATION



 

	 	16.1	The rights of Indemnitee
    as provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may at any time be entitled
    under applicable law, the Articles, any agreement, a vote of shareholders or a resolution of directors, or otherwise. No amendment,
    alteration or repeal of this Agreement or of any provision hereof shall limit or restrict any right of Indemnitee under this
    Agreement in respect of any Proceeding (regardless of when such Proceeding is first threatened, commenced or completed)
arising out of, or related to, any action taken or omitted by such Indemnitee in his Corporate Status prior to such amendment,
alteration or repeal. To the extent that a change in applicable law, whether by statute or judicial decision, permits greater
indemnification, hold harmless or exoneration rights or advancement of Expenses than would be afforded currently under the Articles
or this Agreement, then this Agreement (without any further action by the parties hereto) shall automatically be deemed to be
amended to require that the Company indemnifies Indemnitee to the fullest extent permitted by law. No right or remedy herein conferred
is intended to be exclusive of any other right or remedy, and every other right and remedy shall be cumulative and in addition
to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or
employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other
right or remedy.





 






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	 	16.2	The Companies Law (2020
    Revision) of the Cayman Islands and the Articles permit the Company to purchase and maintain insurance or furnish similar
    protection or make other arrangements including, but not limited to, providing a trust fund, letter of credit, or surety bond
    (“Indemnification Arrangements”) on behalf of Indemnitee against any liability asserted against him or
    incurred by or on behalf of him or in such capacity as a director, officer, employee or agent of the Company, or arising out
    of his status as such, whether or not the Company would have the power to indemnify him against such liability under the provisions
    of this Agreement or under the Companies Law (2020 Revision) of the Cayman Islands, as it may then be in effect. The purchase,
    establishment, and maintenance of any such Indemnification Arrangement shall not in any way limit or affect the rights and
    obligations of the Company or of Indemnitee under this Agreement except as expressly provided herein, and the execution and
    delivery of this Agreement by the Company and Indemnitee shall not in any way limit or affect the rights and obligations of
    the Company or the other party or parties thereto under any such Indemnification Arrangement.



 

	 	16.3	To the extent that the
    Company maintains an insurance policy or policies providing liability insurance for directors, officers, trustees, partners,
    managers, managing members, fiduciaries, employees, or agents of the Company or of any other Enterprise which such person
    serves at the request of the Company, Indemnitee shall be covered by such policy or policies in accordance with its or their
    terms to the maximum extent of the coverage available for any such director, officer, trustee, partner, manager, managing
    member, fiduciary, employee or agent under such policy or policies. If, at the time the Company receives notice from any source
    of a Proceeding as to which Indemnitee is a party or a participant (as a witness, deponent or otherwise), the Company has
    director and officer liability insurance in effect, the Company shall give prompt notice of such Proceeding to the insurers
    in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or
    desirable action to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such Proceeding
    in accordance with the terms of such policies.


 


	16.4	In the event of any
    payment under this Agreement, the Company, to the fullest extent permitted by applicable law and the Articles, shall be subrogated
    to the extent of such payment to all of the rights of recovery of Indemnitee, who shall execute all papers required and take
    all action necessary to secure such rights, including execution of such documents as are necessary to enable the Company to
    bring suit to enforce such rights. No such payment by the Company shall be deemed to relive any insurer of its obligations.
	 	 
	16.5	The Company’s
    obligation to indemnify, hold harmless, exonerate or advance Expenses hereunder to Indemnitee who is or was serving at the
    request of the Company as a director, officer, trustee, partner, manager, managing member, fiduciary, employee or agent of
    any other Enterprise shall be reduced by any amount Indemnitee has actually received as indemnification, hold harmless or
    exoneration payments or advancement of expenses from such Enterprise. Notwithstanding any other provision of this Agreement
    to the contrary except for Section 27, (i) Indemnitee shall have no obligation to reduce, offset, allocate, pursue or apportion
    any indemnification, hold harmless, exoneration, advancement, contribution or insurance coverage among multiple parties possessing
    such duties to Indemnitee prior to the Company’s satisfaction and performance of all its obligations under this Agreement,
    and (ii) the Company shall perform fully its obligations under this Agreement without regard to whether Indemnitee holds,
    may pursue or has pursued any indemnification, advancement, hold harmless, exoneration, contribution or insurance coverage
    rights against any person or entity other than the Company.



 






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	16.6	The Company hereby acknowledges
    that Indemnitee may have certain rights to indemnification, advancement of Expenses and/or insurance provided by one or more
    Persons with whom or which Indemnitee may be associated. The Company hereby acknowledges and agrees that (i) the Company shall
    be the indemnitor of first resort with respect to any Proceeding, Expense, liability or matter that is the subject of the
    Indemnity Obligations, (ii) the Company shall be primarily liable for all Indemnity Obligations and any indemnification afforded
    to Indemnitee in respect of any Proceeding, Expense, liability or matter that is the subject of Indemnity Obligations, whether
    created by law, organizational or constituent documents, contract (including, without limitation, this Agreement) or otherwise,
    (iii) any obligation of any other Persons with whom or which Indemnitee may be associated to indemnify Indemnitee and/or advance
    Expenses to Indemnitee in respect of any proceeding shall be secondary to the obligations of the Company hereunder, (iv) the
    Company shall be required to indemnify Indemnitee and advance Expenses to Indemnitee hereunder to the fullest extent provided
    herein without regard to any rights Indemnitee may have against any other Person with whom or which Indemnitee may be associated
    or insurer of any such Person and (v) the Company irrevocably waives, relinquishes and releases any other Person with whom
    or which Indemnitee may be associated from any claim of contribution, subrogation or any other recovery of any kind in respect
    of amounts paid by the Company hereunder. In the event that any other Person with whom or which Indemnitee may be associated
    or their insurers advances or extinguishes any liability or loss which is the subject of any Indemnity Obligation owed by
    the Company or payable under any insurance policy provided under this Agreement, the payor shall have a right of subrogation
    against the Company or its insurer or insurers for all amounts so paid which would otherwise be payable by the Company or
    its insurer or insurers under this Agreement. In no event will payment of an Indemnity Obligation of the Company under this
    Agreement by any other Person with whom or which Indemnitee may be associated or their insurers, affect the obligations of
    the Company hereunder or shift primary liability for any Indemnity Obligation to any other Person with whom or which Indemnitee
    may be associated. Any indemnification and/or insurance or advancement of Expenses provided by any other Person with whom
    or which Indemnitee may be associated, with respect to any liability arising as a result of Indemnitee’s Corporate Status
    or capacity as an officer or director of any Person, is specifically in excess of any Indemnity Obligation of the Company
    or valid and any collectible insurance (including, without limitation, any malpractice insurance or professional errors and
    omissions insurance) provided by the Company under this Agreement, and any obligation to provide indemnification and/or insurance
    or advance Expenses provided by any other Person with whom or which Indemnitee may be associated shall be reduced by any amount
    that Indemnitee collects from the Company as an indemnification payment or advancement of Expenses pursuant to this Agreement.
	 	 
	17	DURATION
OF AGREEMENT



 


All
agreements and obligations of the Company contained herein shall continue during the period Indemnitee serves as a director or
officer of the Company or as a director, officer, trustee, partner, manager, managing member, fiduciary, employee or agent of
any other company, corporation, partnership, joint venture, trust, employee benefit plan or other Enterprise which Indemnitee
serves at the request of the Company and shall continue thereafter so long as Indemnitee shall be subject to any possible Proceeding
(including any rights of appeal thereto and any Proceeding commenced by Indemnitee pursuant to Section 14 of this Agreement) by
reason of his Corporate Status, whether or not he is acting in any such capacity at the time any liability or expense is incurred
for which indemnification or advancement can be provided under this Agreement.


 






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	 	18	SEVERABILITY


 


If
any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable for any reason whatsoever:
(a) the validity, legality and enforceability of the remaining provisions of this Agreement (including, without limitation, each
portion of any Section, paragraph or sentence of this Agreement containing any such provision held to be invalid, illegal or unenforceable,
that is not itself invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby and shall remain enforceable
to the fullest extent permitted by applicable law (and the Articles); (b) such provision or provisions shall be deemed reformed
to the extent necessary to conform to applicable law and to give the maximum effect to the intent of the parties hereto; and (c)
to the fullest extent possible, the provisions of this Agreement (including, without limitation, each portion of any Section,
paragraph or sentence of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not
itself invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested thereby.


 


	 	19	ENFORCEMENT AND BINDING
    EFFECT



 

	19.1	The Company expressly
    confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on it hereby in order to induce
    Indemnitee to serve as a director, officer or key employee of the Company, and the Company acknowledges that Indemnitee is
    relying upon this Agreement in serving as a director, officer or key employee of the Company.
	 	 
	19.2	Without limiting any
    of the rights of Indemnitee under the Articles as they may be amended from time to time, this Agreement constitutes the entire
    agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings,
    oral, written and implied, between the parties hereto with respect to the subject matter hereof.



 

	 	19.3	The indemnification,
    hold harmless, exoneration and advancement of expenses rights provided by or granted pursuant to this Agreement shall be binding
    upon and be enforceable by the parties hereto and their respective successors and assigns (including any direct or indirect
    successor by purchase, merger, consolidation or otherwise to all or substantially all of the business and/or assets of the
    Company), shall continue as to an Indemnitee who has ceased to be a director, officer, employee or agent of the Company or
    a director, officer, trustee, general partner, manager, managing member, fiduciary, employee or agent of any other Enterprise
    at the Company’s request, and shall inure to the benefit of Indemnitee and his or her spouse, assigns, heirs, devisees,
    executors and administrators and other legal representatives.


 


	 	19.4	The Company shall require
    and cause any successor (whether direct or indirect by purchase, merger, consolidation or otherwise) to all, substantially
    all or a substantial part, of the business and/or assets of the Company, by written agreement in form and substance satisfactory
    to Indemnitee, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the
    Company would be required to perform if no such succession had taken place.


 


	19.5	The Company and Indemnitee
    agree herein that a monetary remedy for breach of this Agreement, at some later date, may be inadequate, impracticable and
    difficult of proof, and further agree that such breach may cause Indemnitee irreparable harm. Accordingly, the parties hereto
    agree that Indemnitee may, to the fullest extent permitted by applicable law and the Articles, enforce this Agreement by seeking,
    among other things, injunctive relief and/or specific performance hereof, without any necessity of showing actual damage or
    irreparable harm and that by seeking injunctive relief and/or specific performance, Indemnitee shall not be precluded from
    seeking or obtaining any other relief to which he may be entitled. The Company and Indemnitee further agree that Indemnitee
    shall to the fullest extent permitted by applicable law (and the Articles) be entitled to such specific performance and injunctive
    relief, including temporary restraining orders, preliminary injunctions and permanent injunctions, without the necessity of
    posting bonds or other undertaking in connection therewith. The Company acknowledges that in the absence of a waiver, a bond
    or undertaking may be required of Indemnitee by a Court of competent jurisdiction and the Company hereby waives any such requirement
    of such a bond or undertaking to the fullest extent permitted by applicable law and the Articles.



 






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	20	MODIFICATION
AND WAIVER



 


No
supplement, modification or amendment of this Agreement shall be binding unless executed in writing by the Company and Indemnitee.
No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions of this
Agreement nor shall any waiver constitute a continuing waiver.


 


	 	21	NOTICES


 


All
notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed to have been
duly given (i) if delivered by hand and receipted for by the party to whom said notice or other communication shall have been
directed, or (ii) mailed by certified or registered mail with postage prepaid, on the third (3rd) business day after the date
on which it is so mailed:


 


	 	(a)	If to Indemnitee, at
    the address indicated on the signature page of this Agreement or such other address as Indemnitee shall provide in writing
    to the Company.



 

	 	(b)	If to the Company, to:


 


Biotech
Acquisition Company

545 West 25th Street, 20th Floor

New York, NY 10001

Attn: Michael Shleifer


 


With
a copy, which shall not constitute notice, to:


 


Ellenoff
Grossman & Schole LLP


1345
Avenue of the Americas


New
York, NY 10105


Attn:
Richard Baumann, Esq.


Email:
rbaumann@egsllp.com


 


or
to any other address as may have been furnished to Indemnitee in writing by the Company.


 


	 	22	APPLICABLE LAW AND
    CONSENT TO JURISDICTION


 


This
Agreement and the legal relations among the parties shall be governed by, and construed and enforced in accordance with, the laws
of the State of New York. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 14.1 of this Agreement,
to the fullest extent permitted by law the Company and Indemnitee hereby irrevocably and unconditionally: (a) agree that any action
or proceeding arising out of or in connection with this Agreement shall be brought only in the Courts of the State of New York
and not in any other state or federal court in the United States of America or any court in any other country; (b) consent to
submit to the exclusive jurisdiction of the Courts of the State of New York for purposes of any action or proceeding arising out
of or in connection with this Agreement; (c) waive any objection to the laying of venue of any such action or proceeding in the
Courts of the State of New York; and (d) waive, and agree not to plead or to make, any claim that any such action or proceeding
brought in the Courts of the State of New York has been brought in an improper or inconvenient forum, or is subject (in whole
or in part) to a jury trial. To the fullest extent permitted by law, the parties hereby agree that the mailing of process and
other papers in connection with any such action or proceeding in the manner provided by Section 21 or such other manner as may
be permitted by law, shall be valid and sufficient service thereof.


 






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	 	23	IDENTICAL COUNTERPARTS


 


This
Agreement may be executed in one or more counterparts, each of which shall for all purposes be deemed to be an original but all
of which together shall constitute one and the same Agreement. Only one such counterpart signed by the party against whom enforceability
is sought needs to be produced to evidence the existence of this Agreement.


 


	 	24	MISCELLANEOUS


 


Use
of the masculine pronoun shall be deemed to include usage of the feminine pronoun where appropriate. The headings of the paragraphs
of this Agreement are inserted for convenience only and shall not be deemed to constitute part of this Agreement or to affect
the construction thereof.


 


	 	25	PERIOD OF LIMITATIONS


 


No
legal action shall be brought and no cause of action shall be asserted by or in the right of the Company against Indemnitee, Indemnitee’s
spouse, heirs, executors or personal or legal representatives after the expiration of two years from the date of accrual of such
cause of action, and any claim or cause of action of the Company shall be extinguished and deemed released unless asserted by
the timely filing of a legal action within such two-year period; provided, however, that if any shorter period of limitations
is otherwise applicable to any such cause of action such shorter period shall govern.


 


	 	26	ADDITIONAL ACTS


 


If
for the validation of any of the provisions in this Agreement any act, resolution, approval or other procedure is required, to
the fullest extent permitted by law, the Company undertakes to cause such act, resolution, approval or other procedure to be affected
or adopted in a manner that will enable the Company to fulfil its obligations under this Agreement.


 


	 	27	WAIVER OF CLAIMS
    TO TRUST ACCOUNT


 


Indemnitee
hereby agrees that it does not have any right, title, interest or claim of any kind (each, a “Claim”) in or
to any monies in the trust account established in connection with the Company’s initial public offering for the benefit
of the Company and holders of shares issued in such offering, and hereby waives any Claim it may have in the future as a result
of, or arising out of, any services provided to the Company and will not seek recourse against such trust account for any reason
whatsoever. Accordingly, Indemnitee acknowledges and agrees that any indemnification provided hereto will only be able to be satisfied
by the Company if (i) the Company has sufficient funds outside of the Trust Account to satisfy its obligations hereunder or (ii)
the Company consummated a Business Combination.


 


	 	28.	MAINTENANCE OF INSURANCE
    


 


The
Company shall use commercially reasonable efforts to obtain and maintain in effect during the entire period for which the Company
is obligated to indemnify the Indemnitee under this Agreement, one or more policies of insurance with reputable insurance companies
to provide the officers/directors of the Company with coverage for losses from wrongful acts and omissions and to ensure the Company’s
performance of its indemnification obligations under this Agreement. The Indemnitee shall be covered by such policy or policies
in accordance with its or their terms to the maximum extent of the coverage available for any such director or officer under such
policy or policies. In all such insurance policies, the Indemnitee shall be named as an insured in such a manner as to provide
the Indemnitee with the same rights and benefits as are accorded to the most favorably insured of the Company’s directors
and officers.


 






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	 	29.	INTERPRETATION


 


In
this Agreement:


 


	 	(a)	words importing the
    singular number include the plural number and vice versa; words importing the masculine gender include the feminine gender;



 

	 	(b)	“written”
    and “in writing” include all modes of representing or reproducing words in visible form, including in the form
    of an Electronic Record;


 


	 	(c)	“shall”
    shall be construed as imperative and “may” shall be construed as permissive;


 


	 	(d)	references to provisions
    of any law or regulation shall be construed as references to those provisions as amended, modified, re-enacted or replaced;


 


	 	(e)	any phrase introduced
    by the terms “including”, “include”, “in particular” or any similar expression shall be
    construed as illustrative and shall not limit the sense of the words preceding those terms;
	 	 	 
	 	(f)	the term “and/or”
    is used herein to mean both “and” as well as “or. “ The use of “and/or” in certain contexts
    in no respects qualifies or modifies the use of the terms “and” or “or” in others. The term “or”
    shall not be interpreted to be exclusive and the term “and” shall not be interpreted to require the conjunctive
    (in each case, unless the context otherwise requires);


 


	 	(g)	headings are inserted
    for reference only and shall be ignored in construing this Agreement;


 


	 	(h)	any requirements as
    to delivery under this Agreement include delivery in the form of an electronic record (as defined in the Electronic Transactions
    Law (2003));


 


	 	(i)	any requirements as
    to execution or signature under this Agreement including the execution of this Agreement itself can be satisfied in the form
    of an electronic signature (as defined in the Electronic Transactions Law (2003 Revision));


 


	 	(j)	sections 8 and 19(3)
    of the Electronic Transactions Law (2003 Revision) shall not apply.


 


 


[SIGNATURE
PAGE FOLLOWS]


 






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IN
WITNESS WHEREOF, the parties hereto have caused this Indemnity Agreement to be signed on the day and year first above written.


 


		BIOTECH ACQUISITION COMPANY
	 	 	 	 
	 	By:	 
	 	 	Name:	 
	 	 	Title:	 
	 	 	 	 
	 	 	 	 
	 	INDEMNITEE
	 	 	 	 
	 	By:	 
	 	 	Name:	 



 


 


[Signature
Page to Indemnity Agreement] 


 




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