EX-10.9





 EXHIBIT 10.9 

STOCK ESCROW AGREEMENT 

STOCK ESCROW AGREEMENT, dated as of _________, 2022 (“Agreement”), by and among BELLEVUE LIFE SCIENCES ACQUISITION CORP., a
Delaware corporation (“Company”), the stockholder of the Company listed on Exhibit A hereto (the “Sponsor”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York limited purpose trust company
(“Escrow Agent”). 
 WHEREAS, the Company was formed for the purpose of completing a merger, share exchange, asset
acquisition, stock purchase, recapitalization, reorganization or similar business combination (a “Business Combination”) with one or more businesses or entities. 

WHEREAS, the Company has entered into an Underwriting Agreement, dated _______, 2022 (“Underwriting Agreement”),
with CHARDAN CAPITAL MARKETS LLC (the “Representative”) acting as representative of the several underwriters (collectively, the “Underwriters”), pursuant to which, among other matters, the Underwriters
have agreed to purchase 6,000,000 units (“Units”) of the Company, plus an additional 900,000 Units if the Representative exercises the over-allotment option in full. Each Unit consists of one share of the Company’s common
stock, par value $0.0001 per share (“Common Stock”), one warrant (“Warrant”), and one right (“Right”) entitling the holder thereof to receive one-tenth (1/10) of a share of Common Stock upon the
consummation of an initial business combination, each to purchase one share of Common Stock, all as more fully described in the Company’s final Prospectus, dated _______, 2022 (“Prospectus”) comprising part of the
Company’s Registration Statement on Form S-1 (File No. 333-264597) under the Securities Act of 1933, as amended (“Registration Statement”),
declared effective on _______, 2022 (“Effective Date”). 
 WHEREAS, the Sponsor has agreed as a condition of the sale of
the Units to deposit their shares of Common Stock of the Company in escrow as hereinafter provided. 
 WHEREAS, the Company and the Sponsor
desire that the Escrow Agent accept the shares of Common Stock, in escrow, to be held and disbursed as hereinafter provided. 
 IT IS
AGREED: 
 Section 1. Appointment of Escrow Agent. The Company and the Sponsor hereby appoint the Escrow Agent to act in
accordance with and subject to the terms of this Agreement and the Escrow Agent hereby accepts such appointment and agrees to act in accordance with and subject to such terms. 

Section 2. Deposit of Shares. On or before the Effective Date, the Sponsor’s shares of Common Stock set forth on
Exhibit A hereto shall be deposited in escrow, to be held and disbursed subject to the terms and conditions of this Agreement. The Sponsor acknowledges that the shares deposited in escrow will be legended to reflect the deposit of such shares under
this Agreement. 
 Section 3. Disbursement of the Escrow Shares. 

3.1 If the over-allotment option to purchase all or a portion of the additional 900,000 Units of the Company is not exercised in full within
45 days of the date of the Prospectus (as described in the Underwriting Agreement), the Sponsor agrees that the Escrow Agent shall return to the Company for cancellation, at no cost, the number of shares of Common Stock determined by multiplying
225,000 by a fraction, (i) the numerator of which is 900,000 minus the number of shares of Common Stock included in the Units purchased by the Underwriters upon the exercise of the over-allotment option, and (ii) the denominator of which
is 900,000. The Company shall promptly provide notice to the Escrow Agent of the expiration or termination of the over-allotment option and the number of Units, if any, purchased by the Underwriters in connection with the exercise thereof. 












 3.2 Except as otherwise set forth herein, the Escrow Agent shall hold the shares remaining
after any cancellation required pursuant to Section 3.1 above (such remaining shares to be referred to herein as the “Escrow Shares”) until (i) 36 months after the date of the consummation of an initial Business
Combination and (ii) with respect to 50% of the shares of Common Stock, the date on which the closing price of the Common Stock exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for
any 20 trading days within a 30-trading day period following the consummation of the Business Combination (such period of time during which the Escrow Shares are held in escrow, the “Escrow
Period”). The Company shall promptly provide notice of the consummation of an initial Business Combination to the Escrow Agent. Upon completion of the Escrow Period, the Escrow Agent shall disburse the Escrow Shares to the Sponsor;
provided, however, that if, after the consummation of an initial Business Combination and during the Escrow Period, the Company (or the surviving entity) consummates a liquidation, merger, stock exchange or other similar transaction which results in
all of the stockholders of such entity having the right to exchange their shares of Common Stock for cash, securities or other property, then the Escrow Agent will, upon receipt of a notice executed by the Chairman of the Board, Chief Executive
Officer or other authorized officer of the Company, in form reasonably acceptable to the Escrow Agent, certifying that such transaction is then being consummated or such conditions have been achieved, as applicable, release the Escrow Shares to the
Sponsor. The Escrow Agent shall have no further duties hereunder after the disbursement of the Escrow Shares in accordance with this Section 3.2. 

3.3 If the Escrow Agent is notified by the Company pursuant to Section 6.7 hereof that the Company’s Trust Account (as defined in
that certain Investment Management Trust Agreement, dated as of the date hereof, by and between the Company and the Escrow Agent as trustee thereunder) is being liquidated, then the Escrow Agent shall deliver the certificates representing the Escrow
Shares to the Sponsor promptly after the public stockholders are paid the liquidating distributions and shall have no further duties hereunder. 

Section 4. Rights of Sponsor in Escrow Shares. 

4.1 Voting Rights as a Stockholder. Subject to the terms of the Insider Letter described in Section 4.4 hereof and except as
herein provided, the Sponsor shall retain all of its rights as stockholder of the Company as long as any shares are held in escrow pursuant to this Agreement, including, without limitation, the right to vote such shares. 

4.2 Dividends and Other Distributions in Respect of the Escrow Shares. For as long as any shares are held in escrow pursuant to this
Agreement, all dividends payable in cash with respect to the Escrow Shares shall be paid to the Sponsor, but all dividends payable in stock or other non-cash property
(“Non-Cash Dividends”) shall be delivered to the Escrow Agent to hold in accordance with the terms hereof. As used herein, the term “Escrow Shares” shall be deemed to include
the Non-Cash Dividends distributed thereon, if any. 
 4.3 Restrictions on Transfer. During
the Escrow Period, the only permitted transfers of the Escrow Shares will be (i) to the Sponsor and the Company’s officers, directors, any affiliate or family members of any of the Company’s officers or directors, or any members or
affiliates of the Sponsor (including BCM Europe AG pursuant to the promissory note entered into on March 31, 2022 between the Sponsor and BCM Europe AG), (ii) in the case of an entity, as a distribution to its partners, stockholders or members
upon its liquidation, (iii) in the case of an individual, by gift to a member of one of the members of the individual’s immediate family or to a trust, the beneficiary of which is holder or a member of one of the individual’s
immediate family, an affiliate of such person or to a charitable organization; (iv) in the case of an individual, by virtue of laws of descent and distribution upon death; (v) in the case of an individual, pursuant to a qualified domestic
relations order; (vi) by certain pledges to secure obligations 












 
incurred in connection with purchases of the Company’s securities; (vii) by private sales at prices no greater than the price at which the securities were originally purchased;
(viii) by virtue of the laws of Delaware; (ix) by virtue of the Sponsor’s limited liability company agreement upon dissolution of the Sponsor; (x) in the event of the Company’s liquidation prior to the completion of the
Company’s initial Business Combination; (xi) in the event of the Company’s liquidation, merger, capital stock exchange, reorganization or other similar transaction which results in all of the Company’s stockholders having the
right to exchange their shares of Common Stock for cash, securities or other property subsequent to the Company’s completion of its initial Business Combination; (xii) the transfer of 30,000 Escrow Shares (or 34,500 Escrow Shares if the
Representative exercises the over-allotment option in full) to the Underwriters to be held in escrow until the Company’s completion of its initial Business Combination; or (xiii) any return of Escrow Shares to the Company for cancellation
pursuant to Section 3.1 of this Agreement; provided, however, that in the case of clauses (i) through (xii), unless the Company provides its prior written consent, such permitted transfers may be implemented only upon the respective
transferee’s written agreement to be bound by the terms and conditions of this Agreement and of the Insider Letter. 
 4.4 Insider
Letter. The Sponsor has executed a letter agreement with the Company and the Representative, dated as of the date hereto, the form of which is filed as an exhibit to the Registration Statement (“Insider Letter”), respecting the
rights and obligations of the Sponsor in certain events, including, but not limited to, the liquidation of the Company. 

Section 5. Concerning the Escrow Agent. 

5.1 Good Faith Reliance. The Escrow Agent shall not be liable for any action taken or omitted by it in good faith and in the exercise
of its own best judgment, and may rely conclusively and shall be protected in acting upon any order, notice, demand, certificate, opinion or advice of counsel (including counsel chosen by the Escrow Agent), statement, instrument, report or other
paper or document (not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and acceptability of any information therein contained) which is believed by the Escrow Agent in good faith to be
genuine and to be signed or presented by the proper person or persons. The Escrow Agent shall not be bound by any notice or demand, or any waiver, modification, termination or rescission of this Agreement unless evidenced by a writing delivered to
the Escrow Agent signed by the proper party or parties and, if the duties or rights of the Escrow Agent are affected, unless it shall have given its prior written consent thereto. 

5.2 Indemnification. Subject to Section 5.8 below, the Escrow Agent shall be indemnified and held harmless by the Company
from and against any expenses, including reasonable counsel fees and disbursements, or loss suffered by the Escrow Agent in connection with any action, suit or other proceeding involving any claim which in any way, directly or indirectly, arises out
of or relates to this Agreement, the services of the Escrow Agent hereunder, or the Escrow Shares held by it hereunder, other than expenses or losses arising from the gross negligence, fraud or willful misconduct of the Escrow Agent. Promptly after
the receipt by the Escrow Agent of notice of any demand or claim or the commencement of any action, suit or proceeding, the Escrow Agent shall notify the other parties hereto in writing. In the event of the receipt of such notice, the Escrow Agent,
in its sole discretion, may commence an action in the nature of interpleader in an appropriate court to determine ownership or disposition of the Escrow Shares or it may deposit the Escrow Shares with the clerk of any appropriate court or it may
retain the Escrow Shares pending receipt of a final, non-appealable order of a court having jurisdiction over all of the parties hereto directing to whom and under what circumstances the Escrow Shares are to
be disbursed and delivered. The provisions of this Section 5.2 shall survive in the event the Escrow Agent resigns or is discharged pursuant to Sections 5.5 or 5.6 below. 












 5.3 Compensation. Subject to Section 5.8 below, the Escrow Agent shall be
entitled to reasonable compensation from the Company for all services rendered by it hereunder. The Escrow Agent shall also be entitled to reimbursement from the Company for all reasonable expenses paid or incurred by it in the administration of its
duties hereunder including, but not limited to, all counsel, advisors’ and agents’ fees and disbursements and all taxes or other governmental charges. 

5.4 Further Assurances. From time to time on and after the date hereof, the Company and the Sponsor shall deliver or cause to be
delivered to the Escrow Agent such further documents and instruments and shall do or cause to be done such further acts as the Escrow Agent shall reasonably request to carry out more effectively the provisions and purposes of this Agreement, to
evidence compliance herewith or to assure itself that it is protected in acting hereunder. 
 5.5 Resignation. The Escrow Agent may
resign at any time and be discharged from its duties as escrow agent hereunder by its giving the other parties hereto written notice and such resignation shall become effective as hereinafter provided. Such resignation shall become effective at such
time that the Escrow Agent shall turn the Escrow Shares over to a successor escrow agent appointed by the Company and approved by the Representative, which approval will not be unreasonably withheld, conditioned or delayed. If no new escrow agent is
so appointed within the 60-day period following the giving of such notice of resignation, the Escrow Agent may deposit the Escrow Shares with any court it reasonably deems appropriate in the State of New York.

 5.6 Discharge of Escrow Agent. The Escrow Agent shall resign and be discharged from its duties as escrow agent hereunder if so
requested in writing at any time by all of the other parties hereto; provided, however, that such resignation shall become effective only upon the appointment of a successor escrow agent selected by the Company and approved by the Representative,
which approval will not be unreasonably withheld, conditioned or delayed. 
 5.7 Liability. Notwithstanding anything herein to the
contrary, the Escrow Agent shall not be relieved from liability hereunder for its own gross negligence, fraud or willful misconduct. 
 5.8
Waiver. The Escrow Agent hereby waives any right of set-off or any other right, title, interest or claim of any kind (“Claim”) in, or to any distribution of, the Trust Account and
hereby agrees not to seek recourse, reimbursement, payment or satisfaction for any Claim against the Trust Account for any reason whatsoever. 

Section 6. Miscellaneous. 

6.1 Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York,
without giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction. The parties hereto consent to the jurisdiction and venue of any state or federal court located in the City of
New York, Borough of Manhattan, for purposes of resolving any disputes hereunder. As to any claim, cross-claim, or counterclaim in any way relating to this Agreement, each party waives the right to trial by jury. 

6.2 Third Party Beneficiaries. Each of the parties to this Agreement hereby acknowledges that the Representative is a third party
beneficiary of this Agreement. 
 6.3 Entire Agreement. This Agreement contains the entire agreement of the parties hereto with
respect to the subject matter hereof and, except as expressly provided herein, may only be changed, amended, or modified by a writing signed by each of the parties hereto. 












 6.4 Headings. The headings contained in this Agreement are for reference purposes
only and shall not affect in any way the meaning or interpretation thereof. 
 6.5 Binding Effect. This Agreement shall be binding
upon and inure to the benefit of the respective parties hereto and their legal representatives, successors and assigns. 
 6.6
Notices. Any notice, consent or request to be given in connection with any of the terms or provisions of this Agreement shall be in writing and shall be sent by express mail or similar private courier service, by certified mail (return
receipt requested), by hand delivery, by email or by facsimile transmission: 
 If to the Company, to: 

Bellevue Life Sciences Acquisition Corp. 

10900 NE 4th Street, suite 2300 

Bellevue, WA 98004 
 Attn: Kuk
Hyoun Hwang, CEO 
 Email: peter.hwang@bellevuecm.com 

If to the Sponsor, to its address set forth in Exhibit A. 

and if to the Escrow Agent, to: 

Continental Stock Transfer & Trust Company 

Compliance Department 
 1 State
Street, 30th Floor 
 New York, New York 10004 

Email: compliance@continentalstock.com 

A copy of any notice sent hereunder shall be sent to: 

Chardan Capital Markets LLC 
 17
State Street #2100 
 New York, NY 10004 

Attn: Elliot Gnedy 
 Email:
EGnedy@chardan.com 
 with a copy to: 

K&L Gates LLP 
 925 4th
Avenue #2900 
 Seattle, WA 98104 

Attn: Gary Kocher, Esq. 
 Email:
gary.kocher@klgates.com 
 and: 

Kirkland & Ellis LLP 

601 Lexington Avenue 
 New York,
New York 10022 
 Attn: Christian O. Nagler, Esq. 

Email: christian.nagler@kirkland.com 












 The parties may change the persons and addresses to which the notices or other
communications are to be sent by giving written notice to any such change in the manner provided herein for giving notice. 
 6.7
Liquidation of the Trust Account. The Company shall give the Escrow Agent written notification of the liquidation of the Trust Account in the event that the Company fails to consummate a Business Combination within the time period specified
in the Company’s Amended and Restated Certificate of Incorporation, as the same may be amended from time to time. 
 6.8
Counterparts. This Agreement may be executed in several counterparts, each one of which shall constitute an original and may be delivered by facsimile transmission and together shall constitute one instrument. 

[Signature Page Follows] 












 WITNESS the execution of this Agreement as of the date first above written. 

 

			
	 COMPANY:
  

BELLEVUE LIFE SCIENCES ACQUISITION CORP.

		
	By:	 	
                 

	Name:	 	Kuk Hyoun Hwang
	Title:	 	Chief Executive Officer
	
	SPONSOR:
	
	 BELLEVUE GLOBAL LIFE SCIENCES INVESTORS LLC
  

By:Bellevue Capital Management LLC, its Manager

		
	By:	 	
                 

	Name:	 	Kuk Hyoun Hwang
	Title:	 	Chief Executive Officer
	
	 ESCROW AGENT:
  

CONTINENTAL STOCK TRANSFER & TRUST COMPANY

		
	By:	 	
                     


	Name:
	Title:


 [Signature Page to Stock Escrow Agreement] 












 EXHIBIT A 
  

					
	 Name and Address of Sponsor
	  	Number of
Shares	 
	 Bellevue Global Life Sciences Investors LLC

10900 NE 4th Street, Suite 2300

Bellevue, WA 98004

Tel: (425) 635-7700

Attn: Kuk Hyoun Hwang, CEO

Email: peter.hwang@bellevuecm.com
	  	 	1,725,000