Exhibit 10.11


 


Execution Version


 


SHARE SURRENDER AGREEMENT


 


THIS
SHARE SURRENDER AGREEMENT (this “Agreement”) is made as of May 19, 2022, by and among Biotech Group Acquisition
Corporation, a Delaware corporation (the “Company”), Biotech Group Acquisition Sponsor LLC, a Delaware limited liability
company (“Sponsor”), Yiru Shi, an individual (“Shi”), and Manu Ohri, an individual (“Ohri”
and together with Sponsor and Shi, the “Stockholders” and each, a “Stockholder”).


 


WHEREAS,
on February 18, 2022, the Sponsor, acquired 2,567,375 shares of Class B common stock, par value 0.0001 per share of the Company (the
“Class B Common Stock”), Shi acquired 192,625 shares of Class B Common Stock, and Ohri acquired 115,000 shares of
Class B Common Stock.


 


WHEREAS,
the Company is contemplating an initial public offering and the Stockholders have deemed it appropriate to surrender to the Company certain
shares (the “Shares”) of Class B Common Stock, as set forth on Schedule A hereto.


 


NOW,
THEREFORE, in consideration for their mutual promises and intending to be legally bound, the parties agree as follows:


 


1. Surrender
of Shares


 


(a) Surrender
and Acceptance by Company. The Stockholders hereby surrender (the “Surrender”) to the Company, and the Company
hereby accepts from the Stockholders, the Shares, free and clear of any liens, mortgages, adverse claims, charges, security interests,
encumbrances, any interest of any third party or other restrictions or limitations whatsoever of any kind.


 


(b) Effective
Time of Surrender. The Surrender shall become effective immediately upon the execution of this Agreement.


 


2. Applicable
Law. This Agreement shall be governed by the laws of the State of New York without regard to the rules of conflict of laws of
such state that would cause the laws of another jurisdiction to apply.


 


3. Entire
Agreement; Amendments. This Agreement and the documents contemplated hereby represent the entire agreement among the parties hereto
with respect to the subject matter hereof, and no amendment hereto shall be effective unless in writing and signed by the party sought
to be charged thereby.


 


4. Counterparts;
Facsimile Signature. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all
of which, together, shall constitute one and the same instrument. Facsimile and other electronically scanned signatures shall be deemed
originals for all purposes of this Agreement.


 


5. Benefits;
Binding Effect. This Agreement shall be for the benefit of and binding upon the parties hereto and their respective heirs, personal
representatives, legal representatives, successors and, where permitted and applicable, assigns, including, without limitation, any successor
to the Company or Sponsor, whether by merger, consolidation, sale of stock, sale of assets or otherwise.


 


[Signatures Follow on
Next Page]


 






     


     


    

 


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


 


	 	Biotech Group Acquisition Corporation
  
	 	By:	/s/ Yiru Shi
	 	 	Name:	Yiru Shi 
	 	 	Title:	Sole Director, CEO, and Chairwoman 
	 
	 	Biotech Group Acquisition Sponsor LLC
  
	 	By:  	/s/ Shu-Lan Liu
	 	 	Name: 	Shu-Lan Liu 
	 	 	Title: 	Manager 
	 
	 	Yiru Shi
  
	 	By:  	/s/ Yiru Shi
	 	 	Name:	Yiru Shi
	 	 	 	 
	 	Manu Ohri 
	 	 
	 	By:  	/s/ Manu Ohri
	 	 	Name:	Manu Ohri



 


Signature Page to
Share Surrender Agreement


 






     


     


    

 


Schedule A


 


	Stockholder	 	Number of

 Shares

 Surrendered	 	 	Remaining

 Shares

 After

 Surrender	 	 	Shares

 subject to

 forfeiture

 if over-

allotment

 option is not

 exercise	 	 	Purchase

 Price	 
	Biotech Group Acquisition Sponsor LLC	 	 	641,844	 	 	 	1,925,531	 	 	 	(251,156	)	 	$	22,325	 
	Yiru Shi	 	 	48,156	 	 	 	144,469	 	 	 	(18,844	)	 	$	1,675	 
	Manu Ohri	 	 	28,750	 	 	 	86,250	 	 	 	(11,250	)	 	$	1,000	 
	Total	 	 	718,750	 	 	 	2,156,250	 	 	 	(281,250	)	 	$	25,000