Exhibit 10.1


 


TERMINATION AND RELEASE AGREEMENT


 


THIS TERMINATION AND RELEASE
AGREEMENT, dated as of June 10, 2022 (this “Agreement”), is entered into by and among Biotech Acquisition Company,
a Cayman Islands exempted company (together with its successors, the “Acquiror”), Blade Merger Subsidiary, Inc., a
Delaware corporation and a wholly-owned subsidiary of the Acquiror (“Merger Sub”), Biotech Sponsor LLC, a Delaware
limited liability company, in the capacity under the Merger Agreement (as defined below) as the Acquiror Representative (the “Acquiror
Representative”), Jean Frédéric-Viret, in the capacity under the Merger Agreement as the Blade Representative
(the “Blade Representative”), and Blade Therapeutics, Inc., a Delaware corporation (the “Company”).
The Acquiror, Merger Sub, the Acquiror Representative, the Blade Representative and the Company are collectively referred herein as the
“Parties” and, each individually, as a “Party”. Capitalized terms used herein but not otherwise
defined shall have the meanings ascribed to them in the Merger Agreement.


 


W I T N E S S E T H:


 


		A.	On November 8, 2021, Acquiror, Merger Sub, Acquiror Representative,
Blade Representative and the Company entered into an Agreement and Plan of Merger (as amended on May 17, 2022, the “Merger Agreement”),
pursuant to which, among other matters, Merger Sub would merge with and into the Company with the Company surviving such merger.



 


		B.	The Parties desire to terminate the Merger Agreement pursuant
to Section 10.01(a) of the Merger Agreement and to be bound by the other provisions set forth hereinafter.



 


In consideration of the mutual
covenants and promises set forth in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the Parties hereby agree as follows:


 


ARTICLE I

TERMINATION AND RELEASE


 


1.1
Termination of Merger Agreement. Acquiror and Company hereby mutually consent and agree to terminate the Merger Agreement
in its entirety effective upon execution and delivery of this Agreement, pursuant to Section 10.01(a) of the Merger Agreement.


 


1.2
Termination of Other Transaction Agreements. The Parties acknowledge and agree that each other Transaction Agreement, including,
without limitation, the Blade Voting Agreements, the Lock-Up Agreements, the Registration Rights Agreement and the Sponsor Agreement,
shall be automatically terminated, without further action on the part of the parties thereto, concurrent with the termination of the Merger
Agreement pursuant hereto. The Parties further acknowledge and agree that the other Transaction Agreements shall be of no further force
or effect as of such time, including, without limitation, provisions of any such other Transaction Agreement that by their terms would
otherwise have survived the termination of such other Transaction Agreement.


 






     


     


    

 


1.3
Mutual Release; Covenant Not to Sue.


 


(a)   Notwithstanding
anything in the Merger Agreement or any other Transaction Agreements that may be deemed to the contrary, each Party, for and on
behalf of itself and its Related Parties (as defined below), does hereby unequivocally, irrevocably, completely, finally and forever
release and discharge, and hold harmless, each other Party and any of their respective former, current or future officers,
directors, agents, advisors, representatives, managers, members, partners, shareholders, employees, financing sources, Affiliates
(including, without limitation, controlling persons and parent companies), officers, directors, members, managers and employees of
Affiliates, principals, and any heirs, executors, administrators, successors or assigns of any said person or entity
(“Related Parties”), from any and all past, present, direct. indirect, and derivative liabilities, actions,
causes of action, cases, claims, suits, debts, dues, sums of money, attorney’s fees, accounts, reckonings, bonds, bills,
specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, injuries, harms, damages, judgments,
remedies, executions, demands, liens and damages of whatever nature, in law, equity or otherwise, asserted or that could have been
asserted, under federal or state statute, or common law, known or unknown, suspected or unsuspected, foreseen or unforeseen,
anticipated or unanticipated, whether or not concealed or hidden, from the beginning of time until the date of execution of this
Agreement, that in any way arise from or out of, are based upon, or are in connection with or relate to (i) the Merger Agreement,
the other Transaction Agreements and the other agreements and documents contemplated hereby or thereby (collectively, the
“Transaction Documents”), (ii) any breach, non-performance, action or failure to act under the Transaction
Documents and (iii) the proposed Merger, including without limitation the events leading to the termination of the Merger Agreement
or any other Transaction Document (collectively, the “Released Claims”); provided, however, that no
Party shall be released from any breach, non-performance, action or failure to act under this Agreement.


 


(b)  
It is understood and agreed that, except as provided in the proviso to Section 1.3(a), Section 1.3(a) is a full
and final release covering all known as well as unknown or unanticipated debts, claims or damages of the Parties and their Related Parties
relating to or arising out of the Transaction Documents. Therefore, each of the Parties expressly waives any rights it may have under
any statute or common law principle under which a general release does not extend to claims which such Party does not know or suspect
to exist in its favor at the time of executing the release, which if known by such Party must have affected such Party’s settlement
with the other. In connection with such waiver and relinquishment, the Parties acknowledge that they or their attorneys or agents may
hereafter discover claims or facts in addition to or different from those which they now know or believe to exist with respect to the
Released Claims, but that it is their intention hereby fully, finally and forever to settle and release all of the Released Claims. In
furtherance of this intention, the releases herein given shall be and remain in effect as full and complete mutual releases with regard
to the Released Claims notwithstanding the discovery or existence of any such additional or different claim or fact.


 


(c)  
Except as provided in the proviso to Section 1.3(a), each Party, on behalf of itself and its Related Parties, hereby
covenants to each other Party and their respective Related Parties not to, with respect to any Released Claim, directly or indirectly
encourage or solicit or voluntarily assist or participate in any way in the filing, reporting or prosecution by such Party or its Related
Parties or any third party of a suit, arbitration, mediation, or claim (including, without limitation, a third party or derivative claim)
against any other Party and/or its Related Parties relating to any Released Claim. The covenants contained in this Section 1.3
shall survive this Agreement indefinitely regardless of any statute of limitations.


 


ARTICLE II

MISCELLANEOUS


 


2.1
Representations and Warranties of the Parties. Each Party, on behalf of itself and its Related Parties, represents and warrants
to the other Parties as follows:


 


(a)   The
execution, delivery and performance by such Party of this Agreement and the consummation by such Party of the transactions
contemplated hereby are within the corporate powers of such Party and have been duly authorized by all necessary action on the part
of such Party. This Agreement constitutes a valid and legally binding agreement of such Party, enforceable against such Party in
accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the
enforcement of creditors’ rights generally and by general principles of equity.


 






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(b)  
None of the execution, delivery or performance by such Party of this Agreement or the transactions contemplated hereby does or
will (i) contravene or conflict with the organizational documents of such Party, (ii) contravene or conflict with or constitute a
violation of any provision of any Law or Governmental Order binding upon or applicable to such Party or by which any of such Party’s
assets is or may be bound), or (iii) constitute a default under or breach of (with or without the giving of notice or the passage of time
or both) or require a consent or waiver under, any of the terms, conditions or provisions of any contractual restriction binding on such
Party or affecting such Party or any of its assets.


 


2.2
Notices. Any notice hereunder shall be sent in writing, addressed as specified below, and shall be deemed given: (a) if
by hand or recognized courier service, by 5:00 P.M. on a Business Day, addressee’s day and time, on the date of delivery, and otherwise
on the first Business Day after such delivery; (b) if by email, on the date of transmission; or (d) five (5) days after mailing by certified
or registered mail, return receipt requested. Notices shall be addressed to the respective Parties as follows (excluding telephone numbers,
which are for convenience only), or to such other address as a Party shall specify to the others in accordance with these notice provisions:


 


	
    If to any Acquiror Party,
    to:

     

    Biotech Acquisition Company

    545 West 25th Street, 20th Floor

    New York, New York 10001

    Attn: Ivan Jarry, Chief Operating Officer

    Telephone No.: (415) 994-6363

    Email: ivan.jarry@sprim.net

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



Ellenoff Grossman & Schole LLP

1345 Avenue of the Americas, 11th Floor

New York, New York 10105

Telephone: (212) 370-1300

Attention: Matthew A. Gray, Esq

Email: mgray@egsllp.com 
	
    If to the Acquiror Representative,
to:

     

    Biotech Sponsor LLC

    545 West 25th Street, 20th Floor

    New York, New York 10001

    Attn: Ivan Jarry, Chief Operating Officer

    Telephone No.: (415) 994-6363

    Email: ivan.jarry@sprim.net

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

     

    Ellenoff Grossman & Schole LLP

    1345 Avenue of the Americas, 11th Floor

    New York, New York 10105

    Telephone: (212) 370-1300

    Attention: Matthew A. Gray, Esq

    Email: mgray@egsllp.com

     

	
    (a)  
    If to the Company to:

     

    Blade Therapeutics, Inc.

    442 Littlefield Avenue

    South San Francisco, California 94080

    Attn:Dr. Wendye R. Robbins, CEO

    Jean-Frédéric Viret, CFO

    E-mail:wrobbins@blademed.com;

    jviret@blademed.com

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

     

    Latham & Watkins LLP

    140 Scott Drive

    Menlo Park, California 94025

    Attn: Mark V. Roeder, Brian D. Paulson

    Email:mark.roeder@lw.com, 

brian.paulson@lw.com

     







	
    If to the Blade Representative,
    to:

     

    Jean-Frédéric Viret

    Blade Therapeutics, Inc.

    442 Littlefield Avenue

    South San Francisco, California 94080

    Email  jviret@blademed.com

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

     

    Latham & Watkins LLP

    140 Scott Drive

    Menlo Park, California 94025

    Attn: Mark V. Roeder, Brian D. Paulson

    Email:mark.roeder@lw.com, 

brian.paulson@lw.com

     




 






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2.3
Amendments; No Waivers; Remedies.


 


(a)  
This Agreement cannot be amended, except by a writing signed by each Party, and cannot be terminated orally or by course of conduct.
No provision hereof can be waived, except by a writing signed by the Party against whom such waiver is to be enforced, and any such waiver
shall apply only in the particular instance in which such waiver shall have been given.


 


(b)  
Neither any failure or delay in exercising any right or remedy hereunder or in requiring satisfaction of any condition herein nor
any course of dealing shall constitute a waiver of or prevent any Party from enforcing any right or remedy or from requiring satisfaction
of any condition. No notice to or demand on a Party waives or otherwise affects any obligation of that Party or impairs any right of the
Party giving such notice or making such demand, including, without limitation, any right to take any action without notice or demand not
otherwise required by this Agreement. No exercise of any right or remedy with respect to a breach of this Agreement shall preclude exercise
of any other right or remedy, as appropriate to make the aggrieved Party whole with respect to such breach, or subsequent exercise of
any right or remedy with respect to any other breach.


 


(c)  
Except as otherwise expressly provided herein, no statement herein of any right or remedy shall impair any other right or remedy
stated herein or that otherwise may be available.


 


2.4
Severability. A determination by a court or other legal authority that any provision that is not of the essence of this
Agreement is legally invalid shall not affect the validity or enforceability of any other provision hereof. The Parties shall cooperate
in good faith to substitute (or cause such court or other legal authority to substitute) for any provision so held to be invalid a valid
provision, as alike in substance to such invalid provision as is lawful.


 


2.5 Governing Law;
Jurisdiction; Enforcement. This Agreement shall be construed in accordance with and governed by the laws of the State of
Delaware, without giving effect to the conflict of laws principles thereof. Each of the Parties hereto irrevocably agrees that any
legal action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and
enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by any other Party
hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Court of Chancery and any state
appellate court therefrom within the State of Delaware (or, if the U.S. District Court has exclusive jurisdiction over a particular
matter, any federal court within the State of Delaware). Each of the Parties hereto hereby irrevocably submits with regard to any
such action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of
the aforesaid courts and agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated
by this Agreement in any court other than the aforesaid courts. Each of the Parties hereto hereby irrevocably waives, and agrees not
to assert as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement, (a) any claim
that it is not personally subject to the jurisdiction of the above-named courts for any reason other than the failure to serve in
accordance with the provisions of this Agreement, (b) any claim that it or its property is exempt or immune from jurisdiction
of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to
judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to the fullest extent
permitted by the applicable law, any claim that (i) the suit, action or proceeding in such court is brought in an inconvenient
forum, (ii) the venue of such suit, action or proceeding is improper or (iii) this Agreement, or the subject matter
hereof, may not be enforced in or by such courts.


 






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2.6
Waiver of Jury Trial. THE PARTIES TO THIS AGREEMENT HEREBY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVE ANY RIGHT EACH SUCH
PARTY MAY HAVE TO TRIAL BY JURY IN ANY ACTION OF ANY KIND OR NATURE, IN ANY COURT IN WHICH AN ACTION MAY BE COMMENCED, ARISING OUT OF
OR IN CONNECTION WITH THIS AGREEMENT. Each of the Parties to this Agreement acknowledges that it has been represented in connection with
the signing of the foregoing waiver by independent legal counsel selected by it and that such Party has discussed the legal consequences
and import of such waiver with legal counsel. Each of the parties to this Agreement further acknowledges that it has read and understands
the meaning of such waiver and grants such waiver knowingly, voluntarily, without duress and only after consideration of the consequences
of this waiver with legal counsel.


 


2.7
No Assignment; Binding Effect. Neither this Agreement nor any right, interest or obligation hereunder may be assigned by
any Party hereto without the prior written consent of the other Parties hereto and any attempt to do so shall be void, except for assignments
and transfers by operation of any laws. Subject to the preceding sentence and Section 2.11 hereof, this Agreement is binding
upon, inures to the benefit of and is enforceable by the Parties and their respective successors and permitted assigns.


 


2.8
Third-Party Beneficiaries. Each Party acknowledges and agrees that each Party’s Related Parties are express third-party
beneficiaries of the releases of such Related Parties and covenants not to sue such Related Parties contained in Section 1.3
of this Agreement and the covenants contained in Sections 2.1 and 2.2 of this Agreement and are entitled to enforce rights
under such section to the same extent that such Related Parties could enforce such rights if they were a party to this Agreement. Except
as provided in the preceding sentence, there are no third-party beneficiaries to this Agreement.


 


2.9
Entire Agreement. This Agreement sets forth the entire agreement of the Parties with respect to the subject matter hereof
and supersedes all prior and contemporaneous understandings and agreements related thereto (whether written or oral), all of which are
merged herein. No provision of this Agreement may be explained or qualified by any agreement, negotiations, understanding, discussion,
conduct or course of conduct or by any trade usage.


 


2.10
Headings. The headings used in this Agreement have been inserted for convenience of reference only and do not define or
limit the provisions hereof.


 


2.11
Equitable Relief. Notwithstanding anything herein to the contrary, the Parties agree that irreparable damage would occur
if any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is
accordingly agreed that the Parties shall be entitled to seek an injunction or injunctions, specific performance and other equitable relief
to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement, without the requirement
to post any bond or other security or to prove that money damages would be inadequate.


 


2.12  Counterparts;
Facsimile Signatures. This Agreement may be executed in counterparts, each of which shall constitute an original, but all of
which shall constitute one agreement. This Agreement shall become effective upon delivery to each Party of an executed counterpart
or the earlier delivery to each party of original, photocopied, or electronically transmitted (including, without limitation,
scanned .pdf image) signature pages that together (but need not individually) bear the signatures of all other Parties.


 


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IN WITNESS WHEREOF,
the Parties hereto have caused this Agreement to be duly executed as of the day and year first above written.


 


	 	BIOTECH ACQUISITION COMPANY
	 	 	 
	 	By:	/s/ Michael Shleifer
	 	Name: 	Michael Shleifer
	 	Title:	Chief Executive Officer
	 	 	 
	 	BLADE MERGER SUBSIDIARY, INC.
	 	 	 
	 	By:	/s/ Michael Shleifer
	 	Name:	Michael Shleifer
	 	Title:	President
	 	 	 
	 	BLADE THERAPEUTICS, INC.
	 	 	 
	 	By:	/s/ Wendye Robbins
	 	Name:	Wendye Robbins, M.D.
	 	Title:	Chief Executive Officer
	 	 	 
	 	 	/s/ Jean-Frédéric Viret
	 	 	Jean-Frédéric Viret, in the capacity as the Blade Representative under the Merger Agreement
	 	 	 
	 	 	BIOTECH SPONSOR LLC, in the capacity as the Acquiror Representative under the Merger Agreement
	 	 	 
	 	By:	/s/ Michael Shleifer
	 	Name:	Michael Shleifer
	 	Title:	Managing Member


 


{Signature Page to Termination and Release
Agreement}