Exhibit 10.2


 


December 10, 2021


BurTech Acquisition Corp.


1300 Pennsylvania Ave NW, Suite 700


Washington, DC 20004


 


	Re:	Initial Public Offering


 


Ladies and Gentlemen:


 


This letter (this “Letter Agreement”)
is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”)
entered into by and among BurTech Acquisition Corp., a Delaware corporation (the “Company”), and EF Hutton,
division of Benchmark Investments, LLC., as representative (the “Representative”) of the several underwriters
(each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten
initial public offering (the “Public Offering”), of 25,000,000 of the Company’s
units (including up to 3,750,000 units that may be purchased to cover over-allotments, if any) (the “Units”),
each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”)
and one redeemable warrant (the “Warrant”). Each Warrant entitles the holder thereof to purchase one share of
Common Stock at a price of $11.50 per share, subject to adjustment. The Units will be sold in the Public Offering pursuant to a registration
statement on Form S-1 (File No. 333-258914) and prospectus (the “Prospectus”) filed by the Company
with the U.S. Securities and Exchange Commission (the “Commission”) and the Company has applied to have the
Units listed on The Nasdaq Global Market. Certain capitalized terms used herein are defined in paragraph 11 hereof.


 


In order to induce the Company and the Underwriters
to enter into the Underwriting Agreement and to proceed with the Public Offering and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, each of BurTech LP, LLC (the “Sponsor”) and the undersigned
individuals, each of whom is a member of the Company’s board of directors and/or management team or an advisor of the Company (each,
an “Insider” and collectively, the “Insiders”), hereby agrees with the Company as
follows:


 


1. The Sponsor, each Insider
and the Representative (solely with respect to item (ii) of this paragraph 1) agrees that if the Company seeks stockholder approval
of a proposed Business Combination, then in connection with such proposed Business Combination, it, he or she shall (i) vote any
shares of Capital Stock owned by it, him or her in favor of any proposed Business Combination and (ii) not redeem any shares of Common
Stock owned by it, him or her in connection with such stockholder approval. If the Company engages in a tender offer in connection with
any proposed Business Combination, the Sponsor and each Insider agrees that it, he or she will not seek to sell or tender any shares of
Capital Stock owned by it, him or her to the Company in connection with such tender offer.


 


2. The Sponsor and each
Insider hereby agrees that in the event that the Company fails to consummate a Business Combination 12 months from the closing of
the Public Offering, or by such later date as may be extended in accordance with the Company’s amended and restated
certificate of incorporation (the “Charter”) by a deposit of proceeds of additional loans by the Sponsor
into the Trust Account or such later period approved by the Company’s stockholders in accordance with the Charter, the Sponsor
and each Insider shall take all reasonable steps to cause the Company to (i) cease all operations except for the purpose of
winding up, (ii) as promptly as reasonably possible but not more than 10 business days thereafter, subject to lawfully
available funds therefor, redeem 100% of the shares of Common Stock sold as part of the Units in the Public Offering (the
 “Offering Shares”), at a per-share price, payable in cash, equal to the aggregate
amount then on deposit in the Trust Account (as defined below), including interest earned on the funds held in the Trust Account and
not previously released to the Company to pay its taxes (less up to $100,000 of interest to pay dissolution expenses), divided by
the number of then outstanding Offering Shares, which redemption will completely extinguish the rights of all holders of Offering
Shares as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and
(iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining
stockholders and the Company’s board of directors, dissolve and liquidate, subject in the case of clauses (ii) and
(iii) to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other
applicable law. The Sponsor and each Insider agrees not to propose any amendment to the Charter to modify (i) the substance or
timing of the ability of holders of Offering Shares to seek redemption in connection with the Company’s initial Business
Combination or amendments to the Charter prior thereto or (ii) (A) the Company’s obligation to redeem 100% of the
Offering Shares if the Company does not complete its initial Business Combination within such time set forth in the Charter or
(B) with respect to any other provision relating to stockholders' rights or pre-initial Business Combination activity, unless
the Company provides the holders of the Offering Shares with the opportunity to redeem their shares of Common Stock upon approval of
any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account,
including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes,
divided by the number of then outstanding Offering Shares.


 






     


     


    

  


The Sponsor and each Insider
acknowledges that it, he or she has no right, title, interest or claim of any kind in or to any monies held in the Trust Account or any
other asset of the Company as a result of any liquidation of the Company with respect to the Founder Shares or Private Placement Shares
held by it, him or her. The Sponsor and each Insider hereby further waives, with respect to any shares of Common Stock held by it, him
or her, if any, whether acquired now or hereafter, any redemption rights it, he or she may have in connection with the consummation of
a Business Combination or amendments to the Charter prior thereto, including, without limitation, any such rights available in the context
of a stockholder vote to approve such Business Combination or a stockholder vote to approve an amendment to the Charter to modify (i) (A) the
substance or timing of the Company’s obligation to redeem 100% of the Offering Shares if the Company has not consummated a Business
Combination within the time period set forth in the Charter or (B) any other provisions relating to stockholders’ rights or
pre-initial Business Combination activity or (ii) in the context of a tender offer made by the Company to purchase shares of Common
Stock (although the Sponsor, the Insiders and their respective affiliates shall be entitled to redemption and liquidation rights with
respect to any Offering Shares it or they hold if the Company fails to consummate a Business Combination within the time period set forth
in the Charter).


 


3. During the period commencing
on the effective date of the Underwriting Agreement and ending 180 days after such date, the Sponsor and each Insider shall not, without
the prior written consent of the Representative, (i) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any
option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, or establish or increase a put equivalent position
or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended
(the “Exchange Act”), and the rules and regulations of the Commission promulgated thereunder, with respect
to any Units, shares of Capital Stock, Warrants or any securities convertible into, or exercisable, or exchangeable for, shares of Capital
Stock owned by it, him or her, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any
of the economic consequences of ownership of any Units, shares of Capital Stock, Warrants or any securities convertible into, or exercisable,
or exchangeable for, shares of Capital Stock owned by it, him or her, whether any such transaction is to be settled by delivery of such
securities, in cash or otherwise, or (iii) publicly announce any intention to effect any transaction specified in clause (i) or
(ii). Each of the Insiders and the Sponsor acknowledges and agrees that, prior to the effective date of any release or waiver, of the
restrictions set forth in this paragraph 3 or paragraph 7 below, the Company shall announce the impending release or waiver by press release
through a major news service at least two business days before the effective date of the release or waiver. Any release or waiver granted
shall only be effective two business days after the publication date of such press release. The provisions of this paragraph will not
apply if the release or waiver is effected solely to permit a transfer not for consideration and the transferee has agreed in writing
to be bound by the same terms described in this Letter Agreement to the extent and for the duration that such terms remain in effect at
the time of the transfer.


 


4. In the event of the
liquidation of the Trust Account upon the failure of the Company to consummate its initial Business Combination within the time
period set forth in the Charter, the Sponsor (the “Indemnitor”) agrees to indemnify and hold harmless the
Company against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all legal
or other expenses reasonably incurred in investigating, preparing or defending against any litigation, whether pending or
threatened) to which the Company may become subject as a result of any claim by (i) any third party for services rendered or
products sold to the Company or (ii) any prospective target business with which the Company has entered into a written letter
of intent, confidentiality or other similar agreement or Business Combination agreement (a
 “Target”); provided, however, that such indemnification of the Company by the Indemnitor shall
(x) apply only to the extent necessary to ensure that such claims by a third party or a Target do not reduce the amount of
funds in the Trust Account to below the lesser of (i) $10.15 per Offering Share and (ii) the actual amount per Offering
Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.15 per Offering Share is
then held in the Trust Account due to reductions in the value of the trust assets, less interest earned on the Trust Account which
may be withdrawn to pay taxes, (y) not apply to any claims by a third party or a Target which executed a waiver of any and all
rights to the monies held in the Trust Account (whether or not such waiver is enforceable) and (z) not apply to any claims
under the Company’s indemnity of the Underwriters against certain liabilities, including liabilities under the Securities Act
of 1933, as amended. The Indemnitor shall have the right to defend against any such claim with counsel of its choice reasonably
satisfactory to the Company if, within 15 days following written receipt of notice of the claim to the Indemnitor, the Indemnitor
notifies the Company in writing that it shall undertake such defense.


 






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5. To the extent that the
Underwriters do not exercise their over-allotment option to purchase up to an additional 3,750,000 Units in full within 45 days from the
date of the Prospectus (and as further described in the Prospectus), the Sponsor agrees to forfeit, at no cost, a number of Founder Shares
in the aggregate equal to 1,237,500 shares of Class B common stock multiplied by a fraction, (i) the numerator of which is 3,750,000
minus the number of Units purchased by the Underwriters upon the exercise of their over-allotment option, and (ii) the denominator
of which is 3,750,000. The forfeiture will be adjusted to the extent that the over-allotment option is not exercised in full by the Underwriters
so that the Sponsor will be required to forfeit only that number of Founder Shares as is necessary so that the Initial Stockholders will
own an aggregate of 25.0% of the Company’s issued and outstanding shares of Capital Stock after the Public Offering (not including
the Private Placement Shares).


 


6. The Sponsor and each Insider
hereby agrees and acknowledges that: (i) the Underwriters and the Company would be irreparably injured in the event of a breach by
such Sponsor or an Insider of its, his or her obligations under paragraphs 1, 2, 3, 4, 5, 7(a), 7(b), and 9, as applicable, of this Letter
Agreement (ii) monetary damages may not be an adequate remedy for such breach and (iii) the non-breaching party shall be entitled
to injunctive relief, in addition to any other remedy that such party may have in law or in equity, in the event of such breach.


 


7. (a) The Sponsor and
each Insider agree that it, he or she shall not Transfer any Founder Shares (or shares of Common Stock issuable upon conversion thereof)
until the earlier to occur of (A) six months after the completion of the Company’s initial Business Combination and (B) subsequent
to the Company’s initial Business Combination, (x) if the reported last sale price of the Common Stock equals or exceeds $12.00
per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within
any 30-trading day period commencing at least 150 days after the Company’s initial Business Combination, or (y) the date on
which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in
all of the Company’s stockholders having the right to exchange their shares of Common Stock for cash, securities or other property
(the “Founder Shares Lock-up Period”).


 


(b) The Sponsor and each
Insider agrees that it, he or she shall not Transfer any Private Placement Units, the Private Placement Shares, the Private Placement
Warrants or shares of Common Stock issued or issuable upon the exercise of the Private Placement Warrants, until 30 days after the completion
of the initial Business Combination (the “Private Placement Units Lock-up Period”,
together with the Founder Shares Lock-up Period, the “Lock-up Periods”).


 


(c) Notwithstanding
the provisions set forth in paragraphs 7(a) and 7(b), Transfers of the Founder Shares, Private Placement Units, Private
Placement Shares, Private Placement Warrants and shares of Common Stock issued or issuable upon the exercise or conversion of the
Private Placement Warrants or the Founder Shares that are held by the Sponsor, any Insider or any of their permitted transferees
(that have complied with this paragraph 7(c)), are permitted (i) to the Company’s officers or directors, any affiliate or
family member of any of the Company’s officers or directors or any members of the Sponsor or any affiliates of the Sponsor;
(b) in the case of an individual, by gift to a member of such individual’s immediate family or to a trust, the
beneficiary of which is a member of such individual’s immediate family, an affiliate of such individual or to a charitable
organization; (c) in the case of an individual, by virtue of laws of descent and distribution upon death of such individual;
(d) in the case of an individual, pursuant to a qualified domestic relations order; (e) by private sales or transfers made
in connection with the consummation of an initial Business Combination at prices no greater than the price at which the securities
were originally purchased; (f) in the event of the Company’s liquidation prior to the completion of an initial Business
Combination; (g) by virtue of the laws of the State of Delaware or the Sponsor’s limited liability company agreement upon
dissolution of the Sponsor; or (h) 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 an initial
Business Combination; provided, however, that in the case of clauses (a) through (e) or (g), these
permitted transferees must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions herein
and the other restrictions contained in this Agreement (including provisions relating to voting, the Trust Account and liquidating
distributions).


 






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8. The Sponsor and each Insider
represent and warrant that it, he or she has never been suspended or expelled from membership in any securities or commodities exchange
or association or had a securities or commodities license or registration denied, suspended or revoked. Each Insider’s biographical
information furnished to the Company (including any such information included in the Prospectus) is true and accurate in all respects
and does not omit any material information with respect to the Insider’s background. Each Insider’s questionnaire furnished
to the Company is true and accurate in all respects. Each Insider represents and warrants that: it, he or she is not subject to or a respondent
in any legal action for, any injunction, cease-and-desist order or order or stipulation to desist or refrain from any act or practice
relating to the offering of securities in any jurisdiction; it, he or she has never been convicted of, or pleaded guilty to, any crime
(i) involving fraud, (ii) relating to any financial transaction or handling of funds of another person, or (iii) pertaining
to any dealings in any securities and it, he or she is not currently a defendant in any such criminal proceeding.


 


9. Except as disclosed in
the Prospectus, neither the Sponsor nor any officer or director of the Company nor any affiliate of the Sponsor nor any affiliate of any
officer or director of the Company, shall receive from the Company any finder’s fee, reimbursement, consulting fee, monies in respect
of any repayment of a loan or other compensation prior to, or in connection with any services rendered in order to effectuate, the consummation
of the Company’s initial Business Combination (regardless of the type of transaction that it is), other than the following, none
of which will be made from the proceeds held in the Trust Account prior to the completion of the initial Business Combination: repayment
of up to an aggregate of $300,000 in loans made to the Company by the Sponsor to cover offering-related and organizational expenses; reimbursement
for any reasonable out-of-pocket expenses related to identifying, investigating and completing an initial Business Combination; and repayment
of non-interest bearing loans which may be made by the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers
and directors to finance transaction costs in connection with an intended initial Business Combination, the terms of which (other than
as described above) have not been determined nor have any written agreements been executed with respect thereto. Up to $1,500,000 of such
loans may be convertible into units, at a price of $10.00 per unit at the option of the lender, upon consummation of the initial Business
Combination. The units would be identical to the Private Placement Units.


 


10. The Sponsor and each Insider
has full right and power, without violating any agreement to which it is bound (including, without limitation, any non-competition or
non-solicitation agreement with any employer or former employer), to enter into this Letter Agreement and, as applicable, to serve as
an officer and/or director on the board of directors of the Company and hereby consents to being named in the Prospectus as an officer
and/or director of the Company.


 


11. As used herein,
(i) “Business Combination” shall mean a merger, capital stock exchange, asset
acquisition, stock purchase, reorganization or similar business combination, involving the Company and one or more businesses;
(ii) “Capital Stock” shall mean, collectively, the Common Stock and the Founder
Shares; (iii) “Founder Shares” shall mean (a) the 9,487,500 shares of the
Company’s Class B common stock, par value $0.0001 per share, issued to Initial Stockholders (up to 1,237,500 Shares of
which are subject to complete or partial forfeiture by the Sponsor if the over-allotment option is not exercised by the
Underwriters) for an aggregate purchase price of $25,000, or $0.003 per share, prior to the consummation of the Public Offering;
(iv) “Initial Stockholders” shall mean the Sponsor, the holders of Representative
Shares and any Insider that holds Founder Shares;
(v) “Private Placement Shares” shall mean the 804,500 shares of
Common Stock comprising the Private Placement Units (or up to 898,250 shares of Common Stock if the over-allotment option is
exercised in full); (vi) “Private Placement Units” shall mean
the 804,500 units to be purchased by the Sponsor, or up to 898,250 units if the over-allotment option is exercised in full, each
comprised of one share of Common Stock and one warrant to purchase one share of Common Stock that the Sponsor has agreed to purchase
for an aggregate purchase price of $8,045,000 (or up to $8,982,500 if the over-allotment option is exercised in full), or purchase
price of $10.00 per Private Placement Unit, in a private placement that shall occur simultaneously with the consummation of the
Public Offering; (vii) “Private Placement Warrants” shall mean
the Warrants to purchase up to 804,500 shares of Common Stock (or up to 898,250 shares of Common Stock if the over-allotment option
is exercised in full) comprising the Private Placement Units; (viii) “Representative Shares” shall
mean the 375,000 shares of Class A common stock (or up to 431,250 Representative Shares upon exercise of the underwriters'
over-allotment option) of Common Stock issued to the Representative;
(ix) “Public Stockholders” shall mean the holders of securities issued in the
Public Offering, including initial stockholders and members of management to the extent they purchase shares in the Public Offering;
(x) “Trust Account” shall mean the trust fund into which a portion of the net
proceeds of the Public Offering shall be deposited; and (xi) “Transfer” shall mean the (a) sale
of, offer to sell, contract or agreement to sell, hypothecate, pledge, grant of any option to purchase or otherwise dispose of or
agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with
respect to or decrease of a call equivalent position within the meaning of Section 16 of the Exchange Act, and the
rules and regulations of the Commission promulgated thereunder with respect to, any security, (b) entry into any swap or
other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any security,
whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (c) public announcement
of any intention to effect any transaction specified in clause (a) or (b).


 






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12. The Company will maintain
an insurance policy or policies providing directors’ and officers’ liability insurance, and each Director 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 of the Company’s
directors or officers.


 


13. This Letter Agreement
constitutes the entire agreement and understanding of the parties hereto in respect of the subject matter hereof and supersedes all prior
understandings, agreements, or representations by or among the parties hereto, written or oral, to the extent they relate in any way to
the subject matter hereof or the transactions contemplated hereby. This Letter Agreement may not be changed, amended, modified or waived
(other than to correct a typographical error) as to any particular provision, except by a written instrument executed by all parties hereto.


 


14. No party hereto may assign
either this Letter Agreement or any of its rights, interests, or obligations hereunder without the prior written consent of the other
parties. Any purported assignment in violation of this paragraph shall be void and ineffectual and shall not operate to transfer or assign
any interest or title to the purported assignee. This Letter Agreement shall be binding on the Sponsor and each Insider and their respective
successors, heirs and assigns and permitted transferees.


 


15. Nothing in this Letter
Agreement shall be construed to confer upon, or give to, any person or corporation other than the parties hereto any right, remedy or
claim under or by reason of this Letter Agreement or of any covenant, condition, stipulation, promise or agreement hereof. All covenants,
conditions, stipulations, promises and agreements contained in this Letter Agreement shall be for the sole and exclusive benefit of the
parties hereto and their successors, heirs, personal representatives and assigns and permitted transferees.


 


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


 


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


 


18. This Letter Agreement
shall be governed by and construed in accordance with the law of the State of New York. The parties hereto (i) all agree that any
action, proceeding, claim or dispute arising out of, or relating in any way to, this Letter Agreement shall be brought and enforced in
the courts of the State of New York, sitting in the County and City of New York City or in the United States District Court for the Southern
District of New York, and irrevocably submit to such jurisdiction and venue, which jurisdiction and venue shall be exclusive and (ii) waive
any objection to such exclusive jurisdiction and venue or that such courts represent an inconvenient forum.


 


19. Any notice, consent or
request to be given in connection with any of the terms or provisions of this Letter 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 or facsimile transmission.


 






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20. This Letter Agreement
shall terminate on the earlier of (i) the expiration of the Lock-up Periods or (ii) the liquidation of the Company; provided,
however, that this Letter Agreement shall earlier terminate in the event that the Public Offering is not consummated and closed by December 31,
2021; provided further that paragraph 4 of this Letter Agreement shall survive such liquidation.


 


21. The Company, the Sponsor
and each Insider hereby acknowledges and agrees that the Representative on behalf of the Underwriters is a third party beneficiary of
this Letter Agreement.


 


[Signature Page Follows]


 






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	 	                             Sincerely,
	 	 
	 	BURTECH LP, LLC
	 	 	 
	 	By:	 /s/ Shahal Khan
	 	 	Name: Shahal Khan
	 	 	Title:   Managing Member
	 	 	 
	 	 	 
	 	By:	 /s/ Shahal Khan
	 	 	Name: Shahal Khan
	 	 	 
	 	By:	 /s/ Roman Livson
	 	 	Name: Roman Livson
	 	 	 
	 	By:	 /s/ Leon Golden
	 	 	Name: Leon Golden
	 	 	 
	 	By:	 /s/ Joseph Porrello
	 	 	Name: Joseph Porrello
	 	 	 
	 	By:	 /s/ Scott Young
	 	 	Name: Scott Young
	 	 	 
	 	By:	 /s/ Payel Farasat
	 	 	Name: Payel Farasat
	 	 	 
	 	By:	 /s/ Isaac Chetrit
	 	 	Name: Isaac Chetrit
	 	 	 
	 	By:	 /s/ Christopher Schroeder
	 	 	Name: Christopher Schroeder


 


	EF HUTTON, DIVISION OF BENCHMARK INVESTMENTS, LLC.	 
	 	 	 
	By:	 /s/ Sam Fleischman	 
	 	Name: Sam Fleischman	 
	 	Title:   Supervisory Principal	 


 


	Acknowledged and Agreed:	 
	 	 
	BURTECH ACQUISITION CORP.	 
	 	 	 
	By:	 /s/ Shahal Khan	 
	 	Name: Shahal Kahn	 
	 	Title:   Chief Executive Officer	 



 


[Signature Page to Letter Agreement]