Form of Private Placement Units Purchase Agreement between the Registrant and the Sponsor

Exhibit 10.8

[   ], 2022

PRIVATE UNIT SUBSCRIPTION AGREEMENT

BETWEEN THE REGISTRANT AND THE SPONSOR

Biotech Group Acquisition Corporation

2400 Barranca Pkwy, Suite 300

Irvine, CA 92606

Ladies and Gentlemen:

Biotech Group Acquisition Corporation (the “Company”), a blank check company formed for the purpose of acquiring one or more businesses or entities (a “Business Combination”), intends to register its securities under the Securities Act of 1933, as amended (“Securities Act”), in connection with its initial public offering (“IPO”), pursuant to a registration statement on Form S-1 (“Registration Statement”).

The undersigned hereby commits that it will purchase 510,000 units (or up to 562,500 units if the over-allotment option is exercised in full by the underwriters) of the Company (“Private Units”), each Private Unit consisting of one share of Class A common stock of the Company, par value $0.0001 per share (the “Class A Common Stock”), and one redeemable warrant, with each warrant to acquire one share of Class A Common Stock (each a “Warrant”), at $10.00 per Private Unit, for a purchase price of $5,100,000 (or up to $5,625,000 if the over-allotment option is exercised in full by the underwriters) (the “Private Unit Purchase Price”).

At least twenty-four (24) hours prior to the effective date of the Registration Statement, the undersigned will cause the Private Unit Purchase Price to be delivered to the Company by wire transfer as set forth in the instructions attached as Exhibit A to hold in a non-interest bearing account until the Company consummates the IPO.

The consummation of the purchase and issuance of the Private Units shall occur simultaneously with the consummation of the IPO. Simultaneously with the consummation of the IPO, the Company shall deposit the Private Unit Purchase Price, without interest or deduction, into the trust fund (“Trust Fund”) established by the Company for the benefit of the Company’s public shareholders as described in the Registration Statement. If the Company does not complete the IPO within ten (10) days from the date of this letter, the Private Unit Purchase Price (without interest or deduction) will be returned to the undersigned.

The Private Units will be identical to the units to be sold by the Company in the IPO. Additionally, the undersigned agrees:

Further, the undersigned agrees that its Private Units, and any underlying securities are not transferable or salable until 30 days after the completion of the Company’s initial Business Combination, except in each case (a) to the Company’s officers or directors, any affiliates or family members of any of the Company’s officers or directors, any affiliate of the undersigned, any members of the undersigned, or any of their affiliates, officers, directors, direct and indirect equity holders, (b) in the case of an individual, by gift to a member of the individual’s immediate family, to a trust, the beneficiary of which is a member of the individual’s immediate family or an affiliate of such person, or to a charitable organization; (c) in the case of an individual, by virtue of laws of descent and distribution upon death of the 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 a 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 the Company’s initial Business Combination; or (g) by virtue of the laws of Cayman Islands or the undersigned’s limited liability company agreement upon dissolution of the undersigned, provided, however, that in the case of clauses (a) through (e), or (g) these permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictions.

The undersigned acknowledges and agrees that the purchaser of the Private Units will execute agreements in form and substance typical for transactions of this nature necessary to effectuate the foregoing agreements and obligations prior to the consummation of the IPO as are reasonably acceptable to the undersigned, including but not limited to an insider letter.

The undersigned hereby represents and warrants that:

This letter agreement constitutes the entire agreement between the undersigned and the Company with respect to the purchase of the Private Units, and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the same.

[signature page follows]

Accepted and Agreed:

Biotech Group Acquisition Corporation

[signature page to subscription agreement with Sponsor – Biotech Group Acquisition Corporation]

Exhibit A

Wire Instructions

Bank Name:

Bank Address:

Account Name:

Account Number:

Routing/ABA Number (Domestic Wires):

Swift Code (Foreign Wire):

Note:

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