BCSAU Blockchain Coinvestors Acquisition Corporation I

Exhibit 10.1

LETTER AGREEMENT

August 22, 2023

Blockchain Coinvestors Acquisition Corp. I

Ladies and Gentleman:

Reference is made to the Business Combination Agreement (the “Agreement”), dated as of November 10, 2022, by and among Blockchain Coinvestors Acquisition Corp. I, an exempted company incorporated in the Cayman Islands with limited liability (“BCSA”), BCSA Merger Sub, Inc., a Delaware corporation (“Merger Sub”), and Qenta Inc., a Delaware corporation (the “Company” and collectively with BCSA and Merger Sub, the “Parties”). Capitalized terms used but not otherwise defined herein have the meanings set forth in Agreement.

Pursuant to Section 5.16(a) of the Agreement, the Company was required to deliver the Closing Company Financial Statements, including with respect to the Company’s 2021 fiscal year, no later than January 31, 2023 (the “Financial Statement Deadline”). Pursuant to Section 7.1(h), BCSA has the right to terminate the Agreement as a result of the Company’s not delivering the Closing Company Financial Statements by the Financial Statement Deadline (the “Financial Statement Termination Right”).

In addition, by its charter BCSA must liquidate if it fails to engage in a business combination by November 15, 2023.

For good and other valuable consideration, the Parties agree as follows:

1. The Termination Date of November 10, 2023 specified in Section 7.1(d) of the Agreement is hereby extended until November 15, 2024.

2. The Company acknowledges and agrees that, subject to the Company’s compliance with this letter agreement, BCSA intends to extend the date upon which BCSA must complete its business combination (the “Extension”) and that BCSA may redeem any number of Class A Shares subject to redemption with amounts from the Trust Account consistent with BCSA’s Amended and Restated Memorandum and Articles of Association (the “Articles”). In connection with the Extension and the redemption contemplated by this Section 2, BCSA may make such amendments to the Articles as BCSA deems necessary or appropriate, including to eliminate the Redemption Limitation (as defined in the Articles) and to facilitate the issuance of Class A ordinary shares upon the conversion of Class B ordinary shares.

3. If requested by BCSA, the Company will negotiate in good faith and use commercially reasonable efforts to amend the Agreement to restructure the transactions contemplated by the Agreement to facilitate the consummation of the business combination within the timeframe contemplated by the Agreement, in a manner that also reasonably preserves the economic substances and rights and obligations of the Parties.

4. The Company shall deliver to BCSA on or before the deadlines to be specified in a supplement delivered with this letter agreement (collectively, the “Financial Information Deadlines”):

a) The consolidated balance sheets of the Company as of September 30, 2022 and the related consolidated statements of operations and comprehensive loss and cash flows of the Company for the year then ended, in each case audited by Ernst & Young LLP and meeting the requirements of Regulation S-X (17 CFR part 210) and the PCAOB (collectively, the “2022 Audited Financial Statements”);

b) All other financial statements and information required to be included in a registration statement on Form S-4 to be filed confidentially in connection with the Transactions (other than the 2023 Audited Financial Statements, as defined below), and the consent of Ernst & Young LLP for inclusion of its audit report in the Form S-4 (collectively, the “S-4 Financial Information and Consent”); and

c) The consolidated balance sheets of the Company as of September 30, 2023 and the related consolidated statements of operations and comprehensive loss and cash flows of the Company for the year then ended, in each case audited by Ernst & Young and meeting the requirements of Regulation S-X (17 CFR part 210) and the PCAOB (collectively, the “2023 Audited Financial Statements,” and together with the 2022 Audited Financial Statements and S-4 Financial Information and Consent, the “Specified Financial Information”).

5. BCSA has not waived, and by cooperating with Qenta’s delivery of financial statements and information at a later date and continuing to use reasonable best efforts to consummate and make effective the Transactions does not and will not waive, the Financial Statement Termination Right or any other right or remedy available to BCSA under the terms of the Agreement, which Financial Statement Termination Right and other rights exist and shall continue to be available to BCSA; provided, however, that BCSA agrees not to exercise the Financial Statement Termination Right unless the Company fails to deliver any of the Specified Financial Information by the applicable Financial Information Deadline.

6. As of the date of this letter agreement, the Company has no right to terminate the Agreement under the terms of the Agreement and there has occurred no breach of the Agreement by BCSA or Merger Sub, with or without notice or passage of time.

7. Except as expressly waived, modified or amended hereby, the Agreement shall remain in full force and effect.

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Exhibit 10.2

LETTER AGREEMENT

August 29, 2023

Blockchain Coinvestors Acquisition Corp. I

Ladies and Gentlemen:

Reference is made to the Business Combination Agreement (as amended, the “Agreement”), dated as of November 10, 2022, by and among Blockchain Coinvestors Acquisition Corp. I, an exempted company incorporated in the Cayman Islands with limited liability (“BCSA”), BCSA Merger Sub, Inc., a Delaware corporation (“Merger Sub”), and Qenta Inc., a Delaware corporation (the “Company” and collectively with BCSA and Merger Sub, the “Parties”). Capitalized terms used but not otherwise defined herein have the meanings set forth in the Agreement.

For good and other valuable consideration, this letter memorializes our agreement to amend the Agreement as follows:

1.    The defined term “Company Competing Acquisition” set forth in Section 1.1 of the Agreement is hereby amended and restated in its entirety as follows:

“Company Competing Acquisition” means (a) any direct or indirect acquisition (or other business combination), in one or a series of related transactions involving a special purpose acquisition company or similar “blank check company”, (i) of the Equity Securities of the Company, in each case, that, if consummated, would result in a Person acquiring beneficial ownership of 15% or more of any class of outstanding voting Equity Securities of the Company or 15% or more of the outstanding voting Equity Securities of the Company (regardless of class) or (ii) of all or a portion of assets or businesses of the Group Companies which constitute 15% or more of the fair market value of the Group Companies, taken as a whole (in the case of each of clause (i) and (ii), whether by merger, consolidation, recapitalization, purchase or issuance of Equity Securities, tender offer or otherwise), or (b) any direct or indirect acquisition, in one or a series of related transactions involving a special purpose acquisition company or similar “blank check company”, of 15% or more of any class of outstanding voting Equity Securities of the Company or 15% or more of the outstanding voting Equity Securities of the Company (regardless of class) (in each case of clauses (a) and (b) other than pursuant to the settlement of Company RSUs in accordance with the terms of the Company Equity Plan, the underlying grant, award or similar agreement (as applicable)). Notwithstanding the foregoing or anything to the contrary herein, none of this Agreement, the Ancillary Documents or the Transactions or any transaction with any BCSA Party shall constitute (in whole or in part) a Company Competing Acquisition.”

2.    Section 5.7 of the Agreement is hereby amended and restated in its entirety as follows:

“[Removed and reserved.]”

3.    Except as expressly waived, modified or amended hereby or in any other document signed by each and all of the parties thereto, the Agreement shall remain in full force and effect.

4.    This agreement may be executed in two or more counterparts, each of which will be deemed an original, and all of which will constitute the same agreement. This agreement may be delivered by PDF, fax or any other means of electronic transmission, each of which will be deemed an original

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Exhibit 10.3

AMENDMENT NO. 1 TO SPONSOR LETTER AGREEMENT

This Amendment No. 1 to Sponsor Letter Agreement (this “Amendment No. 1”) is dated as of August 22, 2023, by and among Blockchain Coinvestors Acquisition Sponsors I LLC, a Delaware limited liability company (“Sponsor”), Blockchain Coinvestors Acquisition Corp. I, an exempted company incorporated in the Cayman Islands with limited liability, which may redomesticate as a Delaware company in accordance with the Business Combination Agreement (such entity, including the continuing Delaware corporation, “BCSA”), and Qenta Inc., a Delaware corporation (the “Company”). Sponsor, BCSA and the Company shall be referred to herein from time to time collectively as the “Parties”. Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Business Combination Agreement or Sponsor Letter Agreement (each as defined below).

RECITALS

WHEREAS, BCSA, the Company and certain other persons party thereto entered into that certain Business Combination Agreement, dated as of November 10, 2022, (as it may be amended, restated or otherwise modified from time to time in accordance with its terms, the “Business Combination Agreement”), and as a condition and inducement to the willingness of BCSA and the Company to enter into the Business Combination Agreement, BCSA, the Company and Sponsor entered into that certain Sponsor Letter Agreement, dated as of November 10, 2022 (the “Sponsor Letter Agreement”).

WHEREAS, section 8 of the Sponsor Letter Agreement provides that any provision of the Sponsor Letter Agreement may be amended if such amendment is in writing and signed by each party thereto.

AGREEMENT

NOW, THEREFORE, in consideration of the premises and the mutual promises contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, each intending to be legally bound, hereby agree as follows:

1. Section 3 of the Sponsor Letter Agreement is hereby deleted and replaced in its entirety as follows:

“3. Transfer of Sponsor Equity Securities. BCSA hereby agrees that, contingent and conditioned upon the Closing, Sponsor shall be entitled to transfer at or after the Effective Time up to the amount of Sponsor Equity Securities set forth below in connection with a financing transaction of the Company or its Affiliates to be completed prior to the Closing (such transfers, collectively, the “Permitted Transfers”).

(a) In connection with the consummation of a financing transaction between the Company and parties financing the Company, the Sponsor will transfer and assign up to 3,178,000 of the Class B Shares (or, if converted, BCSA Class A Shares) and 1,322,000 of the BCSA Units held by the Sponsor to such financing parties or to the Company in such amounts and proportions as designated by the Company, conditioned and contingent upon the completion of the Transactions.

(b) Notwithstanding the foregoing, as a condition to any Permitted Transfer all transferees of Sponsor Equity Securities pursuant to a Permitted Transfer shall be required to execute and deliver to BCSA a lockup agreement in the form of BCSA’s publicly filed form of lockup agreement.

(c) “Sponsor Equity Securities” means, before giving effect to the Domestication, all of the BCSA Class B Shares (or, if converted, BCSA Class A Shares) and all of the BCSA units, with each unit (each, a “BCSA Unit”) consisting of one BCSA Class B Share (or, if converted, BCSA Class A Shares) and one-half of one redeemable warrant, each whole warrant (each, a “Warrant”) entitling the holder to purchase one BCSA Class B Share (or, if converted, BCSA Class A Shares) at an

exercise price of $11.50 per share, owned by the Sponsor as of the Effective Time, and after the Domestication, all of the shares owned by the Sponsor as of the Effective Time of the class of capital stock into which the BCSA Class B Shares (or, if converted, BCSA Class A Shares) are converted or for which they are exchanged in the Domestication (the “Post-Conversion Stock”) and all of the BCSA Units owned by the Sponsor, which at such time will consist of one share of Post-Conversion Stock and one-half of one redeemable warrant, each whole warrant entitling the holder to purchase one share of Post-Conversion Stock at an exercise price of $11.50 per share.”

2. All provisions of the Sponsor Letter Agreement, except as expressly modified hereby, shall remain in full force and effect and are hereby reaffirmed.

3. Notwithstanding any prior agreement, BCSA hereby consents to the transfers of Sponsor Equity Securities contemplated hereby.

4. This Amendment No. 1 may be executed in two or more counterparts, each of which will be deemed an original, and all of which will constitute the same agreement. This Amendment No. 1 may be delivered by PDF, fax or any other means of electronic transmission, each of which will be deemed an original

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IN WITNESS WHEREOF, the Sponsor, BCSA and the Company have each caused this Amendment No. 1 to Sponsor Letter Agreement to be duly executed as of the date first written above.

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