Exhibit 10.2


 


INVESTMENT MANAGEMENT TRUST AGREEMENT


 


This Investment Management Trust Agreement (this “Agreement”)
is made effective as of           , 2021 by and between Sieger Healthcare Acquisition Corp, a Cayman Islands exempted company (the “Company”),
and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).


 


WHEREAS, the Company’s registration statement on Form S-1,
File No. 333-[•] (the “Registration Statement”) and prospectus (the “Prospectus”)
for the initial public offering of the Company’s units (the “Units”), each of which consists of one of
the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), and one-third
of one redeemable warrant, each whole warrant entitling the holder thereof to purchase one Ordinary Share (such initial public offering
hereinafter referred to as the “Offering”), has been declared effective as of the date hereof by the U.S. Securities
and Exchange Commission; and


 


WHEREAS, the Company has entered into an Underwriting Agreement (the
 “Underwriting Agreement”) with Piper Sandler & Co. as the representative (the “Representative”)
to the underwriter (the “Underwriter”) named therein;


 


WHEREAS, if a Business Combination (as defined herein) is not consummated
within the initial 18 month period following the closing of the Offering, upon the request of the Company’s sponsor (the “Sponsor”),
the Company may extend such period up to six times, each by an additional one month for a total of up to 24 months (the “Paid
Extension Period”), to complete a Business Combination. In order to avail itself of the Paid Extension Period to consummate
a Business Combination, the Sponsor or its affiliates or permitted designees, upon five days advance notice prior to the applicable monthly
deadline (each, the “Applicable Deadline”), shall deposit $250,000 (or
$287,500 if the Underwriters’ over-allotment option is exercised in full) into the Trust Account (as defined below) on or
prior to the date of the Applicable Deadline for each one month extension (each, an “Extension”), in exchange
for which the Sponsor will receive a non-interest bearing, unsecured promissory note for each Extension payable upon consummation of
a Business Combination;


 


WHEREAS, as described in the Prospectus, $75,000,000 of the gross proceeds
of the Offering and sale of the Private Placement Warrants (as defined in the Underwriting Agreement) (or $86,250,000 if the Underwriter’s
option to purchase additional units is exercised in full) and the proceeds from any loan in connection with an Extension will be delivered
to the Trustee to be deposited and held in a segregated trust account located at all times in the United States (the “Trust
Account”) for the benefit of the Company and the holders of the Ordinary Shares included in the Units issued in the Offering
as hereinafter provided (the amount to be delivered to the Trustee (and any interest subsequently earned thereon) is referred to herein
as the “Property,” the shareholders for whose benefit the Trustee shall hold the Property will be referred
to as the “Public Shareholders,” and the Public Shareholders and the Company will be referred to together
as the “Beneficiaries”);


 


WHEREAS, pursuant to the Underwriting Agreement, a portion of the Property
equal to $2,625,000, or $3,018,750 if the Underwriter’s option to purchase additional units is exercised in full, is attributable
to deferred underwriting discounts and commissions that will be payable by the Company to the Underwriter upon the consummation of the
Business Combination (as defined below) (the “Deferred Discount”); and


 


WHEREAS, the Company and the Trustee desire to enter into this Agreement
to set forth the terms and conditions pursuant to which the Trustee shall hold the Property.


 


NOW THEREFORE, IT IS AGREED:


 


1. Agreements and Covenants of Trustee. The Trustee hereby agrees
and covenants to:


 


(a) Hold the Property in trust for the Beneficiaries in accordance
with the terms of this Agreement in the Trust Account established by the Trustee in the United States at J.P. Morgan Chase Bank, N.A.
(or at another U.S. chartered commercial bank with consolidated assets of $100 billion or more) and at a brokerage institution selected
by the Trustee that is reasonably satisfactory to the Company;


 






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(b) Manage, supervise and administer the Trust Account subject
to the terms and conditions set forth herein;


 


(c) In a timely manner, upon the written instruction of the Company,
invest and reinvest the Property in United States government securities within the meaning of Section 2(a)(16) of the Investment
Company Act of 1940, as amended, having a maturity of 185 days or less, or in money market funds meeting the conditions of paragraphs
(d)(1), (d)(2), (d)(3) and (d)(4) of Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended (or any
successor rule), which invest only in direct U.S. government treasury obligations, as determined by the Company; the Trustee may not invest
in any other securities or assets, it being understood that the Trust Account will earn no interest while account funds are uninvested
awaiting the Company’s instructions hereunder; while the account funds are invested or uninvested, the Trustee may earn bank credits
or other consideration;


 


(d) Collect and receive, when due, all principal, interest or
other income arising from the Property, which shall become part of the “Property,” as such term is used herein;


 


(e) Promptly notify the Company and the Representative of all
communications received by the Trustee with respect to any Property requiring action by the Company;


 


(f) Supply any necessary information or documents as may be requested
by the Company (or its authorized agents) in connection with the Company’s preparation of the tax returns relating to assets held
in the Trust Account;


 


(g) Participate in any plan or proceeding for protecting or enforcing
any right or interest arising from the Property if, as and when instructed by the Company to do so;


 


(h) Render to the Company monthly written statements of the activities
of, and amounts in, the Trust Account reflecting all receipts and disbursements of the Trust Account;


 


(i) Commence liquidation of the Trust Account only after and promptly
after (x) receipt of, and only in accordance with, the terms of a letter from the Company (the “Termination Letter”)
in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B, as applicable,
signed on behalf of the Company by its Chief Executive Officer, Chief Financial Officer or other authorized officer of the Company, and
complete the liquidation of the Trust Account and distribute the Property in the Trust Account, including interest earned on the funds
held in the Trust Account and not previously released to us to pay our income taxes (less up to $75,000 of interest to pay dissolution
expenses), only as directed in the Termination Letter and the other documents referred to therein, or (y) upon the date which is
the later of (1) 18 months after the closing of the Offering and (2) such later date upon one or more Paid Extension Periods
effectuated pursuant to the terms thereof, (3) such later date as may be approved by the Company’s shareholders in accordance
with the Company’s second amended and restated memorandum and articles of association, if a Termination Letter has not been received
by the Trustee prior to such date, in which case the Trust Account shall be liquidated in accordance with the procedures set forth in
the Termination Letter attached as Exhibit B and the Property 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 income taxes (less up to $75,000 of interest
to pay dissolution expenses), shall be distributed to the Public Shareholders of record as of such date. It is acknowledged and agreed
that there should be no reduction in the principal amount per share initially deposited in the Trust Account;


 


(j) Upon written request from the Company, which may be given
from time to time in a form substantially similar to that attached hereto as Exhibit C (a “Tax Payment Withdrawal
Instruction”), withdraw from the Trust Account and distribute to the Company the amount of interest earned on the Property
requested by the Company to cover any tax obligation owed by the Company as a result of assets of the Company or interest or other income
earned on the Property, which amount shall be delivered directly to the Company by electronic funds transfer or other method of prompt
payment, and the Company shall forward such payment to the relevant taxing authority, so long as there is no reduction in the principal
amount per share initially deposited in the Trust Account; provided, however, that to the extent there is not sufficient
cash in the Trust Account to pay such tax obligation, the Trustee shall liquidate such assets held in the Trust Account as shall be designated
by the Company in writing to make such distribution (it being acknowledged and agreed that any such amount in excess of interest income
earned on the Property shall not be payable from the Trust Account) so long as there is no reduction in the principal amount per share
initially deposited in the Trust Account. The written request of the Company referenced above shall constitute presumptive evidence that
the Company is entitled to said funds, and the Trustee shall have no responsibility to look beyond said request;


 






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(k) Upon written request from the Company, which may be given
from time to time in a form substantially similar to that attached hereto as Exhibit D (a “Shareholder Redemption
Withdrawal Instruction”), the Trustee shall distribute to the remitting brokers on behalf of Public Shareholders redeeming
Ordinary Shares the amount required to pay redeemed Ordinary Shares from Public Shareholders pursuant to the Company’s second amended
and restated memorandum and articles of association; and


 


(l) Not make any withdrawals or distributions from the Trust Account
other than pursuant to Section 1(i), (j) or (k) above.


 


(m) Upon receipt of an extension letter (“Extension
Letter”) substantially similar to Exhibit E hereto at least five business days prior to the Applicable Deadline, signed
on behalf of the Company by an executive officer, and receipt of the dollar amount specified in the Extension Letter on or prior to the
Applicable Deadline, follow the instructions set forth in the Extension Letter.


 


2. Agreements and Covenants of the Company. The Company hereby
agrees and covenants to:


 


(a) Give all instructions to the Trustee hereunder in writing,
signed by the Company’s Chief Executive Officer, Chief Financial Officer or other authorized officer of the Company. In addition,
except with respect to its duties under Sections 1(i), (j) or (k) hereof, the Trustee shall be entitled
to rely on, and shall be protected in relying on, any verbal or telephonic advice or instruction which it, in good faith and with reasonable
care, believes to be given by any one of the persons authorized above to give written instructions, provided that the Company shall promptly
confirm such instructions in writing;


 


(b) Subject to Section 4 hereof, hold the Trustee harmless
and indemnify the Trustee from and against any and all expenses, including reasonable counsel fees and disbursements, or losses suffered
by the Trustee in connection with any action taken by it hereunder and in connection with any action, suit or other proceeding brought
against the Trustee involving any claim, or in connection with any claim or demand, which in any way arises out of or relates to this
Agreement, the services of the Trustee hereunder, or the Property or any interest earned on the Property, except for expenses and losses
resulting from the Trustee’s gross negligence, fraud or willful misconduct. Promptly after the receipt by the Trustee of notice
of demand or claim or the commencement of any action, suit or proceeding, pursuant to which the Trustee intends to seek indemnification
under this Section 2(b), it shall notify the Company in writing of such claim (an “Indemnified Claim”).
The Trustee shall have the right to conduct and manage the defense against such Indemnified Claim; provided that the Trustee shall
obtain the consent of the Company with respect to the selection of counsel, which consent shall not be unreasonably withheld. The Trustee
may not agree to settle any Indemnified Claim without the prior written consent of the Company, which such consent shall not be unreasonably
withheld. The Company may participate in such action with its own counsel;


 


(c) Pay the Trustee the fees set forth on Schedule A hereto,
including an initial acceptance fee, annual administration fee, and transaction processing fee, which fees shall be subject to modification
by the parties from time to time. It is expressly understood that the Property shall not be used to pay such fees unless and until it
is distributed to the Company pursuant to Sections 1(i) through 1(j) hereof. The Company shall pay the Trustee
the initial acceptance fee and the first annual administration fee at the consummation of the Offering. The Company shall not be responsible
for any other fees or charges of the Trustee except as set forth in this Section 2(c) and as may be provided in Section 2(b) hereof;


 


(d) In connection with any vote of the Company’s shareholders
regarding a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination involving the Company
and one or more businesses (the “Business Combination”), provide to the Trustee an affidavit or certificate
of the inspector of elections for the shareholder meeting verifying the vote of such shareholders regarding such Business Combination;


 


(e) Provide the Representative with a copy of any Termination
Letter(s) and/or any other correspondence that is sent to the Trustee with respect to any proposed withdrawal from the Trust Account
promptly after it issues the same;


 


(f) Unless otherwise agreed between the Company and the Representative,
ensure that any Instruction Letter (as defined in Exhibit A) delivered in connection with a Termination Letter in the form
of Exhibit A expressly provides that the Deferred Discount is paid directly to the account or accounts directed by the Representative
on behalf of the Underwriter prior to any transfer of the funds held in the Trust Account to the Company or any other person;


 






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(g) Instruct the Trustee to make only those distributions that
are permitted under this Agreement, and refrain from instructing the Trustee to make any distributions that are not permitted under this
Agreement;


 


(h) If the Company seeks to amend any provisions of its second
amended and restated memorandum and articles of association (A) to modify the substance or timing of the Company’s obligation
to allow redemptions of the Ordinary Shares in connection with the Company’s initial Business Combination or to redeem 100% of the
Ordinary Shares if the Company does not complete its initial Business Combination within the time period set forth therein or (B) with
respect to any other provision relating to the rights of holders of the Ordinary Shares or pre-Business Combination activity (in each
case, an “Amendment”), the Company will provide the Trustee with a letter (an “Amendment Notification
Letter”) in the form of Exhibit D providing instructions for the distribution of funds to Public Shareholders
who exercise their redemption option in connection with such Amendment; and


 


(i) Within five (5) business days after the Underwriter exercises
its option to purchase additional units (or any unexercised portion thereof) or such option to purchase additional units expires, provide
the Trustee with a notice in writing of the total amount of the Deferred Discount.


 


(j) If applicable, issue a press release at least three days prior
to the Applicable Deadline announcing that, at least five days prior to the Applicable Deadline, the Company received notice from the
Sponsor that the Sponsor intends to deposit funds into the Trust Account for extending the Applicable Deadline and the Board has approved
such Extension.


 


(k) Promptly following the Applicable Deadline, disclose whether
or not the deadline for the Company to consummate a Business Combination has been extended.


 


3. Limitations of Liability. The Trustee shall have no responsibility
or liability to:


 


(a) Imply obligations, perform duties, inquire or otherwise be
subject to the provisions of any agreement or document other than this Agreement and that which is expressly set forth herein;


 


(b) Take any action with respect to the Property, other than as
directed in Section 1 hereof, and the Trustee shall have no liability to any third party except for liability arising out
of the Trustee’s gross negligence, fraud or willful misconduct;


 


(c) Institute any proceeding for the collection of any principal
and income arising from, or institute, appear in or defend any proceeding of any kind with respect to, any of the Property unless and
until it shall have received written instructions from the Company given as provided herein to do so and the Company shall have advanced
or guaranteed to it funds sufficient to pay any expenses incident thereto;


 


(d) Change the investment of any Property, other than in compliance
with Section 1 hereof;


 


(e) Refund any depreciation in principal of any Property;


 


(f) Assume that the authority of any person designated by the
Company to give instructions hereunder shall not be continuing unless provided otherwise in such designation, or unless the Company shall
have delivered a written revocation of such authority to the Trustee;


 


(g) The other parties hereto or to anyone else for any action
taken or omitted by it, or any action suffered by it to be taken or omitted, in good faith and in the Trustee’s best judgment, except
for the Trustee’s gross negligence, fraud or willful misconduct. The Trustee may rely conclusively and shall be protected in acting
upon any order, notice, demand, certificate, opinion or advice of counsel (including counsel chosen by the Trustee, which counsel may
be the Company’s counsel), statement, instrument, report or other paper or document (not only as to its due execution and the validity
and effectiveness of its provisions, but also as to the truth and acceptability of any information therein contained) which the Trustee
believes, in good faith and with reasonable care, to be genuine and to be signed or presented by the proper person or persons. The Trustee
shall not be bound by any notice or demand, or any waiver, modification, termination or rescission of this Agreement or any of the terms
hereof, unless evidenced by a written instrument delivered to the Trustee, signed by the proper party or parties and, if the duties or
rights of the Trustee are affected, unless it shall give its prior written consent thereto;


 






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(h) Verify the accuracy of the information contained in the Registration
Statement;


 


(i) Provide any assurance that any Business Combination entered
into by the Company or any other action taken by the Company is as contemplated by the Registration Statement;


 


(j) File information returns with respect to the Trust Account
with any local, state or federal taxing authority or provide periodic written statements to the Company documenting the taxes payable
by the Company, if any, relating to any interest income earned on the Property;


 


(k) Prepare, execute and file tax reports, income or other tax
returns and pay any taxes with respect to any income generated by, and activities relating to, the Trust Account, regardless of whether
such tax is payable by the Trust Account or the Company, including, but not limited to, income tax obligations, except pursuant to Section 1(j) hereof;
or


 


(l) Verify calculations, qualify or otherwise approve the Company’s
written requests for distributions pursuant to Sections 1(i), 1(j) or 1(k) hereof.


 


4. Trust Account Waiver. The Trustee has no right of set-off
or any right, title, interest or claim of any kind (“Claim”) to, or to any monies in, the Trust Account, and
hereby irrevocably waives any Claim to, or to any monies in, the Trust Account that it may have now or in the future. In the event the
Trustee has any Claim against the Company under this Agreement, including, without limitation, under Section 2(b) or
Section 2(c) hereof, the Trustee shall pursue such Claim solely against the Company and its assets outside the Trust
Account and not against the Property or any monies in the Trust Account.


 


5. Termination. This Agreement shall terminate as follows:


 


(a) If the Trustee gives written notice to the Company that it
desires to resign under this Agreement, the Company shall use its reasonable efforts to locate a successor trustee, pending which the
Trustee shall continue to act in accordance with this Agreement. At such time that the Company notifies the Trustee that a successor trustee
has been appointed by the Company and has agreed to become subject to the terms of this Agreement, the Trustee shall transfer the management
of the Trust Account to the successor trustee, including but not limited to the transfer of copies of the reports and statements relating
to the Trust Account, whereupon this Agreement shall terminate; provided, however, that in the event that the Company does
not locate a successor trustee within ninety (90) days of receipt of the resignation notice from the Trustee, the Trustee may submit
an application to have the Property deposited with any court in the State of New York or with the United States District Court for the
Southern District of New York and upon such deposit, the Trustee shall be immune from any liability whatsoever; or


 


(b) At such time that the Trustee has completed the liquidation
of the Trust Account and its obligations in accordance with the provisions of Section 1(i) hereof and distributed the
Property in accordance with the provisions of the Termination Letter, this Agreement shall terminate except with respect to Section 2(b).


 


6. Miscellaneous.


 


(a) The Company and the Trustee each acknowledge that the Trustee
will follow the security procedures set forth below with respect to funds transferred from the Trust Account. The Company and the Trustee
will each restrict access to confidential information relating to such security procedures to authorized persons. Each party must notify
the other party immediately if it has reason to believe unauthorized persons may have obtained access to such confidential information,
or of any change in its authorized personnel. In executing funds transfers, the Trustee shall rely upon all information supplied to it
by the Company, including, account names, account numbers, and all other identifying information relating to a Beneficiary, Beneficiary’s
bank or intermediary bank. Except for any liability arising out of the Trustee’s gross negligence, fraud or willful misconduct,
the Trustee shall not be liable for any loss, liability or expense resulting from any error in the information or transmission of the
funds.


 






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(b) This Agreement shall be governed by and construed and enforced
in accordance with the laws of the State of New York, without giving effect to conflicts of law principles that would result in the application
of the substantive laws of another jurisdiction. This Agreement may be executed in several original or facsimile counterparts, each one
of which shall constitute an original, and together shall constitute but one instrument.


 


(c) This Agreement contains the entire agreement and understanding
of the parties hereto with respect to the subject matter hereof. Except for Sections 1(i), (j) and (k) hereof
(which sections may not be modified, amended or deleted without the affirmative vote of sixty-five percent (65%) of the then outstanding
Ordinary Shares and Class B ordinary shares, par value $0.0001 per share, of the Company, voting together as a single class (the
 “Voting Shares”) plus one share of the Voting Shares; provided that no such amendment will affect any Public Shareholder
who has properly elected to redeem his or her Ordinary Shares in connection with a shareholder vote to amend this Agreement), this Agreement
or any provision hereof may only be changed, amended or modified (other than to correct a typographical error) by a writing signed by
each of the parties hereto.


 


(d) The parties hereto consent to the jurisdiction and venue of
any state or federal court located in the City of New York, State of New York, for purposes of resolving any disputes hereunder. AS TO
ANY CLAIM, CROSS-CLAIM OR COUNTERCLAIM IN ANY WAY RELATING TO THIS AGREEMENT, EACH PARTY WAIVES THE RIGHT TO TRIAL BY JURY.


 


(e) Any notice, consent or request to be given in connection with
any of the terms or provisions of this 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 by electronic mail:


 


if to the Trustee, to:


 


Continental Stock Transfer & Trust Company


1 State Street, 30th Floor


New York, New York 10004


Attn: Francis Wolf and Celeste Gonzalez


Email: fwolf@continentalstock.com; cgonzalez@continentalstock.com


 


if to the Company, to:


 


Sieger Healthcare Acquisition Corp


c/o Sieger Healthcare LLC


22/F, New World Tower 2


16-18 Queen's Road Central, Central


Hong Kong


Attn: Xuan Sun


Email: Frank.Sun@SiegerBio.com


 


in each case, with copies to:


 


Cleary, Gottlieb, Steen & Hamilton LLP


One Liberty Plaza


New York, NY 10006


Attn: Shuang Zhao


Email: szhao@cgsh.com


 


and


 


Piper Sandler & Co.


[•]


Attn: [•]


Email: [•]


 






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and


 


Dechert LLP


[•]


Attn.: [•]


Email: [•]


 


(f) Each of the Company and the Trustee hereby represents that
it has the full right and power and has been duly authorized to enter into this Agreement and to perform its respective obligations as
contemplated hereunder. The Trustee acknowledges and agrees that it shall not make any claims or proceed against the Trust Account, including
by way of set-off, and shall not be entitled to any funds in the Trust Account under any circumstance.


 


(g) This Agreement is the joint product of the Trustee and the
Company and each provision hereof has been subject to the mutual consultation, negotiation and agreement of such parties and shall not
be construed for or against any party hereto.


 


(h) This Agreement may be executed in any number of counterparts,
each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same instrument. Delivery
of a signed counterpart of this Agreement by facsimile or electronic transmission shall constitute valid and sufficient delivery thereof.


 


(i) Each of the Company and the Trustee hereby acknowledges and
agrees that the Representative on behalf of the Underwriter is a third-party beneficiary of this Agreement.


 


(j) Except as specified herein, no party to this Agreement may
assign its rights or delegate its obligations hereunder to any other person or entity.


 


[Signature Page Follows]


 






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IN WITNESS WHEREOF, the parties have duly executed this Investment
Management Trust Agreement as of the date first written above.


 


	 	CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Trustee
	 	 	 
	 	By:	 
	 	Name:	Francis Wolf
	 	Title:	Vice President
	 	 
	 	SIEGER HEALTHCARE ACQUISITION CORP
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 


[Signature Page to Investment Management
Trust Agreement]


 






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SCHEDULE A


 


	Fee Item	 	Time and method of payment	 	Amount	 
	Initial acceptance fee	 	Initial closing of IPO by wire transfer	 	$	3,500.00	 
	Annual fee	 	First year, initial closing of IPO by wire transfer; thereafter on the anniversary of the effective date of the IPO by wire transfer or check	 	$	10,000.00	 
	Transaction processing fee for disbursements to Company under Sections 1(i), (j), and (k)	 	Billed by Trustee to Company under Section 1	 	$	250.00	 
	Paying Agent services as required pursuant to Sections 1(i) and (k)	 	Billed to Company upon delivery of service pursuant to Sections 1(i) and (k)	 	 	Prevailing rates	 



 


 






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EXHIBIT A


 


[Letterhead of Company]


 


[Insert date]


 


Continental Stock Transfer & Trust Company


1 State Street, 30th Floor


New York, New York 10004


Attn: Francis Wolf and Celeste Gonzalez


 


Re: Trust Account -  Termination Letter


 


Ladies and Gentlemen:


 


Pursuant to Section 1(i) of the Investment Management
Trust Agreement between Sieger Healthcare Acquisition Corp (the “Company”) and Continental Stock Transfer &
Trust Company (“Trustee”), dated as of [•], 2021 (the “Trust Agreement”), this
is to advise you that the Company has entered into an agreement with ___________ (the “Target Business”) to
consummate a business combination with Target Business (the “Business Combination”) on or about [insert date].
The Company shall notify you at least seventy-two (72) hours in advance of the actual date (or such shorter time period as you may
agree) of the consummation of the Business Combination (the “Consummation Date”). Capitalized terms used but
not defined herein shall have the meanings set forth in the Trust Agreement.


 


In accordance with the terms of the Trust Agreement, we hereby authorize
you to commence to liquidate all of the assets of the Trust Account, and to transfer the proceeds into the trust operating account at
J.P. Morgan Chase Bank, N.A. . to the effect that, on the Consummation Date, all of the funds held in the Trust Account will be immediately
available for transfer to the account or accounts that the Underwriter (with respect to the Deferred Discount) and the Company shall direct
on the Consummation Date. It is acknowledged and agreed that while the funds are on deposit in the trust operating account at J.P. Morgan
Chase Bank, N.A. awaiting distribution, neither the Company nor the Underwriter will earn any interest or dividends.


 


On the Consummation Date (i) counsel for the Company shall deliver
to you written notification that the Business Combination has been consummated, or will be consummated substantially concurrently with
your transfer of funds to the accounts as directed by the Company (the “Notification”), and (ii) the Company
shall deliver to you (a) a certificate of the Chief Executive Officer, Chief Financial Officer or other authorized officer of the
Company, which verifies that the Business Combination has been approved by a vote of the Company’s shareholders, if a vote is held
and (b) joint written instruction signed by the Company and the Representative with respect to the transfer of the funds held in
the Trust Account, including payment of the Deferred Discount from the Trust Account (the “Instruction Letter”).
You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the Notification
and the Instruction Letter, in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust
Account may not be liquidated by the Consummation Date without penalty, you will notify the Company in writing of the same and the Company
shall direct you as to whether such funds should remain in the Trust Account and be distributed after the Consummation Date to the Company.
Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the
Trust Account, your obligations under the Trust Agreement shall be terminated.


 


In the event that the Business Combination is not consummated on the
Consummation Date described in the notice thereof and the Company not notified you on or before the original Consummation Date of a new
Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall
be reinvested as provided in Section 1(c) of the Trust Agreement on the business day immediately following the Consummation
Date as set forth in such notice as soon thereafter as possible.


 


[Signature Page Follows]


 






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	 	Very truly yours,
	 	 
	 	Sieger Healthcare Acquisition Corp
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 


	cc:	Piper Sandler & Co.


 







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EXHIBIT B


 


[Letterhead of Company]


 


[Insert date]


 


Continental Stock Transfer & Trust Company


1 State Street, 30th Floor


New York, New York 10004


Attn: Francis Wolf and Celeste Gonzalez


 


Re: Trust Account - Termination Letter


 


Ladies and Gentlemen:


 


Pursuant to Section 1(i) of the Investment Management
Trust Agreement between Sieger Healthcare Acquisition Corp (the “Company”) and Continental Stock Transfer &
Trust Company (the “Trustee”), dated as of [•], 2021 (the “Trust Agreement”),
this is to advise you that the Company has been unable to effect a business combination with a Target Business (the “Business
Combination”) within the time frame specified in the Company’s Second Amended and Restated Memorandum and Articles
of Association, as described in the Company’s Prospectus relating to the Offering. Capitalized terms used but not defined herein
shall have the meanings set forth in the Trust Agreement.


 


In accordance with the terms of the Trust Agreement, we hereby authorize
you to liquidate all of the assets in the Trust Account and to transfer the total proceeds into the trust operating account at J.P. Morgan
Chase Bank, N.A. to await distribution to the Public Shareholders. The Company has selected __________ as the effective date for the purpose
of determining when the Public Shareholders will be entitled to receive their share of the liquidation proceeds. It is acknowledged that
no interest will be earned by the Company on the liquidation proceeds while on deposit in the trust operating account You agree to be
the Paying Agent of record and, in your separate capacity as Paying Agent, agree to distribute said funds directly to the Company’s
Public Shareholders in accordance with the terms of the Trust Agreement and the Second Amended and Restated Memorandum and Articles of
Association of the Company. Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses
related to liquidating the Trust Account, your obligations under the Trust Agreement shall be terminated, except to the extent otherwise
provided in Section 1(i) of the Trust Agreement.


 


	 	Very truly yours,
	 	 
	 	Sieger Healthcare Acquisition Corp
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 


	cc:	Piper Sandler & Co.


 







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EXHIBIT C


 


[Letterhead of Company]


 


[Insert date]


 


Continental Stock Transfer & Trust Company


1 State Street, 30th Floor


New York, New York 10004


Attn: Francis Wolf and Celeste Gonzalez


 


Re: Trust Account - Tax Payment Withdrawal Instruction


 


Ladies and Gentlemen:


 


Pursuant to Section 1(j) of the Investment Management
Trust Agreement between Sieger Healthcare Acquisition Corp (the “Company”) and Continental Stock Transfer &
Trust Company (the “Trustee”), dated as of [•], 2021 (the “Trust Agreement”),
the Company hereby requests that you deliver to the Company $___________ of the interest income earned on the Property as of the date
hereof. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.


 


The Company needs such funds to pay for the tax obligations as set
forth on the attached tax return or tax statement. In accordance with the terms of the Trust Agreement, you are hereby directed and authorized
to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s operating account at:


 


[WIRE INSTRUCTION INFORMATION]


 


	 	Very truly yours,
	 	 
	 	Sieger Healthcare Acquisition Corp
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 


	cc:	Piper Sandler & Co.


 







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EXHIBIT D


 


[Letterhead of Company]


 


[Insert date]


 


Continental Stock Transfer & Trust Company


1 State Street, 30th Floor


New York, New York 10004


Attn: Francis Wolf and Celeste Gonzalez


 


Re: Trust Account - Shareholder Redemption Withdrawal Instruction


 


Ladies and Gentlemen:


 


Pursuant to Section 1(k) of the Investment Management
Trust Agreement between Sieger Healthcare Acquisition Corp (the “Company”) and Continental Stock Transfer &
Trust Company (the “Trustee”), dated as of [•], 2021 (the “Trust Agreement”),
the Company hereby requests that you deliver to the Company’s shareholders $___________ of the principal and interest income earned
on the Property as of the date hereof. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.


 


Pursuant to Section 1(k) of the Trust Agreement, this is
to advise you that the Company has sought and will adopt an Amendment. Accordingly, in accordance with the terms of the Trust Agreement,
we hereby authorize you to liquidate a sufficient portion of the Trust Account and to transfer $[•] of the proceeds of the Trust
Account to the trust operating account at J.P. Morgan Chase Bank, N.A. for distribution to the shareholders that have requested redemption
of their shares in connection with such Amendment.


 


	 	Very truly yours,
	 	 
	 	Sieger Healthcare Acquisition Corp
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 


	cc:	Piper Sandler & Co.


 






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EXHIBIT E


 


[Letterhead of Company]


 


[Insert date]


 


Continental Stock Transfer & Trust Company


1 State Street, 30th Floor


New York, New York 10004


Attn: Francis Wolf and Celeste Gonzalez


 


Re: Trust Account – Extension Letter Dear


 


Dear Mr. Wolf and Ms. Gonzalez:


 


Pursuant to Section 1(m) of the Investment
Management Trust Agreement, dated as of [•], 2021 (as amended, supplemented or otherwise modified from time to time, the “Trust
Agreement”), by and between Sieger Healthcare Acquisition Corp (the “Company”) and Continental
Stock Transfer & Trust Company (the “Trustee”), this is to advise you that the Company is extending
the time available to consummate a Business Combination for an additional one (1) month, from     to     (the
 “Extension”).


 


This Extension Letter shall serve as the notice
required with respect to the Extension prior to the Applicable Deadline. Capitalized words used herein and not otherwise defined shall
have the meanings ascribed to them in the Trust Agreement


 


In accordance with the terms of the Trust Agreement,
we hereby authorize you to deposit $[         ] (or $[        ] if the underwriters’ over-allotment option was exercised in full), which will be
wired to you, into the Trust Account investments upon receipt.


 


This is the     of up to six
Extension Letters.


 


	 	Very truly yours,
	 	 
	 	Sieger Healthcare Acquisition Corp
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 


	cc:	Piper Sandler & Co.


 






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