Exhibit 10.2


 


INVESTMENT MANAGEMENT TRUST AGREEMENT


 


This Investment Management Trust Agreement (this “Agreement”)
is made effective as of October 14, 2021, by and between Sanaby Health Acquisition Corp. I, a Delaware corporation (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. 333-259728 (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 share
of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-half
of one redeemable warrant, each whole warrant entitling the holder thereof to purchase one share of Common Stock (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 BTIG, LLC as representative (the “Representative”)
of the several underwriters (the “Underwriters”) named therein; and


 


WHEREAS, if a Business Combination (as defined herein) is not
consummated within the initial 12 month period following the closing of the Offering, upon the request of the Company’s sponsor
(the “Sponsor”), the Company may extend such period twice, by an additional three months for each extension
period, for a total of up to 18 months, subject to the Sponsor or its affiliates or permitted designees depositing $1,500,000 (or up to
$1,725,000 if the Underwriters’ over-allotment option is exercised in full) into the Trust Account no later than the 12 month anniversary
of the Offering (the “Deadline”) for such extension (the “Extension”), in exchange
for which the Sponsor will receive a non-interest bearing, unsecured promissory note for such Extension payable upon consummation of a
Business Combination; and


 


WHEREAS, as described in the Prospectus, $152,250,000 of the
gross proceeds of the Offering and sale of the Private Placement Warrants (as defined in the Underwriting Agreement) (or $175,087,500,
if the Underwriters’ over-allotment option is exercised in full) and the proceeds from any loans 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 Common Stock 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 stockholders for whose benefit the Trustee shall hold the Property will be
referred to as the “Public Stockholders,” and the Public Stockholders and the Company will be referred to together
as the “Beneficiaries”);


 


WHEREAS, pursuant to the Underwriting Agreement, a portion of
the Property equal to $5,250,000 (or up to $6,487,500 if the Underwriters’ over-allotment option is exercised in full), is attributable
to deferred underwriting discounts and commissions that will be payable by the Company to the Representative upon and concurrently with
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;


 


(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 solely 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 Rule 2a-7(d) 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; it being understood that the Trust Account will earn no interest while account funds are uninvested awaiting
the Company’s instructions hereunder; and while account funds are invested or uninvested, the Trustee may earn bank credits or other
consideration;


 


(d) Collect and receive, when due, all 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 (“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, President, Executive Vice President, Vice President,
Secretary or Chairman of the board of directors of the Company (the “Board”) or other authorized officer of
the Company, and, in the case of a Termination Letter in a form substantially similar to the attached hereto as Exhibit A,
jointly signed by the Representative, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account,
including interest not previously released to the Company to pay its taxes (less up to $100,000 of interest that may be released to the
Company to pay dissolution expenses), only as directed in the Termination Letter and the other documents referred to therein, or (y) the
date which is the later of (1) 12 months after the closing of the Offering and (2) such later date upon an Extension effectuated
pursuant to the terms hereof and (3) such later date as may be approved by the Company’s stockholders in accordance with the
Company’s amended and restated certificate of incorporation 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 not previously released to the Company to pay its taxes
(less up to $100,000 of interest that may be released to the Company to pay dissolution expenses) shall be distributed to the Public Stockholders
of record as of such date; and provided, however, that in the event the Trustee receives a Termination Letter in a form
substantially similar to Exhibit B hereto, or if the Trustee begins to liquidate the Property because it has received no such
Termination Letter by the date specified in clause (y) of this Section 1(i), the Trustee shall keep the Trust Account
open until twelve (12) months following the date the Property has been distributed to the Public Stockholders. Other than what is provided
for in Section 1(k), 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, 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; 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, so long as there is no reduction in the principal amount initially deposited in the Trust Account; provided,
further, that if the tax to be paid is a franchise tax, the written request by the Company to make such distribution shall be accompanied
by a copy of the franchise tax bill from the State of Delaware for the Company (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). 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, the Trustee shall distribute on behalf
of the Company the amount requested by the Company to be used to redeem shares of Common Stock from Public Stockholders properly submitted
in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation
(a) to modify the substance or timing of the ability of Public Stockholders to seek redemption in connection with an initial Business
Combination or the Company’s obligation to redeem 100% of its public shares of Common Stock if the Company has not consummated an
initial Business Combination within such time as is described in the Company’s amended and restated certificate of incorporation
or (b) with respect to any other provisions relating to stockholders’ rights or pre-initial Business Combination activity.
The written request of the Company referenced above shall constitute presumptive evidence that the Company is entitled to distribute said
funds, and the Trustee shall have no responsibility to look beyond said request; 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 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
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 Chairman of the Board, Chief Executive Officer, Chief Financial Officer, President, Executive Vice President,
Vice President or Secretary. In addition, except with respect to its duties under Sections 1(i), 1(j) and 1(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 (hereinafter referred to as the “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 the
closing of the Business Combination (defined below). 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), Schedule A and as may be provided in Section 2(b) hereof;


 






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(d) In connection with any vote of the Company’s stockholders
regarding a merger, capital stock exchange, asset acquisition, stock 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 stockholder meeting verifying the vote of such stockholders 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
prior to any transfer of the funds held in the Trust Account to the Company or any other person;


 


(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; and


 


(h) Within four (4) business days after the Underwriters
exercise the over-allotment option (or any unexercised portion thereof) or such over-allotment expires, provide the Trustee with a notice
in writing of the total amount of the Deferred Discount, which shall in no event be less than $5,250,000.


 


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


 


(j) Promptly following the 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 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) Refund any depreciation in principal of any Property;


 


(e) 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;


 


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


 


(h) 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;


 


(i) 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;


 


(j) 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, franchise and income tax obligations, except pursuant
to Section 1(j) hereof; or


 


(k) 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 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. 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; provided, however, that no such
change, amendment or modification to Section 1(i), 2(f) or Exhibit A may be made without the prior
written consent of the Representative.


 


(d) This Agreement or any provision hereof may only be changed,
amended or modified pursuant to Section 6(c) hereof with the Consent of the Stockholders. For purposes of this Section 6(d),
the “Consent of the Stockholders” means receipt by the Trustee of a certificate from the inspector of elections
of the stockholder meeting certifying that the Company’s stockholders of record as of a record date established in accordance with
Section 213(a) of the Delaware General Corporation Law, as amended (“DGCL”) (or any successor rule),
who hold sixty-five percent (65%) or more of all then outstanding shares of the Common Stock and Class B common stock, par value
$0.0001 per share, of the Company voting together as a single class, have voted in favor of such change, amendment or modification. No
such amendment will affect any Public Stockholder who has otherwise indicated his election to redeem his shares of Common Stock in connection
with a stockholder vote sought to amend this Agreement to modify the substance or timing of the Company’s obligation to redeem 100%
of the Common Stock if the Company does not complete its initial Business Combination within the time frame specified in the Company’s
amended and restated certificate of incorporation. Except for any liability arising out of the Trustee’s gross negligence, fraud
or willful misconduct, the Trustee may rely conclusively on the certification from the inspector or elections referenced above and shall
be relieved of all liability to any party for executing the proposed amendment in reliance thereon.


 


(e) 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.


 


(f) 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, NY 10004


Attn: Francis Wolf and Celeste Gonzalez


Email:     fwolf@continentalstock.com


Email: cgonzalez@continentalstock.com


 


if to the Company, to:


Sanaby Health Acquisition Corp. I


2625 Middlefield Road #990


Palo Alto, CA 94306


Attn: Sandra Shpilberg


Email: sandra@sanaby.com


 






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in each case, with copies to:


Reed Smith LLP


599 Lexington Avenue


New York, NY 10022


Attn: Ari Edelman, Esq.


Email: aedelman@reedsmith.com


 


and


 


BTIG, LLC


65 East 55th Street


New York, NY 10022


Email: ProspectusDelivery@btig.com


 


and


 


Ellenoff Grossman & Schole LLP


1345 Avenue of the Americas


New York, NY 10105


Attn: Stuart Neuhauser, Esq.


Email: sneuhauser@egsllp.com


 


(g) 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.


 


(h) 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.


 


(i) 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.


 


(j) Each of the Company and the Trustee hereby acknowledges and
agrees that BTIG, LLC is a third party beneficiary of this Agreement.


 


(k) 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:	/s/ Francis Wolf
	 	 	Name: Francis Wolf
	 	 	Title: Vice President
	 	 	 
	 	 	 
	 	SANABY HEALTH ACQUISITION CORP. I
	 	 	 
	 	By:	/s/ Sandra Shpilberg
	 	 	Name: Sandra Shpilberg
	 	 	Title: Chief Executive Officer


 


[Signature Page to Investment Management
Trust Agreement]


 






    


     


    

 


SCHEDULE A


 






 


	Fee Item	 	Time and method of payment	 	Amount	 
	Initial set-up fee.	 	Initial closing of Offering by wire transfer.	 	$	3,500	 
	Trustee administration fee	 	Payable annually. First year fee payable, at initial closing of Offering by wire transfer, thereafter by wire transfer or check.	 	$	10,000	 
	Transaction processing fee for disbursements to Company under Sections 1(i), (j) and (k)	 	Billed to Company following disbursement made to Company under Section 1	 	$	250	 
	Paying Agent services as required pursuant to Sections 1(i) and 1(k)	 	Billed to Company upon delivery of service pursuant to Section 1(i) and 1(k)	 	 	Prevailing rates	 



 


 






    


     


    

 


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 Sanaby Health Acquisition Corp. I (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 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 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 to a segregated account held by you
on behalf of the Beneficiaries 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 Company shall direct on the Consummation Date (including as directed to it
by the Representative (with respect to the Deferred Discount)). 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, the Company will not 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 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, which verifies that the Business Combination has been approved by a vote
of the Company’s stockholders, if a vote is held and (b) a 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 amounts owed to public stockholders who have
properly exercised their redemption rights and payment of the Deferred Discount to the Representative 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, (x) to the Representative in an amount equal to the Deferred Discount as directed
by the Representative and (y) the remainder 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 we have 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.


 






    


     


    

 


	 	Very truly yours,
	 	 
	 	SANABY HEALTH ACQUISITION CORP. I
	 	 	 
	 	By:	 
	 	 	Name: Sandra Shpilberg
	 	 	Title: Chief Executive Officer


 


Acknowledged and Agreed by:


 


	BTIG, LLC
	 
	By:	 	 
	 	Name:	 
	 	Title:	 


 






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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 Sanaby Health Acquisition Corp. I (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 Amended and Restated Certificate of Incorporation,
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 a segregated account held by you on behalf
of the Beneficiaries to await distribution to the Public Stockholders. The Company has selected (1) as
the effective date for the purpose of determining when the Public Stockholders will be entitled to receive their share of the liquidation
proceeds. 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 Stockholders in accordance with the terms of the Trust Agreement and the Amended and Restated Certificate
of Incorporation 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(j) of the Trust Agreement.


 


	(1)	12 months from the closing of the Offering, or such later date upon an Extension, if any, effectuated pursuant to the Trust Agreement.


 





	 	Very truly yours,
	 	 
	 	SANABY HEALTH ACQUISITION CORP. I
	 	 	 
	 	By:	 
	 	 	Name: Sandra Shpilberg
	 	 	Title: Chief Executive Officer


  


cc:  BTIG, LLC


 






    


     


    

 


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 Withdrawal Instruction


 


Ladies and Gentlemen:


 


Pursuant to Section 1(j) of the Investment Management
Trust Agreement between Sanaby Health Acquisition Corp. I (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 a segregated account held by you on behalf of
the Beneficiaries:


 


[WIRE INSTRUCTION INFORMATION]


 





	 	Very truly yours,
	 	 
	 	SANABY HEALTH ACQUISITION CORP. I
	 	 	 
	 	By:	 
	 	 	Name: Sandra Shpilberg
	 	 	Title: Chief Executive Officer


 


cc:   BTIG, LLC


 






    


     


    

 


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  Stockholder Redemption Withdrawal Instruction


 


Ladies and Gentlemen:


 


Pursuant to Section 1(k) of the Investment Management
Trust Agreement between Sanaby Health Acquisition Corp. I (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 redeeming Public Stockholders of the Company $ of the principal and interest income
earned on the Property as of the date hereof to a segregated account held by you on behalf of the Beneficiaries for distribution to the
Stockholders who have requested redemption of their Common Stock. Capitalized terms used but not defined herein shall have the meanings
set forth in the Trust Agreement.


 


The Company needs such funds to pay its Public Stockholders who have
properly elected to have their shares of Common Stock redeemed by the Company in connection with a stockholder vote to approve an amendment
to the Company’s amended and restated certificate of incorporation to modify the substance or timing of the Company’s obligation
to redeem 100% of public shares of Common Stock if the Company has not consummated an initial Business Combination within such time as
is described in the Company’s amended and restated certificate of incorporation or with respect to any other provisions relating
to stockholders’ rights or pre-initial Business Combination activity. As such, you are hereby directed and authorized to transfer
(via wire transfer) such funds promptly upon your receipt of this letter to a segregated account held by you on behalf of the Beneficiaries.


 





	 	Very truly yours,
	 	 
	 	SANABY HEALTH ACQUISITION CORP. I
	 	 	 
	 	By:	 
	 	 	Name: Sandra Shpilberg
	 	 	Title: Chief Executive Officer


  


Cc:  BTIG, LLC


 






    


     


    

 


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


 


Ladies and Gentlemen:


 


Pursuant to Section 1(m) of the Investment
Management Trust Agreement between Sanaby Health Acquisition Corp. I (“Company”) and Continental Stock Transfer &
Trust Company, dated as of [____] [__], 2021 (“Trust Agreement”), this is to advise you that the Company is extending the
time available to consummate a Business Combination for an additional three (3) months, from _______ to _________ (the “Extension”).


 


This Extension Letter shall serve as the notice
required with respect to the Extension prior to the 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 $1,500,000 [(or up to $1,725,000 if the underwriters’ over-allotment option was exercised in
full)], which will be wired to you, into the Trust Account investments upon receipt.


 





	 	Very truly yours,
	 	 
	 	SANABY HEALTH ACQUISITION CORP. I
	 	 	 
	 	By:	 
	 	 	Name: Sandra Shpilberg
	 	 	Title: Chief Executive Officer


  


cc:    BTIG, LLC


 






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