Exhibit 10.1


 


INVESTMENT MANAGEMENT TRUST AGREEMENT®


 


This Investment Management
Trust Agreement (this “Agreement”) is made effective as of February [●], 2021 by and between MSD
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. 333-253316 (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-fifth 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 Goldman, Sachs, &
Co. LLC and Morgan Stanley & Co. LLC, as joint book-running managers (the “Underwriters”); and


 


WHEREAS, as described
in the Prospectus, $500,000,000 of the gross proceeds of the Offering and sale of the Private Placement Units (as defined in the
Underwriting Agreement) (or $575,000,000 if the Underwriters’ option to purchase additional units is exercised in full) 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”); and


 


WHEREAS, pursuant to
the Underwriting Agreement, a portion of the Property equal to $17,500,000, or $20,125,000 if the Underwriters’ 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 Underwriters 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 located in the United States at [●] (or at another U.S. chartered commercial bank with consolidated assets
of $100 billion or more), maintained by Trustee 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 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
and 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 Underwriters 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 following (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 or other authorized officer of the Company, and, in the case of Exhibit A, acknowledged and agreed to by
the Underwriter, 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 the Company to pay its income taxes, if any,
(less up to $100,000 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) 24 months after the closing of the Offering and (2) such
later date as may be approved by the Company’s shareholders in accordance with the Company’s 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, if any, (less up to $100,000 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 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, so long as there is no reduction in the principal amount initially deposited in the Trust Account
(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;


 


(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 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), 1(j)
or 1(k) above.


 






    2


     


    

 


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, Secretary 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 reasonable
and documented 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 it is distributed to the Company pursuant to Sections
1(i) through 1(k) hereof. The Company shall pay the Trustee the initial acceptance fee and the first annual administration
fee at the consummation of the Offering. The Trustee shall refund to the Company the annual administration fee (on a pro rata basis)
with respect to any period after the liquidation of the Trust Account. 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 Underwriters 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 Underwriters, 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 Underwriters 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;


 


(h)
If the Company seeks to amend any provisions of its amended and restated memorandum and articles of association (A) to modify
the substance or timing of the Company’s obligation to provide holders of the Ordinary Shares the right to have their shares
redeemed 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-initial 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
and properly tender their shares in connection with such Amendment; and


 






    3


     


    

 


(i)
Within five (5) business days after the Underwriters exercise their 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.


 


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 with written notification to the Company, 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;


 


(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


 






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(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 herein 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.


 


(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 Section 1(i), 1(j) and 1(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), 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 for
an Amendment, 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.


 






    5


     


    

 


(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 or facsimile transmission:


 


	 	if to the Trustee, to:	 
	 	 	 	 
	 	 	Continental Stock Transfer & Trust
    Company
	 	 	1 State Street, 30th Floor
	 	 	New York, New York 10004
	 	 	Attn:	Francis Wolf. & Celeste Gonzalez
	 	 	Email:	fwolf@continentalstock.com
	 	 	 	cgonzalez@continentalstock.com
	 	 	 	 
	 	if to the Company, to:
	 	 	 	 
	 	 	MSD Acquisition Corp.
	 	 	645 Fifth Avenue, 21st Floor
	 	 	New York, New York 10022
	 	 	Attn:	Marcello Liguori
	 	 	Email:	mliguori@msdpartners.com
	 	 	 	 
	 	in each case, with copies to:
	 	 	 	 
	 	 	Kirkland & Ellis LLP
	 	 	601 Lexington Avenue
	 	 	New York, New York 10022
	 	 	Attn:	Christian O. Nagler and Debbie P. Yee
	 	 	Email:	cnagler@kirkland.com
	 	 	 	debbie.yee@kirkland.com
	 	 	 	 
	 	and	 
	 	 	 	 
	 	 	Goldman, Sachs, & Co. LLC
	 	 	200 West Street
	 	 	New York, New York 10282
	 	 	Attn: Registration Department
	 	 	 
	 	and
	 	 	 	 
	 	 	Morgan Stanley & Co. LLC
	 	 	1585 Broadway
	 	 	New York, New York 10036
	 	 	Attn: Equity Syndicate Desk
	 	 	 	 
	 	and
	 	 	 	 
	 	 	Ropes
    & Gray LLP
	 	 	1211
    6th AvenueNew York, New York 10036
	 	 	Attn.:
    	Paul
    Tropp
	 	 	Christopher
    Capuzzi
	 	 	Email:	Paul.Tropp@ropesgray.com
	 	 	 	Christopher.Capuzzi@ropesgray.com






 






    6


     


    

 


(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 Underwriters are third-party beneficiaries 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]


 






    7


     


    

 


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 WARRANT AGENT
	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 



 


	 	MSD ACQUISITION CORP.
	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 



 




     


    




    

 


SCHEDULE A


 


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


 






    Sch. A-1


     


    

 


EXHIBIT A


 


[Letterhead of Company]


 


[Insert date]


 


Continental Stock Transfer & Trust Company

1 State Street, 30th Floor

New York, New York 10004

Attn: Francis E. Wolf, Jr. & Celeste Gonzalez


 


		Re:	Trust Account - Termination Letter



 


Ladies and Gentlemen:


 


Pursuant to Section
1(i) of the Investment Management Trust Agreement between MSD Acquisition Corp. (the “Company”) and
Continental Stock Transfer & Trust Company (“Trustee”), dated as of February [●], 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 [●] 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 Underwriters (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 said trust operating account at [●] awaiting distribution, neither the Company nor the Underwriters
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 Underwriters with respect to the transfer of
the funds held in the Trust Account, including payment of the Deferred Discount to account or accounts directed by the Underwriters
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 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,
	 	 
	 	MSD ACQUISITION CORP.
	 	 
	 	By:	 
	 		Name:
	 		Title:


 


	 	GOLDMAN SACHS & CO. LLC 
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	MORGAN STANLEY & CO. LLC
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



 






    A-1


     


    




 


EXHIBIT B


 


[Letterhead of Company]


 


[Insert date]


 


Continental Stock Transfer & Trust Company

1 State Street, 30th Floor

New York, New York 10004

Attn: Francis E. Wolf, Jr. & Celeste Gonzalez


 


		Re:	Trust Account - Termination Letter



 


Ladies and Gentlemen:


 


Pursuant to Section
1(i) of the Investment Management Trust Agreement between MSD Acquisition Corp. (the “Company”) and
Continental Stock Transfer & Trust Company (the “Trustee”), dated as of February [●], 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 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 on [●], 20[●],
and to transfer the total proceeds into the trust operating account at [●] 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 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(j)
of the Trust Agreement.


 








	 	Very truly yours,
	 	 
	 	MSD ACQUISITION CORP.
	 	 
	 	By:	 
	 		Name:
	 		Title:


 





	cc:	Goldman, Sachs, & Co. LLC
	 	Morgan Stanley & Co. LLC



 






    B-1


     


    

 


EXHIBIT C


 


[Letterhead of Company]


 


[Insert date]


 


Continental Stock Transfer & Trust Company

1 State Street, 30th Floor

New York, New York 10004

Attn: Francis E. Wolf, Jr. & Celeste Gonzalez


 


		Re:	Trust Account - Tax Payment Withdrawal Instruction



 


Ladies and Gentlemen:


 


Pursuant to Section
1(j) of the Investment Management Trust Agreement between MSD Acquisition Corp. (the “Company”) and
Continental Stock Transfer & Trust Company (the “Trustee”), dated as of February [●], 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,
	 	 
	 	MSD ACQUISITION CORP.
	 	 
	 	By:	 
	 		Name:
	 		Title:


 





	cc:	Goldman, Sachs, & Co. LLC
	 	Morgan Stanley & Co. LLC


 









    C-1


     


    

 


EXHIBIT D


 


[Letterhead of Company]


 


[Insert date]


 


Continental Stock Transfer & Trust Company

1 State Street, 30th Floor

New York, New York 10004

Attn: Francis E. Wolf, Jr. & Celeste Gonzalez


 


		Re:	Trust Account - Shareholder Redemption Withdrawal
Instruction



 


Ladies and Gentlemen:


 


Pursuant to Section
1(k) of the Investment Management Trust Agreement between MSD Acquisition Corp. (the “Company”) and
Continental Stock Transfer & Trust Company (the “Trustee”), dated as of February [●], 2021
(the “Trust Agreement”), the Company hereby requests that you deliver to the redeeming Public Shareholders
on behalf of the Company $[●] 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 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 [●] for distribution to the shareholders
that have requested redemption of their shares in connection with such Amendment.


 












	 	Very truly yours,
	 	 
	 	MSD ACQUISITION CORP.
	 	 
	 	By:	 
	 		Name:
	 		Title:


 





	cc:	Goldman, Sachs, & Co. LLC
	 	Morgan Stanley & Co. LLC


 




    D-1