Exhibit 10.3


 


INVESTMENT MANAGEMENT TRUST AGREEMENT


 


This
Agreement is made effective as of [____], 2022 by and between Biotech Group Acquisition Corporation (the “Company”)
and Continental Stock Transfer & Trust Company,
as trustee (“Trustee”).


 


WHEREAS, the Company’s
registration statement on Form S-1, No. 333-264320 (“Registration Statement”) for its 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 “Class A Common Stock”), and one warrant, each warrant entitling
the holder to purchase one share of Class A Common Stock (the “Warrants”)(such initial public offering hereinafter
referred to as the “IPO”) has been declared effective as of the date hereof (“Effective Date”)
by the Securities and Exchange Commission (capitalized terms used herein and not otherwise defined shall have the meanings set forth in
the Registration Statement); and


 


WHEREAS, US Tiger Securities,
Inc. (“US Tiger”, or the “Representative”) is acting as the representative of several
underwriters in the IPO; and


 


WHEREAS, if a Business Combination
is not consummated within the initial 12 month period following the closing of the IPO, the Company’s insiders may extend such period
by two three-months periods, up to a maximum of 18 months in the aggregate, by depositing $750,000 for each three-month period (or $862,500
if the Underwriters’ over-allotment option is exercised in full) into the Trust Account (as defined below) no later than the 12
month anniversary of the IPO, or the 15 month anniversary of the IPO (each, an “Applicable Deadline”), as applicable,
for each three-month extension (each, an “Extension”), in exchange for which they will receive promissory notes;
and 


 


WHEREAS, as described in the
Registration Statement, and in accordance with the Company’s Amended and Restated Certificate of Incorporation, $76,875,000 of the
gross proceeds of the IPO and the net proceeds of a private placement taking place simultaneously therewith ($88,406,250 if the over-allotment
option is exercised in full), plus any amount eventually deposited on account of any Extension, will be delivered to the Trustee to be
deposited and held in the Trust Account for the benefit of the Company and the holders of the Company’s Class A Common Stock, issued
in the IPO as hereinafter provided (the proceeds to be delivered to the Trustee, including the proceeds from any loans in connection with
an Extension, if any, will be 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 $2,625,000, or $3,018,750 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 Underwriters 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.


 


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 a segregated trust account (“Trust Account”)
established by the Trustee at JP Morgan Chase Bank, NA (or at another U.S. chartered commercial bank with consolidated assets of $100
billion or more) in the United States, 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 instruction of the Company, invest and reinvest the Property (i) in United States government treasury bills, notes or bonds having
a maturity of 180 days or less and/or (ii) in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment
Company Act of 1940, as amended, and that invest solely in U.S. treasuries, as determined by the Company; meeting the conditions of paragraph
(d) of Rule 2a-7 promulgated under the Investment Company Act, which invest only in direct U.S. government treasury obligations or (ii)
cause the brokerage institution referred to in 1(a) above to place the Property in a cash demand deposit account; it being understood
that unless the Company instructs the Trustee to do either of the foregoing, the Trust Account will earn no interest while account funds
are uninvested awaiting the Company’s instructions hereunder; and while the funds are invested or uninvested, the Trustee may earn
bank credits or other consideration.


 






     


     


    

 


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


 


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


 


(f) Supply any necessary information
or documents as may be requested by the Company in connection with the Company’s preparation of its tax returns;


 


(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; and


 


(i)
Commence liquidation of the Trust Account only after and promptly after receipt of, and only in accordance with, the terms of a letter
(“Termination Letter”), in a form substantially similar to that attached hereto as either Exhibit A or Exhibit
B, signed on behalf of the Company by its President, Chief Executive Officer or Chairman of the Board and Secretary or Assistant Secretary
and, in the case of a Termination Letter in a form substantially similar to that attached hereto as Exhibit A, acknowledged and
agreed to by the Representative, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account only
as directed in the Termination Letter and the other documents referred to therein; provided, however, that in the event that a Termination
Letter has not been received by the Trustee by the 12-month anniversary of the closing of the IPO (“Closing”)
or, in the event that the Company extended the time to complete the Business Combination for up to 18-months   from
the closing of the IPO but has not completed the Business Combination within the applicable monthly anniversary of the Closing, (“Last
Date”), the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter attached
as Exhibit B hereto and distributed to the Public Shareholders as of the Last Date.


 


(j) Upon receipt of an extension
letter (“Extension Letter”) substantially similar to Exhibit D 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, to follow the instructions set forth in the Extension Letter.


 


(k) Not disburse any amounts
from the Trust Account in connection with a Business Combination in the event that the amount per share to be received by the redeeming
Public Shareholders is less than $10.25 per share (plus the amount per share deposited in the Trust Account pursuant to any Extension
Letter).


 


(l) In connection with a Business
Combination, before making disbursements to the Depository Trust Company, the Company or any other person, disburse the per share amount
to redeeming Public Shareholders (other than shares tendered through the Depository Trust Company) that have tendered their shares directly
to the Trustee.


 


(m) Promptly acknowledge and
comply with any irrevocable instruction letter delivered in the form of Exhibit E delivered by the Company in connection with the
disbursement of funds to a Public Shareholder.


 


(n) Promptly acknowledge,
in writing to any redeeming Public Shareholder and the Company, any irrevocable instruction letter in the form of Exhibit F delivered
by such redeeming Public Shareholder after the announcement by the Company of a proposed Business Combination and promptly comply with
any irrevocable written instruction letter in the form of Exhibit F delivered by such Public Shareholder in connection with the disbursement
of funds to such Public Shareholder if the Company has not notified the Trustee in writing during the Objection Period that such irrevocable
written instruction letter is a Non-Compliant Instruction Letter (as defined below).


 


2. Limited Distributions of
Income from Trust Account.


 


(a) 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, the Trustee
shall distribute to the Company the amount of interest income earned on the Trust Account requested by the Company to cover any income
or other tax obligation owed by the Company.


 


(b) The limited distributions
referred to in Section 2(a) above shall be made only from income collected on the Property. Except as provided in Section 2(a), no other
distributions from the Trust Account shall be permitted except in accordance with Section 1(i) hereof.


 


(c) The Company shall provide
the Representative with a copy of any Termination Letters and/or any other correspondence that it issues to the Trustee with respect to
any proposed withdrawal from the Trust Account promptly after such issuance.


 






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3. 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, President or Chief
Financial Officer. In addition, except with respect to its duties under paragraphs 1(i), 2(a) and 2(b) above, 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 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 the provisions
of Sections 5 and 7(g) of this Agreement, hold the Trustee harmless and indemnify the Trustee from and against, any and all expenses,
including reasonable counsel fees and disbursements, or loss suffered by the Trustee in connection with any claim, potential claim, 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 income earned from investment of the
Property, except for expenses and losses resulting from the Trustee’s gross negligence 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 paragraph, it shall notify the Company in writing of such claim (hereinafter referred to as
the “Indemnified Claim”); provided, however, that the Trustee’s failure to provide such notice shall not
relieve the Company of its liability hereunder, except to the extent that it is materially prejudiced by such failure. 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 consent shall not be unreasonably withheld or delayed. The
Company may participate in such action with its own counsel;


 


(c) Pay the Trustee an initial
acceptance fee, an annual fee and a transaction processing fee for each disbursement made pursuant to Sections 2(a) and 2(b) as set forth
on Schedule A hereto, 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 and further agreed that any fees owed to the Trustee shall be deducted by the Trustee from
the disbursements made to the Company pursuant to Sections 1(i) solely in connection with the consummation of a Business Combination,
or pursuant to Section 2(b). The Company shall pay the Trustee the initial acceptance fee and first year’s fee at the consummation
of the IPO and thereafter on the anniversary of the Effective Date;


 


(d) In connection with any
vote of the Company’s shareholders regarding a Business Combination, provide to the Trustee an affidavit or certificate of a firm
regularly engaged in the business of soliciting proxies and/or tabulating shareholder votes verifying the vote of the Company’s
shareholders regarding such Business Combination; and


 


(e) In the event that the
Company directs the Trustee to commence liquidation of the Trust Account pursuant to Section 1(i), the Company agrees that it will not
direct the Trustee to make any payments that are not specifically authorized by this Agreement.


 


(f) Upon receiving the written
request of a Public Shareholder to do so at any time after the date hereof, provide such Public Shareholder with a copy of any instruction
provided to the Trustee pursuant to Section 1(i) or Section 1(j) along with any Notification (as defined in Exhibit A), Instruction Letter
(as defined in Exhibit A), applicable flow of funds memorandum (or similar document), or any other notice delivered to the Trustee by
the Company regarding the disbursement of Property from the Trust Account resulting in the Property left in the Trust Account being less
than $76,875,000 (or $88,406,250 if the Underwriters’ over-allotment option is exercised in full) plus any amount eventually deposited
on account of any Extension, which, in each case, shall specify to whom the Property shall be disbursed (such written notice, a “Disbursement
Notice” and the date such Public Shareholder receives a Disbursement Notice, a “Disbursement Notice Date”).
Each Disbursement Notice shall be delivered to such Public Shareholder at least two business days prior to the disbursement of any Property
pursuant to Section 1(i) or Section 1(j) and no Property shall be disbursed from the Trust Account prior to the date that is two business
days from the applicable Disbursement Notice Date.


 


(g) At the request of any
Public Shareholder who has removed shares from street name and holds such shares either in certificated or book-entry form and, except
if such shares are held in book-entry form, delivered such certificated shares to the Trustee for purposes of redemption in connection
with a Business Combination, concurrently with the delivery of such shares, solely if such shares are certificated. to the Trustee, send
an irrevocable written instruction letter in the form of Exhibit E to the Trustee directing the Trustee to disburse no less than $10.25
per share (plus the amount per share deposited in the Trust Account pursuant to any Extension Letter) to such Public Shareholder.


 






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(h) Following receipt of a
copy of an irrevocable written instruction letter in the form of Exhibit F delivered by a Public Shareholder who has removed shares
from street name and holds such shares either in certificated or book-entry form and, except if such shares are held in book-entry form,
delivered such certificated shares to the Trustee for purposes of redemption in connection with a Business Combination to the Trustee,
review such letter to confirm (i) such letter is in the form of Exhibit F, (ii) a Business Combination has been announced on or
prior to the date of such letter and (iii) the number of shares of Common Stock set forth on such letter to be redeemed is not greater
than the number of shares of Common Stock held by the applicable Public Shareholder. Solely if the Company cannot confirm the requirements
of clauses (i) through (iii) of this Section 3(h), but not for any other reason, then within two days of the Company’s receipt of
the applicable copy of the irrevocable written instruction letter in the form of Exhibit F (such time period, the “Objection
Period”), the Company will notify the applicable Public Shareholder and the Trustee in writing that such irrevocable written
instruction letter is a “Non-Compliant Instruction Letter” and that the Trustee shall not comply with such letter.


 


(i). If applicable, the Company
shall 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 Company’s insiders that the insiders intend to extend the Applicable Deadline;


 


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


 


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


 


(a) Take any action with respect
to the Property, other than as directed in paragraphs 1 and 2 hereof and the Trustee shall have no liability to any party except for liability
arising out of its own gross negligence or willful misconduct;


 


(b) 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;


 


(c) Change the investment
of any Property, other than in compliance with paragraph 1(c);


 


(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
exercise of its own best judgment, except for its gross negligence 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),
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 is believed by the Trustee, in good faith, 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;


 


(g) Verify the correctness
of the information set forth in the Registration Statement or to confirm or assure that any acquisition made by the Company or any other
action taken by it is as contemplated by the Registration Statement;


 


(h) File local, state and/or
federal tax returns or information returns with any taxing authority on behalf of the Trust Account and payee statements with the Company
documenting the taxes, if any, payable by the Company or the Trust Account, relating to the income earned on the Property;


 


(i) Pay any taxes on behalf
of the Trust Account (it being expressly understood that the Property shall not be used to pay any such taxes and that such taxes, if
any, shall be paid by the Company from funds not held in the Trust Account or released to it under Section 2(a) hereof);


 


(j) 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; and


 


(k) Verify calculations, qualify
or otherwise approve Company requests for distributions pursuant to Section 1(i), 2(a) or 2(b) above.


 






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5. 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
3(b) or Section 3(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.


 


6. 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 during which time the Trustee shall 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 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 in accordance with the provisions of paragraph 1(i) hereof, and distributed
the Property in accordance with the provisions of the Termination Letter, this Agreement shall terminate except with respect to Paragraph
3(b).


 


7. 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 information, or of any change in its authorized personnel. In executing funds transfers, the Trustee will 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. The Trustee shall not be liable for any loss, liability or expense resulting from any error
in the information or transmission of the wire.


 


(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. It 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), 1(m), 1(n), 1(o), 1(p), 3(g), 3(h) 7(c) and 7(h) (which may only be amended with the approval of the holders of at
least 50% of the shares of Common Stock sold in the IPO, provided that all Public Shareholders must be given the right to receive a pro-rata
portion of the trust account (no less than $10.25   per share
plus the amount per share deposited in the Trust Account pursuant to any Extension Letter) in connection with any such amendment), this
Agreement or any provision hereof may only be changed, amended or modified by a writing signed by each of the parties hereto; provided,
however, that no such change, amendment or modification may be made without the prior written consent of the Representative. As to any
claim, cross-claim or counterclaim in any way relating to this Agreement, each party waives the right to trial by jury. The Trustee may
require from Company counsel an opinion as to the propriety of any proposed amendment.


 


(d) The parties hereto consent
to the jurisdiction and venue of any state or federal court located in the City of New York, Borough of Manhattan, for purposes of resolving
any disputes hereunder.


 


(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:


 


if to the Trustee, to:


 


Continental Stock Transfer & Trust
Company


1 State Street, 30th Floor


New York, NY 10004


Attn: Francis Wolf & Celeste Gonzalez


Email: fwolf@continentalstock.com


Email: cgonzalez@continentalstock.com


 






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if to the Company, to:


 


Biotech Group Acquisition Corporation


2400 Barranca Pkwy, Suite 300


Irvine, CA 92606


Attn: Yiru (Melody) Shi


 


in either case with a copy (which copy
shall not constitute notice) to:


 


US Tiger Securities, Inc.


437 Madison Avenue, 27th Floor


New York, NY 10022 Attn: Tony Tian


 


and


 


Robinson & Cole LLP


666 Third Avenue, 20th Floor


New York, NY 10017


Attn: Arila E. Zhou, Esq.


 


and


 


Greenberg Traurig, LLP


1750 Tysons Blvd, Suite 1000


McLean, VA 22102


Attn: Jason T. Simon, Esq.


 


(f) This Agreement may not
be assigned by the Trustee or the Company without the prior consent of the other party.


 


(g) Each of the Trustee and
the Company 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.


 


(h) Each of the Company and
the Trustee hereby acknowledge that the Representative is a third-party beneficiary of this Agreement.


 


[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
	 	 
	 	BIOTECH GROUP ACQUISITION CORPORATION 
	 	 
	 	By:	 
	 	 	Name: 	Yiru (Melody) Shi
	 	 	Title: 	CEO and Chairwoman


 


[signature page to Investment Management Trust
Agreement – Biotech Group Acquisition Corporation]


 




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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	 	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 Section 2	 	Deduction by Trustee from accumulated income following disbursement made to Company under Section 2	 	$	250.00	 
	Paying Agent services as required pursuant to section 1(i)	 	Billed to Company upon delivery of service pursuant to section 1(i)	 	 	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, NY 10004


Attn: Francis Wolf & Celeste Gonzalez


 


		Re:	Trust Account - Termination Letter




 


Dear Mr. Wolf and Ms. Gonzalez:


 


Pursuant to paragraph 1(i)
of the Investment Management Trust Agreement between Biotech Group Acquisition Corporation (“Company”) and Continental
Stock Transfer & Trust Company (“Trustee”), dated as of [*], 2022 (“Trust Agreement”),
this is to advise you that the Company has entered into an agreement with [__________________] (“Target Business”)
to consummate a business combination with Target Business (“Business Combination”) on or about [insert date].
The Company shall notify you at least 72 hours in advance of the actual date of the consummation of the Business Combination (“Consummation
Date”). Capitalized terms used herein and not otherwise defined 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 the Trust Account investments and to transfer the proceeds to the established
Trust Operating Account at JP Morgan Chase Bank, NA, to the effect that, on the Consummation Date, all of 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. It is acknowledged
and agreed that while the funds are on deposit in the trust account 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, and (ii) the Company
shall deliver to you a certificate from the Chief Executive Officer, which verifies the vote of the Company’s shareholders in connection
with the Business Combination if a vote is held and (b) joint written instructions from the Company and Maxim Group LLC with respect to
the transfer of the funds held in the Trust Account, which must provide for the disbursement of no less than $10.25 per share plus the
amount per share deposited in the Trust Account per Extension Letter to redeeming Public Shareholders (“Instruction Letter”).
You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the counsel’s
letter 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 of the same and the Company
shall direct you as to whether such funds should remain in the Trust Account and distributed after the Consummation Date to the Company.
Upon the distribution of all the funds in the Trust Account pursuant to the terms hereof, 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 the Trust Agreement on the business day immediately following the Consummation
Date as set forth in the notice.


 






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	 	Very truly yours,
	 	 	 
	 	BIOTECH GROUP ACQUISITION CORPORATION 
	 	 	 
	 	By:	 
	 	Name:  	 
	 	Title:	 
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title: 	Secretary/Assistant Secretary


 


	Acknowledged and Agreed:	 
	 	 	 
	US Tiger Securities, Inc.	 
	 	 	 
	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, NY 10004


Attn: Francis Wolf & Celeste Gonzalez


 


		Re:	Trust Account - Termination Letter




 


Dear Mr. Wolf and Ms. Gonzalez:


 


Pursuant to paragraph 1(i)
of the Investment Management Trust Agreement between Biotech Group Acquisition Corporation (“Company”) and Continental
Stock Transfer & Trust Company (“Trustee”), dated as of [*], 2022 (“Trust Agreement”), this
is to advise you that the Company has been unable to effect a Business Combination with a Target Company within the time frame specified
in the Company’s Amended and Restated Certificate of Incorporation, as described in the Company’s prospectus relating to its
IPO. Capitalized terms used herein and not otherwise defined 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 the Trust Account investments on and to transfer the total proceeds to
the Trust Operating Account at JP Morgan Chase Bank, NA to await distribution to the Public Shareholders. The Company has selected [____________,
20__] 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 Checking Account. You agree to be the Paying Agent of record and in your separate capacity as Paying Agent, to distribute said
funds directly to the Public Shareholders 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 in the Trust Account, your obligations under the Trust Agreement
shall be terminated.


 


	 	Very truly yours,
	 	 	 
	 	BIOTECH GROUP ACQUISITION CORPORATION
	 	 	 
	 	By:	 
	 	Name: 	 
	 	Title:	 
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title: 	Secretary/Assistant Secretary


 


cc:


US Tiger Securities, Inc.


 






    11


     


    

 


EXHIBIT C


 


[Letterhead of Company]


[Insert date]


Continental Stock Transfer & Trust Company


1 State Street, 30th Floor


New York, NY 10004


Attn: Francis Wolf & Celeste Gonzalez


 


		Re:	Trust
Account – Tax Withdrawal Instruction Letter


 


Dear Mr. Wolf and Ms. Gonzalez:


 


Pursuant to paragraph 2(a)
of the Investment Management Trust Agreement between Biotech Group Acquisition Corporation (“Company”) and Continental
Stock Transfer & Trust Company (“Trustee”), dated as of [*], 2022 (“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.
The Company needs such funds to pay for its tax obligations. 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]


 


	 	BIOTECH GROUP ACQUISITION CORPORATION
	 	 	 
	 	By:	              
	 	Name:	 
	 	Title:	 


 


cc:


US Tiger Securities, Inc.


 









    12


     


    

 


EXHIBIT D


 


[Letterhead of Company]


[Insert date]


Continental Stock Transfer & Trust Company


1 State Street, 30th Floor


New York, NY 10004


Attn: Francis Wolf & Celeste Gonzalez


 


		Re:	Trust
Account - Extension Letter


 


Dear Mr. Wolf & Ms. Gonzalez:


 


Pursuant to Section 1(l) of
the Investment Management Trust Agreement between Biotech Group Acquisition Corporation (“Company”) and Continental
Stock Transfer & Trust Company, dated as of [*], 2022 (“Trust Agreement”), this is to advise you that the
Company is extending the time available in order to consummate a Business Combination with the Target Businesses for an additional three
(3) months, from _______ to ________ (the “Extension”).


 


This Extension Letter shall
serve as the notice required with respect to 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 $750,000 (or $862,500 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
two Extension Letters.


 


	 	Very truly yours,
	 	 	 
	 	BIOTECH GROUP ACQUISITION CORPORATION
	 	 	 
	 	By:	               
	 	Name: 	 
	 	Title:	 


 


cc:


US Tiger Securities, Inc.


 






    13


     


    

 


EXHIBIT E


 


[Letterhead of Company]


[Insert date]


Continental Stock Transfer & Trust Company


1 State Street, 30th Floor


New York, NY 10004


Attn: Francis Wolf & Celeste Gonzalez


 


		Re:	Trust Account - Irrevocable Instruction in Connection with
Business Combination




 


Dear Mr. Wolf & Ms. Gonzalez:


 


Pursuant to paragraphs 1(m)
and 3(g) of the Investment Management Trust Agreement between Biotech Group Acquisition Corporation (“Company”)
and Continental Stock Transfer & Trust Company (“Trustee”), dated as of [*], 2022 (“Trust Agreement”),
this constitutes our irrevocable instruction to you to (i) in conjunction with the Business Combination (as defined in the Trust Agreement),
disburse a per share amount of $______, for a total disbursement of $__________________which is not less than $10.25 (plus the amount
per share deposited in the Trust Account pursuant to any Extension Letter) to ________________ (the “Shareholder”)
for the _____________________ shares of Class A Common Stock of the Company delivered to you prior to or concurrently herewith for redemption
in connection with the Business Combination, and (ii) deliver to the Shareholder the amounts specified in clause (i) prior to delivering
and amounts to the Depository Trust Company, the Company, or any person from whom you have not received an irrevocable instruction substantially
similar to this one. The Shareholder wire instructions are attached. A share advice or DWAC instruction from our broker is also attached.


 


The Company shall indemnify
you and your officers, directors, principals, partners, agents and representatives, and hold each of them harmless from and against any
and all loss, liability, damage, claim or expense (including the reasonable fees and disbursements of its attorneys) incurred by or asserted
against you or any of them arising out of or in connection with the instructions set forth herein, the performance of your duties hereunder
and otherwise in respect hereof, including the costs and expenses of defending yourself or themselves against any claim or liability hereunder,
except that the Company shall not be liable hereunder as to matters in respect of which it is determined that you have acted with gross
negligence or in bad faith. You shall have no liability to the Company in respect to any action taken or any failure to act in respect
of this if such action was taken or omitted to be taken in good faith, and you shall be entitled to rely in this regard on the advice
of counsel.


 


The Board of Directors of
the Company has approved the foregoing irrevocable instructions and does hereby extend the Company’s irrevocable agreement to indemnify
your firm for all loss, liability or expense in carrying out the authority and direction herein contained on the terms herein set forth.


 


The Shareholder is intended
to be and is a third-party beneficiary of this letter and the irrevocable instructions set forth herein, and no amendment or modification
to the instructions set forth herein may be made without the prior written consent of the Shareholder.


 


By signing below, the person
executing this letter certifies that they are duly authorized to execute this letter on behalf of the Company and to bind the Company
to all of the terms and conditions contained herein.


 


[remainder of page intentionally left blank]


 


[signature page follows]


 






    14


     


    

 


	 	Very truly yours,
	 	 	 
	 	BIOTECH GROUP ACQUISITION CORPORATION
	 	 	 
	 	By:	               
	 	Name: 	 
	 	Title: 	 


 


	Acknowledged and Agreed:	 
	 	 	 
	CONTINENTAL STOCK TRANSFER & 

TRUST COMPANY, as Trustee	 
	 	 	 
	 	 	 
	Name: 	 	 
	Title:	 	 


 


Cc: [SHAREHOLDER].


 


Attachments:


Shareholder Wire Instructions


Share advice or instruction


 


[signature page to Investment Management Trust
Agreement-Exhibit E-Biotech Group Acquisition Corporation]


 






    15


     


    

 


EXHIBIT F


 


[Insert date]


Continental Stock Transfer & Trust Company


1 State Street, 30th Floor


New York, NY 10004


Attn: Francis Wolf & Celeste Gonzalez


 


		Re:	Trust
Account - Irrevocable Instruction in Connection with Business Combination


 


Dear Mr. Wolf and Ms. Gonzalez:


 


Pursuant to paragraphs 1(n)
and 3(h) of the Investment Management Trust Agreement between Biotech Group Acquisition Corporation (“Company”)
and Continental Stock Transfer & Trust Company (“Trustee”), dated as of [*], 2022 (“Trust Agreement”),
this constitutes our irrevocable instruction to you to (i) in conjunction with the Business Combination (as defined in the Trust Agreement),
disburse a per share amount of $______, for a total disbursement of $_________________which is not less than $10.25 (plus the amount per
share deposited in the Trust Account pursuant to any Extension Letter) per share to ________________ (the “Shareholder”)
for the _____________________ shares of Class A Common Stock of the Company delivered to you prior to or concurrently herewith for redemption
in connection with the Business Combination, and (ii) deliver to the Shareholder the amounts specified in clause (i) prior to delivering
and amounts to the Depository Trust Company, the Company, or any person from whom you have not received an irrevocable instruction substantially
similar to this one. Our wire instructions are attached. We understand that a servicing fee of $250.00 will deducted from our payment.
A share advice or DWAC instruction from our broker is attached.


 


The Company shall indemnify
you and your officers, directors, principals, partners, agents and representatives, and hold each of them harmless from and against any
and all loss, liability, damage, claim or expense (including the reasonable fees and disbursements of its attorneys) incurred by or asserted
against you or any of them arising out of or in connection with the instructions set forth herein, the performance of your duties hereunder
and otherwise in respect hereof, including the costs and expenses of defending yourself or themselves against any claim or liability hereunder,
except that the Company shall not be liable hereunder as to matters in respect of which it is determined that you have acted with gross
negligence or in bad faith. You shall have no liability to the Company in respect to any action taken or any failure to act in respect
of this if such action was taken or omitted to be taken in good faith, and you shall be entitled to rely in this regard on the advice
of counsel.


 


The Board of Directors of
the Company does hereby extend the Company’s irrevocable agreement to indemnify your firm for all loss, liability or expense in
carrying out the authority and direction herein contained on the terms herein set forth.


 


No amendment or modification
to the instructions set forth herein may be made without the prior written consent of the Shareholder.


 


By signing below, the person
executing this letter certifies that they are duly authorized to execute this letter on behalf of the Shareholder and to bind the Shareholder
to all of the terms and conditions contained herein.


 


	 	Very truly yours,
	 	 	 
	 	[SHAREHOLDER]
	 	 	 
	 	By: 	                          
	 	Name: 	 
	 	Title: 	 


 






    16


     


    

 


Acknowledged and Agreed:


 


CONTINENTAL STOCK TRANSFER &

TRUST COMPANY, as Trustee


	 	 	 
	 	 	 
	Name: 	 	 
	Title:	 	 


 


	Cc: 	Biotech Group Acquisition Corporation 	 
	 	 	 
	 	2400 Barranca Pkwy, Suite 300	 
	 	Ievine, CA 92606	 
	 	Attn: Yiru (Melody) Shi 	 


 


Attachments:


Shareholder Wire Instructions


Share advice or instruction


 


 


17