Exhibit 10.2


 


INVESTMENT MANAGEMENT TRUST AGREEMENT


 


This Agreement is made as of
[_______], 2021 by and between Bombax Healthcare 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-[_______] (“Registration Statement”) for its initial public offering of securities
(“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 JonesTrading LLC (“JonesTrading”)
is acting as the underwriter in the IPO; and


 


WHEREAS, as described in the
Registration Statement, and in accordance with the Company’s Amended and Restated Memorandum and Articles of Association, $50,000,000
of the gross proceeds of the IPO and the sale of the private placement warrants taking place simultaneously therewith ($57,500,000 if
the over-allotment option is exercised in full), 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 ordinary shares, par value $0.0001 per share, issued in the IPO as hereinafter
provided (the proceeds to be delivered to the Trustee 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, 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 a United States-based trust account, 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;


 




    


     


    


 


(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 JonesTrading 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
JonesTrading, 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 24-month anniversary of the closing of the IPO (“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)
[intentionally omitted]


 


(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 $10.00 per share.


 


(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 D 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 E 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 E 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).


 




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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 JonesTrading 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.


 


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;


 




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(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) 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 $50,000,000 (or $57,500,000 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) 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 D to the Trustee directing the Trustee to disburse
no less than $10.00 per share to such Public Shareholder.


 


(h)
Following receipt of a copy of an irrevocable written instruction letter in the form of Exhibit E 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 E, (ii) a Business Combination has been announced on or prior to the date of such letter and (iii) the number of ordinary shares
set forth on such letter to be redeemed is not greater than the number of ordinary shares 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 E
(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.


 




    4


     


    





 


(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;


 




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(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.


 


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


 




    6


     


    





 


(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(l), 1(m), 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 ordinary shares 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 $10.00 per share) 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 JonesTrading. 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.








 




    7


     


    


 


(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, by electronic mail or by facsimile transmission:


 


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:


 


Bombax Healthcare Acquisition Corporation

21/F, 88 Gloucester Road, 


Wan Chai, Hong Kong

Attn:Jeffrey Yam , Chief Executive Officer

E-mail: jyam@inasset.com


 


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


 


JonesTrading Institutional Services LLC

757 3rd Avenue, 23rd floor

New York, NY 10017

Attn: Burke Cook

E-mail: Burke@jonestrading.com


 


and


 


Loeb & Loeb LLP

345 Park Avenue

New York, New York 10154

Attn: Lawrence Venick, Esq.

E-mail: lvenick@loeb.com


 


and


 


King & Spalding LLP





1185 Avenue of the Americas, 34th Floor





New York, NY 10036





Attn: Adam Hankiss, Esq. and Kevin E. Manz, Esq.





E-mail: ahankiss@kslaw.com and kmanz@kslaw.com


 


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


 


(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 JonesTrading is a third party beneficiary of this Agreement.


 


[signature page follows]


 




    8


     


    


 


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
	 	 	 	 
	 	BOMBAX HEALTHCARE ACQUISITION CORPORATION
	 	 	 
	 	By:	 
	 	 	Name:	 Jeffrey Yam
	 	 	Title:	Chief Executive Officer


 




    


     


    


 


SCHEDULE A


 





	Fee Item	 	Time and method of payment	 	Amount
	Initial acceptance fee	 	Initial closing of IPO by wire transfer	 	$[_________] 
	 	 	 	 	 
	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	 	$[_________]
	 	 	 	 	 
	Transaction processing fee for disbursements to Company under Section 2	 	Deduction by Trustee from accumulated income following disbursement made to Company under Section 2	 	$[_________]
	 	 	 	 	 
	Paying Agent services as required pursuant to section 1(i)	 	Billed to Company upon delivery of service pursuant to section 1(i)	 	Prevailing rates


 




    


     


    





 


EXHIBIT A


 


[Letterhead of Company]


 


[Insert date]


 


Continental Stock Transfer & Trust Company





1 State Street, 30th Floor





New York, NY 10004





Attn: [________________]


 


		Re:	Trust Account No. [_____________] - Termination Letter



 


Gentlemen:


 


Pursuant to paragraph 1(i) of
the Investment Management Trust Agreement between Bombax Healthcare Acquisition Corporation (“Company”) and Continental Stock
Transfer & Trust Company (“Trustee”), dated as of [ ], 2021 (“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 48 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 on [__________] and to transfer the proceeds
to the above-referenced account at a United States-based trust account 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) [an affidavit] [a certificate] of [__________________], 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 JonesTrading Institutional
Services LLC with respect to the transfer of the funds held in the Trust Account, which must provide for the disbursement of no less than
$10.00 per share 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.


 




    A-1


     


    





 


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.


 





	 	Very truly yours,
	 	 
	 	BOMBAX HEALTHCARE ACQUISITION CORPORATION
	 	 
	 	By:	 
	 	Name:	 Jeffrey Yam
	 	Title:	 Chief Executive Officer
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	Secretary/Assistant Secretary


 





	Acknowledged and Agreed:	 
	 	 
	JonesTrading Institutional Services LLC	 
	 	 
	By:	 	 
	Name:	 	 
	Title:	 	 


 




    A-2


     


    


 


EXHIBIT B


 


[Letterhead of Company]


 


[Insert date]


 





 


Continental Stock Transfer & Trust Company





1 State Street, 30th Floor





New York, NY 10004





Attn: [________________]


 


		Re:	Trust Account No. [______________] - Termination Letter



 


Gentlemen:


 


Pursuant to paragraph 1(i) of
the Investment Management Trust Agreement between Bombax Healthcare Acquisition Corporation (“Company”) and Continental Stock
Transfer & Trust Company (“Trustee”), dated as of [ ], 2021 (“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 Memorandum and Articles of Association, 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 a United States-based trust account 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 Memorandum and Articles of Association 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,
	 	 
	 	BOMBAX HEALTHCARE ACQUISITION CORPORATION
	 	 
	 	By:	 
	 	Name:	Jeffrey Yam
	 	Title:	Chief Executive Officer








 


	 	By:	 
	 	Name:	 
	 	Title: 	Secretary/Assistant Secretary



 


		cc:	JonesTrading Institutional Services LLC



 




    B-1


     


    


 


EXHIBIT C


 


[Letterhead of Company]


 


[Insert date]


 


Continental Stock Transfer & Trust Company





1 State Street, 30th Floor





New York, NY 10004





Attn: [________________]


 


		Re:	Trust Account No. [___________]



 


Gentlemen:


 


Pursuant to paragraph 2(a) of
the Investment Management Trust Agreement between Bombax Healthcare Acquisition Corporation (“Company”) and Continental Stock
Transfer & Trust Company (“Trustee”), dated as of [ ], 2021 (“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]


 





	 	BOMBAX HEALTHCARE ACQUISITION CORPORATION
	 	 
	 	By:	 
	 	Name:	 Jeffrey Yam
	 	Title:	Chief Executive Officer





 


		cc:	JonesTrading Institutional Services LLC






 




    C-1


     


    





 


EXHIBIT D


 


[Letterhead of Company]


 


[Insert date]


 


Continental Stock Transfer & Trust Company





1 State Street, 30th Floor





New York, NY 10004





Attn: [________________]


 


		Re:	Trust Account No. [______________] - Irrevocable Instruction in Connection with Business Combination



 


Gentlemen:


 


Pursuant to paragraphs 1(m) and 3(g) of the Investment
Management Trust Agreement between Bombax Healthcare Acquisition Corporation (“Company”) and Continental Stock Transfer &
Trust Company (“Trustee”), dated as of [ ], 2021 (“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 $10.00 to ________________ (the “Shareholder”) for the
_____________________ ordinary shares 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]


 




    D-1


     


    


 





	 	Very truly yours,
	 	 
	 	BOMBAX HEALTHCARE ACQUISITION CORPORATION
	 	 
	 	By:	 
	 	Name:	 Jeffrey Yam
	 	Title: 	Chief Executive Officer





 


Acknowledged and Agreed:



CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Trustee



 


	 	 
	Name:	 
	Title:	 









 


		Cc:	[SHAREHOLDER].



 


Attachments:

Shareholder Wire Instructions

Share advice or instruction


 




    D-2


     


    





 


EXHIBIT E


 


[Letterhead of Company]


 


[Insert date]


 


Continental Stock Transfer & Trust Company





1 State Street, 30th Floor





New York, NY 10004





Attn: [________________]


 


		Re:	Trust Account No. [______________] - Irrevocable Instruction in Connection with Business Combination



 


Gentlemen:


 


Pursuant to paragraphs 1(n) and 3(h) of the Investment
Management Trust Agreement between Bombax Healthcare Acquisition Corporation (“Company”) and Continental Stock Transfer &
Trust Company (“Trustee”), dated as of [ ], 2021 (“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 $10.00 per share to ________________ (the “Shareholder”)
for the _____________________ ordinary shares 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.


 


[remainder of page intentionally left blank]


 




    E-1


     


    


 





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


 





Acknowledged and Agreed:



CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Trustee



 





	 	 
	Name:	 
	Title:	 





 


		Cc:	Bombax Healthcare Acquisition Corporation

21/F, 88 Gloucester Road,













			Wan Chai, Hong Kong
 Attn: Jeffrey Yam , Chief Executive Officer





 


Attachments:

Shareholder Wire Instructions

Share advice or instruction


 


 


E-2