Exhibit 10.2

   

  INVESTMENT MANAGEMENT TRUST AGREEMENT

   

  This Investment Management
    Trust Agreement (this “Agreement”) is made effective as of December 8, 2021 by and between Jackson Acquisition
    Company, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York
    corporation (the “Trustee”).

   

  WHEREAS, the Company’s
    registration statement on Form S-1 (File No. 333-254727) (the “Registration Statement”), including the prospectus
    therein (the “Prospectus”), for the initial public offering of the Company’s units (the “Units”),
    each of which consists of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common
      Stock”), and one-half of one redeemable warrant, each whole warrant entitling the holder thereof to purchase one share
    of Common Stock (such initial public offering hereinafter referred to as the “Offering”), has been declared
    effective on or prior to 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 BofA Securities, Inc. as underwriter
    (the “Underwriter”); and

   

  WHEREAS, as described
    in the Prospectus, $203,000,000 of the gross proceeds of the Offering and sale of the Private Placement Warrants (as defined in
    the Underwriting Agreement) (or $233,450,000 if the Underwriter’s over-allotment option 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 shares of Common Stock included in the Units issued in
    the Offering (the “Public Shares”) as hereinafter provided (the amount delivered to the Trustee (and any interest
    subsequently earned thereon), including, without limitation, any amounts delivered in connection with the exercise by the Sponsor
    (as defined below) of the Extension Option (as defined below), is referred to herein as the “Property,”
    the stockholders for whose benefit the Trustee shall hold the Property are referred to herein as the “Public Stockholders,”
    and the Public Stockholders and the Company are referred to herein, collectively, as the “Beneficiaries”); and

   

  WHEREAS, pursuant to
    the Underwriting Agreement, a portion of the Property equal to $7,000,000, or $8,050,000 if the Underwriter’s over-allotment
    option is exercised in full, is attributable to deferred underwriting discounts and commissions that will be payable by the Company
    to the Underwriter upon and concurrently with the consummation of the initial Business Combination (as defined below) (the “Deferred
      Discount”); and

   

  WHEREAS, if the Company
    has not completed its initial Business Combination within 18 months from the Closing of the Offering (as defined below), RJ Healthcare
    SPAC, LLC, a Delaware limited liability company (the "Sponsor") may, at its option (the “Extension Option”),
    cause the Company to extend the period of time to complete its initial Business Combination by an additional three months (for
    a total of 21 months from the Closing of the Offering), so long as the Sponsor (or its affiliates or designees) shall have deposited
    cash (in immediately available funds) in the Trust Account in the amount specified in this Agreement on or prior to the Applicable
    Deadline (as used herein, the term “Closing of the Offering” means the initial closing of the Offering and not any
    subsequent date on which the Underwriter may purchase additional Units pursuant to the over-overallotment option set forth in the
    Underwriting Agreement, and the term "Applicable Deadline" means the date that is 18 months from the Closing of the Offering);
    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.

   

  

  
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  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 J.P. Morgan Chase Bank, N.A. (or at another U.S.-chartered commercial bank with consolidated
    assets of $100 billion or more selected by the Trustee that is reasonably satisfactory to the Company) and at a brokerage institution
    organized under the laws of a state of the United States of America, which shall be BofA Securities, Inc. or one of its affiliates
    (or another brokerage institution organized under the laws of a state of the United States of America selected by the Trustee that
    is reasonably satisfactory to the Company);

   

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

   

  (c)              
    In a timely manner, upon the written instruction of the Company, invest and reinvest the Property solely in United States government
    securities within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended (or any successor rule), 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, 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 while the investment accounts are invested or uninvested while on deposit, the Trustee may earn bank credits or other consideration;

   

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

   

  (e)              
    As soon as practicable, notify the Company and the Underwriter of all communications received by the Trustee with respect to any
    Property requiring action by the Company (including, without limitation, any notice that the Sponsor intends to exercise its Extension
    Option);

   

  (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 tax returns relating to assets held in the Trust Account or in connection with the preparation
    or completion of the audit of the Company’s financial statements by the Company’s auditors;

   

  (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;

   

  

  
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  (i)               
    Commence liquidation of the Trust Account only after and promptly after (x) receipt of, and only in accordance with, the terms
    of a letter from the Company (“Termination Letter”) in a form substantially similar to that attached hereto
    as either Exhibit A or Exhibit B, as applicable, signed on behalf of the Company by its Chief Executive Officer,
    President, Chief Financial Officer, Chief Operating Officer, General Counsel or Chairman of the board of directors of the Company
    (the “Board”) or other authorized officer of the Company, and complete the liquidation of the Trust Account
    and distribute the Property in the Trust Account, including interest (less up to $100,000 of net interest that may be released
    (but solely in the case of a Termination Letter in the form of Exhibit B) to the Company to pay dissolution expenses and
    which interest shall be net of any taxes payable, it being understood that the Trustee has no obligation to monitor or question
    the Company’s position that an allocation has been made for taxes payable), only as directed in the Termination Letter and
    the other documents referred to therein, or (y) upon the date which is 18 months after the Closing of the Offering (or 21 months
    after the Closing of the Offering if the Sponsor shall have exercised its Extension Option and deposited funds in the Trust Account
    in accordance with the terms of the Charter (as defined below) and this Agreement), or such later date as may be approved by the
    Company’s stockholders in accordance with the Company’s amended and restated Certificate of Incorporation, as it may
    be amended from time to time (the "Charter"), 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 (less up to $100,000 of net interest
    that may be released to the Company to pay dissolution expenses and which interest shall be net of any taxes payable), shall be
    distributed to the Public Stockholders of record as of such date;

   

  (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; 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 per share initially deposited in
    the Trust Account plus, if applicable, the principal amount per share deposited in the Trust Account as provided in Section
      1(m) below; provided, further, however, that if the tax to be paid is a franchise tax, the written request
    by the Company to make such distribution shall be accompanied by a copy of the franchise tax bill for the Company (it being acknowledged
    and agreed that any such amount in excess of interest income earned on the Property shall not be payable from the Trust Account).
    The written request of the Company referenced above shall constitute presumptive evidence that the Company is entitled to said
    funds, and the Trustee shall have no responsibility to look beyond said request; provided, further, that in no event
    shall any such withdrawal result in the total amount of funds and other Property in the Trust Account (excluding any interest earned
    thereon) immediately after giving effect to such withdrawal being less than the product of the number of outstanding Public Shares
    multiplied by $10.15 per share (or $10.25 per share from and after any deposit of funds as provided in Section 1(m) below);

   

  (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 “Stockholder Redemption Withdrawal Instruction”), the Trustee shall distribute on behalf
    of the Company the amount requested by the Company to be used to redeem shares of Common Stock from Public Stockholders properly
    submitted in connection with a stockholder vote to approve an amendment to the Company’s amended and restated Certificate
    of Incorporation (A) to modify the substance or timing of the Company’s obligation to allow redemption of Public Shares
    in connection with the Company’s initial merger, capital stock exchange, asset acquisition, share purchase, reorganization
    or similar business combination involving the Company and one or more businesses (a “Business Combination”)
    or to redeem 100% of the Public Shares if the Company does not complete its initial Business Combination within 18 months from
    the Closing of the Offering (or 21 months from the Closing of the Offering if the Sponsor shall have exercised its Extension Option
    and deposited funds in the Trust Account in accordance with the terms of the Charter and this Agreement), or (B) with respect to
    any other provision relating to stockholders’ rights or pre-initial Business Combination activity. The written request of
    the Company referenced above shall constitute presumptive evidence that the Company is entitled to distribute said funds, and the
    Trustee shall have no responsibility to look beyond said request; and

   

  

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

   

  (m)              Upon
    receipt by the Company and the Trustee of an extension letter (“Extension Letter”) substantially in the form
    of Exhibit E hereto at least five days prior to the Applicable Deadline, signed on behalf of the Company by its Chief Executive
    Officer, President, Chief Financial Officer or the Chairman of its Board and on behalf of the Sponsor by a managing member, and
    receipt by the Trustee, from the Sponsor (or its designees or assignees), of immediately available funds in an amount equal to
    the product of the number of outstanding Public Shares multiplied by $0.10 per share on or prior to the Applicable Deadline, deposit
    such funds in the Trust Account and follow the instructions set forth in the Extension Letter. No such Extension Letter shall be
    valid if delivered prior to the later of (1) the date on which the Underwriter shall have purchased all of the Units available
    for purchase under its over-allotment option and (2) the date on which such over-allotment option shall have expired or been terminated
    in writing by the Underwriter. In the event that an Extension Letter shall have been delivered, the Trustee shall notify the Underwriter,
    not later than the business day immediately following the Applicable Deadline, if funds in the required amount have been deposited
    in the Trust Account or of any failure to deposit such funds.

   

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

   

  (a)              Give all instructions to the Trustee hereunder in writing, signed by the Company’s Chairman of the Board, President, Chief
    Executive Officer, Chief Financial Officer, Chief Operating Officer, General Counsel, Secretary or other authorized officer of
    the Company. In addition, except with respect to its duties under Sections 1(i), 1(j), 1(k) and 1(m)
    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 outside 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 or its representatives’ 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; provided, further, that the Company
    may conduct and manage the defense against any Indemnified Claim if the Trustee does not promptly take action to mount such a defense.
    The Company may participate in such action with its own counsel;

   

  

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

   

  (d)              In connection with any vote of the Company’s stockholders regarding a Business Combination or to approve an amendment to
    the Charter of the nature described in Section 1(k), provide to the Trustee an affidavit or certificate of the inspector
    of elections for the stockholder meeting verifying the vote of such stockholders regarding such Business Combination or such amendment,
    as the case may be;

   

  (e)              Provide the Underwriter with a copy of any (1) 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 and (2) any Extension Letter and
    any related correspondence sent to the Trustee with respect to the Extension Option promptly after the Company or the Sponsor issues
    the same;

   

  (f)               Expressly provide in any Instruction Letter (as defined in Exhibit A) delivered in connection with a Termination Letter
    in the Form of Exhibit A that the Deferred Discount be paid directly to the account or accounts directed by the Underwriter;
    and

   

  (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

   

  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 party except for liability arising out of the Trustee’s or its representatives’ gross negligence,
    fraud or willful misconduct;

   

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

   

  

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

   

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

   

  (f)               The
    other parties hereto or to anyone else for any action taken or omitted by it, or any action suffered by it to be taken or omitted,
    in good faith and in the Trustee’s best judgment, except for the Trustee’s or its representatives’ 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;  

   

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

   

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

   

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

   

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

   

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

   

  4.             Trust
      Account Waiver. The Trustee has no right of set-off or any right, title, interest or claim of any kind (“Claim”)
    to, or to any monies, securities or other property in, the Trust Account, and hereby irrevocably waives any Claim to, or to any
    monies, securities or other property 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, securities or other property in the Trust Account.

   

  

  
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  5.             Termination;
      Replacement of Trustee. This Agreement shall terminate as follows:

   

  (a)              
    If the Trustee gives written notice to the Company that it desires to resign under this Agreement, the Company shall use its reasonable
    efforts to locate a successor trustee, pending which the Trustee shall continue to act in accordance with this Agreement. At such
    time that the Company notifies the Trustee that a successor trustee has been appointed and has agreed to become subject to the
    terms of this Agreement (whether following the Trustee giving notice that it desires to resign under this Agreement or the Company
    otherwise electing to replace the Trustee under 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 and any other reasonable transfer requests the Company may make, 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;

   

  (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); or

   

  (c)              
    If the Offering is not consummated within ten (10) business days of the date of this Agreement, in which case any funds received
    by the Trustee from the Company or the Sponsor, as applicable, for purposes of funding the Trust Account shall be promptly returned
    to the Company or the Sponsor, as applicable.

   

  6.             Miscellaneous.

   

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

   

  

  
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  (c)              
    This Agreement contains the entire agreement and understanding of the parties hereto with respect to the subject matter hereof.
    This Agreement or any provision hereof may only be changed, amended or modified by a writing signed by each of the parties hereto;
    provided that any change, amendment or modification to Section 1(i), 1(j), 1(k) or 1(m) shall
    also require the Consent of the Stockholders. The term “Consent of the Stockholders” means receipt by the Trustee of
    a certificate from the inspector of elections of the applicable stockholder meeting certifying that the Company’s stockholders
    of record as of a record date established in accordance with Section 213(a) of the Delaware General Corporation Law, as amended
    (“DGCL”) (or any successor rule), who hold sixty-five percent (65%) or more of all then outstanding shares of
    the Common Stock and Class B common stock, par value $0.0001 per share, of the Company, voting together as a single class,
    have voted in favor of such change, amendment or modification. No such change, modification or amendment will affect any Public
    Stockholder that has otherwise properly indicated its election to redeem its Public Shares in connection with a stockholder vote
    sought to change, amend or modify this Agreement, including a corresponding change to the Certificate of Incorporation. Except
    for any liability arising out of the Trustee’s, or its representatives’, gross negligence, fraud or willful misconduct,
    the Trustee may rely conclusively on the certification from the inspector of elections referenced above and shall be relieved of
    all liability to any party for executing the 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, 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,
    by electronic mail or by facsimile transmission:  

   

  if to the Trustee, to:

   

  Continental Stock Transfer & Trust Company 

  1 State Street, 30 FL 

  New York, New York 10004 

  Attention: Francis Wolf and Celeste
    Gonzalez 

  Email: fwolf@continentalstock.com 

  Email: cgonzalez@continentalstock.com

   

  if to the Company, to:

   

  Jackson Acquisition Company 

  2655 Northwinds Parkway 

  Alpharetta, GA 30009 

  Attention: Richard L. Jackson

   

  in each case, with copies to:

   

  Wilmer Cutler Pickering Hale and Dorr LLP

    7 World Trade Center 

  250 Greenwich Street 

  New York, New York 10007

    Attn: Glenn R. Pollner; Stephanie L. Leopold

   

  

  
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  and

   

  BofA Securities, Inc. 

  One Bryant Park 

  New York, New York 10036 

  Attention: Syndicate Department 

  Email: dg.ecm_execution_services@bofa.com 

   

  With a copy to the attention of
    ECM Legal 

  Email: dg.ecm_legal@bofa.com

   

  and

   

  Sidley Austin LLP 

  787 Seventh Avenue 

  New York, New York 10019 

  Attn: Edward F. Petrosky

   

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

   

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

   

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

   

  (i)                
    This Agreement may be executed in any number of counterparts, and each of such counterparts shall for all purposes be deemed to
    be an original, and all such counterparts shall together constitute but one and the same instrument. The words “executed”,
    “execution,” “signed,” “signature,” and words of like import in this Agreement or in any certificate,
    agreement or document related to this Agreement shall include images of manually executed signatures transmitted by facsimile,
    email or other electronic format (including, without limitation, “pdf,” “tif” or “jpg”) but
    shall not include (nor shall this Agreement be executed by means of) electronic signatures (including, without limitation, DocuSign
    and AdobeSign). The use of signatures transmitted electronically and electronic records (including, without limitation, any contract
    or other record created, generated, sent, communicated, received, or stored by electronic means) shall be of the same legal effect,
    validity and enforceability as a manually executed signature or use of a paper-based record-keeping system to the fullest extent
    permitted by applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State
    Electronic Signatures and Records Act and any other applicable law, including, without limitation, any state law based on the Uniform
    Electronic Transactions Act or the Uniform Commercial Code.

   

  

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

   

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

   

  [Signature Page Follows]

   

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

   

  

  	 	JACKSON ACQUISITION COMPANY
	 	 	 
	 	By:	/s/ Richard L. Jackson
	 	 	Name: Richard L. Jackson
	 	 	Title:   President and Chief Executive
          Officer


  

   

  

  	 	CONTINENTAL
            STOCK TRANSFER & TRUST COMPANY, as Trustee
	 	 	 
	 	By:	/s/ Francis Wolf
	 	 	Name: Francis Wolf
	 	 	Title:   Vice President


   

  [Signature Page
      to Investment Management Trust Agreement] 

  

  
     

    
      

    

  

   

  SCHEDULE A

   

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


   

  
     

    
      

    

  

   

  EXHIBIT A

   

  [Letterhead of Company]

   

  [Insert date]

   

  Continental Stock Transfer & Trust Company 

  1 State Street, 30 FL 

  New York, New York 10004

    Attn: Francis Wolf and Celeste Gonzalez

   

  Re: Trust Account Termination Letter

   

  Dear Mr. Wolf and Ms. Gonzalez:

   

  Pursuant to Section
      1(i) of the Investment Management Trust Agreement between Jackson Acquisition Company (the “Company”) and
    Continental Stock Transfer & Trust Company (the “Trustee”), dated as of December 8, 2021 (the “Trust
      Agreement”), this is to advise you that the Company has entered into an agreement with [insert name] (the “Target
      Business”) to consummate a business combination with Target Business (the “Business Combination”)
    on or about [insert date]. The Company shall notify you at least seventy-two (72) hours in advance of the actual date of the consummation
    of the Business Combination (the “Consummation Date”). Capitalized terms used but not defined herein shall have
    the meanings set forth in the Trust Agreement. 

   

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

   

  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 Underwriter (with
    respect to the Deferred Discount) and the Company (the “Notification”) and (ii) the Company shall deliver to
    you (a) a certificate (the “Vote Verification Certificate”) of its Chief Executive Officer, which verifies either
    that (i) the Business Combination has been approved by a vote of the Company’s stockholders, if a vote is held, or (ii) no
    vote of the Company’s stockholders for the approval of the Business Combination is required by applicable law or stock exchange
    rules, and (b) joint written instruction signed by the Company and the Underwriter with respect to the transfer of the funds held
    in the Trust Account, including payment of the Deferred Discount (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, the
    Vote Verification Certificate 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 and the Underwriter in writing of the same and the Company shall provide you (with a copy to the Underwriter) with
    written instructions 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, which, solely in the case of funds distributed to the Company for its own
    account and not in the case of the Deferred Discount or monies to be distributed to Public Stockholders who have properly exercised
    their redemption rights with respect to their Public Shares, may be 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 and
    the Underwriter 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 the notice as soon thereafter as
    possible.

   

   

  	 	Very Truly Yours,
	 	 
	 	JACKSON ACQUISITION COMPANY
	 	 	 
	 	By:	 
	 	 	Name: Richard L. Jackson
	 	 	Title:   President and Chief Executive
          Officer


  

  

    

  	cc:	BofA Securities, Inc. as Underwriter


  
     

    
      

    

  

   

  EXHIBIT B

      

      [Letterhead of Company]

   

  [Insert date]

   

  Continental Stock Transfer & Trust Company 

  1 State Street, 30 FL 

  New York, New York 10004

    Attn: Francis Wolf and Celeste Gonzalez

   

  Re: Trust Account Termination Letter

   

  Dear Mr. Wolf and Ms. Gonzalez :

   

  Pursuant to Section
      1(i) of the Investment Management Trust Agreement between Jackson Acquisition Company (the “Company”) and
    Continental Stock Transfer & Trust Company (the “Trustee”), dated as of December 8, 2021 (the “Trust
      Agreement”), this is to advise you that the Company has been unable to effect a Business Combination with a Target Business
    within the time frame specified in the Company’s amended and restated Certificate of Incorporation, as described in the Company’s
    Prospectus relating to the Offering. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust
    Agreement.

   

  In accordance with
    the terms of the Trust Agreement, we hereby authorize you to liquidate all of the assets in the Trust Account and to transfer the
    total proceeds into the trust operating account at J.P. Morgan Chase Bank, N.A. to await distribution to the Public Stockholders.
    The Company has selected [date] as the effective date for the purpose of determining when the Public Stockholders will be entitled
    to receive their share of the liquidation proceeds. You agree to be the Paying Agent of record and, in your separate capacity as
    Paying Agent, agree to distribute said funds directly to the Company’s Public Stockholders in accordance with the terms of
    the Trust Agreement and the Company’s amended and restated Certificate of Incorporation, as it may be amended from time to
    time. Upon the distribution of all the funds, 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,
	 	 
	 	JACKSON ACQUISITION COMPANY
	 	 	 
	 	By:	 
	 	 	Name: Richard L. Jackson
	 	 	Title:   President and Chief Executive
          Officer


   

  cc: BofA Securities, Inc. as Underwriter 

  

  
     

    
      

    

  

   

  EXHIBIT C

   

  [Letterhead of Company]

   

  [Insert date]

   

  Continental Stock Transfer & Trust Company 

  1 State Street, 30 FL 

  New York, New York 10004

    Attn: Francis Wolf and Celeste Gonzalez

   

  Re: Trust Account Tax Payment Withdrawal Instruction

   

  Dear Mr. Wolf and Ms. Gonzalez:

   

  Pursuant to Section
      1(j) of the Investment Management Trust Agreement between Jackson Acquisition Company (the “Company”) and
    Continental Stock Transfer & Trust Company (the “Trustee”), dated as of December 8, 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,
	 	 
	 	JACKSON ACQUISITION COMPANY
	 	 	 
	 	By:	 
	 	 	Name: Richard L. Jackson
	 	 	Title:   President and Chief Executive
          Officer


   

   cc: BofA Securities, Inc. as Underwriter 

  

  
     

    
      

    

  

   

  EXHIBIT D

   

  [Letterhead of Company]

   

  [Insert date]

   

  Continental Stock Transfer & Trust Company 

  1 State Street, 30 FL 

  New York, New York 10004

    Attn: Francis Wolf and Celeste Gonzalez

   

  Dear Mr. Wolf and Ms. Gonzalez:

   

  Re: Trust Account Stockholder Redemption Withdrawal
      Instruction

   

  Pursuant to Section
      1(k) of the Investment Management Trust Agreement between Jackson Acquisition Company (the “Company”) and
    Continental Stock Transfer & Trust Company (the “Trustee”), dated as of December 8, 2021 (the “Trust
      Agreement”), the Company hereby requests that you deliver to the redeeming Public Stockholders of the Company $[●]
    of the principal and interest income earned on the Property as of the date hereof into a segregated account held by you in trust
    on behalf of the Beneficiaries for distribution to the Public Stockholders who have requested redemption of their shares of Common
    Stock. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.

   

  The Company needs such
    funds to pay its Public Stockholders who have properly elected to have their shares of Common Stock redeemed by the Company in
    connection with a stockholder vote to approve an amendment to the Company’s amended and restated Certificate of Incorporation
    (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s
    initial Business Combination or to redeem 100% of the Public Shares if it does not complete its initial Business Combination within
    such time as is described in the Company’s amended and restated Certificate of Incorporation or (B) with respect to any other
    provision relating to stockholders’ rights or pre-initial Business Combination activity. As such, you are hereby directed
    and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the redeeming Public Stockholders
    in accordance with your customary procedures.

   

  

  	 	Very Truly Yours,
	 	 
	 	JACKSON ACQUISITION COMPANY
	 	 	 
	 	By:	 
	 	 	Name: Richard L. Jackson
	 	 	Title:   President and Chief Executive
          Officer


   

  cc: BofA Securities, Inc. as Underwriter 

  

  
     

    
      

    

  

   

  EXHIBIT E

   

  [Letterhead of Company]

   

  [Insert date]

   

  Continental Stock Transfer & Trust Company 

  1 State Street, 30 FL 

  New York, New York 10004

    Attn: Francis Wolf and Celeste Gonzalez

   

  Dear Mr. Wolf and Ms. Gonzalez:

   

  Re: Trust Account - Extension Letter

   

  Pursuant to Section
      1(m) of the Investment Management Trust Agreement between Jackson Acquisition Company (the “Company”) and
    Continental Stock Transfer & Trust Company (the “Trustee”), dated as of December 8, 2021 (the “Trust
      Agreement”), this is to advise you that RJ Healthcare SPAC, LLC (the "Sponsor" ) is exercising its option
    to extend the time for the Company to consummate its initial Business Combination by an additional three months (for a total of
    21 months from the Closing of the Offering) (the “Extension”).

   

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

   

  In accordance with
    the terms of the Trust Agreement, the Company and the Sponsor hereby authorize you to deposit into the Trust Account, upon receipt,
    $[amount] (which amount is equal to the product of the number of outstanding Public Shares multiplied by $0.10 per share), which
    amount will be wired to you in immediately available funds.

   

  

  	 	Very Truly Yours,
	 	 
	 	JACKSON ACQUISITION COMPANY
	 	 	 
	 	By:	 
	 	 	Name: Richard L. Jackson
	 	 	Title:   President and Chief Executive
          Officer


   

  

  	 	RJ HEALTHCARE
            SPAC, LLC
	 	 	 
	 	By:	 
	 	 	Name: Richard L. Jackson
	 	 	Title: Managing Member


    

  cc: BofA Securities, Inc. as Underwriter