FIRST AMENDMENT TO PROMISSORY NOTE

Exhibit 10.11

FIRST AMENDMENT TO PROMISSORY NOTE

THIS FIRST AMENDMENT TO PROMISSORY NOTE (the “Amendment”) is dated as of the 10th day of September, 2021 and is made by and between Phoenix Biotech Acquisition Corp. (the “Maker”) and Phoenix Biotech Sponsor, LLC (the “Payee”).

RECITALS

A. Maker executed that certain Promissory Note dated June 18, 2021 in the principal sum of up to Three Hundred Thousand dollars ($300,000) (the “Note”).

B. The Note was scheduled to mature on September 30, 2021.

C. Maker and Payee have agreed to make certain amendments to the Note.

D. Unless otherwise set forth herein, all other provisions of the Note shall remain in full force and effect.

E. All capitalized terms not defined in this Amendment will have the meanings given to them in the Note.

In consideration of these promises, the mutual covenants contained in this Amendment and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

1.    Section 1 of the Note is hereby amended and restated in its entirety to read as follows:

“Principal. The principal balance of this Note shall be repayable on the earlier of (the “Maturity Date”) (a) the date on which Maker consummates its initial public offering (“IPO”) and (b) December 31, 2021.”

[SIGNATURES APPEAR ON FOLLOWING PAGE]

IN WITNESS WHEREOF, the parties have caused this Amendment to be duly executed as of the date first above written.

MAKER:
PHOENIX BIOTECH ACQUISITION CORP.
By:		/s/ Xxxxx Xxxxxxx
Name:		Xxxxx Xxxxxxx
Title:		Chief Executive Officer
PAYEE:
PHOENIX BIOTECH SPONSOR, LLC
By:		/s/ Xxxxx Xxxxxxx
Name:		Xxxxx Xxxxxxx
Title:		Sole Member

Signature page to First Amendment to Promissory Note