0001193125-21-278331 Sample Contracts

INVESTMENT MANAGEMENT TRUST AGREEMENT
Investment Management Trust Agreement • September 21st, 2021 • Phoenix Biotech Acquisition Corp. • Blank checks • New York

This Investment Management Trust Agreement (this “Agreement”) is made effective as of [__], 2021 by and between Phoenix Biotech Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).

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UNIT SUBSCRIPTION AGREEMENT
Unit Subscription Agreement • September 21st, 2021 • Phoenix Biotech Acquisition Corp. • Blank checks • New York

This UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of the [__] day of [__], 2021, by and between Phoenix Biotech Acquisition Corp., a Delaware corporation (the “Company”), having its principal place of business at 2201 Broadway, Suite 705, Oakland, CA 94612, and Phoenix Biotech Sponsor, LLC, a Delaware limited liability company (“Subscriber”).

Phoenix Biotech Acquisition Corp. Oakland, CA 94612
Underwriting Agreement • September 21st, 2021 • Phoenix Biotech Acquisition Corp. • Blank checks

This letter (“Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into, or proposed to be entered into, by and between Phoenix Biotech Acquisition Corp., a Delaware corporation (the “Company”), and Cantor Fitzgerald & Co. (“Cantor”), as the representative of the underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Offering”), of up to 17,825,000 of the Company’s units (the “Units”), each comprised 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 warrant, each whole warrant exercisable for one share of Common Stock (each, a “Warrant”). The Units sold in the Offering will be registered under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to a registration statement on Form S-1 and prospectus (the “Prospectus”) filed by the Company with the Securities and Exchange Commission (

UNIT SUBSCRIPTION AGREEMENT
Unit Subscription Agreement • September 21st, 2021 • Phoenix Biotech Acquisition Corp. • Blank checks • New York

This UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of the [•] day of [•], 2021, by and between Phoenix Biotech Acquisition Corp., a Delaware corporation (the “Company”), having its principal place of business at 2201 Broadway, Suite 705, Oakland, CA 94612, and Cohen & Company Capital Markets (“Subscriber”).

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