UNDERWRITING AGREEMENT between PHOENIX BIOTECH ACQUISITION CORP. and CANTOR FITZGERALD & CO. Dated: October 5, 2021Underwriting Agreement • October 12th, 2021 • Phoenix Biotech Acquisition Corp. • Blank checks • New York
The undersigned, Phoenix Biotech Acquisition Corp., a Delaware corporation (the “Company”), hereby confirms its agreement with Cantor Fitzgerald & Co. (“Cantor Fitzgerald” or the “Representative”) and with the other underwriters named on Schedule A hereto (if any), for which the Representative is acting as representative (the Representative and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter,” provided that if only Cantor Fitzgerald is listed on such Schedule A any references to the Underwriters shall refer exclusively to Cantor Fitzgerald)) as follows:
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • October 12th, 2021 • Phoenix Biotech Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of October 5, 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”).
UNIT SUBSCRIPTION AGREEMENTUnit Subscription Agreement • October 12th, 2021 • Phoenix Biotech Acquisition Corp. • Blank checks • New York
This UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of the 5th day of October, 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”).
WARRANT AGREEMENT between PHOENIX BIOTECH ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated October 5, 2021Warrant Agreement • October 12th, 2021 • Phoenix Biotech Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of October 5, 2021, is by and between Phoenix Biotech Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (in such capacity, the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
October 5, 2021Letter Agreement • October 12th, 2021 • Phoenix Biotech Acquisition Corp. • Blank checks • New York
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., a New York general partnership (“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 Secur
UNIT SUBSCRIPTION AGREEMENTUnit Subscription Agreement • October 12th, 2021 • Phoenix Biotech Acquisition Corp. • Blank checks • New York
This UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of the 5th day of October, 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 Cantor Fitzgerald & Co., a New York general partnership (“Cantor” or “Subscriber”), having its principal place of business at 499 Park Avenue, New York, New York 10022.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 12th, 2021 • Phoenix Biotech Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October 5, 2021, is made and entered into by and among each of Phoenix Biotech Acquisition Corp., a Delaware corporation (the “Company”), Phoenix Biotech Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), Cantor Fitzgerald & Co., a New York general partnership (“Cantor”), Cohen & Company Capital Markets, a division of J.V.B Financial Group, LLC (collectively “CCM”) and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement (each, a “Holder” and collectively, the “Holders”).
PHOENIX BIOTECH ACQUISITION CORP.Phoenix Biotech Acquisition Corp. • October 12th, 2021 • Blank checks • Pennsylvania
This letter agreement by and between Phoenix Biotech Acquisition Corp. (the “Company”) and Phoenix Biotech Sponsor, LLC (the “Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the Nasdaq Global Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
