COMPANY STOCKHOLDER SUPPORT AGREEMENTCompany Stockholder Support Agreement • June 5th, 2023 • Phoenix Biotech Acquisition Corp. • Blank checks
This COMPANY STOCKHOLDER SUPPORT AGREEMENT (this “Agreement”), dated as of June 4, 2023, is made by and among Phoenix Biotech Acquisition Corp., a Delaware corporation (“Parent”), CERo Therapeutics, Inc., a Delaware corporation (the “Company”), and each of the undersigned holders (together with each such holder who executes a signature page to this Agreement after the date hereof, collectively, the “Holders”) of capital stock of the Company. Each of Parent, the Company and the Holders may hereinafter be referred to as a “Party” and collectively, as the “Parties.”
BUSINESS COMBINATION AGREEMENT AND PLAN OF REORGANIZATION BY AND AMONG PHOENIX BIOTECH ACQUISITION CORP., PBCE MERGER SUB, INC. AND CERO THERAPEUTICS, INC. DATED AS OF JUNE 4, 2023Business Combination Agreement • June 5th, 2023 • Phoenix Biotech Acquisition Corp. • Blank checks • Delaware
This BUSINESS COMBINATION AGREEMENT AND PLAN OF REORGANIZATION (this “Agreement”), dated as of June 4, 2023, is made by and among Phoenix Biotech Acquisition Corp., a Delaware corporation (“SPAC”), PBCE Merger Sub, Inc., a Delaware corporation (“Merger Sub”), and CERo Therapeutics, Inc., a Delaware corporation (the “Company”). SPAC, Merger Sub and the Company shall be referred to herein from time to time collectively as the “Parties” (and each a “Party”). Capitalized terms used herein have the meanings set forth in Section 1.1 and Section 1.2.
SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • June 5th, 2023 • Phoenix Biotech Acquisition Corp. • Blank checks
This SPONSOR SUPPORT AGREEMENT (this “Agreement”), dated as of June 4, 2023, is made by and among Phoenix Biotech Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), as a shareholder of Phoenix Biotech Acquisition Corp., a Delaware corporation (“SPAC”), solely for purposes of Section 6 of this Agreement, the other Persons party hereto as “Other SPAC Insiders” set forth on the signature pages hereto (the “Other SPAC Insiders,” and together with the Sponsor, collectively, the “SPAC Insiders”), SPAC, and CERo Therapeutics, Inc., a Delaware corporation (the “Company”). The Sponsor, SPAC and the Company shall be referred to herein from time to time collectively as the “Parties.” Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Business Combination Agreement (as defined below).
