4,000,000 Units Phoenix Acquisition Limited UNDERWRITING AGREEMENTUnderwriting Agreement • January 21st, 2022 • Phoenix Acquisition LTD • Blank checks • New York
Ladenburg Thalmann & Co. Inc. 640 Fifth Avenue, 4th floor New York, New York 10019 As Representative of the Underwriters named on Schedule A hereto
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 21st, 2022 • Phoenix Acquisition LTD • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the [ ], 2022, by and among Phoenix Acquisition Limited, a British Virgin Islands company (the “Company”) and the undersigned parties listed under Investor on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
WARRANT AGREEMENTWarrant Agreement • January 21st, 2022 • Phoenix Acquisition LTD • Blank checks • New York
This WARRANT AGREEMENT (this “Agreement”) is made as of [_____], 2022 between Phoenix Acquisition Limited, a British Virgin Islands company with limited liability, with its principal executive office at Regus MBFC, Marina Bay Financial Centre, Tower 35000, 12 Marina Boulevard, Level 17, Singapore 018982 (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, with offices at 1 State Street, 30th Floor, New York, NY 10004-1561, as warrant agent (the “Warrant Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • January 21st, 2022 • Phoenix Acquisition LTD • Blank checks • New York
This Extension Letter shall serve as the notice required with respect to 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.
Phoenix Acquisition Limited Regus MBFC Marina Bay Financial Centre, Tower 35000 Singapore 018982 Ladenburg Thalmann & Co. Inc.Phoenix Acquisition LTD • January 21st, 2022 • Blank checks • New York
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Phoenix Acquisition Limited, a British Virgin Islands company (the “Company”), and Ladenburg Thalmann & Co. Inc., as Representative (the “Representative”) of the several underwriters named on Schedule A thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each comprised of one ordinary share of the Company, par value $0.0001 per share (the “Ordinary Shares”) and three-quarters of one redeemable warrant, each whole warrant entitling its holder to purchase one Ordinary Share at an exercise price of $11.50 per full share (the “Warrants”). Certain capitalized terms used herein are defined in paragraph 14 hereof.
STOCK ESCROW AGREEMENTStock Escrow Agreement • January 21st, 2022 • Phoenix Acquisition LTD • Blank checks • New York
STOCK ESCROW AGREEMENT, dated as of [ ], 2022 (“Agreement”), by and among PHOENIX ACQUISITION LIMITED, a British Virgin Islands Company (the “Company”), the initial shareholders listed on Exhibit A attached hereto (each, an “Initial Shareholder” and collectively the “Initial Shareholders”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York limited liability trust company (the “Escrow Agent”).
Administrative Support AgreementAdministrative Support Agreement • January 21st, 2022 • Phoenix Acquisition LTD • Blank checks
This Administrative Support Agreement (the “Agreement”) dated this [ ] day of [ ], 2022 is between Phoenix Sponsor Limited, herein referred to as “Service Provider” and Phoenix Acquisition Limited, herein referred to as “Customer”.
