0001213900-22-032437 Sample Contracts

WARRANT AGREEMENT
Warrant Agreement • June 13th, 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”).

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RIGHTS AGREEMENT
Rights Agreement • June 13th, 2022 • Phoenix Acquisition LTD • Blank checks • New York

This Rights Agreement (this “Agreement”) is made as of [ ], 2022 between Phoenix Acquisition Limited, a British Virgin Islands business company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as rights agent (the “Rights Agent”).

INVESTMENT MANAGEMENT TRUST AGREEMENT
Investment Management Trust Agreement • June 13th, 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.

STOCK ESCROW AGREEMENT
Stock Escrow Agreement • June 13th, 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”).

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