6,000,000 Units Phoenix Acquisition Limited UNDERWRITING AGREEMENTUnderwriting Agreement • October 6th, 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 • October 6th, 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 • October 6th, 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”).
RIGHTS AGREEMENTRights Agreement • October 6th, 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”).
Phoenix Acquisition Limited Regus MBFC Marina Bay Financial Centre, Tower 35000 Singapore 018982 Ladenburg Thalmann & Co. Inc.Underwriting Agreement • October 6th, 2022 • Phoenix Acquisition LTD • 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”), one redeemable warrant, each warrant entitling its holder to purchase one Ordinary Share at an exercise price of $11.50 per full share (the “Warrants”), and one right to receive one-tenth (1/10) of one Ordinary Share (“Rights”). Certain capitalized terms used herein are defined in paragraph 14 hereof.
STOCK ESCROW AGREEMENTStock Escrow Agreement • October 6th, 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”).
UNITS CONSISTING OF ONE ORDINARY SHARE AND ONE- THIRD OF ONE WARRANT AND ONE RIGHTUnit Certificate • October 6th, 2022 • Phoenix Acquisition LTD • Blank checks
Each Unit (“Unit”) consists of one ordinary share, par value $0.0001 per share, of Phoenix Acquisition Limited, a British Virgin Islands company (the “Company”), one redeemable warrant (“Warrant(s)”), and one right to receive one-tenth (1/10) of one ordinary share upon consummation of an initial business combination (“Right(s)”). Each redeemable Warrant entitles the holder thereof to purchase one ordinary share at a price of $11.50 per full share (subject to adjustment), upon the later to occur of (i) 30 days after the Company’s completion of a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (a “Business Combination”) or (ii) 12 months from the date that the registration statement is declared effective by the Securities and Exchange Commission (the “SEC”) (or up to 18 months from the date that the registration statement is declared effective by the SEC if the Compan
