REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 27th, 2024 • Cero Therapeutics Holdings, Inc. • Biological products, (no disgnostic substances)
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February 14, 2024, is by and among CERo Therapeutics Holdings, Inc. (f/k/a Phoenix Biotech Acquisition Corp.), a Delaware corporation with offices located at 201 Haskins Way, Suite 230, South San Francisco, CA 94080 (the “Company”), and the undersigned buyers (each, a “Buyer,” and collectively, the “Buyers”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 27th, 2024 • Cero Therapeutics Holdings, Inc. • Biological products, (no disgnostic substances)
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February 14, 2024, is by and between Keystone Capital Partners, LLC, a Delaware limited liability company (the “Investor”), and Phoenix Biotech Acquisition Corp., a Delaware corporation (the “Company”).
COMMON STOCK PURCHASE AGREEMENT Dated as of February 14, 2024 by and among PHOENIX BIOTECH ACQUISITION CORP. and KEYSTONE CAPITAL PARTNERS, LLCCommon Stock Purchase Agreement • February 27th, 2024 • Cero Therapeutics Holdings, Inc. • Biological products, (no disgnostic substances) • New York
This COMMON STOCK PURCHASE AGREEMENT is made and entered into as of February 14, 2024 (this “Agreement”), by and among Keystone Capital Partners, LLC, a Delaware limited liability company (the “Investor”), and Phoenix Biotech Acquisition Corp., a Delaware corporation (the “Company”).
SHARE REALLOCATION AGREEMENTShare Reallocation Agreement • February 27th, 2024 • Cero Therapeutics Holdings, Inc. • Biological products, (no disgnostic substances) • Delaware
This SHARE REALLOCATION AGREEMENT (this “Agreement”), dated as of February 14, 2024, is made by and among Phoenix Biotech Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), Phoenix Biotech Acquisition Corp., a Delaware corporation (“SPAC”), and the undersigned investor (the “Investor”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Business Combination Agreement (as defined below).
Phoenix Biotech Acquisition Corp.Cero Therapeutics Holdings, Inc. • February 27th, 2024 • Biological products, (no disgnostic substances)
Reference is hereby made to that certain Securities Purchase Agreement (the “Purchase Agreement”), dated February 5, 2024, by and between the undersigned investor (the “Investor”), Phoenix Biotech Acquisition Corp., a Delaware corporation (the “Company”) and CERo Therapeutics, Inc. a Delaware corporation (the “Target”, and together with the Company, the “BC Parties”), pursuant to which the Investor agreed to purchase certain Preferred Shares and Warrants of the Company, upon the terms and subject to the conditions set forth therein. Capitalized terms not defined herein shall have the meaning as set forth in the Purchase Agreement.
INVESTOR RIGHTS AND LOCK-UP AGREEMENTRights and Lock-Up Agreement • February 27th, 2024 • Cero Therapeutics Holdings, Inc. • Biological products, (no disgnostic substances)
This INVESTOR RIGHTS AND LOCK-UP AGREEMENT (this “Agreement”) is entered into as of February 14, 2024, by and among Phoenix Biotech Acquisition Corp., a Delaware corporation, (the “Company”), and the parties listed as Investors on Schedule I hereto (each, including any person or entity who hereinafter becomes a party to this Agreement pursuant to Section 8.2, an “Investor,” and collectively, the “Investors”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Business Combination Agreement (as defined below).
LETTER AGREEMENTLetter Agreement • February 27th, 2024 • Cero Therapeutics Holdings, Inc. • Biological products, (no disgnostic substances)
This LETTER AGREEMENT (this “Letter Agreement”) is dated as of February 14, 2024, by and between Phoenix Biotech Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), and CERo Therapeutics Holdings, Inc. (f/k/a Phoenix Biotech Acquisition Corp.), a Delaware corporation (the “Company”). Capitalized terms used but not defined in this Letter Agreement shall have the respective meanings ascribed to such terms in the Business Combination Agreement (as such term is defined below), except as otherwise provided in this Letter Agreement.
AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 27th, 2024 • Cero Therapeutics Holdings, Inc. • Biological products, (no disgnostic substances) • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of February 14, 2024, is by and among Phoenix Biotech Acquisition Corp., a Delaware corporation with offices located at 2201 Broadway, Suite 705, Oakland, CA 94612 (the “Company”), CERo Therapeutics, Inc. a Delaware corporation with offices located at 201 Haskins Way, Suite 230, South San Francisco, CA 94080 (the “Target”, and together with the Company, the “BC Parties”), and each of the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).
