0001654954-23-007254 Sample Contracts

PHOENIX CAPITAL GROUP HOLDINGS , LLC SUBSCRIPTION AGREEMENT INSTRUCTION PAGE
Subscription Agreement Instruction Page • May 26th, 2023 • Phoenix Capital Group Holdings, LLC • Metal mining

We, Phoenix Capital Group Holdings , LLC (“we,” “our,” “us,” or the “Company”), are offering an initial maximum of $75,000,000, as may be increased at the discretion of the Company subject to the requirements of Regulation A, of our 9.0% unsecured bonds (the “Bonds”) pursuant to the offering circular (the “Offering Circular”) dated _______________ (the “Offering”). Each Bond will be sold at a public offering price of $1,000 per Bond, as may be supplemented, with a minimum purchase amount of one Bond ($1,000). The Bonds will be offered in multiple series.

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THIRD SUPPLEMENTAL INDENTURE
Third Supplemental Indenture • May 26th, 2023 • Phoenix Capital Group Holdings, LLC • Metal mining • Delaware

THIS THIRD SUPPLEMENTAL INDENTURE (this “Third Supplement”) is effective as of the 25th day of May, 2023, by and between Phoenix Capital Group Holdings, LLC, a Delaware limited liability company (the “Issuer”), and UMB Bank, N.A., a national banking association (the “Trustee”).

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