0001654954-23-008438 Sample Contracts

PHOENIX CAPITAL GROUP HOLDINGS , LLC SUBSCRIPTION AGREEMENT INSTRUCTION PAGE
Subscription Agreement • June 27th, 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 • June 27th, 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”).

AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • June 27th, 2023 • Phoenix Capital Group Holdings, LLC • Metal mining • Ontario

NOW THEREFORE in consideration of the covenants and agreements contained in this Agreement and other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged by each of the parties), the parties covenant and agree as follows:

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