PHOENIX BIOTECH ACQUISITION CORP. Contracts & Agreements

Common Stock Purchase Agreement, by and between CERo Therapeutics Holdings, Inc., and an institutional investor, dated as of November 8, 2024 (Filed With SEC on November 12, 2024)

Registration Rights Agreement, by and between CERo Therapeutics Holdings, Inc., and an institutional investor, dated as of November 8, 2024 (Filed With SEC on November 12, 2024)

Description of Securities (Filed With SEC on October 21, 2024)

Registration Rights Agreement, dated as of September 26, 2024, by and between CERo Therapeutics Holdings, Inc. and the investors party thereto (Filed With SEC on October 21, 2024)

Consent and Waiver Agreement, dated as of September 26, 2024, by and between CERo Therapeutics Holdings, Inc. and the investors party thereto (Filed With SEC on October 21, 2024)

Consulting Agreement, dated September 30, 2024, by and between the Company and Kristen Pierce (Filed With SEC on October 2, 2024)

Consulting Agreement, dated September 30, 2024, by and between the Company and Charles R. Carter (Filed With SEC on October 2, 2024)

Consulting Agreement, dated September 30, 2024, by and between the Company and Andrew Kucharchuk (Filed With SEC on October 2, 2024)

Consulting Agreement, dated September 30, 2024, by and between the Company and Brian G. Atwood (Filed With SEC on October 2, 2024)

Consulting Agreement, dated September 30, 2024, by and between the Company and Chris Ehrlich (Filed With SEC on October 2, 2024)

Form of Warrant (Filed With SEC on September 25, 2024)

Securities Purchase Agreement, dated as of September 25, 2024, by and between CERo Therapeutics Holdings, Inc. and the investors named therein (Filed With SEC on September 25, 2024)

Form of Registration Rights Agreement by and between CERo Therapeutics Holdings, Inc. and the investors named therein (Filed With SEC on September 25, 2024)

Form of Consent and Waiver Agreement (Filed With SEC on September 25, 2024)

Description of Securities (Filed With SEC on April 2, 2024)

Securities Purchase Agreement, dated as of March 29, 2024, by and between CERo Therapeutics Holdings, Inc. and the investors named therein (Filed With SEC on April 2, 2024)

Registration Rights Agreement, dated as of March 29, 2024, by and between CERo Therapeutics Holdings, Inc. and the investors party thereto (Filed With SEC on April 2, 2024)

Employment Agreement, dated as of March 26, 2024, by and between CERo Therapeutics Holdings, Inc. and Brian Atwood (Filed With SEC on April 2, 2024)

Employment Agreement, dated as of March 28, 2024, by and between CERo Therapeutics Holdings, Inc. and Charles Carter (Filed With SEC on April 2, 2024)

Offer Letter, dated as of March 28, 2024, by and between CERo Therapeutics Holdings, Inc. and Daniel Corey (Filed With SEC on April 2, 2024)

Purchase Agreement, dated as of February 23, 2024, by and between CERo Therapeutics Holdings, Inc. and Arena Business Solutions Global SPC II, Ltd on behalf of and for the account... (Filed With SEC on February 28, 2024)

Form of Common Warrant (Filed With SEC on February 27, 2024)

Form of Preferred Warrant (Filed With SEC on February 27, 2024)

Description of Securities (Filed With SEC on February 27, 2024)

CERo Therapeutics Holdings, Inc. 2024 Equity Incentive Plan (Filed With SEC on February 27, 2024)

CERo Therapeutics Holdings, Inc. 2024 Employee Stock Purchase Plan (Filed With SEC on February 27, 2024)

Investor Rights and Lock-Up Agreement, dated February 14, 2024, by and between Phoenix Biotech Acquisition Corp. and the parties named therein (Filed With SEC on February 27, 2024)

Amended and Restated Securities Purchase Agreement, dated as of February 14, 2024, by and between Phoenix Biotech Acquisition Corp., CERo Therapeutics, Inc. and the investors... (Filed With SEC on February 27, 2024)

Registration Rights Agreement, dated as of February 14, 2024, by and between Phoenix Biotech Acquisition Corp., CERo Therapeutics, Inc. and the investors named therein (Filed With SEC on February 27, 2024)

Common Stock Purchase Agreement, dated as of February 14, 2024, by and between CERo Therapeutics Holdings, Inc. and the Lead Investor (Filed With SEC on February 27, 2024)

Registration Rights Agreement, dated as of February 14, 2024, by and between CERo Therapeutics Holdings, Inc. and the Lead Investor (Filed With SEC on February 27, 2024)

Form of Share Reallocation Agreement, dated as of February 14, 2024, by and among Phoenix Biotech Acquisition Corp., Phoenix Biotech Sponsor, LLC and the parties named therein (Filed With SEC on February 27, 2024)

Letter Agreement, dated as of February 14, 2024, by and between Phoenix Biotech Sponsor, LLC and Cero Therapeutics Holdings, Inc (Filed With SEC on February 27, 2024)

Side Letter, dated as of February 14, 2024, by and between Phoenix Biotech Acquisition Corp. and the Lead Investor (Filed With SEC on February 27, 2024)

Investor Rights and Lock-Up Agreement, dated February 14, 2024, by and between Phoenix Biotech Acquisition Corp. and the parties named therein (Filed With SEC on February 15, 2024)

Registration Rights Agreement, dated as of February 14, 2024, by and between Phoenix Biotech Acquisition Corp., CERo Therapeutics, Inc. and the investors named therein (Filed With SEC on February 15, 2024)

Registration Rights Agreement, dated as of February 14, 2024, by and between CERo Therapeutics Holdings, Inc. and Keystone Capital Partners, LLC (Filed With SEC on February 15, 2024)

Form of Share Reallocation Agreement, dated as of February 14, 2024, by and among Phoenix Biotech Acquisition Corp., Phoenix Biotech Sponsor, LLC and the parties named therein (Filed With SEC on February 15, 2024)

Amendment No. 2 to the Business Combination Agreement, dated as of February 13, 2024, by and among Phoenix Biotech Acquisition Corp., PBCE Merger Sub, Inc. and CERo Therapeutics,... (Filed With SEC on February 14, 2024)

Amendment No. 1 to Business Combination Agreement, dated as of February 5, 2024, by and among Phoenix Biotech Acquisition Corp., PBCE Merger Sub, Inc. and CERo Therapeutics, Inc (Filed With SEC on February 6, 2024)

Amendment No. 3 to the Investment Management Trust Agreement, dated January 3, 2024, by and between the Company and Continental Stock Transfer & Trust Company, as trustee (Filed With SEC on January 5, 2024)

First Amendment to Promissory Note dated December 6, 2023 made by and between Phoenix Biotech Acquisition Corp. and Phoenix Biotech Sponsor, LLC (Filed With SEC on December 11, 2023)

Amendment No. 2 to the Investment Management Trust Agreement, dated July 7, 2023, by and between the Company and Continental Stock Transfer & Trust Company, as trustee (Filed With SEC on July 10, 2023)

CERo Therapeutics, Inc. 2016 Equity Incentive Plan, as amended (Filed With SEC on June 7, 2023)

Form of Convertible Note Purchase Agreement, by and among CERo Therapeutics, Inc. and the purchasers signatory thereto, dated June 6, 2023 (Filed With SEC on June 7, 2023)

Business Combination Agreement, dated as of June 4, 2023, by and among Phoenix Biotech Acquisition Corp., PBCE Merger Sub, Inc. and CERo Therapeutics, Inc (Filed With SEC on June 5, 2023)

Form of Sponsor Support Agreement (Filed With SEC on June 5, 2023)

Form of CERo Support Agreement (Filed With SEC on June 5, 2023)

Promissory Note, dated December 20, 2022, issued to Phoenix Biotech Sponsor, LLC (Filed With SEC on December 20, 2022)

Amendment No. 1 to the Investment Management Trust Agreement, dated December 20, 2022, by and between the Company and Continental Stock Transfer & Trust Company, as trustee (Filed With SEC on December 20, 2022)

Termination Agreement, dated December 6, 2022 (Filed With SEC on December 7, 2022)

Phoenix Biotech Acquisition Corp. Description of Securities (Filed With SEC on March 24, 2022)

Underwriting Agreement, dated October 5, 2021, between the Company and Cantor Fitzgerald & Co (Filed With SEC on October 12, 2021)

Warrant Agreement, dated October 5, 2021, between Continental Stock Transfer & Trust Company and the Company (Filed With SEC on October 12, 2021)

Letter Agreement, dated October 5, 2021, by and among the Company and certain security holders, officers and directors of the Company (Filed With SEC on October 12, 2021)

Investment Management Trust Agreement, dated October 5, 2021, between Continental Stock Transfer & Trust Company and the Company (Filed With SEC on October 12, 2021)

Registration Rights Agreement, dated October 5, 2021, between the Company and certain security holders of the Company (Filed With SEC on October 12, 2021)

Unit Subscription Agreement, dated October 5, 2021, between the Company and Phoenix Biotech Sponsor, LLC (Filed With SEC on October 12, 2021)

Unit Subscription Agreement, dated October 5, 2021, between the Company and Cantor Fitzgerald & Co (Filed With SEC on October 12, 2021)

Unit Subscription Agreement, dated October 5, 2021, between the Company and Cohen & Company Capital Markets, a division of J.V.B. Financial Group, LLC (Filed With SEC on October 12, 2021)

Administrative Services Agreement, dated October 5, 2021, between the Company and Phoenix Biotech Sponsor, LLC (Filed With SEC on October 12, 2021)

Form of Engagement Letter with Cohen & Company Capital Markets (Filed With SEC on September 28, 2021)

Form of Underwriting Agreement (Filed With SEC on September 21, 2021)

Specimen Unit Certificate (Filed With SEC on September 21, 2021)

Specimen Common Stock Certificate (Filed With SEC on September 21, 2021)

Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant (Filed With SEC on September 21, 2021)

Form of Placement Unit Subscription Agreement with Phoenix Biotech Sponsor, LLC (Filed With SEC on September 21, 2021)

Form of Letter Agreement by and between the Registrant, the Registrants security holders named therein, and the officers and directors of the Registrant (Filed With SEC on September 21, 2021)

Form of Placement Unit Subscription Agreement between the Registrant and Cantor Fitzgerald & Co (Filed With SEC on September 21, 2021)

Form of Placement Unit Subscription Agreement between the Registrant and Cohen & Company Capital Markets (Filed With SEC on September 21, 2021)

Form of Underwriting Agreement (Filed With SEC on September 13, 2021)

Specimen Unit Certificate (Filed With SEC on September 13, 2021)

Specimen Common Stock Certificate (Filed With SEC on September 13, 2021)

Specimen Warrant Certificate (included in Exhibit 4.4) (Filed With SEC on September 13, 2021)

Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant (Filed With SEC on September 13, 2021)

Form of Registration Rights Agreement among the Registrant and security holders (Filed With SEC on September 13, 2021)

Form of Placement Unit Subscription Agreement with Phoenix Biotech Sponsor, LLC (Filed With SEC on September 13, 2021)

Form of Letter Agreement by and between the Registrant, the Registrants security holders named therein, and the officers and directors of the Registrant (Filed With SEC on September 13, 2021)

Form of Indemnity Agreement (Filed With SEC on September 13, 2021)

Promissory Note for expenses prior to initial public offering from Phoenix Biotech Sponsor, LLC to Registrant (Filed With SEC on September 13, 2021)

Form of Administrative Services Agreement (Filed With SEC on September 13, 2021)

Form of Placement Unit Subscription Agreement between the Registrant and Cantor Fitzgerald & Co (Filed With SEC on September 13, 2021)

Form of Placement Unit Subscription Agreement between the Registrant and Cohen & Company Capital Markets (Filed With SEC on September 13, 2021)

First Amendment to Promissory Note (Filed With SEC on September 13, 2021)

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PHOENIX BIOTECH ACQUISITION CORP. Contracts & Agreements