UNIT SUBSCRIPTION AGREEMENT
This UNIT SUBSCRIPTION AGREEMENT (this Agreement) is made as of the [__] day of [__], 2021, by and between Phoenix Biotech Acquisition Corp., a Delaware corporation (the Company), having its principal place of business at 2201 Broadway, Suite 705, Oakland, CA 94612, and Phoenix Biotech Sponsor, LLC, a Delaware limited liability company (Subscriber).
WHEREAS, the Company desires to sell on a private placement basis (the Offering) an aggregate of up to 891,500 units (Units) of the Company, each Unit comprised of one share of Class A common stock of the Company, par value $0.0001 per share (Common Stock), and one half of one warrant to purchase one share of Common Stock (Warrant), for an aggregate purchase price of up to $8,915,000, or $10.00 per Unit. The shares of Common Stock underlying the Warrants are hereinafter referred to as the Warrant Shares. The shares of Common Stock underlying the Units (excluding the Warrant Shares) are hereinafter referred to as the Placement Shares. The Warrants underlying the Units are hereinafter referred to as the Placement Warrants. The Units, Placement Shares, Placement Warrants and Warrant Shares, collectively, are hereinafter referred to as the Securities. Placement Warrants may be exercised only to the extent that, when aggregated with other Placement Warrants being exercised, the exercise is for a whole share or whole shares; no fractional shares shall be issuable. The exercise price for any Warrant Share shall be $11.50. Subject to the foregoing, the Placement Warrants are exercisable during the period commencing on the later of (i) twelve (12) months from the date of the completion of the Companys initial public offering of units (the IPO) and (ii) 30 days following the consummation of the Companys initial business combination (the Business Combination), as such term is defined in the registration statement filed in connection with the IPO, as amended at the time it becomes effective (the Registration Statement), and expiring on the fifth anniversary of the consummation of the Business Combination; and
WHEREAS, Subscriber wishes to purchase 663,263 Units (or up to 683,025 Units if the underwriters over-allotment option is exercised in full) from the Company and the Company wishes to accept such subscription from the Subscriber.
NOW, THEREFORE, in consideration of the premises and the mutual covenants hereinafter set forth and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Subscriber hereby agree as follows:
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Agreement to Subscribe
1.1 Purchase and Issuance of the Units. Upon the terms and subject to the conditions of this Agreement, the Subscriber hereby agrees to purchase from the Company, and the Company hereby agrees to sell to the Subscriber, on the Closing Date (as defined below), 663,263 Units for the purchase price of $6,632,630 (or up to 683,025 Units for a purchase price of up to $6,830,250, depending on the extent to which the underwriters over-allotment option is exercised) (the Purchase Price).
1.2 Delivery of the Purchase Price. Upon execution of this Agreement, the Company is bound to fulfill its obligations hereunder and the Subscriber hereby irrevocably commits to deliver either directly into a trust account (the Trust Account) held at JP Morgan Chase Bank, N.A. or any other financial institution chosen by the Company, with Continental Stock Transfer & Trust Company acting as trustee (Continental), or into an escrow account maintained by Ledgewood , PC (Ledgewood), counsel for the Company, the Purchase Price in immediately available funds by wire transfer or such other form of payment as shall be acceptable to the Trustee, in its sole and absolute discretion, one (1) business day prior to the Closing (as defined below).
1.3 Closing. The initial closing of the Offering (the Initial Closing), shall take place at the offices of Ledgewood simultaneously with, and is contingent upon, the closing of the IPO on or before December 31, 2021 (the Initial Closing Date). Any additional closing of the Offering (the Additional Closing and together with the Initial Closing, the Closing) shall take place at the offices of Ledgewood, simultaneously with each closing of the underwriters over-allotment option (the Over-allotment Closing Date and together with the Initial Closing Date, the Closing Date). On the Closing Date, if the Subscriber has delivered the Purchase Price to Ledgewood as described in Section 1.2 above, Ledgewood shall wire the purchase price to Continental for deposit in the Trust Account.
1.4 Termination. This Agreement and each of the obligations of the undersigned shall be null and void and without effect if the Closing does not occur prior to December 31, 2021.