PHOENIX BIOTECH ACQUISITION CORP.
CONTINENTAL STOCK TRANSFER & TRUST COMPANY
Dated October 5, 2021
THIS WARRANT AGREEMENT (this Agreement), dated as of October 5, 2021, is by and between Phoenix Biotech Acquisition Corp., a Delaware corporation (the Company), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (in such capacity, the Warrant Agent, also referred to herein as the Transfer Agent).
WHEREAS, on October 5, 2021, the Company entered into those certain Placement Unit Subscription Agreements with Phoenix Biotech Sponsor, LLC, a Delaware limited liability company (the Sponsor), Cantor Fitzgerald & Co., a New York general partnership (Cantor), and Cohen & Company Capital Markets (CCM) pursuant to which the Sponsor, Cantor, and CCM will purchase an aggregate of up to 845,000 units (or up to 891,500 units if the Over-allotment Option (as defined below) is exercised in full) for an aggregate purchase price of up to $8,450,000 (or up to $8,915,000 if the Over-allotment Option is exercised in full) (Placement Units), each unit consisting of one share of Common Stock (as defined below) and one-half of one redeemable warrant to purchase one share of Common Stock (the Placement Warrants) of the Company, and, in connection therewith, has determined to issue and deliver up to 422,500 Placement Warrants (or up to 445,750 Placement Warrants if the Over-allotment Option is exercised in full) bearing the legend set forth in Exhibit B hereto, to be sold simultaneously with the closing of the Offering (as defined below), included as part of the Placement Units. Each Placement Warrant entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment as described herein;
WHEREAS, in order to finance the Companys transaction costs in connection with an intended initial merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination, involving the Company and one or more businesses (a Business Combination), the Sponsor, members of the Companys management team or any of their respective affiliates or third parties may, but are not obligated to, loan the Company funds as the Company may require, of which up to $1,500,000 of such loans may be convertible into Units at a price of $10.00 per Unit, each Unit consisting of one share of Common Stock and one-half of one redeemable warrant to purchase one share of Common Stock (the Loan Warrants);
WHEREAS, the Company is engaged in an initial public offering (the Offering) of units of the Companys equity securities, each such unit comprised of one share of Common Stock and one-half of one Public Warrant (as defined below) (the Public Units, and together with the Placement Units, the Units) and, in connection therewith, has determined to issue and deliver up to 8,912,500 redeemable warrants (including up to 1,162,500 redeemable warrants subject to the Over-allotment Option (as defined below)) to public investors in the Offering as part of the Units (the Public Warrants and, together with the Placement Warrants and the Loan Warrants, the Warrants). Each whole Warrant entitles the holder thereof to purchase one share of Class A common stock of the Company, par value $0.0001 per share (the Common Stock), for $11.50 per share, subject to adjustment as described herein. Only whole Warrants are exercisable. A holder of the Public Warrants will not be able to exercise any fraction of a Warrant;
WHEREAS, the Company has filed with the Securities and Exchange Commission (the Commission) a registration statement on Form S-1, No. 333-259491 (the Registration Statement) and prospectus (the Prospectus), for the registration, under the Securities Act of 1933, as amended (the Securities Act), of the Public Units, the Public Warrants and the Common Stock included in the Units;
WHEREAS, the Company desires the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing to so act, in connection with the issuance, registration, transfer, exchange, redemption and exercise of the Warrants;