UNDERWRITING AGREEMENT between PHOENIX BIOTECH ACQUISITION CORP. and CANTOR FITZGERALD & CO. Dated: October 5, 2021Underwriting Agreement • October 12th, 2021 • Phoenix Biotech Acquisition Corp. • Blank checks • New York
The undersigned, Phoenix Biotech Acquisition Corp., a Delaware corporation (the “Company”), hereby confirms its agreement with Cantor Fitzgerald & Co. (“Cantor Fitzgerald” or the “Representative”) and with the other underwriters named on Schedule A hereto (if any), for which the Representative is acting as representative (the Representative and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter,” provided that if only Cantor Fitzgerald is listed on such Schedule A any references to the Underwriters shall refer exclusively to Cantor Fitzgerald)) as follows:
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • October 12th, 2021 • Phoenix Biotech Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of October 5, 2021 by and between Phoenix Biotech Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 2nd, 2024 • Cero Therapeutics Holdings, Inc. • Biological products, (no disgnostic substances) • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of March 29, 2024, is by and among CERo Therapeutics Holdings, Inc. a Delaware corporation with offices located at 201 Haskins Way, Suite 230, South San Francisco, CA 94080 (the “Company”), and each of the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 2nd, 2024 • Cero Therapeutics Holdings, Inc. • Biological products, (no disgnostic substances)
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March 28, 2024, is by and among CERo Therapeutics Holdings, Inc., a Delaware corporation with offices located at 201 Haskins Way, Suite 230, South San Francisco, CA 94080 (the “Company”), and the undersigned buyers (each, a “Buyer,” and collectively, the “Buyers”).
INDEMNITY AGREEMENTIndemnity Agreement • December 18th, 2023 • Phoenix Biotech Acquisition Corp. • Biological products, (no disgnostic substances) • Delaware
This Indemnity Agreement (this “Agreement”) dated as of ___________ _____, 20__, is made by and between CERo Therapeutics Holdings, Inc., a Delaware corporation (the “Company”), and _________________ (“Indemnitee”).
INDEMNITY AGREEMENTIndemnity Agreement • September 13th, 2021 • Phoenix Biotech Acquisition Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of _____________, 2021, by and between PHOENIX BIOTECH ACQUISITION CORP., a Delaware corporation (the “Company”), and the person executing this Agreement identified on the signature page hereto (“Indemnitee”).
UNIT SUBSCRIPTION AGREEMENTUnit Subscription Agreement • October 12th, 2021 • Phoenix Biotech Acquisition Corp. • Blank checks • New York
This UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of the 5th day of October, 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”).
WARRANT AGREEMENT between PHOENIX BIOTECH ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated October 5, 2021Warrant Agreement • October 12th, 2021 • Phoenix Biotech Acquisition Corp. • Blank checks • New York
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”).
October 5, 2021Letter Agreement • October 12th, 2021 • Phoenix Biotech Acquisition Corp. • Blank checks • New York
This letter (“Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into, or proposed to be entered into, by and between Phoenix Biotech Acquisition Corp., a Delaware corporation (the “Company”), and Cantor Fitzgerald & Co., a New York general partnership (“Cantor”) as the representative of the underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Offering”), of up to 17,825,000 of the Company’s units (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one half of one warrant, each whole warrant exercisable for one share of Common Stock (each, a “Warrant”). The Units sold in the Offering will be registered under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to a registration statement on Form S-1 and prospectus (the “Prospectus”) filed by the Company with the Secur
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 15th, 2024 • Cero Therapeutics Holdings, Inc. • Biological products, (no disgnostic substances)
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 27th, 2024 • Cero Therapeutics Holdings, Inc. • Biological products, (no disgnostic substances)
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February 14, 2024, is by and between Keystone Capital Partners, LLC, a Delaware limited liability company (the “Investor”), and Phoenix Biotech Acquisition Corp., a Delaware corporation (the “Company”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 13th, 2021 • Phoenix Biotech Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [__], 2021, is made and entered into by and among each of Phoenix Biotech Acquisition Corp., a Delaware corporation (the “Company”), Phoenix Biotech Sponsor, LLC, a Delaware limited liability company (the “Sponsor”) Cantor Fitzgerald & Co. (“Cantor”), Cohen & Company Capital Markets (“CCM”) and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement (each, a “Holder” and collectively, the “Holders”).
UNIT SUBSCRIPTION AGREEMENTUnit Subscription Agreement • October 12th, 2021 • Phoenix Biotech Acquisition Corp. • Blank checks • New York
This UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of the 5th day of October, 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 Cantor Fitzgerald & Co., a New York general partnership (“Cantor” or “Subscriber”), having its principal place of business at 499 Park Avenue, New York, New York 10022.
PURCHASE AGREEMENTPurchase Agreement • February 28th, 2024 • Cero Therapeutics Holdings, Inc. • Biological products, (no disgnostic substances) • New York
THIS PURCHASE AGREEMENT (this “Agreement”), dated as of February 23, 2024, is made by and between ARENA BUSINESS SOLUTIONS GLOBAL SPC II, LTD on behalf of and for the account of SEGREGATED PORTFOLIO #13 – SPC #13 (the “Investor”), and CERO THERAPEUTICS HOLDINGS, INC., a Delaware corporation (the “Company”).
COMPANY STOCKHOLDER SUPPORT AGREEMENTCompany Stockholder Support Agreement • June 5th, 2023 • Phoenix Biotech Acquisition Corp. • Blank checks
This COMPANY STOCKHOLDER SUPPORT AGREEMENT (this “Agreement”), dated as of June 4, 2023, is made by and among Phoenix Biotech Acquisition Corp., a Delaware corporation (“Parent”), CERo Therapeutics, Inc., a Delaware corporation (the “Company”), and each of the undersigned holders (together with each such holder who executes a signature page to this Agreement after the date hereof, collectively, the “Holders”) of capital stock of the Company. Each of Parent, the Company and the Holders may hereinafter be referred to as a “Party” and collectively, as the “Parties.”
COMMON STOCK PURCHASE AGREEMENT Dated as of February 14, 2024 by and among PHOENIX BIOTECH ACQUISITION CORP. and KEYSTONE CAPITAL PARTNERS, LLCCommon Stock Purchase Agreement • February 27th, 2024 • Cero Therapeutics Holdings, Inc. • Biological products, (no disgnostic substances) • New York
This COMMON STOCK PURCHASE AGREEMENT is made and entered into as of February 14, 2024 (this “Agreement”), by and among Keystone Capital Partners, LLC, a Delaware limited liability company (the “Investor”), and Phoenix Biotech Acquisition Corp., a Delaware corporation (the “Company”).
AMENDMENT NO. 3 TO THE INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • January 5th, 2024 • Phoenix Biotech Acquisition Corp. • Biological products, (no disgnostic substances)
This Amendment No. 3 (this “Amendment”), dated as of January 3, 2024, to the Investment Management Trust Agreement (as defined below) is made by and between Phoenix Biotech Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company, as trustee (“Trustee”). All terms used but not defined herein shall have the meanings assigned to them in the Trust Agreement.
SHARE REALLOCATION AGREEMENTShare Reallocation Agreement • February 27th, 2024 • Cero Therapeutics Holdings, Inc. • Biological products, (no disgnostic substances) • Delaware
This SHARE REALLOCATION AGREEMENT (this “Agreement”), dated as of February 14, 2024, is made by and among Phoenix Biotech Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), Phoenix Biotech Acquisition Corp., a Delaware corporation (“SPAC”), and the undersigned investor (the “Investor”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Business Combination Agreement (as defined below).
INVESTOR RIGHTS AND LOCK-UP AGREEMENTAddendum Agreement • February 15th, 2024 • Cero Therapeutics Holdings, Inc. • Biological products, (no disgnostic substances)
This INVESTOR RIGHTS AND LOCK-UP AGREEMENT (this “Agreement”) is entered into as of [●], 2024, by and among Phoenix Biotech Acquisition Corp., a Delaware corporation, (the “Company”), and the parties listed as Investors on Schedule I hereto (each, including any person or entity who hereinafter becomes a party to this Agreement pursuant to Section 8.2, an “Investor,” and collectively, the “Investors”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Business Combination Agreement (as defined below).
CERO THERAPEUTIC HOLDINGS, INC. EXECUTIVE EMPLOYMENT AGREEMENT for EMPLOYEEExecutive Employment Agreement • April 2nd, 2024 • Cero Therapeutics Holdings, Inc. • Biological products, (no disgnostic substances) • California
This Executive Employment Agreement (the “Agreement”), made between CERO Therapeutic Holdings, Inc. (the “Company”) and Brian G. Atwood (the “Executive”) (collectively, the “Parties”), is effective as of March 28, 2024 (“Effective Date”).
BUSINESS COMBINATION AGREEMENT BY AND AMONG PHOENIX BIOTECH ACQUISITION CORP., OM MERGER SUB, INC. AND INTRINSIC MEDICINE, INC. DATED AS OF OCTOBER 30, 2022Business Combination Agreement • October 31st, 2022 • Phoenix Biotech Acquisition Corp. • Blank checks • New York
This BUSINESS COMBINATION AGREEMENT (this “Agreement”), dated as of October 30, 2022, is made by and among Phoenix Biotech Acquisition Corp., a Delaware corporation (“SPAC”), OM Merger Sub, Inc., a Delaware corporation (“Merger Sub”), and Intrinsic Medicine, Inc., a Delaware corporation (the “Company”). SPAC, Merger Sub and the Company shall be referred to herein from time to time collectively as the “Parties” (and each a “Party”). Capitalized terms used herein have the meanings set forth in Section 1.1 and Section 1.2.
CERo Therapeutics Holdings, Inc. March 28, 2024Cero Therapeutics Holdings, Inc. • April 2nd, 2024 • Biological products, (no disgnostic substances)
The Board of Directors (the “Board”) of CERo Therapeutics Holdings, Inc. (the “Company”) and its lead investors are excited about the prospect of your continued employment with a world-class team that we are building. This letter agreement (“Agreement”) sets forth the terms and conditions of your employment as of the closing of the Company’s business combination pursuant to that certain Business Combination Agreement, dated as of June 4, 2023, by and among the Company (then known as Phoenix Biotech Acquisition Corp.), CERo Therapeutics, Inc. (“CERo”), PBCE Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of the Company, pursuant to which CERo became a wholly-owned subsidiary of the Company and the Company was renamed CERo Therapeutics Holdings, Inc., as amended by Amendment No. 1 thereto, dated as of March 28, 2024 (the “Effective Date”).
CERO THERAPEUTIC HOLDINGS, INC. EXECUTIVE EMPLOYMENT AGREEMENT for EMPLOYEEExecutive Employment Agreement • April 2nd, 2024 • Cero Therapeutics Holdings, Inc. • Biological products, (no disgnostic substances) • California
This Executive Employment Agreement (the “Agreement”), made between CERO Therapeutic Holdings, Inc. (the “Company”) and Charles R. Carter (the “Executive”) (collectively, the “Parties”), is effective as of March 26, 2024 (“Effective Date”).
SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • June 5th, 2023 • Phoenix Biotech Acquisition Corp. • Blank checks
This SPONSOR SUPPORT AGREEMENT (this “Agreement”), dated as of June 4, 2023, is made by and among Phoenix Biotech Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), as a shareholder of Phoenix Biotech Acquisition Corp., a Delaware corporation (“SPAC”), solely for purposes of Section 6 of this Agreement, the other Persons party hereto as “Other SPAC Insiders” set forth on the signature pages hereto (the “Other SPAC Insiders,” and together with the Sponsor, collectively, the “SPAC Insiders”), SPAC, and CERo Therapeutics, Inc., a Delaware corporation (the “Company”). The Sponsor, SPAC and the Company shall be referred to herein from time to time collectively as the “Parties.” Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Business Combination Agreement (as defined below).
Phoenix Biotech Acquisition Corp.Cero Therapeutics Holdings, Inc. • February 27th, 2024 • Biological products, (no disgnostic substances)
Reference is hereby made to that certain Securities Purchase Agreement (the “Purchase Agreement”), dated February 5, 2024, by and between the undersigned investor (the “Investor”), Phoenix Biotech Acquisition Corp., a Delaware corporation (the “Company”) and CERo Therapeutics, Inc. a Delaware corporation (the “Target”, and together with the Company, the “BC Parties”), pursuant to which the Investor agreed to purchase certain Preferred Shares and Warrants of the Company, upon the terms and subject to the conditions set forth therein. Capitalized terms not defined herein shall have the meaning as set forth in the Purchase Agreement.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 12th, 2021 • Phoenix Biotech Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October 5, 2021, is made and entered into by and among each of Phoenix Biotech Acquisition Corp., a Delaware corporation (the “Company”), Phoenix Biotech Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), Cantor Fitzgerald & Co., a New York general partnership (“Cantor”), Cohen & Company Capital Markets, a division of J.V.B Financial Group, LLC (collectively “CCM”) and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement (each, a “Holder” and collectively, the “Holders”).
AMENDMENT NO. 1 TO THE INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • December 20th, 2022 • Phoenix Biotech Acquisition Corp. • Blank checks
This Amendment No. 1 (this “Amendment”), dated as of December 20, 2022, to the Investment Management Trust Agreement (as defined below) is made by and between Phoenix Biotech Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company, as trustee (“Trustee”). All terms used but not defined herein shall have the meanings assigned to them in the Trust Agreement.
FIRST AMENDMENT TO PROMISSORY NOTEPromissory Note • September 13th, 2021 • Phoenix Biotech Acquisition Corp. • Blank checks
THIS FIRST AMENDMENT TO PROMISSORY NOTE (the “Amendment”) is dated as of the 10th day of September, 2021 and is made by and between Phoenix Biotech Acquisition Corp. (the “Maker”) and Phoenix Biotech Sponsor, LLC (the “Payee”).
CERO THERAPEUTICS, INC. CONVERTIBLE NOTE PURCHASE AGREEMENTConvertible Note Purchase Agreement • June 7th, 2023 • Phoenix Biotech Acquisition Corp. • Blank checks • Delaware
This Convertible Note Purchase Agreement (this “Agreement”) is made as of May [_], 2023 by and among Cero Therapeutics, Inc., a Delaware corporation (the “Company”), and the Holders listed on Schedule A hereto, each of which is herein referred to as an “Holder.”
SECURITIES PURCHASE AGREEMENTCommon Stock Purchase Agreement • February 6th, 2024 • Phoenix Biotech Acquisition Corp. • Biological products, (no disgnostic substances) • New York
The Company shall use its best efforts to effect the registration of the Registrable Securities in accordance with the intended method of disposition thereof, and, pursuant thereto, the Company shall have the following obligations:
SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • October 31st, 2022 • Phoenix Biotech Acquisition Corp. • Blank checks
This SPONSOR SUPPORT AGREEMENT (this “Agreement”), dated as of October 30, 2022, is made by and among Phoenix Biotech Sponsor, LLC, a Delaware limited liability company (the “Sponsor”) as the sole holder of Class B common stock, par value $0.0001 per share (the “Class B Common Stock”), of Phoenix Biotech Acquisition Corp., a Delaware corporation (“SPAC”), solely for purposes of Section 5 of this Agreement, the other Persons party hereto as “Other SPAC Insiders” set forth on the signature pages hereto (the “Other SPAC Insiders,” and together with the Sponsor, collectively, the “SPAC Insiders”), SPAC, and Intrinsic Medicine, Inc., a Delaware corporation (the “Company”). The Sponsor, SPAC and the Company shall be referred to herein from time to time collectively as the “Parties.” Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Business Combination Agreement (as defined below).
INVESTOR RIGHTS AND LOCK-UP AGREEMENTRights and Lock-Up Agreement • February 27th, 2024 • Cero Therapeutics Holdings, Inc. • Biological products, (no disgnostic substances)
This INVESTOR RIGHTS AND LOCK-UP AGREEMENT (this “Agreement”) is entered into as of February 14, 2024, by and among Phoenix Biotech Acquisition Corp., a Delaware corporation, (the “Company”), and the parties listed as Investors on Schedule I hereto (each, including any person or entity who hereinafter becomes a party to this Agreement pursuant to Section 8.2, an “Investor,” and collectively, the “Investors”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Business Combination Agreement (as defined below).
FIRST AMENDMENT TO PROMISSORY NOTEPromissory Note • December 11th, 2023 • Phoenix Biotech Acquisition Corp. • Biological products, (no disgnostic substances)
THIS FIRST AMENDMENT TO PROMISSORY NOTE (this “Amendment”) is dated as of the 8th day of December, 2023 and is made by and between Phoenix Biotech Acquisition Corp. (the "Maker") and Phoenix Biotech Sponsor, LLC (the "Payee").
FIRST AMENDMENT TO BUSINESS COMBINATION AGREEMENT AND PLAN OF REORGANIZATIONBusiness Combination Agreement and Plan of Reorganization • February 6th, 2024 • Phoenix Biotech Acquisition Corp. • Biological products, (no disgnostic substances)
This FIRST AMENDMENT TO BUSINESS COMBINATION AGREEMENT AND PLAN OF REORGANIZATION (this “Amendment”) is made and entered into as of February [•], 2024 by and among Phoenix Biotech Acquisition Corp., a Delaware corporation (“SPAC”), PBCE Merger Sub, Inc., a Delaware corporation and wholly-owned direct subsidiary of SPAC (“Merger Sub”), and CERo Therapeutics, Inc., a Delaware corporation (the “Company”). Unless otherwise specifically defined herein, all capitalized terms used but not defined herein shall have the meanings ascribed to them in the Agreement (as defined below).
PHOENIX BIOTECH ACQUISITION CORP.Phoenix Biotech Acquisition Corp. • September 13th, 2021 • Blank checks • Pennsylvania
This letter agreement by and between Phoenix Biotech Acquisition Corp. (the “Company”) and Phoenix Biotech Sponsor, LLC (the “Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the Nasdaq Capital Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
