Exhibit
10.2


 


INVESTMENT
MANAGEMENT TRUST AGREEMENT


 


This
Agreement is made effective as of [   ], 2022 by and between Phoenix Acquisition Limited (the “Company”) and
Continental Stock Transfer& Trust Company, as trustee (“Trustee”).

 


WHEREAS,
the Company’s registration statement on Form S-1, No. 333-258795 (“Registration Statement”) for its initial public
offering of securities (“IPO”) has been declared effective as of the date hereof (“Effective Date”) by the Securities
and Exchange Commission (capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Registration
Statement); and


 


WHEREAS,
Ladenburg Thalmann & Co. Inc. (“Ladenburg”) is acting as the representative of the underwriters in the IPO; and


 


WHEREAS,
if a Business Combination is not consummated within the initial 12 month period following the closing of the IPO, the Company may, but
are not obligated to, if requested by its sponsor or its affiliates, extend the period of time to consummate a business combination up
to two times by an additional three months (each, an “Extension”) each time for a total of up to 18 months (each, an “Applicable
Deadline”) by depositing $600,000, or $690,000 each time if the underwriters’ over-allotment option is exercised in full
into our Trust Account (as defined below) (the “Paid Extension Period”). In addition, the Company will be entitled to an
automatic three-month extension to complete a business combination if it filed a preliminary proxy statement, registration statement
or similar filing for an initial business combination during the 12-month period or Paid Extension Period in exchange for which they
will receive promissory notes; and

 


WHEREAS,
as described in the Registration Statement, and in accordance with the Company’s Amended and Restated Memorandum and Articles of
Association, $61,200,000 of the gross proceeds of the IPO and the net proceeds of a private placement taking place simultaneously therewith
($70,380,000 if the over-allotment option is exercised in full), plus any amount eventually deposited on account of any Extensions, will
be delivered to the Trustee to be deposited and held in the Trust Account for the benefit of the Company and the holders of the Company’s
ordinary shares, par value $0.0001 per share, issued in the IPO as hereinafter provided (the proceeds to be delivered to the Trustee,
including the proceeds from any loans in connection with an Extension, if any, will be referred to herein as the “Property”;
the shareholders for whose benefit the Trustee shall hold the Property will be referred to as the “Public Shareholders,”
and the Public Shareholders and the Company will be referred to together as the “Beneficiaries”); and

 


WHEREAS,
the Company and the Trustee desire to enter into this Agreement to set forth the terms and conditions pursuant to which the Trustee shall
hold the Property.


 


IT
IS AGREED:


 


1. 
Agreements and Covenants of Trustee. The Trustee hereby agrees and covenants to:


 





(a) Hold
the Property in trust for the Beneficiaries in accordance with the terms of this Agreement in a segregated trust account (“Trust
Account”) established by the Trustee at JP Morgan Chase Bank, N.A. (or at another U.S. chartered commercial bank with consolidated
assets of $100 billion or more) in the United States, maintained by Trustee, and at a brokerage institution selected by the Trustee that
is reasonably satisfactory to the Company;

 


(b) Manage,
supervise and administer the Trust Account subject to the terms and conditions set forth herein;


 


(c) In
a timely manner, upon the instruction of the Company, invest and reinvest the Property (i) in United States government treasury bills,
notes or bonds having a maturity of 180 days or less and/or (ii) in money market funds meeting certain conditions under Rule 2a-7 promulgated
under the Investment Company Act of 1940, as amended, and that invest solely in U.S. treasuries, as determined by the Company; meeting
the conditions of paragraph (d) of Rule 2a-7 promulgated under the Investment Company Act, which invest only in direct U.S. government
treasury obligations or (ii) cause the brokerage institution referred to in 1(a) above to place the Property in a cash demand deposit
account; it being understood that unless the Company instructs the Trustee to do either of the foregoing, the Trust Account will earn
no interest while account funds are uninvested awaiting the Company’s instructions hereunder; while the funds are invested or uninvested,
and the Trustee may earn bank credits or other consideration.

 






     


     


    




 


(d) Collect
and receive, when due, all principal and income arising from the Property, which shall become part of the “Property,” as
such term is used herein;


 


(e) Notify
the Company and Ladenburg of all communications received by it with respect to any Property requiring action by the Company;


 


(f) 
Supply any necessary information or documents as may be requested by the Company in connection with the Company’s preparation of
its tax returns;


 


(g) Participate
in any plan or proceeding for protecting or enforcing any right or interest arising from the Property if, as and when instructed by the
Company to do so;


 


(h) Render
to the Company monthly written statements of the activities of and amounts in the Trust Account reflecting all receipts and disbursements
of the Trust Account; and


 


(i) Commence
liquidation of the Trust Account only after and promptly after receipt of, and only in accordance with, the terms of a letter (“Termination
Letter”), in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B, signed on behalf
of the Company by its President, Chief Executive Officer or Chairman of the Board and Secretary or Assistant Secretary and, in the case
of a Termination Letter in a form substantially similar to that attached hereto as Exhibit A, acknowledged and agreed to by Ladenburg,
and complete the liquidation of the Trust Account and distribute the Property in the Trust Account only as directed in the Termination
Letter and the other documents referred to therein; provided, however, that in the event that a Termination Letter has not been received
by the Trustee by the 12-month anniversary of the closing of the IPO (“Closing”) or, in the event that the Company extended
the time to complete the Business Combination for up to 18-months from the closing of the IPO but has not completed the Business Combination
within the applicable monthly anniversary of the Closing, (“Last Date”), the Trust Account shall be liquidated in accordance
with the procedures set forth in the Termination Letter attached as Exhibit B hereto and distributed to the Public Shareholders
as of the Last Date.


 


(j) Upon
receipt of an extension letter (“Extension Letter”) substantially similar to Exhibit D hereto at least five business
days prior to the Applicable Deadline, signed on behalf of the Company by an executive officer, and receipt of the dollar amount specified
in the Extension Letter on or prior to the Applicable Deadline, to follow the instructions set forth in the Extension Letter.


 


(k) Not
disburse any amounts from the Trust Account in connection with a Business Combination in the event that the amount per share to be received
by the redeeming Public Shareholders is less than $10.20 per share (plus the amount per share deposited in the Trust Account pursuant
to any Extension Letter).

  


(l) In
connection with a Business Combination, before making disbursements to the Depository Trust Company, the Company or any other person,
disburse the per share amount to redeeming Public Shareholders (other than shares tendered through the Depository Trust Company) that
have tendered their shares directly to the Trustee.


 


(m) Promptly
acknowledge and comply with any irrevocable instruction letter delivered in the form of Exhibit E delivered by the Company in
connection with the disbursement of funds to a Public Shareholder.


 


(n) Promptly
acknowledge, in writing to any redeeming Public Shareholder and the Company, any irrevocable instruction letter in the form of Exhibit
F delivered by such redeeming Public Shareholder after the announcement by the Company of a proposed Business Combination and promptly
comply with any irrevocable written instruction letter in the form of Exhibit F delivered by such Public Shareholder in connection
with the disbursement of funds to such Public Shareholder if the Company has not notified the Trustee in writing during the Objection
Period that such irrevocable written instruction letter is a Non-Compliant Instruction Letter (as defined below).


 






    2


     


    




 


2. 
Limited Distributions of Income from Trust Account.


 


(a)
Upon written request from the Company, which may be given from time to time in a form substantially similar to that attached hereto as
Exhibit C, the Trustee shall distribute to the Company the amount of interest income earned on the Trust Account requested by
the Company to cover any income or other tax obligation owed by the Company.


 


(b) The
limited distributions referred to in Section 2(a) above shall be made only from income collected on the Property. Except as provided
in Section 2(a), no other distributions from the Trust Account shall be permitted except in accordance with Section 1(i) hereof.


 


(c) The
Company shall provide Ladenburg with a copy of any Termination Letters and/or any other correspondence that it issues to the Trustee
with respect to any proposed withdrawal from the Trust Account promptly after such issuance.


 


3.
  Agreements and Covenants of the Company. The Company hereby agrees and covenants to:


 


(a) Give
all instructions to the Trustee hereunder in writing, signed by the Company’s Chairman of the Board, Chief Executive Officer, President
or Chief Financial Officer. In addition, except with respect to its duties under paragraphs 1(i), 2(a) and 2(b) above, the Trustee shall
be entitled to rely on, and shall be protected in relying on, any verbal or telephonic advice or instruction which it in good faith believes
to be given by any one of the persons authorized above to give written instructions, provided that the Company shall promptly confirm
such instructions in writing;


  





(b) Subject
to the provisions of Sections 5 and 7(g) of this Agreement, hold the Trustee harmless and indemnify the Trustee from and against, any
and all expenses, including reasonable counsel fees and disbursements, or loss suffered by the Trustee in connection with any claim,
potential claim, action, suit or other proceeding brought against the Trustee involving any claim, or in connection with any claim or
demand which in any way arises out of or relates to this Agreement, the services of the Trustee hereunder, or the Property or any income
earned from investment of the Property, except for expenses and losses resulting from the Trustee’s fraud, gross negligence or
willful misconduct. Promptly after the receipt by the Trustee of notice of demand or claim or the commencement of any action, suit or
proceeding, pursuant to which the Trustee intends to seek indemnification under this paragraph, it shall notify the Company in writing
of such claim (hereinafter referred to as the “Indemnified Claim”); provided, however, that the Trustee’s failure to
provide such notice shall not relieve the Company of its liability hereunder, except to the extent that it is materially prejudiced by
such failure. The Trustee shall have the right to conduct and manage the defense against such Indemnified Claim, provided, that the Trustee
shall obtain the consent of the Company with respect to the selection of counsel, which consent shall not be unreasonably withheld. The
Trustee may not agree to settle any Indemnified Claim without the prior written consent of the Company, which consent shall not be unreasonably
withheld or delayed. The Company may participate in such action with its own counsel;

 


(c)
Pay the Trustee an initial acceptance fee, an annual fee and a transaction processing fee for each disbursement made pursuant to Sections
2(a) and 2(b) as set forth on Schedule A hereto, which fees shall be subject to modification by the parties from time to time. It is
expressly understood that the Property shall not be used to pay such fees and further agreed that any fees owed to the Trustee shall
be deducted by the Trustee from the disbursements made to the Company pursuant to Sections 1(i) solely in connection with the consummation
of a Business Combination, or pursuant to Section 2(b). The Company shall pay the Trustee the initial acceptance fee and first year’s
fee at the consummation of the IPO and thereafter on the anniversary of the Effective Date;


 


(d)
In connection with any vote of the Company’s shareholders regarding a Business Combination, provide to the Trustee an affidavit
or certificate of a firm regularly engaged in the business of soliciting proxies and/or tabulating shareholder votes verifying the vote
of the Company’s shareholders regarding such Business Combination; and


 


(e)
In the event that the Company directs the Trustee to commence liquidation of the Trust Account pursuant to Section 1(i), the Company
agrees that it will not direct the Trustee to make any payments that are not specifically authorized by this Agreement.


 






    3


     


    




 


(f) 
Upon receiving the written request of a Public Shareholder to do so at any time after the date hereof, provide such Public Shareholder
with a copy of any instruction provided to the Trustee pursuant to Section 1(i) or Section 1(j) along with any Notification (as defined
in Exhibit A), Instruction Letter (as defined in Exhibit A), applicable flow of funds memorandum (or similar document),
or any other notice delivered to the Trustee by the Company regarding the disbursement of Property from the Trust Account resulting in
the Property left in the Trust Account being less than $61,200,000 (or $70,380,000 if the Underwriters’ over-allotment option is
exercised in full) plus any amount eventually deposited on account of any Extension, which, in each case, shall specify to whom the Property
shall be disbursed (such written notice, a “Disbursement Notice” and the date such Public Shareholder receives a Disbursement
Notice, a “Disbursement Notice Date”). Each Disbursement Notice shall be delivered to such Public Shareholder at least two
business days prior to the disbursement of any Property pursuant to Section 1(i) or Section 1(j) and no Property shall be disbursed from
the Trust Account prior to the date that is two business days from the applicable Disbursement Notice Date.

  


(g)
At the request of any Public Shareholder who has removed shares from street name and holds such shares either in certificated or book-entry
form and, except if such shares are held in book-entry form, delivered such certificated shares to the Trustee for purposes of redemption
in connection with a Business Combination, concurrently with the delivery of such shares, solely if such shares are certificated. to
the Trustee, send an irrevocable written instruction letter in the form of Exhibit E to the Trustee directing the Trustee to disburse
no less than $10.20 per share (plus the amount per share deposited in the Trust Account pursuant to any Extension Letter) to such Public
Shareholder.

 


(h)
Following receipt of a copy of an irrevocable written instruction letter in the form of Exhibit F delivered by a Public Shareholder
who has removed shares from street name and holds such shares either in certificated or book-entry form and, except if such shares are
held in book-entry form, delivered such certificated shares to the Trustee for purposes of redemption in connection with a Business Combination
to the Trustee, review such letter to confirm (i) such letter is in the form of Exhibit F, (ii) a Business Combination has been
announced on or prior to the date of such letter and (iii) the number of ordinary shares set forth on such letter to be redeemed is not
greater than the number of ordinary shares held by the applicable Public Shareholder. Solely if the Company cannot confirm the requirements
of clauses (i) through (iii) of this Section 3(h), but not for any other reason, then within two days of the Company’s receipt
of the applicable copy of the irrevocable written instruction letter in the form of Exhibit F (such time period, the “Objection
Period”), the Company will notify the applicable Public Shareholder and the Trustee in writing that such irrevocable written instruction
letter is a “Non-Compliant Instruction Letter” and that the Trustee shall not comply with such letter.


 


(i)
If applicable, the Company shall issue a press release at least three days prior to the Applicable Deadline announcing that, at least
five days prior to the Applicable Deadline, the Company received notice from the Company’s insiders that the insiders intend to
extend the Applicable Deadline;


 


(j)
Promptly following the Applicable Deadline, disclose whether or not the term the Company has to consummate a Business Combination has
been extended.


 


4.
  Limitations of Liability. The Trustee shall have no responsibility or liability to:


 





(a)
Take any action with respect to the Property, other than as directed in paragraphs 1 and 2 hereof and the Trustee shall have no liability
to any party except for liability arising out of its own fraud, gross negligence or willful misconduct;

 


(b)
Institute any proceeding for the collection of any principal and income arising from, or institute, appear in or defend any proceeding
of any kind with respect to, any of the Property unless and until it shall have received instructions from the Company given as provided
herein to do so and the Company shall have advanced or guaranteed to it funds sufficient to pay any expenses incident thereto;


 


(c)
Change the investment of any Property, other than in compliance with paragraph 1(c);


 


(d)
Refund any depreciation in principal of any Property;


 






    4


     


    

 


(e) Assume
that the authority of any person designated by the Company to give instructions hereunder shall not be continuing unless provided otherwise
in such designation, or unless the Company shall have delivered a written revocation of such authority to the Trustee;


 


(f) 
The other parties hereto or to anyone else for any action taken or omitted by it, or any action suffered by it to be taken or omitted,
in good faith and in the exercise of its own best judgment, except for its fraud, gross negligence or willful misconduct. The Trustee
may rely conclusively and shall be protected in acting upon any order, notice, demand, certificate, opinion or advice of counsel (including
counsel chosen by the Trustee), statement, instrument, report or other paper or document (not only as to its due execution and the validity
and effectiveness of its provisions, but also as to the truth and acceptability of any information therein contained) which is believed
by the Trustee, in good faith, to be genuine and to be signed or presented by the proper person or persons. The Trustee shall not be
bound by any notice or demand, or any waiver, modification, termination or rescission of this Agreement or any of the terms hereof, unless
evidenced by a written instrument delivered to the Trustee signed by the proper party or parties and, if the duties or rights of the
Trustee are affected, unless it shall give its prior written consent thereto;

 


(g)
Verify the accuracy of the information set forth in the Registration Statement or to confirm or assure that any acquisition made by the
Company or any other action taken by it is as contemplated by the Registration Statement;


 


(h)
File local, state and/or federal tax returns or information returns with any taxing authority on behalf of the Trust Account and payee
statements with the Company documenting the taxes, if any, payable by the Company or the Trust Account, relating to the income earned
on the Property;


 


(i)
Pay any taxes on behalf of the Trust Account (it being expressly understood that the Property shall not be used to pay any such taxes
and that such taxes, if any, shall be paid by the Company from funds not held in the Trust Account or released to it under Section 2(a)
hereof);


 


(j)
Imply obligations, perform duties, inquire or otherwise be subject to the provisions of any agreement or document other than this agreement
and that which is expressly set forth herein; and


 


(k) Verify
calculations, qualify or otherwise approve Company requests for distributions pursuant to Section 1(i), 2(a) or 2(b) above.





 


5. 
Trust Account Waiver. The Trustee has no right of set-off or any right, title, interest or claim of any kind (“Claim”)
to, or to any monies in, the Trust Account, and hereby irrevocably waives any Claim to, or to any monies in, the Trust Account that it
may have now or in the future. In the event the Trustee has any Claim against the Company under this Agreement, including, without limitation,
under Section 3(b) or Section 3(c) hereof, the Trustee shall pursue such Claim solely against the Company and its assets outside the
Trust Account and not against the Property or any monies in the Trust Account.


 


6. 
Termination. This Agreement shall terminate as follows:


 


(a)
If the Trustee gives written notice to the Company that it desires to resign under this Agreement, the Company shall use its reasonable
efforts to locate a successor trustee during which time the Trustee shall act in accordance with this Agreement. At such time that the
Company notifies the Trustee that a successor trustee has been appointed by the Company and has agreed to become subject to the terms
of this Agreement, the Trustee shall transfer the management of the Trust Account to the successor trustee, including but not limited
to the transfer of copies of the reports and statements relating to the Trust Account, whereupon this Agreement shall terminate; provided,
however, that, in the event that the Company does not locate a successor trustee within ninety days of receipt of the resignation notice
from the Trustee, the Trustee may submit an application to have the Property deposited with any court in the State of New York or with
the United States District Court for the Southern District of New York and upon such deposit, the Trustee shall be immune from any liability
whatsoever; or


 






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(b)
At such time that the Trustee has completed the liquidation of the Trust Account in accordance with the provisions of paragraph 1(i)
hereof and distributed the Property in accordance with the provisions of the Termination Letter, this Agreement shall terminate except
with respect to Paragraph 3(b).

 


7. 
Miscellaneous.


 


(a)
The Company and the Trustee each acknowledge that the Trustee will follow the security procedures set forth below with respect to funds
transferred from the Trust Account. The Company and the Trustee will each restrict access to confidential information relating to such
security procedures to authorized persons. Each party must notify the other party immediately if it has reason to believe unauthorized
persons may have obtained access to such information, or of any change in its authorized personnel. In executing funds transfers, the
Trustee will rely upon all information supplied to it by the Company, including account names, account numbers and all other identifying
information relating to a beneficiary, beneficiary’s bank or intermediary bank. The Trustee shall not be liable for any loss, liability
or expense resulting from any error in the information or transmission of the wire.


 


(b)
This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect
to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction. It may be executed
in several original or facsimile counterparts, each one of which shall constitute an original, and together shall constitute but one
instrument.


  


(c)
This Agreement contains the entire agreement and understanding of the parties hereto with respect to the subject matter hereof. Except
for Sections 1(i), 1(m), 1(n), 3(g), 3(h), 7(c) and 7(h) (which may only be amended with the approval of the holders of at least 50%
of the ordinary shares sold in the IPO, provided that all Public Shareholders must be given the right to receive a pro-rata portion of
the trust account (no less than $10.20 per share plus the amount per share deposited in the Trust Account pursuant to any Extension Letter)
in connection with any such amendment), this Agreement or any provision hereof may only be changed, amended or modified by a writing
signed by each of the parties hereto; provided, however, that no such change, amendment or modification may be made without the prior
written consent of Ladenburg. As to any claim, cross-claim or counterclaim in any way relating to this Agreement, each party waives the
right to trial by jury. The Trustee may require from Company counsel an opinion as to the propriety of any proposed amendment.

 


(d)
The parties hereto consent to the jurisdiction and venue of any state or federal court located in the City of New York, Borough of Manhattan,
for purposes of resolving any disputes hereunder.


 


(e)
Any notice, consent or request to be given in connection with any of the terms or provisions of this Agreement shall be in writing and
shall be sent by express mail or similar private courier service, by certified mail (return receipt requested), by hand delivery, by
electronic mail or by facsimile transmission:


 


if
to the Trustee, to:


 


Continental
Stock Transfer & Trust Company

1 State Street, 30th Floor

New York, NY 10004-1561

Attn: Francis Wolf and Celeste Gonzalez

Email: fwolf@continentalstock.com


Email:
cgonzalez@continentalstock.com


 


if
to the Company, to:


 


Phoenix
Acquisition Limited

Regus MBFC


Marina
Bay Financial Centre, Tower 35000


12
Marina Boulevard, Level 17


Singapore
018982


Attn:
Mr. Wayne Christopher Farmer, Chief Executive Officer


E-mail:
wayne@phoenix-acq.com


 






    6


     


    




 


in
either case with a copy (which copy shall not constitute notice) to:


 


Ladenburg
Thalmann & Co. Inc.

277 Park Avenue, 26th Floor

New York, NY 10172

Attn: Steve Kaplan

Facsimile: (212) 758-4939


  


and


 


Loeb
& Loeb LLP

2206-19 Jardine House


1
Connaught Place


Central


Hong
Kong SAR

Attn: Lawrence Venick, Esq.

E-mail: lvenick@loeb.com


 


and


 


Blank
Rome LLP

1271 Avenue of the Americas

New York, New York 10020

Attn: Brad L. Shiffman, Esq.

E-mail: bshiffman@BlankRome.com


 


(f) 
This Agreement may not be assigned by the Trustee without the prior consent of the Company.


 


(g) Each
of the Trustee and the Company hereby represents that it has the full right and power and has been duly authorized to enter into this
Agreement and to perform its respective obligations as contemplated hereunder.


 


(h) Each
of the Company and the Trustee hereby acknowledge that Ladenburg is a third-party beneficiary of this Agreement.

 


[signature
page follows]


 









    7


     


    

 


IN
WITNESS WHEREOF, the parties have duly executed this Investment Management Trust Agreement as of the date first written above.


 


	 	CONTINENTAL
    STOCK TRANSFER & TRUST COMPANY, as Trustee
	 	 	 
	 	By:	 
	 	 	Name:	Francis
    Wolf
	 	 	Title:	Vice
    President
	 	 	 
	 	PHOENIX
    ACQUISITION LIMITED
	 	 	 
	 	By:	 
	 	 	Name:	Wayne
    Christopher Farmer
	 	 	Title:	Chief
    Executive Officer


 






    8


     


    

 


SCHEDULE
A


 


	Fee Item	 	Time and method of payment	 	Amount	 
	Initial acceptance fee	 	Initial closing of IPO by wire transfer	 	$	3,500	 
	Trustee administration fee	 	Payable annually. First year payable at initial closing of Offering by wire transfer; thereafter on the anniversary of the effective date of the Offering by wire transfer or check	 	$	10,000	 
	Transaction processing fee for disbursements to Company under Section 2	 	Deduction by Trustee from accumulated income following disbursement made to Company under Section 2	 	$	250.00	 
	Paying Agent services as required pursuant to section 1(i)	 	Billed to Company upon delivery of service pursuant to section 1(i)	 	 	Prevailing
rates	 



 


 




    9


     


    

 


EXHIBIT
A


 


[Letterhead
of Company]


 


[Insert
date]


 


Continental
Stock Transfer & Trust Company


1
State Street, 30th Floor


New
York, NY 10004-1561


Attn:
Francis Wolf and Celeste Gonzalez


 


Re:
Trust Account - Termination Letter

 


Dear
Mr. Wolf and Ms. Gonzalez:

 


Pursuant
to paragraph 1(i) of the Investment Management Trust Agreement between Phoenix Acquisition Limited (“Company”) and Continental
Stock Transfer & Trust Company (“Trustee”), dated as of [   ], 2022 (“Trust Agreement”), this
is to advise you that the Company has entered into an agreement with [__________________] (“Target Business”) to consummate
a business combination with Target Business (“Business Combination”) on or about [insert date]. The Company shall
notify you at least 72 hours in advance of the actual date of the consummation of the Business Combination (“Consummation Date”).
Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Trust Agreement.

 


In
accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate the Trust Account investments and to transfer
the proceeds to the trust operating account at JPMorgan Chase Bank, N.A. to the effect that, on the Consummation Date, all of funds held
in the Trust Account will be immediately available for transfer to the account or accounts that the Company shall direct on the Consummation
Date. It is acknowledged and agreed that while the funds are on deposit in the trust account awaiting distribution, the Company will
not earn any interest or dividends.

 


On
the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated,
and (ii) the Company shall deliver to you an affidavit of the Chief Executive Officer, which verifies the vote of the Company’s
shareholders in connection with the Business Combination if a vote is held and (b) joint written instructions from the Company and Ladenburg
Thalmann & Co. Inc. with respect to the transfer of the funds held in the Trust Account, which must provide for the disbursement
of no less than $10.20 per share plus the amount per share deposited in the Trust Account per Extension Letter to redeeming Public Shareholders
(“Instruction Letter”). You are hereby directed and authorized to transfer the funds held in the Trust Account immediately
upon your receipt of the counsel’s letter and the Instruction Letter, in accordance with the terms of the Instruction Letter. In
the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify
the Company of the same and the Company shall direct you as to whether such funds should remain in the Trust Account and distributed
after the Consummation Date to the Company. Upon the distribution of all the funds in the Trust Account pursuant to the terms hereof,
the Trust Agreement shall be terminated.

 




    A-1


     


    

 


In
the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified
you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions
from the Company, the funds held in the Trust Account shall be reinvested as provided in the Trust Agreement on the business day immediately
following the Consummation Date as set forth in the notice.


 


	 	Very
    truly yours,
	 	 	 
	 	PHOENIX
    ACQUISITION LIMITED
	 	 	 
	 	By:	 
	 	Name:	Wayne
    Christopher Farmer
	 	Title:	Chief
    Executive Officer
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	Secretary/Assistant
    Secretary


 


	Acknowledged
    and Agreed:
	 
	Ladenburg
    Thalmann & Co. Inc.
	 
	By:	           	 
	Name: 	 
	Title:	 


 







    A-2


     


    

 


EXHIBIT
B


 


[Letterhead
of Company]


 


[Insert
date]


 


Continental
Stock Transfer & Trust Company


1
State Street, 30th Floor


New
York, NY 10004-1561


Attn:
Francis Wolf and Celeste Gonzalez


 


Re:
Trust Account - Termination Letter

 


Dear
Mr. Wolf and Ms. Gonzalez:

 


Pursuant
to paragraph 1(i) of the Investment Management Trust Agreement between Phoenix Acquisition Limited (“Company”) and Continental
Stock Transfer & Trust Company (“Trustee”), dated as of [   ], 2022 (“Trust Agreement”), this
is to advise you that the Company has been unable to effect a Business Combination with a Target Company within the time frame specified
in the Company’s Amended and Restated Memorandum and Articles of Association, as described in the Company’s prospectus relating
to its IPO. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Trust Agreement.

 





In
accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate all the Trust Account investments and to transfer
the total proceeds to the Trust Operating Account at JPMorgan Chase Bank, N.A. to await distribution to the Public Shareholders. The
Company has selected [____________, 20__] as the effective date for the purpose of determining when the Public Shareholders will be entitled
to receive their share of the liquidation proceeds. It is acknowledged that no interest will be earned by the Company on the liquidation
proceeds while on deposit in the Trust Checking Account. You agree to be the Paying Agent of record and in your separate capacity as
Paying Agent, to distribute said funds directly to the Public Shareholders in accordance with the terms of the Trust Agreement and the
Amended and Restated Memorandum and Articles of Association of the Company. Upon the distribution of all the funds in the Trust Account,
your obligations under the Trust Agreement shall be terminated.

 


	 	Very
    truly yours,
	 	 
	 	PHOENIX
    ACQUISITION LIMITED
	 	 	 
	 	By:	 
	 	Name:	Wayne
    Christopher Farmer
	 	Title:	Chief
    Executive Officer


 


	 	By:	 
	 	Name:	 
	 	Title:	Secretary/Assistant
    Secretary


 


	cc:	Ladenburg	Thalmann
    & Co. Inc.


 






    B-1


     


    

 


EXHIBIT
C


 


[Letterhead
of Company]


 


[Insert
date]





 


Continental
Stock Transfer & Trust Company


1
State Street, 30th Floor


New
York, NY 10004-1561


Attn:
Francis Wolf and Celeste Gonzalez


 


Re:
Trust Account - Tax Withdrawal Instruction Letter

 





Dear
Mr. Wolf and Ms. Gonzalez:

 


Pursuant
to paragraph 2(a) of the Investment Management Trust Agreement between Phoenix Acquisition Limited (“Company”) and Continental
Stock Transfer & Trust Company (“Trustee”), dated as of [    ], 2022 (“Trust Agreement”),
the Company hereby requests that you deliver to the Company [$_______] of the interest income earned on the Property as of the date hereof.
The Company needs such funds to pay for its tax obligations. In accordance with the terms of the Trust Agreement, you are hereby directed
and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s operating
account at:

 


[WIRE
INSTRUCTION INFORMATION]


 


	 	PHOENIX
    ACQUISITION LIMITED
	 	 
	 	By:	 
	 	Name:	Wayne
    Christopher Farmer
	 	Title:	Chief
    Executive Officer


 


	cc:	Ladenburg
    Thalmann & Co. Inc.


 




    C-1


     


    

 


EXHIBIT
D


 


[Letterhead
of Company]


 


[Insert
date]


 


 


Continental
Stock Transfer & Trust Company


1
State Street, 30th Floor


New
York, NY 10004-1561


Attn:
Francis Wolf and Celeste Gonzalez


 


Re:
Trust Account - Extension Letter


 


Dear
Mr. Wolf and Ms. Gonzalez:

 


Pursuant
to Section 1(l) of the Investment Management Trust Agreement between Phoenix Acquisition Limited (“Company”) and Continental
Stock Transfer& Trust Company, dated as of [   ], 2022 (“Trust Agreement”), this is to advise you that
the Company is extending the time available in order to consummate a Business Combination with the Target Businesses for an additional
three (3) months, from _______ to _________ (the “Extension”).

 


This
Extension Letter shall serve as the notice required with respect to Extension prior to the Applicable Deadline. Capitalized words used
herein and not otherwise defined shall have the meanings ascribed to them in the Trust Agreement.


 


In
accordance with the terms of the Trust Agreement, we hereby authorize you to deposit $600,000 (or $690,000 if the underwriters’
over-allotment option was exercised in full, or in any case, $0.10 per public share), which will be wired to you, into the Trust Account
investments upon receipt.

 


This
is the ____ of up to two Extension Letters.


 


	 	Very
    truly yours,
	 	 
	 	PHOENIX
    ACQUISITION LIMITED
	 	 
	 	By:	 
	 	Name:	Wayne
    Christopher Farmer
	 	Title:	Chief
    Executive Officer


 


	cc:	Ladenburg
    Thalmann & Co. Inc.


 






    D-1


     


    

 


EXHIBIT
E


 


[Letterhead
of Company]


 


[Insert
date]


 


 


Continental
Stock Transfer & Trust Company


1
State Street, 30th Floor


New
York, NY 10004-1561


Attn:
Francis Wolf and Celeste Gonzalez


 


Re: Trust Account - Irrevocable Instruction in Connection with Business Combination



 


Dear
Mr. Wolf and Ms. Gonzalez:

 


Pursuant
to paragraphs 1(m) and 3(g) of the Investment Management Trust Agreement between Phoenix Acquisition Limited (“Company”)
and Continental Stock Transfer & Trust Company (“Trustee”), dated as of [   ], 2022 (“Trust Agreement”),
this constitutes our irrevocable instruction to you to (i) in conjunction with the Business Combination (as defined in the Trust Agreement),
disburse a per share amount of $______, for a total disbursement of $__________________which is not less than $10.20 (plus the amount
per share deposited in the Trust Account pursuant to any Extension Letter) to ________________ (the “Shareholder”) for the
_____________________ ordinary shares of the Company delivered to you prior to or concurrently herewith for redemption in connection
with the Business Combination, and (ii) deliver to the Shareholder the amounts specified in clause (i) prior to delivering and amounts
to the Depository Trust Company, the Company, or any person from whom you have not received an irrevocable instruction substantially
similar to this one. The Shareholder wire instructions are attached. A share advice or DWAC instruction from our broker is also attached.

 


The
Company shall indemnify you and your officers, directors, principals, partners, agents and representatives, and hold each of them harmless
from and against any and all loss, liability, damage, claim or expense (including the reasonable fees and disbursements of its attorneys)
incurred by or asserted against you or any of them arising out of or in connection with the instructions set forth herein, the performance
of your duties hereunder and otherwise in respect hereof, including the costs and expenses of defending yourself or themselves against
any claim or liability hereunder, except that the Company shall not be liable hereunder as to matters in respect of which it is determined
that you have acted with fraud, gross negligence or willful misconduct. You shall have no liability to the Company in respect to any
action taken or any failure to act in respect of this if such action was taken or omitted to be taken in good faith, and you shall be
entitled to rely in this regard on the advice of counsel.

 


The
Board of Directors of the Company has approved the foregoing irrevocable instructions and does hereby extend the Company’s irrevocable
agreement to indemnify your firm for all loss, liability or expense in carrying out the authority and direction herein contained on the
terms herein set forth.


 





The
Shareholder is intended to be and is a third-party beneficiary of this letter and the irrevocable instructions set forth herein, and
no amendment or modification to the instructions set forth herein may be made without the prior written consent of the Shareholder.

 


By
signing below, the person executing this letter certifies that they are duly authorized to execute this letter on behalf of the Company
and to bind the Company to all of the terms and conditions contained herein.


 


[remainder
of page intentionally left blank]


 









    E-1


     


    

 


	 	Very
    truly yours,
	 	 
	 	PHOENIX
    ACQUISITION LIMITED
	 	 
	 	By:	 
	 	Name:	Wayne
    Christopher Farmer
	 	Title:	Chief
    Executive Officer


 


	Acknowledged
    and Agreed:	 
	 	 
	CONTINENTAL
    STOCK TRANSFER & TRUST COMPANY, as Trustee
	 	 
	 	 	 
	Name:	Francis
    Wolf	 
	Title:	Vice
    President	 


 


	Cc:	[SHAREHOLDER].


 


Attachments:

Shareholder Wire Instructions

Share advice or instruction


 






    E-2


     


    

 








EXHIBIT
F


 


[Letterhead
of Company]


 


[Insert
date]


 


Continental
Stock Transfer & Trust Company


1
State Street, 30th Floor


New
York, NY 10004-1561


Attn:
Francis Wolf and Celeste Gonzalez


 


 Re: Trust Account - Irrevocable Instruction in Connection with Business Combination



 


Dear Mr. Wolf
and Ms. Gonzalez:

 


Pursuant
to paragraphs 1(n) and 3(h) of the Investment Management Trust Agreement between Phoenix Acquisition Limited (“Company”)
and Continental Stock Transfer & Trust Company (“Trustee”), dated as of [   ], 2022 (“Trust Agreement”),
this constitutes our irrevocable instruction to you to (i) in conjunction with the Business Combination (as defined in the Trust Agreement),
disburse a per share amount of $______, for a total disbursement of $_________________which is not less than $10.20 (plus the amount
per share deposited in the Trust Account pursuant to any Extension Letter) per share to ________________ (the “Shareholder”)
for the _____________________ ordinary shares of the Company delivered to you prior to or concurrently herewith for redemption in connection
with the Business Combination, and (ii) deliver to the Shareholder the amounts specified in clause (i) prior to delivering and amounts
to the Depository Trust Company, the Company, or any person from whom you have not received an irrevocable instruction substantially
similar to this one. Our wire instructions are attached. We understand that a servicing fee of $250.00 will deducted from our payment.
A share advice or DWAC instruction from our broker is attached.

 


The
Company shall indemnify you and your officers, directors, principals, partners, agents and representatives, and hold each of them harmless
from and against any and all loss, liability, damage, claim or expense (including the reasonable fees and disbursements of its attorneys)
incurred by or asserted against you or any of them arising out of or in connection with the instructions set forth herein, the performance
of your duties hereunder and otherwise in respect hereof, including the costs and expenses of defending yourself or themselves against
any claim or liability hereunder, except that the Company shall not be liable hereunder as to matters in respect of which it is determined
that you have acted with fraud, gross negligence or in willful misconduct. You shall have no liability to the Company in respect to any
action taken or any failure to act in respect of this if such action was taken or omitted to be taken in good faith, and you shall be
entitled to rely in this regard on the advice of counsel.

 


The
Board of Directors of the Company does hereby extend the Company’s irrevocable agreement to indemnify your firm for all loss, liability
or expense in carrying out the authority and direction herein contained on the terms herein set forth.


 


No
amendment or modification to the instructions set forth herein may be made without the prior written consent of the Shareholder.


 


By
signing below, the person executing this letter certifies that they are duly authorized to execute this letter on behalf of the Shareholder
and to bind the Shareholder to all of the terms and conditions contained herein.


 


[remainder
of page intentionally left blank]


 




    F-1


     


    

 


	 	Very
    truly yours,
	 	 
	 	[SHAREHOLDER]
	 	 
	 	By:	                   
	 	Name:	 
	 	Title:	 


 


Acknowledged
and Agreed:



CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Trustee


 


	 	 
	Name:	Francis
    Wolf	 
	Title:	Vice
    President	 


 


	Cc:	Phoenix
    Acquisition Limited

    Regus MBFC

    Marina
    Bay Financial Centre, Tower 35000

    12 Marina
    Boulevard, Level 17

    Singapore
    018982

    Attn:
    Mr. Wayne Christopher Farmer, Chief Executive Officer



 


Attachments:

Shareholder Wire Instructions

Share advice or instruction


 


 


 


F-2