Exhibit 4.4


 


WARRANT AGREEMENT


 


This
WARRANT AGREEMENT (this “Agreement”) is made as of [_____], 2022 between Phoenix Acquisition Limited, a British Virgin
Islands company with limited liability, with its principal executive office at Regus MBFC, Marina Bay Financial Centre, Tower
35000, 12 Marina Boulevard, Level 17, Singapore 018982 (the “Company”), and Continental Stock Transfer & Trust
Company, a New York limited purpose trust company, with offices at 1 State Street, 30th Floor, New York, NY 10004-1561, as warrant agent
(the “Warrant Agent”).

 


WHEREAS, the Company is engaged in a public offering (the “Public
Offering”) of up to 6,900,000 units (including 900,000 units which may be issued pursuant to an over-allotment option granted
to the underwriters of the Public Offering), each unit (the “Public Units”) comprised of one ordinary share of the
Company, par value $0.0001 each (“Ordinary Share”) and one-third (1/3) of one redeemable warrant, where each whole
redeemable warrant entitles the holder to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment as described
herein, and one right to receive one-tenth (1/10) of one Ordinary Share, and in connection therewith, will issue and deliver up to 2,300,000
warrants (the “Public Warrants”) to the public investors in connection with the Public Offering; and


 


WHEREAS,
the Company has filed with the Securities and Exchange Commission (the “SEC”) a Registration Statement on Form S-1,
No. 333-258795 (as amended, the “Registration Statement”) and prospectus (the “Prospectus”), for
the registration, under the Securities Act of 1933, as amended (the “Act”) of, among other securities, the Public Warrants;
and

 


WHEREAS, the Company has received binding commitments (the “Subscription
Agreements”) from the Company’s sponsor, Phoenix Sponsor Limited (the “Sponsor”), to purchase, simultaneously
with the closing of the Public Offering, an aggregate of 380,000 units (or up to 416,000 units if the underwriters’ over-allotment
option is exercised in full) at $10.00 per unit (the “Private Units”), each containing one Ordinary Share, one-third
(1/3) of one redeemable warrant (the “Private Warrants”, including the warrants underlying the units that may be issued
upon conversion of working capital loans and together with the Public Warrants, the “Warrants”), each whole redeemable
warrant is exercisable to purchase one Ordinary Share at a price of $11.50 per full share, bearing the legend set forth in Exhibit
B hereto and one right to receive one-tenth (1/10) of one Ordinary Share; and


 


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; and


 


WHEREAS,
the Company desires to provide for the form and provisions of the Warrants, the terms upon which they shall be issued and exercised, and
the respective rights, limitation of rights, and immunities of the Company, the Warrant Agent, and the holders of the Warrants; and


 


WHEREAS,
all acts and things have been done and performed which are necessary to make the Warrants, when executed on behalf of the Company and
countersigned by or on behalf of the Warrant Agent, as provided herein, the valid, binding, and legal obligations of the Company, and
to authorize the execution and delivery of this Agreement.


 


NOW,
THEREFORE, in consideration of the mutual agreements herein contained, the parties hereto agree as follows:


 


1. Appointment of
Warrant Agent. The Company hereby appoints the Warrant Agent to act as agent for the Company for the Warrants, and the Warrant Agent
hereby accepts such appointment and agrees to perform the same in accordance with the terms and conditions set forth in this Agreement.


 


2. Warrants.


 


2.1.
Form of Warrant. Each Warrant shall be issued in registered form only, shall be in substantially the form of Exhibit A hereto,
the provisions of which are incorporated herein and shall be signed by, or bear the facsimile signature of, the Chairman of the Board
of Directors or Chief Executive Officer or Chief Financial Officer and Treasurer, Secretary or Assistant Secretary of the Company and
shall bear a facsimile of the Company’s seal. In the event the person whose facsimile signature has been placed upon any Warrant
shall have ceased to serve in the capacity in which such person signed the Warrant before such Warrant is issued, it may be issued with
the same effect as if he or she had not ceased to be such at the date of issuance.


 




     


     


    

 


2.2.
Uncertificated Warrants. Notwithstanding anything herein to the contrary, any Warrant, or portion thereof, may be issued as part
of, and be represented by, a Unit, and any Warrant may be issued in uncertificated or book-entry form through the Warrant Agent and/or
the facilities of The Depository Trust Company (the “Depositary”) or other book-entry depositary system, in each case
as determined by the Board of Directors of the Company or by an authorized committee thereof. Any Warrant so issued shall have the same
terms, force and effect as a certificated Warrant that has been duly countersigned by the Warrant Agent in accordance with the terms of
this Agreement.


 


2.3.
Effect of Countersignature. Except with respect to uncertificated Warrants as described above, unless and until countersigned by
the Warrant Agent pursuant to this Agreement, a Warrant shall be invalid and of no effect and may not be exercised by the holder thereof.


 


2.4.
Registration.


 


2.4.1.
Warrant Register. The Warrant Agent shall maintain books (“Warrant Register”) for the registration of original
issuance and the registration of transfer of the Warrants. Upon the initial issuance of the Warrants, the Warrant Agent shall issue and
register the Warrants in the names of the respective holders thereof in such denominations and otherwise in accordance with instructions
delivered to the Warrant Agent by the Company.


 


2.4.2.
Registered Holder. Prior to due presentment for registration of transfer of any Warrant, the Company and the Warrant Agent may
deem and treat the person in whose name such Warrant is then registered in the Warrant Register (“registered holder”)
as the absolute owner of such Warrant and of each Warrant represented thereby (notwithstanding any notation of ownership or other writing
on the Warrant certificate made by anyone other than the Company or the Warrant Agent), for the purpose of any exercise thereof, and for
all other purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary.


 


2.5.
Detachability of Warrants. The securities comprising the Units will not be separately transferable until the 52nd Business Day
(as defined below) or earlier with the consent of Ladenburg Thalmann & Co. Inc. (the “Representative”), but in
no event will the Representative allow separate trading of the securities comprising the Units until (i) the Company has filed a Current
Report on Form 8-K which includes an audited balance sheet reflecting the receipt by the Company of the gross proceeds of the Public Offering
including the proceeds received by the Company from the exercise of the underwriters’ over-allotment option in the Public Offering,
if the over-allotment option is exercised prior to the filing of the Form 8-K, and (ii) the Company has issued a press release and has
filed a Current Report on Form 8-K announcing when such separate trading shall begin (the “Detachment Date”). A “Business
Day” means a day, other than a Saturday, Sunday or federal holiday, on which banks in New York City are generally open for normal
business.


 


2.6.
Private Warrant Attributes. The Private Warrants will be identical to the Public Warrants subject to the adjustments provided in
Section 5.6.


 


3. Terms and Exercise of Warrants


 


3.1.
Warrant Price. Each Warrant shall, when countersigned by the Warrant Agent (except with respect to uncertificated Warrants), entitle
the registered holder thereof, subject to the provisions of such Warrant and of this Agreement, to purchase from the Company the number
of Ordinary Shares stated therein, at the price of $11.50 per full share, subject to the adjustments provided in Section 4 hereof and
in the last sentence of this Section 3.1. The term “Warrant Price” as used in this Agreement refers to the price per share
at which the Ordinary Shares may be purchased at the time a Warrant is exercised. No fractional warrants will be issued upon separation
of the units and only whole warrants will trade. As a result, such Registered Holder must exercise Warrants in multiples of three at the
Warrant Price (subject to adjustment) in order to validly exercise, his, her or its Warrants. The Company in its sole discretion may lower
the Warrant Price at any time prior to the Expiration Date (as defined below) for a period of not less than twenty (20) Business Days;
provided, that the Company shall provide at least twenty (20) days’ prior written notice of such reduction to registered holders
of the Warrants and, provided further that any such reduction shall be applied consistently to all of the Warrants.


   




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3.2. Duration of Warrants. A Warrant may be exercised only during
the period commencing the later of 30 days after: (a) the consummation by the Company of a merger, share exchange, asset acquisition,
share purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (“Business
Combination”) (as described more fully in the Registration Statement) and (b) 12 months from the date that the registration
statement is declared effective by the SEC (or up to 18 months from the date that the registration statement is declared effective by
the SEC if the Company extends the period of time to consummate a business combination in addition to an automatic three-month extension
if the Company files a preliminary proxy statement, registration statement or similar filing for an initial business combination during
the 12-month period or 18-month extended period), and terminating at 5:00 p.m., New York City time on the earlier to occur of (i) the
date that is five (5) years after the date on which the Company consummates a Business Combination, (ii) at 5:00 p.m., New York City time
on the Redemption Date as provided in Section 6.2 of this Agreement and (iii) the liquidation of the Trust Account (defined below) (“Expiration
Date”). The period of time from the date the Warrants will first become exercisable until the expiration of the Warrants shall
hereafter be referred to as the “Exercise Period.” Except with respect to the right to receive the Redemption Price (as set
forth in Section 6 hereunder), as applicable, each outstanding Warrant not exercised on or before the Expiration Date shall become void,
and all rights thereunder and all rights in respect thereof under this Agreement shall cease at the close of business on the Expiration
Date. The Company in its sole discretion may extend the duration of the Warrants by delaying the Expiration Date; provided, however, that
the Company will provide at least twenty (20) days’ prior written notice of any such extension to registered holders and, provided
further that any such extension shall be applied consistently to all of the Warrants.


 


3.3.
Exercise of Warrants.


 


3.3.1.
Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant, when countersigned by the Warrant Agent, may be
exercised by the registered holder thereof by surrendering it, at the office of the Warrant Agent, or at the office of its successor as
Warrant Agent, in the Borough of Manhattan, City and State of New York, with the subscription form, as set forth in the Warrant, duly
executed, and by paying in full the Warrant Price for each Ordinary Share as to which the Warrant is exercised and any and all applicable
taxes due in connection with the exercise of the Warrant, as follows:


 


(a)
in lawful money of the United States, by good certified check or good bank draft payable to the order of the Warrant Agent or wire transfer;


 


(b)
in the event of a redemption pursuant to Section 6.1 hereof in which the Company’s management has elected to force all holders of
Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number of Ordinary Shares
equal to the quotient obtained by dividing (x) the product of the number of Ordinary Shares underlying the Warrants, multiplied by the
excess of the “Fair Market Value” (defined below) over the Warrant Price by (y) the Fair Market Value. Solely for purposes
of this Section 3.3.1(b), the “Fair Market Value” shall mean the average reported closing price of the Ordinary Shares for
the ten (10) trading days ending on the third trading day prior to the date of exercise on which the notice of redemption is sent to holders
of the Warrants pursuant to Section 6 hereof; or


 


(c)
in the event the registration statement required by Section 7.4 hereof is not effective and current within ninety (90) days after the
closing of a Business Combination, by surrendering such Warrants for that number of Ordinary Shares equal to the quotient obtained by
dividing (x) the product of the number of Ordinary Shares underlying the Warrants, multiplied by the excess of the “Fair Market
Value” over the Warrant Price by (y) the Fair Market Value; provided, however, that no cashless exercise shall be permitted unless
the Fair Market Value is equal to or higher than the Warrant Price. Solely for purposes of this Section 3.3.1(c), the “Fair Market
Value” shall mean the average reported last sale price of the Ordinary Shares for the ten (10) trading days ending on the third
trading day prior to the date of exercise.


 


3.3.2.
Issuance of Ordinary Shares. As soon as practicable after the exercise of any Warrant and the clearance of the funds in payment
of the Warrant Price (if any), the Company shall issue to the registered holder of such Warrant a certificate or certificates, or book
entry position, for the number of Ordinary Shares to which he, she or it is entitled, registered in such name or names as may be directed
by him, her or it, and if such Warrant shall not have been exercised in full, a new countersigned Warrant, or book entry position, for
the number of shares as to which such Warrant shall not have been exercised. Notwithstanding the foregoing, in no event will the Company
be required to net cash settle the Warrant exercise. No Warrant shall be exercisable for cash and the Company shall not be obligated to
issue Ordinary Shares upon exercise of a Warrant unless the Ordinary Shares issuable upon such Warrant exercise have been registered,
qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the Warrants. In the
event that the condition in the immediately preceding sentence is not satisfied with respect to a Warrant, the holder of such Warrant
shall not be entitled to exercise such Warrant for cash and such Warrant may have no value and expire worthless, in which case the purchaser
of a Unit containing such Warrants shall have paid the full purchase price for the Unit solely for the Ordinary Shares underlying such
Unit . Warrants may not be exercised by, or securities issued to, any registered holder in any state in which such exercise or issuance
would be unlawful.


 




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3.3.3.
Valid Issuance. All Ordinary Shares issued upon the proper exercise of a Warrant in conformity with this Agreement shall be validly
issued, fully paid and non-assessable.


 


3.3.4.
Date of Issuance. Each person in whose name any book entry position or certificate for Ordinary Shares is issued shall for all
purposes be deemed to have become the holder of record of such shares on the date on which the Warrant, or book entry position representing
such Warrant, was surrendered and payment of the Warrant Price was made, irrespective of the date of delivery of such certificate, except
that, if the date of such surrender and payment is a date when the share transfer books of the Company or book entry system of the Warrant
Agent are closed, such person shall be deemed to have become the holder of such shares at the close of business on the next succeeding
date on which the share transfer books or book entry system are open.


 


3.3.5
Maximum Percentage. A holder of a Warrant may notify the Company in writing in the event it elects to be subject to the provisions
contained in this subsection 3.3.5; however, no holder of a Warrant shall be subject to this subsection 3.3.5 unless he, she or it makes
such election. If the election is made by a holder, the Warrant Agent shall not cause the exercise of the holder’s Warrant, and
such holder shall not have the right to exercise such Warrant, to the extent that after giving effect to such exercise, such person (together
with such person’s affiliates), to the Warrant Agent’s actual knowledge, would beneficially own in excess of 9.8% (the “Maximum
Percentage”) of the Ordinary Shares outstanding immediately after giving effect to such exercise. For purposes of the foregoing
sentence, the aggregate number of Ordinary Shares beneficially owned by such person and its affiliates shall include the number of Ordinary
Shares issuable upon exercise of the Warrant with respect to which the determination of such sentence is being made, but shall exclude
Ordinary Shares that would be issuable upon (x) exercise of the remaining, unexercised portion of the Warrant beneficially owned by such
person and its affiliates and (y) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company
beneficially owned by such person and its affiliates (including, without limitation, any convertible notes or convertible preferred shares
or warrants) subject to a limitation on conversion or exercise analogous to the limitation contained herein. Except as set forth in the
preceding sentence, for purposes of this paragraph, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”). For purposes of the Warrant, in determining the number of outstanding
Ordinary Shares, the holder may rely on the number of outstanding Ordinary Shares as reflected in (1) the Company’s most recent
annual report on Form 10-K, quarterly report on Form 10-Q, current report on Form 8-K or other public filing with the SEC as the case
may be, (2) a more recent public announcement by the Company or (3) any other notice by the Company or the Warrant Agent setting forth
the number of Ordinary Shares outstanding. For any reason at any time, upon the written request of the holder of the Warrant, the Company
shall, within two (2) Business Days, confirm orally and in writing to such holder the number of Ordinary Shares then outstanding. In any
case, the number of outstanding Ordinary Shares shall be determined after giving effect to the conversion or exercise of equity securities
of the Company by the holder and its affiliates since the date as of which such number of outstanding Ordinary Shares was reported. By
written notice to the Company, the holder of a Warrant may from time to time increase or decrease the Maximum Percentage applicable to
such holder to any other percentage specified in such notice; provided, however, that any such increase shall not be effective until the
sixty-first (61st) day after such notice is delivered to the Company.


 


4. Adjustments.


 


4.1.
Share Dividends; Split Ups. If after the date hereof, and subject to the provisions of Section 4.6 below, the number of outstanding
Ordinary Shares is increased by a share dividend payable in Ordinary Shares, or by a split up of Ordinary Shares, or other similar event,
then, on the effective date of such share dividend, split up or similar event, the number of Ordinary Shares issuable on exercise of each
Warrant shall be increased in proportion to such increase in outstanding Ordinary Shares.


 


4.2.
Aggregation of Shares. If after the date hereof, the number of outstanding Ordinary Shares is decreased by a consolidation, combination,
reverse share split or reclassification of Ordinary Shares or other similar event, then, on the effective date of such consolidation,
combination, reverse share split, reclassification or similar event, the number of Ordinary Shares issuable on exercise of each Warrant
shall be decreased in proportion to such decrease in outstanding Ordinary Shares.


 




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4.3
Extraordinary Dividends. If the Company, at any time while the Warrants (or rights to purchase the Warrants) are outstanding and
unexpired, shall pay a dividend or make a distribution in cash, securities or other assets to the holders of the Ordinary Shares on account
of such Ordinary Shares (or other shares of the Company’s capital stock into which the Warrants are convertible), other than (a)
as described in subsection 4.1 above, (b) Ordinary Cash Dividends (as defined below), (c) to satisfy the redemption rights of the holders
of the Ordinary Shares in connection with a proposed initial Business Combination, (d) as a result of the repurchase of Ordinary Shares
by the Company in connection with an initial Business Combination or as otherwise permitted by the Investment Management Trust Agreement
between the Company and the Warrant Agent dated of even date herewith, (e) or as a result of the issuance of Ordinary Shares as a result
of conversion of the Rights issued in the Public Offering, or (f) in connection with the Company’s liquidation and the distribution
of its assets upon its failure to consummate a Business Combination (any such non-excluded event being referred to herein as an “Extraordinary
Dividend”), then the Warrant Price shall be decreased, effective immediately after the effective date of such Extraordinary Dividend,
by the amount of cash and the fair market value (as determined by the Company’s board of directors, in good faith) of any securities
or other assets paid on each Ordinary Share in respect of such Extraordinary Dividend. For purposes of this subsection 4.3, “Ordinary
Cash Dividends” means any cash dividend or cash distribution which, when combined on a per share basis with the per share amounts
of all other cash dividends and cash distributions paid on the Ordinary Shares during the 365-day period ending on the date of declaration
of such dividend or distribution (as adjusted to appropriately reflect any of the events referred to in other subsections of this Section
4 and excluding cash dividends or cash distributions that resulted in an adjustment to the Warrant Price or to the number of Ordinary
Shares issuable on exercise of each Warrant) does not exceed $0.50 (being 5% of the offering price of the Units in the Offering).


 


4.4
Adjustments in Exercise Price.


 


4.4.1
Whenever the number of Ordinary Shares purchasable upon the exercise of the Warrants is adjusted, as provided in Sections 4.1 and 4.2
above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price, immediately prior to such adjustment,
by a fraction, (a) the numerator of which shall be the number of Ordinary Shares purchasable upon the exercise of the Warrants immediately
prior to such adjustment, and (b) the denominator of which shall be the number of Ordinary Shares so purchasable immediately thereafter,
provided that no adjustment shall be made to the Warrant Price if this would result in the Warrant Price falling below the par value of
the Ordinary Shares. In such cases, the Warrant Price would be equal to the par value of the Ordinary Shares.


 


4.4.2
If (i) the Company issues additional Ordinary Shares or securities convertible into or exercisable or exchangeable for Ordinary Shares
for capital raising purposes in connection with the closing of the initial business combination at an issue price or effective issue price
of less than $9.20 per share of Ordinary Share, with such issue price or effective issue price to be determined in good faith by the Board,
(ii) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available
for funding the initial business combination, and (iii) the volume weighted average trading price of the Ordinary Shares during the 20
trading day period starting on the trading day prior to the day on which the Company consummates the initial business combination (the
“Market Value”) is below $9.20 per share, the Warrant Price shall be adjusted (to the nearest cent) to be equal to
115% of the Market Value, and the $18.00 per share redemption triggers the Company’s right to redeem the Warrants pursuant to Section
6.1 below shall be adjusted (to the nearest cent) to be equal to 180% of the Market Value.


 


4.5.
Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding Ordinary
Shares (other than a change covered by Section 4.1, 4.2 or 4.3 hereof or that solely affects the par value of the Ordinary Shares), or
in the case of any merger or consolidation of the Company with or into another corporation (other than a consolidation or merger in which
the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding Ordinary
Shares), or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an
entirety or substantially as an entirety in connection with which the Company is dissolved, the Warrant holders shall thereafter have
the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the Ordinary
Shares of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind
and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization,
merger or consolidation, or upon a dissolution following any such sale or transfer, that the Warrant holder would have received if such
Warrant holder had exercised his, her or its Warrant(s) immediately prior to such event. If any reclassification also results in a change
in the Ordinary Shares covered by Section 4.1, 4.2 or 4.3, then such adjustment shall be made pursuant to Sections 4.1, 4.2, 4.3, 4.4
and this Section 4.5. The provisions of this Section 4.5 shall similarly apply to successive reclassifications, reorganizations, mergers
or consolidations, sales or other transfers. In no event will the Warrant Price be reduced to less than the par value per share issuable
upon exercise of the Warrant. Notwithstanding anything to the contrary herein, in the event of any tender offer for Ordinary Shares, the
offeror shall not make any tender offer for Warrants if the effect of such offer would be to require the Warrants to be accounted for
as liabilities under applicable accounting principles. 


 




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4.6.
Issuance in connection with a Business Combination. If, in connection with a Business Combination, the Company (a) issues additional Ordinary
Shares or equity-linked securities at an issue price or effective issue price of less than $9.20 per share (with such issue price or effective
issue price as determined by the Company’s Board of Directors, in good faith, and in the case of any such issuance to the Company’s
initial shareholders, or their affiliates, without taking into account any founders’ shares held by them prior to such issuance),
(b) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available
for the funding of the Business Combination on the date of the consummation of such Business Combination (net of redemptions), and (c)
the Fair Market Value (as defined below) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest
cent) to be equal to 115% of the greater of (i) the Fair Market Value or (ii) the price at which the Company issues the Ordinary Shares
or equity-linked securities, and the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180%
of the higher of the Fair Market Value and the price at which the Company issues Ordinary Shares or equity-linked securities. Solely for
purposes of this Section 4.6, the “Fair Market Value” shall mean the volume weighted average reported trading price
of the Ordinary Shares for the twenty (20) trading days starting on the trading day prior to the date of the consummation of the Business
Combination.


 


4.7
Notices of Changes in Warrant. Upon every adjustment of the Warrant Price or the number of shares issuable upon exercise of a Warrant,
the Company shall give written notice thereof to the Warrant Agent, which notice shall state the Warrant Price resulting from such adjustment
and the increase or decrease, if any, in the number of shares purchasable at such price upon the exercise of a Warrant, setting forth
in reasonable detail the method of calculation and the facts upon which such calculation is based. Upon the occurrence of any event specified
in Sections 4.1, 4.2, 4.3, 4.4, 4.5, or 4.6, then, in any such event, the Company shall give written notice to each Warrant holder, at
the last address set forth for such holder in the Warrant Register, of the record date or the effective date of the event. Failure to
give such notice, or any defect therein, shall not affect the legality or validity of such event.


 


4.8.
No Fractional Warrants or Shares. Notwithstanding any provision contained in this Agreement to the contrary, the Company shall
not issue fractional shares upon exercise of Warrants or fractional warrants upon separation of the units and only whole warrants will
trade. If, by reason of any adjustment made pursuant to this Section 4, the holder of any Warrant would be entitled, upon the exercise
of such Warrant, to receive a fractional interest in a share, the Company shall, upon such exercise, round up to the nearest whole number
of Ordinary Shares to be issued to the Warrant holder.


 


4.9.
Form of Warrant. The form of Warrant need not be changed because of any adjustment pursuant to this Section 4, and Warrants issued
after such adjustment may state the same Warrant Price and the same number of shares as is stated in the Warrants initially issued pursuant
to this Agreement. However, the Company may at any time in its sole discretion make any change in the form of Warrant that the Company
may deem appropriate and that does not affect the substance thereof, and any Warrant thereafter issued or countersigned, whether in exchange
or substitution for an outstanding Warrant or otherwise, may be in the form as so changed.


 


4.10
Other Events. In case any event shall occur affecting the Company as to which none of the provisions of preceding subsections of
this Section 4 are strictly applicable, but which would require an adjustment to the terms of the Warrants in order to (i) avoid an adverse
impact on the Warrants and (ii) effectuate the intent and purpose of this Section 4, then, in each such case, the Company shall appoint
a firm of independent public accountants, investment banking or other appraisal firm of recognized national standing, which shall give
its opinion as to whether or not any adjustment to the rights represented by the Warrants is necessary to effectuate the intent and purpose
of this Section 4 and, if they determine that an adjustment is necessary, the terms of such adjustment. provided, however, that under
no circumstances shall the Warrants be adjusted pursuant to this Section 4.10 as a result of any issuance of securities in connection
with a Business Combination. The Company shall adjust the terms of the Warrants in a manner that is consistent with any adjustment recommended
in such opinion.


 




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5. Transfer and Exchange
of Warrants.


 


5.1.
Registration of Transfer. The Warrant Agent shall register the transfer, from time to time, of any outstanding Warrant upon the
Warrant Register, upon surrender of such Warrant for transfer, properly endorsed with signatures, in the case of certificated Warrants,
properly guaranteed and accompanied by appropriate instructions for transfer. Upon any such transfer, a new Warrant representing an equal
aggregate number of Warrants shall be issued and the old Warrant shall be cancelled by the Warrant Agent. In the case of certificated
Warrants, the Warrants so cancelled shall be delivered by the Warrant Agent to the Company from time to time upon request.


 


5.2.
Procedure for Surrender of Warrants. Warrants may be surrendered to the Warrant Agent, either in certificated form or in book entry
position, together with a written request for exchange or transfer, and thereupon the Warrant Agent shall issue in exchange therefor one
or more new Warrants, or book entry positions, as requested by the registered holder of the Warrants so surrendered, representing an equal
aggregate number of Warrants; provided, however, that in the event that a Warrant surrendered for transfer bears a restrictive legend,
the Warrant Agent shall not cancel such Warrant and issue new Warrants in exchange therefor until the Warrant Agent has received an opinion
of counsel for the Company stating that such transfer may be made and indicating whether the new Warrants must also bear a restrictive
legend.


 


5.3.
Fractional Warrants. The Warrant Agent shall not be required to effect any registration of transfer or exchange which will result
in the issuance of a warrant certificate or book-entry position for a fraction of a Warrant.


 


5.4.
Service Charges. No service charge shall be made for any exchange or registration of transfer of Warrants.


 


5.5.
Warrant Execution and Countersignature. The Warrant Agent is hereby authorized to countersign and to deliver, in accordance with
the terms of this Agreement, the Warrants required to be issued pursuant to the provisions of this Section 5, and the Company, whenever
required by the Warrant Agent, will supply the Warrant Agent with Warrants duly executed on behalf of the Company for such purpose.


 


5.6.
Private Warrants. The Warrant Agent shall not register any transfer of Private Warrants until 30 days after the consummation by
the Company of an initial Business Combination, except for transfers (i) among the initial shareholders or to the initial shareholders’
or the Company’s officers, directors, consultants or their affiliates, (ii) to a holder’s shareholders or members upon the
holder’s liquidation, in each case if the holder is an entity, (iii) by bona fide gift to a member of the holder’s immediate
family or to a trust, the beneficiary of which is the holder or a member of the holder’s immediate family, in each case for estate
planning purposes, (iv) by virtue of the laws of descent and distribution upon death, (v) pursuant to a qualified domestic relations order,
(vi) to the Company for no value for cancellation in connection with the consummation of a Business Combination, (vii) in connection with
the consummation of a Business Combination by private sales at prices no greater than the price at which the Private Warrants were originally
purchased, (viii) in the event of the Company’s liquidation prior to its consummation of an initial Business Combination or (ix)
in the event that, subsequent to the consummation of an initial Business Combination, the Company completes a liquidation, merger, share
exchange or other similar transaction which results in all of the Company’s shareholders having the right to exchange their Ordinary
Shares for cash, securities or other property, in each case (except for clauses (vi), (viii) or (ix) or with the Company’s prior
written consent) on the condition that prior to such registration for transfer, the Warrant Agent shall be presented with written documentation
pursuant to which each transferee (each, a “Permitted Transferee”) or the trustee or legal guardian for such transferee
agrees to be bound by the transfer restrictions contained in this section and any other applicable agreement the transferor is bound by.


 


5.7.
Transfers prior to Detachment. Prior to the Detachment Date, the Public Warrants may be transferred or exchanged only together
with the Unit in which such Warrants are included, and only for the purpose of effecting, or in conjunction with, a transfer or exchange
of such Units. Furthermore, each transfer of a Unit on the register relating to such Unit shall operate also to transfer the Warrants
included in such Unit. Notwithstanding the foregoing, the provisions of this Section 5.7 shall have no effect on any transfer of Warrants
on or after the Detachment Date.


 




    7


     


    

 


6. Redemption.


 


6.1.
Redemption. Not less than all of the outstanding Warrants may be redeemed, at the option of the Company, at any time during the
Exercise Period, at the office of the Warrant Agent, upon the notice referred to in Section 6.2, at the price of $0.01 per Warrant (“Redemption
Price”), provided that the closing price of the Ordinary Shares equals or exceeds $18.00 per share (subject to adjustment in
accordance with Section 4 hereof), on each of twenty (20) trading days within any thirty (30) trading day period commencing after the
Warrants become exercisable and ending on the third trading day prior to the date on which notice of redemption is given and provided
that there is an effective registration statement covering the Ordinary Shares issuable upon exercise of the Warrants, and a current prospectus
relating thereto, available throughout the 30-day redemption or the Company has elected to require the exercise of the Warrants on a “cashless
basis” pursuant to subsection 3.3.1(b); provided, however, that if and when the Warrants become redeemable by the Company, the Company
may not exercise such redemption right if the issuance of Ordinary Shares upon exercise of the Warrants is not exempt from registration
or qualification under applicable state blue sky laws or the Company is unable to effect such registration or qualification.


 


6.2.
Date Fixed for, and Notice of, Redemption. In the event the Company shall elect to redeem all of the Warrants, the Company shall
fix a date for the redemption (the “Redemption Date”). Notice of redemption shall be mailed by first class mail, postage
prepaid, by the Company not less than thirty (30) days prior to the Redemption Date to the registered holders of the Warrants to be redeemed
at their last addresses as they shall appear on the registration books. Any notice mailed in the manner herein provided shall be conclusively
presumed to have been duly given whether or not the registered holder received such notice.


 


6.3.
Exercise After Notice of Redemption. The Warrants may be exercised, for cash (or on a “cashless basis” in accordance
with Section 3 of this Agreement) at any time after notice of redemption shall have been given by the Company pursuant to Section 6.2
hereof and prior to the Redemption Date. In the event the Company determines to require all holders of Warrants to exercise their Warrants
on a “cashless basis” pursuant to Section 3.3.1(b), the notice of redemption will contain the information necessary to calculate
the number of Ordinary Shares to be received upon exercise of the Warrants, including the “Fair Market Value” (as such term
is defined in subsection 3.3.1(b) hereof) in such case. On and after the Redemption Date, the record holder of the Warrants shall have
no further rights except to receive, upon surrender of the Warrants, the Redemption Price.


 


7. Other Provisions
Relating to Rights of Holders of Warrants.


 


7.1.
No Rights as Shareholder. A Warrant does not entitle the registered holder thereof to any of the rights of a shareholder of the
Company, including, without limitation, the right to receive dividends, or other distributions, exercise any preemptive rights to vote
or to consent or to receive notice as shareholders in respect of the meetings of shareholders or the election of directors of the Company
or any other matter.


 


7.2.
Lost, Stolen, Mutilated, or Destroyed Warrants. If any Warrant is lost, stolen, mutilated, or destroyed, the Company and the Warrant
Agent may on such terms as to indemnity or otherwise as they may in their discretion impose (which shall, in the case of a mutilated Warrant,
include the surrender thereof), issue a new Warrant of like denomination, tenor, and date as the Warrant so lost, stolen, mutilated, or
destroyed. Any such new Warrant shall constitute a substitute contractual obligation of the Company, whether or not the allegedly lost,
stolen, mutilated, or destroyed Warrant shall be at any time enforceable by anyone.


 


7.3.
Reservation of Ordinary Shares. The Company shall at all times reserve and keep available a number of its authorized but unissued
Ordinary Shares that will be sufficient to permit the exercise in full of all outstanding Warrants issued pursuant to this Agreement.


 


7.4.
Registration of Ordinary Shares. The Company agrees that as soon as practicable after the closing of its initial Business Combination,
it shall use its best efforts to file with the Securities and Exchange Commission a registration statement for the registration, under
the Act, of the Ordinary Shares issuable upon exercise of the Warrants, and it shall use its best efforts to take such action as is necessary
to register or qualify for sale, in those states in which the Warrants were initially offered by the Company and in those states where
holders of Warrants then reside, the Ordinary Shares issuable upon exercise of the Warrants, to the extent an exemption is not available.
The Company will use its best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement,
and a current prospectus relating thereto, until the expiration of the Warrants in accordance with the provisions of this Agreement. If
any such registration statement has not been declared effective by the 90th day following the closing of the Business Combination, holders
of the Warrants shall have the right, during the period beginning on the 91st day after the closing of the Business Combination and ending
upon such registration statement being declared effective by the Securities and Exchange Commission, and during any other period when
the Company shall fail to have maintained an effective registration statement covering the Ordinary Shares issuable upon exercise of the
Warrants, to exercise such Warrants on a “cashless basis” as determined in accordance with Section 3.3.1(c). The Company shall
provide the Warrant Agent with an opinion of counsel for the Company (which shall be an outside law firm with securities law experience)
stating that (i) the exercise of the Warrants on a cashless basis in accordance with this Section 7.4 is not required to be registered
under the Act and (ii) the Ordinary Shares issued upon such exercise will be freely tradable under U.S. federal securities laws by anyone
who is not an affiliate (as such term is defined in Rule 144 under the Act) of the Company and, accordingly, will not be required to bear
a restrictive legend. For the avoidance of any doubt, unless and until all of the Warrants have been exercised or have expired, the Company
shall continue to be obligated to comply with its registration obligations under the first three sentences of this Section 7.4. The provisions
of this Section 7.4 may not be modified, amended, or deleted without the prior written consent of the Representative.


 




    8


     


    

 


8. Concerning the
Warrant Agent and Other Matters.


 


8.1.
Payment of Taxes. The Company will from time to time promptly pay all taxes and charges that may be imposed upon the Company or
the Warrant Agent in respect of the issuance or delivery of Ordinary Shares upon the exercise of Warrants, but the Company shall not be
obligated to pay any transfer taxes in respect of the Warrants or such Ordinary Shares.


 


8.2.
Resignation, Consolidation, or Merger of Warrant Agent.


 


8.2.1.
Appointment of Successor Warrant Agent. The Warrant Agent, or any successor to it hereafter appointed, may resign its duties and
be discharged from all further duties and liabilities hereunder after giving sixty (60) days’ notice in writing to the Company.
If the office of the Warrant Agent becomes vacant by resignation or incapacity to act or otherwise, the Company shall appoint in writing
a successor Warrant Agent in place of the Warrant Agent. If the Company shall fail to make such appointment within a period of thirty
(30) days after it has been notified in writing of such resignation or incapacity by the Warrant Agent or by the holder of the Warrant
(who shall, with such notice, submit his Warrant for inspection by the Company), then the holder of any Warrant may apply to the Supreme
Court of the State of New York for the County of New York for the appointment of a successor Warrant Agent at the Company’s cost.
Any successor Warrant Agent, whether appointed by the Company or by such court, shall be a corporation organized and existing under the
laws of the State of New York, in good standing and having its principal office in the Borough of Manhattan, City and State of New York,
and authorized under such laws to exercise corporate trust powers and subject to supervision or examination by federal or state authority.
After appointment, any successor Warrant Agent shall be vested with all the authority, powers, rights, immunities, duties, and obligations
of its predecessor Warrant Agent with like effect as if originally named as Warrant Agent hereunder, without any further act or deed;
but if for any reason it becomes necessary or appropriate, the predecessor Warrant Agent shall execute and deliver, at the expense of
the Company, an instrument transferring to such successor Warrant Agent all the authority, powers, and rights of such predecessor Warrant
Agent hereunder; and upon request of any successor Warrant Agent the Company shall make, execute, acknowledge, and deliver any and all
instruments in writing for more fully and effectually vesting in and confirming to such successor Warrant Agent all such authority, powers,
rights, immunities, duties, and obligations.


 


8.2.2.
Notice of Successor Warrant Agent. In the event a successor Warrant Agent shall be appointed, the Company shall give notice thereof
to the predecessor Warrant Agent and the transfer agent for the Ordinary Shares not later than the effective date of any such appointment.


 


8.2.3.
Merger or Consolidation of Warrant Agent. Any corporation into which the Warrant Agent may be merged or with which it may be consolidated
or any corporation resulting from any merger or consolidation to which the Warrant Agent shall be a party shall be the successor Warrant
Agent under this Agreement without any further act.


 


8.3.
Fees and Expenses of Warrant Agent.


 


8.3.1.
Remuneration. The Company agrees to pay the Warrant Agent reasonable remuneration for its services as such Warrant Agent hereunder
and will reimburse the Warrant Agent upon demand for all expenditures that the Warrant Agent may reasonably incur in the execution of
its duties hereunder.


 


8.3.2.
Further Assurances. The Company agrees to perform, execute, acknowledge, and deliver or cause to be performed, executed, acknowledged,
and delivered all such further and other acts, instruments, and assurances as may reasonably be required by the Warrant Agent for the
carrying out or performing of the provisions of this Agreement.


 




    9


     


    

 


8.4.
Liability of Warrant Agent.


 


8.4.1.
Reliance on Company Statement. Whenever in the performance of its duties under this Agreement, the Warrant Agent shall deem it
necessary or desirable that any fact or matter be proved or established by the Company prior to taking or suffering any action hereunder,
such fact or matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved
and established by a statement signed by the Chief Executive Officer or Chairman of the Board of Directors of the Company and delivered
to the Warrant Agent. The Warrant Agent may rely upon such statement for any action taken or suffered in good faith by it pursuant to
the provisions of this Agreement.


 


8.4.2.
Indemnity. The Warrant Agent shall be liable hereunder only for its own fraud, gross negligence, willful misconduct or bad faith.
The Company agrees to indemnify the Warrant Agent and save it harmless against any and all liabilities, including judgments, costs and
reasonable counsel fees, for anything done or omitted by the Warrant Agent in the execution of this Agreement except as a result of the
Warrant Agent’s fraud, gross negligence, willful misconduct, or bad faith.


 


8.4.3.
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the
validity or execution of any Warrant (except its countersignature thereof); nor shall it be responsible for any breach by the Company
of any covenant or condition contained in this Agreement or in any Warrant; nor shall it be responsible to make any adjustments required
under the provisions of Section 4 hereof or responsible for the manner, method, or amount of any such adjustment or the ascertaining of
the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation
or warranty as to the authorization or reservation of any Ordinary Shares to be issued pursuant to this Agreement, the Amended and Restated
Memorandum and Articles of Association of the Company, or any Warrant or as to whether any Ordinary Shares will, when issued, be valid
and fully paid and non-assessable.


 


8.5.
Acceptance of Agency. The Warrant Agent hereby accepts the agency established by this Agreement and agrees to perform the same
upon the terms and conditions herein set forth and among other things, shall account promptly to the Company with respect to Warrants
exercised and concurrently account for, and pay to the Company, all monies received by the Warrant Agent for the purchase of Ordinary
Shares through the exercise of Warrants.


 


9. Miscellaneous Provisions.


 


9.1.
Successors. All the covenants and provisions of this Agreement by or for the benefit of the Company or the Warrant Agent shall
bind and inure to the benefit of their respective successors and assigns.


 


9.2.
Notices. Any notice, statement or demand authorized by this Agreement to be given or made by the Warrant Agent or by the holder
of any Warrant to or on the Company shall be sufficiently given (i) if by email when the email is sent, (ii) if by hand or overnight delivery,
when so delivered, or (iii) if sent by certified mail or private courier service within five (5) days after deposit of such notice, postage
prepaid, addressed (until another address is filed in writing by the Company with the Warrant Agent), as follows:


 


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

 


Any notice, statement
or demand authorized by this Agreement to be given or made by the holder of any Warrant or by the Company to or on the Warrant Agent shall
be sufficiently given (i) if by email, when the email is sent, (ii) if by hand or overnight delivery, when so delivered, or (iii) if sent
by certified mail or private courier service within five days after deposit of such notice, postage prepaid, addressed (until another
address is filed in writing by the Warrant Agent with the Company), as follows:


 


Continental Stock Transfer & Trust
Company


1 State Street, 30th Floor


New York, NY 10004-1561


Attn: Compliance Department


 




    10


     


    

 


with a copy in each case to:


 


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


 


and


 


Ladenburg Thalmann & Co. Inc.


277 Park Avenue, 26th Floor


New York, NY 10172


Attn: Steve Kaplan


Facsimile: (212) 758-4939


 


and


 


Ogier


11th Floor, Central Tower


28 Queen’s Road Central


Central, Hong Kong


Attn: Nathan Powell


E-mail: nathan.powell@ogier.com


 


9.3.
Applicable Law and Exclusive Forum. The validity, interpretation, and performance of this Agreement and of the Warrants shall be
governed in all respects by 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. The Company hereby agrees that any action, proceeding or claim against
it arising out of or relating in any way to this Agreement shall be brought and enforced in the courts of the State of New York or the
United States District Court for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall
be exclusive forum for any such action, proceeding or claim. The Company hereby waives any objection to such exclusive jurisdiction and
that such courts represent an inconvenient forum. Notwithstanding the foregoing, the provisions of this paragraph will not apply to suits
brought to enforce any liability or duty created by the Exchange Act or any other claim for which the federal district courts of the United
States of America are the sole and exclusive forum. Any such process or summons to be served upon the Company may be served by transmitting
a copy thereof by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address set forth in
Section 9.2 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the Company in any action, proceeding
or claim.


 


9.4.
Persons Having Rights under this Agreement. Nothing in this Agreement expressed and nothing that may be implied from any of the
provisions hereof is intended, or shall be construed, to confer upon, or give to, any person or corporation other than the parties hereto
and the registered holders of the Warrants and, for the purposes of Sections 7.4, 9.4 and 9.8 hereof, the Representative, any right, remedy,
or claim under or by reason of this Warrant Agreement or of any covenant, condition, stipulation, promise, or agreement hereof. The Representative
shall be deemed to be a third-party beneficiary of this Agreement with respect to Sections 7.4, 9.4 and 9.8 hereof. All covenants, conditions,
stipulations, promises, and agreements contained in this Warrant Agreement shall be for the sole and exclusive benefit of the parties
hereto (and the Representative with respect to the Sections 7.4, 9.4 and 9.8 hereof) and their successors and assigns and of the registered
holders of the Warrants.


 


9.5.
Examination of the Warrant Agreement. A copy of this Agreement shall be available at all reasonable times at the office of the
Warrant Agent in the Borough of Manhattan, City and State of New York, for inspection by the registered holder of any Warrant. The Warrant
Agent may require any such holder to submit his Warrant for inspection by it.


 




    11


     


    

 


9.6.
Counterparts. This Agreement may be executed in any number of original or facsimile counterparts and each of such counterparts
shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.


 


9.7.
Effect of Headings. The section headings herein are for convenience only and are not part of this Agreement and shall not affect
the interpretation thereof.


 


9.8
Amendments. This Agreement may be amended by the parties hereto without the consent of any registered holder for the purpose of
curing any ambiguity, including to conform the provisions hereof to the description of the terms of the Warrants and this Agreement set
forth in the Prospectus, or curing, correcting or supplementing any defective provision contained herein or adding or changing any other
provisions with respect to matters or questions arising under this Agreement as the parties may deem necessary or desirable and that the
parties deem shall not adversely affect the interest of the registered holders. All other modifications or amendments, including any amendment
to increase the Warrant Price or shorten the Exercise Period, shall require the written consent or vote of the registered holders of a
majority of the then outstanding Warrants. Notwithstanding the foregoing, the Company may lower the Warrant Price or extend the duration
of the Exercise Period pursuant to Sections 3.1 and 3.2, respectively, without the consent of the registered holders. The provisions of
this Section 9.8 may not be modified, amended or deleted without the prior written consent of the Representative.


 


9.9
Trust Account Waiver. The Warrant Agent acknowledges and agrees that it shall not make any claims or proceed against the trust
account established by the Company in connection with the Public Offering (as more fully described in the Registration Statement) (“Trust
Account”), including by way of set-off, and shall not be entitled to any funds in the Trust Account under any circumstance.
In the event that the Warrant Agent has a claim against the Company under this Agreement, the Warrant Agent will pursue such claim solely
against the Company and not against the property held in the Trust Account.


 


9.10
Severability. This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof
shall not affect the validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any
such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Agreement a provision
as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.


 


[signature page follows]


 




    12


     


    

 


IN
WITNESS WHEREOF, this Agreement has been duly executed by the parties hereto as of the day and year first above written.


 


	 	PHOENIX ACQUISITION LIMITED
	 	 	 
	 	By:	 
	 	 	Name: Wayne Christopher Farmer
	 	 	Title: Chief Executive Officer
	 	 
	 	CONTINENTAL STOCK TRANSFER & TRUST COMPANY
	 	 	 
	 	By:	 
	 	 	Name: Luis Ortiz
	 	 	Title: Vice President


 


[Signature Page to Warrant Agreement]


 




     


     


    

 


EXHIBIT A


 


WARRANT CERTIFICATE


 




     


     


    

 


EXHIBIT B


 


LEGEND FOR PRIVATE WARRANTS


 


THE SECURITIES REPRESENTED BY THIS CERTIFICATE
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED
OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS OR AN
EXEMPTION FROM REGISTRATION IS AVAILABLE. IN ADDITION, SUBJECT TO ANY ADDITIONAL LIMITATIONS ON TRANSFER DESCRIBED IN THE LETTER AGREEMENT
BY AND AMONG PHOENIX ACQUISITION LIMITED (THE “COMPANY”), LADENBURG THALMANN & CO. INC. AND THE OTHER PARTIES
THERETO, THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD OR TRANSFERRED PRIOR TO THE DATE THAT IS THIRTY (30) DAYS AFTER
THE DATE UPON WHICH THE COMPANY COMPLETES ITS INITIAL BUSINESS COMBINATION (AS DEFINED IN SECTION 3 OF THE WARRANT AGREEMENT REFERRED
TO HEREIN) EXCEPT TO A PERMITTED TRANSFEREE (AS DEFINED IN SECTION 5.6 OF THE WARRANT AGREEMENT) WHO AGREES IN WRITING WITH THE COMPANY
TO BE SUBJECT TO SUCH TRANSFER PROVISIONS.


 


SECURITIES EVIDENCED BY THIS CERTIFICATE AND ORDINARY
SHARES OF THE COMPANY ISSUED UPON EXERCISE OF SUCH SECURITIES SHALL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT
TO BE EXECUTED BY THE COMPANY.