EX-10.7





 Exhibit 10.7 

PHOENIX BIOTECH ACQUISITION CORP. 

2201 Broadway, Suite 705 
 Oakland,
CA 94612 
 [__], 2021 
 Phoenix Biotech
Sponsor, LLC 
 2201 Broadway, Suite 705 
 Oakland, CA 94612

  

	 	Re:	 Administrative Services Agreement 



Gentlemen: 
 This letter agreement by and between
Phoenix Biotech Acquisition Corp. (the “Company”) and Phoenix Biotech Sponsor, LLC (the “Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first
listed on the Nasdaq Capital Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the Securities and Exchange Commission (the “Registration
Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter
referred to as the “Termination Date”): 
 (i) The Sponsor or one of its affiliates or designees shall make available to the
Company, at 2201 Broadway, Suite 705, Oakland, CA 94612 (or any successor location of Sponsor or its affiliates or designees), certain office space, utilities, and shared personnel support services as may be reasonably requested by the Company. In
exchange therefor, the Company shall pay the Sponsor the sum of $20,000 per month on the Listing Date and continuing monthly thereafter until the Termination Date; and 

(ii) The Sponsor hereby irrevocably waives any and all right, title, interest, causes of action and claims of any kind (each, a
“Claim”) in or to, and any and all right to seek payment of any amounts due to it out of, the trust account established for the benefit of the public stockholders of the Company and into which substantially all of the proceeds of the
Company’s initial public offering will be deposited (the “Trust Account”), and hereby irrevocably waives any Claim it may have in the future as a result of, or arising out of, this letter agreement, which Claim would reduce, encumber
or otherwise adversely affect the Trust Account or any monies or other assets in the Trust Account, and further agrees not to seek recourse, reimbursement, payment or satisfaction of any Claim against the Trust Account or any monies or other assets
in the Trust Account for any reason whatsoever. 
 This letter agreement may not be amended, modified or waived as to any particular
provision, except by a written instrument executed by the parties hereto. 
 No party hereto may assign either this letter agreement or any
of its rights, interests, or obligations hereunder without the prior written approval of the other party. Any purported assignment in violation of this paragraph shall be void and ineffectual and shall not operate to transfer or assign any interest
or title to the purported assignee. 
 This letter agreement, the entire relationship of the parties hereto, and any litigation between the
parties (whether grounded in contract, tort, statute, law or equity) shall be governed by, construed in accordance with, and interpreted pursuant to the laws of the Commonwealth of Pennsylvania, without giving effect to its choice of laws
principles. 
 [Signature pages follows] 













					
	 Very truly yours,

	
	PHOENIX BIOTECH ACQUISITION CORP.
			
	 By:
	 	 	 	 
	        	 	Name:	 	 Chris Ehrlich

		 	Title:	 	 Chief Executive Officer


 [Signature Page to Administrative Services Agreement] 












 AGREED TO AND ACCEPTED BY: 
  

					
	PHOENIX BIOTECH SPONSOR, LLC
		
	 By:
	 	 
	        	 	Name:	 	
		 	Title:	 	

 [Signature Page to Administrative Services Agreement]