EX-10.2





 Exhibit 10.2 

INVESTMENT MANAGEMENT TRUST AGREEMENT 

This Investment Management Trust Agreement (this “Agreement”) is made effective as of October 5, 2021 by and
between Phoenix Biotech Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). 

WHEREAS, the Company’s registration statement on Form S-1,
No. 333-259491 (the “Registration Statement”) and related prospectus (the “Prospectus”) for the initial public offering of the Company’s units (the
“Units”), each of which consists of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-half of
one warrant, each whole warrant to purchase one share of Common Stock (such initial public offering hereinafter referred to as the “Offering”), was declared effective by the U.S. Securities and Exchange Commission on
October 5, 2021; and 
 WHEREAS, the Company has entered into an Underwriting Agreement (the “Underwriting
Agreement”) with Cantor Fitzgerald & Co. (the “Representative”) as representative of the several underwriters named therein (the “Underwriters”); and 

WHEREAS, as described in the Registration Statement, $158,100,000 of the gross proceeds of the Offering and sale of the Private Placement
Units (as defined in the Underwriting Agreement) (or $181,815,000 if the Underwriters’ over-allotment option is exercised in full) will be delivered to the Trustee to be deposited and held in a segregated trust account located in the United
States (the “Trust Account”) for the benefit of the Company and the holders of the Company’s Common Stock included in the Units issued in the Offering as hereinafter provided (the amount to be delivered to the Trustee
(and any interest subsequently earned thereon) is referred to herein as the “Property,” the stockholders for whose benefit the Trustee shall hold the Property are referred herein to as the “Public
Stockholders,” and the Public Stockholders and the Company together are referred to herein as the “Beneficiaries”); and 

WHEREAS, pursuant to the Underwriting Agreement, $7,750,000, or up to $9,377,500 if the Underwriters’ over-allotment option is exercised
in full, of the Property is attributable to deferred underwriting discounts and commissions that may be payable by the Company to the Representative upon the consummation of the Business Combination (as defined below) (the “Deferred
Discount”); 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. 
 NOW THEREFORE, 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 the Trust Account
established by the Trustee at JPMorgan Chase Bank, N.A. (or at another U.S. chartered commercial bank with consolidated assets of $100 billion or more) 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 written instruction of the Company, invest and reinvest the Property in
United States government securities within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended, having a maturity of 185 days or less, or in money market funds meeting the conditions of paragraphs (d)(2), (d)(3),
(d)(4) and (d)(5) of Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended, which invest only in direct U.S. government treasury obligations, as determined by the Company; it being
understood that the Trust Account will earn no interest while account funds are uninvested awaiting the Company’s instructions hereunder; and while account funds are invested or uninvested, the Trustee may earn bank credits or other
consideration; 












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

(e)    Promptly notify the Company of all communications received by the Trustee with respect to any Property requiring
action by the Company; 
 (f)    Supply any necessary information or documents as may be requested by the Company (or
its authorized agents) in connection with the Company’s preparation of the tax returns relating to assets held in the Trust Account; 

(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; 

(i)    Commence liquidation of the Trust Account only after and promptly after (x) receipt of, and only in accordance
with, the terms of a letter from the Company (“Termination Letter”) in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B, as applicable, signed on behalf of the Company by its
Chief Executive Officer, President, Chief Financial Officer or Chairman of the board of directors (the “Board”) or other authorized officer of the Company (and in the case of Exhibit A, signed by the Representative),
and complete the liquidation of the Trust Account and distribute the Property in the Trust Account, including any amounts representing interest earned on the Trust Account, less interest previously released to, or reserved for use by, the Company in
an amount up to $100,000 to pay dissolution expenses (as applicable) and less any other interest released to, or reserved for use by, the Company to pay franchise and income taxes as provided in this Agreement only as directed in the Termination
Letter and the other documents referred to therein, or (y) 15 months after the closing of the Offering (“Termination Date”), if a Termination Letter has not been received by the Trustee prior to such date, in which case the
Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit B and the Property in the Trust Account, including any amounts representing interest earned on the Trust Account, less
interest previously released to, or reserved for use by, the Company in an amount up to $100,000 to pay dissolution expenses (as applicable) and less any other interest released to, or reserved for use by, the Company to pay franchise and income
taxes, shall be distributed to the Public Stockholders of record as of such date. The Trustee agrees to serve as the paying agent of record (“Paying Agent”) with respect to any distribution of Property that is to be made to
the Public Stockholders and, in its separate capacity as Paying Agent, agrees to distribute such Property directly to the Company’s Public Stockholders in accordance with the terms of this Agreement and the Company’s Certificate of
Incorporation in effect at the time of such distribution; 
 (j)    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 (a “Withdrawal Request”), withdraw from the Trust Account and distribute to the Company interest in an amount up to $100,000
to pay dissolution expenses and any interest to cover any tax obligation owed by the Company as a result of assets of the Company or any franchise or income taxes of the Company which amount shall be delivered directly to the Company by electronic
funds transfer or other method of prompt payment. Any Withdrawal Request for a distribution to pay a franchise tax shall be accompanied by a copy of the franchise tax bill from the State of Delaware for the Company and a written statement from the
principal financial officer of the Company setting forth the actual amount payable. To the extent there is not sufficient cash in the Trust Account to fulfill a Withdrawal Request, the Trustee shall liquidate such assets held in the Trust Account as
shall be designated by the Company in writing to make such distribution, so long as there is no reduction in the principal amount per share initially deposited in the Trust Account. The Trustee acknowledges and agrees that no amount in excess of
interest income earned on the Property shall be payable from the Trust Account to the Company pursuant to this Section 1(j). A Withdrawal Request shall constitute presumptive evidence that the Company is entitled to said
funds, and the Trustee shall have no responsibility to look beyond said request; and 












 (k)    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 D, the Trustee shall distribute on behalf of the Company the amount requested by the Company to be used to redeem shares of Common Stock from Public Stockholders
properly submitted in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of its public
shares of Common Stock if the Company has not consummated an initial Business Combination within such time as is described in Section 1(i) of this Agreement or to allow redemption in connection with an initial Business
Combination. The written request of the Company referenced above shall constitute presumptive evidence that the Company is entitled to distribute said funds, and the Trustee shall have no responsibility to look beyond said request; and 

(l)    Not make any withdrawals or distributions from the Trust Account other than pursuant to Section1(i) through
1(k) above. 
 2. 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,
President, Chief Executive Officer or Chief Financial Officer. In addition, except with respect to its duties under Sections 1(i), 1(j) and 1(k) hereof, 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 and with reasonable care, 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 Section 4 hereof, hold the Trustee harmless and
indemnify the Trustee from and against any and all expenses, including reasonable counsel fees and disbursements, or losses suffered by the Trustee in connection with any action taken by it hereunder and in connection with any 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 interest earned on the
Property, except for expenses and losses resulting from the Trustee’s gross negligence, fraud 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 Section 2(b), the Trustee shall notify the Company in writing of such claim (hereinafter referred to as the “Indemnified
Claim”). 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 shall not agree to settle any Indemnified Claim without the prior written consent of the Company, which such consent shall not be unreasonably withheld. The Company may participate in such action with
its own counsel; 
 (c)    Pay the Trustee the fees set forth on Schedule A hereto, including an initial
acceptance fee, annual administration fee and transaction processing fee, 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 unless and until
the Business Combination is consummated. The Company shall pay the Trustee the initial acceptance fee and the first annual administration fee at the consummation of the Offering. The Company shall not be responsible for any other fees or charges of
the Trustee except as set forth in this Section 2(c) and as may be provided in Section 2(b) hereof; 

(d)    In connection with any vote of the Company’s stockholders regarding a merger, capital stock exchange, asset
acquisition, stock purchase, reorganization or similar business combination involving the Company and one or more businesses (a “Business Combination”), provide to the Trustee an affidavit or certificate of the inspector of
elections for the stockholder meeting verifying the vote of such stockholders regarding such Business Combination; 

(e)    Provide Representative with a copy of any Termination Letter(s) and/or any other correspondence that is sent to the
Trustee with respect to any proposed withdrawal from the Trust Account promptly after it issues the same; 












 (f)    Instruct the Trustee to make only those distributions that are
permitted under this Agreement, and refrain from instructing the Trustee to make any distributions that are not permitted under this Agreement; and 

(g)    Within four (4) business days after the Underwriters exercise the over-allotment option (or any portion
thereof) or such over-allotment expires, provide the Trustee with a notice in writing of the total amount of the Deferred Discount due with respect to such exercise, which shall be up to $9,377,500. 

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

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

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

(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 Trustee’s best judgment, except for the Trustee’s gross negligence, fraud 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, which counsel may be the Company’s counsel), 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 the Trustee believes, in good faith and with reasonable care, 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 contained in the Registration Statement; 

(h)    Provide any assurance that any Business Combination entered into by the Company or any other action taken by the
Company is as contemplated by the Registration Statement; 
 (i)    File information returns with respect to the Trust
Account with any local, state or federal taxing authority or provide periodic written statements to the Company documenting the taxes payable by the Company, if any, relating to any interest income earned on the Property; 

(j)    Prepare, execute and file tax reports, income or other tax returns and pay any taxes with respect to any income
generated by, and activities relating to, the Trust Account, regardless of whether such tax is payable by the Trust Account or the Company, including, but not limited to, income tax obligations, except pursuant to Section 1(j) hereof; or 

(k)    Verify calculations, qualify or otherwise approve the Company’s written requests for distributions pursuant to
Sections 1(i), 1(j) and 1(k) hereof. 












 4. 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 2(b) or
Section 2(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. 

5. 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, pending which the Trustee shall continue to act in accordance with this Agreement. At such time that the Company notifies the Trustee that a successor trustee has been appointed 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 (90) 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 
 (b)    At such time that the Trustee has completed the liquidation of the Trust Account and
its obligations in accordance with the provisions of Section 1(i) and distributed the Property in accordance with the provisions of the Termination Letter, this Agreement shall terminate except as set forth in
Section 2(b). 
 6. 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 confidential information, or of any change in its authorized personnel. In executing funds transfers, the Trustee shall 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. Except for any liability arising out of the Trustee’s gross
negligence, fraud or willful misconduct, the Trustee shall not be liable for any loss, liability or expense resulting from any error in the information or transmission of the funds. 

(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. 

(c)    This Agreement contains the entire agreement and understanding of the parties hereto with respect to the subject
matter hereof. Except for Section 1(i) hereof (which may not be modified, amended or deleted without the affirmative vote of sixty five percent (65%) of the then outstanding shares of Common Stock; provided that an
amendment to Section 1(i) shall also require the consent of the Representative; provided, further that no such amendment will affect any Public Stockholder who has elected to redeem shares of Common Stock in
connection with a stockholder vote to amend this Agreement to extend the Termination Date, and such amendment shall provide for redemption rights), this Agreement or any provision hereof may only be changed, amended or modified (other than to
correct a typographical error) by a writing signed by each of the parties hereto. 
 (d)    The parties hereto consent
to the jurisdiction and venue of any state or federal court located in the City of New York, State of New York, for purposes of resolving any disputes hereunder. AS TO ANY CLAIM, CROSS-CLAIM OR COUNTERCLAIM IN ANY WAY RELATING TO THIS AGREEMENT,
EACH PARTY WAIVES THE RIGHT TO TRIAL BY JURY. 












 (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 or by facsimile or email transmission: 

if to the Trustee, to: 

Continental Stock Transfer & Trust Company 

1 State Street, 30th Floor 
 New
York, New York 10004 
 Attn: Francis Wolf and Celeste Gonzalez 

Email: : fwolf@continentalstock.com 

      cgonzalez@continentalstock.com 

if to the Company, to: 
 Phoenix
Biotech Acquisition Corp. 
 2201 Broadway, Suite 705 

Oakland, CA 94612 
 Attn: Chris
Ehrlich 
 Email: chrisbehrlich@gmail.com 

in each case, with copies to: 

Ledgewood, PC 
 2001 Market
Street, Suite 3400 
 Philadelphia, Pennsylvania 19103 

Attn: Mark Rosenstein 
 Fax No.:
(215) 735-2513 
 Email: mrosenstein@ledgewood.com 

and 
 Cantor Fitzgerald &
Co. 
 110 East 59th Street 

New York, New York 10022 
 Attn:
General Counsel 
 and 

Ellenoff Grossman & Schole LLP 

1345 Avenue of the Americas 
 New
York, NY 10105 
 Attn.: Stuart Neuhauser 

(f)    Each of the Company and the Trustee 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. The Trustee acknowledges and agrees that it shall not make any claims or proceed against the Trust Account, including by way of set-off, and shall not be entitled to any funds in the Trust Account under any circumstance. 

(g)    This Agreement is the joint product of the Trustee and the Company and each provision hereof has been subject to
the mutual consultation, negotiation and agreement of such parties and shall not be construed for or against any party hereto. 












 (i)    This Agreement may be executed in any number of counterparts,
each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same instrument. Delivery of a signed counterpart of this Agreement by facsimile or electronic transmission shall constitute valid and
sufficient delivery thereof. 
 (j)    Each of the Company and the Trustee hereby acknowledges and agrees that Cantor
Fitzgerald & Co., on behalf of the Underwriters, is a third party beneficiary of this Agreement. 

(k)    Except as specified herein, no party to this Agreement may assign its rights or delegate its obligations hereunder
to any other person or entity without the written consent of the other party. 
 [Signature Page Follows] 












 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:	 	 /s/ Francis Wolf

		 	Name: Francis Wolf
		 	Title: Vice President
	
	Phoenix Biotech Acquisition Corp.
		
	By:	 	 /s/ Chris Ehrlich

		 	Name: Chris Ehrlich
		 	Title: Chief Executive Officer


 [Signature Page to the Investment Management Trust Agreement] 












 SCHEDULE A 
  

							
	Fee Item	  	Time and method of payment	  	Amount	 
	 Initial acceptance fee
	  	Initial closing of IPO by wire transfer	  	$	3,500.00	 
	 Annual fee
	  	First year, initial closing of IPO by wire transfer; thereafter on the anniversary of the effective date of the IPO by wire transfer or check	  	$	10,000.00	 
	 Transaction processing fee for disbursements to Company under Section 1
	  	Billed to Company following disbursement made to Company under Section 1	  	$	250.00	 
	 Paying Agent services as required pursuant to Section 1
	  	Billed to Company upon delivery of service Prevailing rates pursuant to Section 1	  			













 EXHIBIT A 

[Letterhead of Company] 
 [Insert date] 

Continental Stock Transfer & Trust Company 
 1 State
Street, 30th Floor 
 New York, New York 10004 
 Attn: Francis
Wolf and Celeste Gonzalez 
 Re: Trust Account – Termination Letter 

Dear Mr. Wolf and Ms. Gonzalez: 

Pursuant to Section 1(i) of the Investment Management Trust Agreement between Phoenix Biotech Acquisition Corp. (the
“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of [            ]
(“TrustAgreement”), 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 seventy-two (72) hours in advance of the actual date of the consummation of the Business Combination
(“Consummation Date”). Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. 

In accordance with the terms of the Trust Agreement, we hereby authorize you to commence to liquidate all of the assets of the Trust Account
and to transfer the proceeds into the trust operating account at JPMorgan Chase Bank, N.A. so 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 operating account at JPMorgan Chase Bank, N.A. 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, or will be consummated concurrently with your transfer of funds to the accounts as directed by the Company (the “Notification”) and (ii) the Company shall deliver to you (a) a certificate by the
Chief Executive Officer or President, which verifies that the Business Combination has been approved by a vote of the Company’s stockholders, if a vote is held, and (b) a joint written instruction signed by the Company and the
Representative with respect to the transfer of the funds held in the Trust Account, including payment of the Deferred Discount from the Trust Account (the “Instruction Letter”). You are hereby directed and authorized to
transfer the funds held in the Trust Account immediately upon your receipt of the Notification 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 in writing of the same and the Company shall direct you as to whether such funds should remain in the Trust Account and be distributed after the Consummation Date to
the Company. Upon the distribution of all the funds from the Trust Account, your obligations under the Trust Agreement shall be terminated. 












 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 Section 1(c) of the Trust Agreement on the business day immediately following the Consummation Date as set forth in the notice as soon thereafter as possible. 

 

			
	Very truly yours,
	
	Phoenix Biotech Acquisition Corp.
		
	By:	 	  

		 	Name:
		 	Title:


 AGREED TO AND 

ACKNOWLEDGED BY 
  

			
	CANTOR FITZGERALD & CO.
		
	By:	 	  














 EXHIBIT B 

[Letterhead of Company] 
 [Insert date] 

Continental Stock Transfer & Trust Company 
 1 State
Street, 30th Floor 
 New York, New York 10004 
 Attn: Francis
Wolf and Celeste Gonzalez 
 Re: Trust Account – Termination Letter 

Dear Mr. Wolf and Ms. Gonzalez: 

Pursuant to Section 1(i) of the Investment Management Trust Agreement between Phoenix Biotech Acquisition Corp.
(“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of [            ] (“Trust
Agreement”), this is to advise you that [the Company’s board of director has approved and commenced with the liquidation and dissolution of the Company] [the Company has been unable to effect a business combination with a Target
Business within the time frame specified in Section 1(i) of the Trust Agreement]. Capitalized terms used but not defined herein 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 of the assets in the Trust Account and to
transfer the total proceeds into the trust operating account at JPMorgan Chase Bank, N.A. to await distribution to the Public Stockholders. The Company has selected [    ], 202    , as the effective date for
the purpose of determining when the Public Stockholders will be entitled to receive their share of the liquidation proceeds. In your capacity as Paying Agent, we hereby direct you to distribute said funds directly to the Company’s Public
Stockholders in accordance with the terms of the Trust Agreement and the Amended and Restated Certificate of Incorporation of the Company as in effect at the time of such distribution. Upon the distribution of all funds in the Trust Account, your
obligations under the Trust Agreement shall be terminated, except to the extent otherwise provided in Section 1(j) of the Trust Agreement. 
  

			
	Very truly yours,
	
	Phoenix Biotech Acquisition Corp.
		
	By:	 	  

		 	Name:
		 	Title:


 cc: Cantor Fitzgerald & Co. 












 EXHIBIT C 

[Letterhead of Company] 
 [Insert date] 

Continental Stock Transfer & Trust Company 
 1 State
Street, 30th Floor 
 New York, New York 10004 
 Attn: Francis
Wolf and Celeste Gonzalez 
 Re: Trust Account – Withdrawal Instruction 

Dear Mr. Wolf and Ms. Gonzalez: 

Pursuant to Section 1(j) of the Investment Management Trust Agreement between Phoenix Biotech Acquisition Corp.
(“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of [            ]
(“TrustAgreement”), the Company hereby requests that you deliver to the Company $             of the interest income earned on the Property as of the date hereof.
Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. 
 The Company needs such funds [to
pay for the tax obligations as set forth on the attached tax return or tax statement] [in connection with its dissolution [upon the expiration of the 15 month period following completion of the Offering] [prior to Termination Date]]. 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] 
  

			
	Very truly yours,
	
	Phoenix Biotech Acquisition Corp.
		
	By:	 	  

		 	Name:
		 	Title:


 cc: Cantor Fitzgerald & Co. 












 EXHIBIT D 

[Letterhead of Company] 

[Insert date] 
 Continental Stock
Transfer & Trust Company 
 1 State Street, 30th Floor 

New York, New York 10004 
 Attn: Francis Wolf & Celeste
Gonzalez 
 Re:    Trust Account Stockholder Redemption Withdrawal Instruction 

Dear Mr. Wolf and Ms. Gonzalez: 

Pursuant to Section 1(j) of the Investment Management Trust Agreement between Phoenix Biotech Acquisition Corp.
(“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of [            ] (“Trust
Agreement”), the Company hereby requests that you liquidate sufficient amounts from the trust account and deliver to the redeeming Public Stockholders of the Company
$             of the principal and interest income earned on the Property as of the date hereof to a segregated account held by you on behalf of the Beneficiaries. Capitalized terms used
but not defined herein shall have the meanings set forth in the Trust Agreement. 
 The Company needs such funds to pay its Public
Stockholders who have properly elected to have their shares of Common Stock redeemed by the Company in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation to modify the
substance or timing of the Company’s obligation to redeem 100% of its public shares of Common Stock if the Company has not consummated an initial Business Combination within such time as is described in Section 1(i) of
the Trust Agreement. As such, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to a segregated account held by you on behalf of the Beneficiaries. 

 

			
	Very truly yours,
	
	Phoenix Biotech Acquisition Corp.
		
	By:  	 	  

		 	Name:
		 	Title:


 cc: Cantor Fitzgerald & Co.