Contract analysis

Section 1.1 — Definitions. As used in this Agreement, the following terms shall have the meanings set forth below. Capitalized terms used but not otherwise defined in this Agreement shall have the meanings ascribed to them in the Warrant Agreement or the Trust Agreement, as applicable. "Additional Private Placement Warrants" means up to 825,000 additional Private Placement Warrants purchasable by the Purchaser in the

Section 1.2 — Construction. For purposes of this Agreement, except as otherwise expressly provided herein or unless the context otherwise requires: (a) the meaning assigned to each term defined herein shall be equally applicable to both the singular and the plural forms of such term; (b) the words "herein," "hereof," "hereunder," and "herewith" and words of similar import shall, unless otherwise stated, be construed

ARTICLE II — SALE AND PURCHASE OF PRIVATE PLACEMENT WARRANTS

Section 2.1 — Purchase and Sale at IPO Closing. On the terms and subject to the conditions set forth in this Agreement, the Company agrees to issue and sell to the Purchaser, and the Purchaser agrees to purchase from the Company, 5,500,000 Private Placement Warrants at a purchase price of $1.00 per Private Placement Warrant, for an aggregate purchase price of $5,500,000 (the "IPO Closing Purchase Price"). The purchas

Section 2.2 — Additional Private Placement Warrants (Over-Allotment). (a) In the event that the Underwriters exercise the Over-Allotment Option, in whole or in part, the Purchaser agrees to purchase from the Company, and the Company agrees to sell to the Purchaser, Additional Private Placement Warrants at a purchase price of $1.00 per Additional Private Placement Warrant. (b) If the Over-Allotment Option is exercised

Section 2.3 — Deposit of Proceeds into Trust Account. (a) The Purchase Price for all Private Placement Warrants (including any Additional Private Placement Warrants) shall be deposited in the Trust Account at Atlantic Seaboard Trust Company, N.A. and held and administered in accordance with the terms of the Trust Agreement. (b) At the IPO Closing, $5,500,000 in Private Placement Warrant proceeds shall be deposited in

Section 2.4 — Use of Proceeds. (a) The proceeds from the sale of the Private Placement Warrants (including any Additional Private Placement Warrants), together with the net proceeds from the IPO, shall be deposited in the Trust Account and held and administered in accordance with the Trust Agreement. No amounts held in the Trust Account shall be released therefrom, and no distributions shall be made from the Trust Ac

ARTICLE III — TERMS OF PRIVATE PLACEMENT WARRANTS

Section 3.1 — Exercise Terms. (a) Each Private Placement Warrant entitles the holder thereof to purchase one (1) share of Class A Common Stock at an exercise price of $11.50 per share (the "Exercise Price"), subject to adjustment as set forth in the Warrant Agreement. The Exercise Price and the number of shares of Class A Common Stock issuable upon exercise of each Private Placement Warrant are subject to adjustment

Section 3.2 — Identical to Public Warrants (with Exceptions). The Private Placement Warrants shall be identical in form and substance to the Public Warrants included in the Units sold in the IPO (consisting of 7,500,000 whole Public Warrants at the initial closing, and up to an additional 1,125,000 whole Public Warrants upon full exercise of the Over-Allotment Option), except as follows: (a) Non-Redemption. The Priva

Section 3.3 — Reference to Warrant Agreement. The Private Placement Warrants shall be subject in all respects to the terms and conditions set forth in the Warrant Agreement dated January 19, 2022, by and between the Company and Keymark Transfer Services LLC, as warrant agent, including, without limitation, all provisions regarding anti-dilution adjustments, exercise procedures, exchange, replacement of lost or damage

Section 3.4 — No Registration. (a) The Purchaser acknowledges and agrees that the Private Placement Warrants and the shares of Class A Common Stock issuable upon exercise thereof (collectively, the "Private Placement Securities") have not been registered under the Securities Act or the securities laws of any state or other jurisdiction, and are being sold and issued in reliance on the exemption from registration prov

ARTICLE IV — REPRESENTATIONS AND WARRANTIES OF THE COMPANY The Company hereby represents and warrants to the Purchaser as follows, as of the date of this Agreement and as of the IPO Closing Date (and, with respect to the Additional Private Placement Warrants, as of the Over-Allotment Closing Date):

Section 4.1 — Organization and Good Standing. The Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware. The Company was incorporated on September 30, 2021, and is on file with the Delaware Secretary of State under File No. 6148293. The Company's registered agent in the State of Delaware is National Registered Agents of Delaware, Inc., located at 1209

Section 4.2 — Authorization. The execution, delivery, and performance of this Agreement by the Company, and the consummation of the transactions contemplated hereby, have been duly and validly authorized by all necessary corporate action on the part of the Company, including, without limitation, the approval of the Company's board of directors. No other corporate action or proceeding on the part of the Company is nec

Section 4.3 — Valid Issuance. The Private Placement Warrants, when issued, sold, and delivered to the Purchaser in accordance with the terms of this Agreement and the Warrant Agreement and for the consideration set forth herein, will be validly issued and will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms (subject to the Enforceability Exceptio

Section 4.4 — No Conflicts. The execution, delivery, and performance of this Agreement by the Company and the issuance and sale of the Private Placement Warrants hereunder do not and will not (a) conflict with, or result in a violation or breach of, any provision of the Amended and Restated Certificate of Incorporation or the bylaws of the Company, (b) conflict with, or result in a violation or breach of, or constitu

Section 4.5 — SEC Filings. The Registration Statement on Form S-1 (File No. 333-260847) has been filed with the SEC and was declared effective by the SEC on January 14, 2022. The Company has complied in all material respects with the Securities Act and the rules and regulations of the SEC in connection with the preparation, filing, and effectiveness of the Registration Statement. As of its effective date, the Registr

Section 4.6 — Trust Account. The Trust Account has been established at Atlantic Seaboard Trust Company, N.A. pursuant to the Trust Agreement for the benefit of the holders of the shares of Class A Common Stock issued in the IPO (the "public stockholders"). The Trust Agreement is in full force and effect and constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with i

Section 4.7 — Listing. The Company has applied to have its Units (trading under the ticker symbol "PHAU"), shares of Class A Common Stock (trading under the ticker symbol "PHA"), and Warrants (trading under the ticker symbol "PHAW") listed for trading on the Nasdaq Stock Market. The Company has received approval for listing from Nasdaq, subject to official notice of issuance and satisfaction of all applicable listing

ARTICLE V — REPRESENTATIONS AND WARRANTIES OF THE PURCHASER The Purchaser hereby represents and warrants to the Company as follows, as of the date of this Agreement and as of the IPO Closing Date (and, with respect to the Additional Private Placement Warrants, as of the Over-Allotment Closing Date):

Section 5.1 — Organization and Good Standing. The Purchaser is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware, with Employer Identification Number 65-1084273. The Purchaser is registered to do business in the State of Florida and is in good standing in such state. The Purchaser's principal office is located at 1440 Gulf Shore Boulevard North,

Section 5.2 — Authorization. The execution, delivery, and performance of this Agreement by the Purchaser, and the consummation of the transactions contemplated hereby, including the purchase of the Private Placement Warrants, have been duly and validly authorized by all necessary limited liability company action on the part of the Purchaser. Marco A. Pellegrino, in his capacity as Managing Member and Founder of the P

Section 5.3 — Investment Intent / Accredited Investor Status. (a) The Purchaser is acquiring the Private Placement Warrants for its own account, for investment purposes only, and not with a view to, or for sale in connection with, any distribution thereof in violation of the Securities Act or any applicable state securities laws. The Purchaser does not presently have any agreement, plan, or understanding, directly or

Section 5.4 — Restricted Securities. The Purchaser understands and acknowledges that the Private Placement Warrants and the shares of Class A Common Stock issuable upon exercise thereof are "restricted securities" within the meaning of Rule 144 promulgated under the Securities Act and that such securities have not been and will not be registered under the Securities Act or the securities laws of any state. The Purcha

Section 5.5 — Access to Information. The Purchaser has had the opportunity to ask questions of, and receive answers from, the officers and directors of the Company regarding the Company and the terms and conditions of the offering of the Private Placement Warrants. The Purchaser has had access to, and has reviewed, the Registration Statement (including all amendments thereto) and the prospectus included therein, and

Section 5.6 — No General Solicitation. The Purchaser's acquisition of the Private Placement Warrants does not involve any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D promulgated under the Securities Act. Neither the Purchaser nor any of its Affiliates, nor any Person acting on its or their behalf, has engaged in any form of general solicitation or general adve

Section 5.7 — Sufficient Funds. The Purchaser has, and at each applicable closing will have, sufficient funds available to consummate the transactions contemplated by this Agreement, including to pay the aggregate Purchase Price of $5,500,000 at the IPO Closing and up to an additional $825,000 at the Over-Allotment Closing (if applicable). The Purchaser has the financial capacity to consummate the transactions contem

Section 6.1 — Transfer Restrictions. (a) The Purchaser covenants and agrees that the Private Placement Warrants and the shares of Class A Common Stock issuable upon exercise thereof shall not be transferable, assignable, salable, pledgable, or otherwise disposable (whether voluntarily, involuntarily, or by operation of law) until thirty (30) days after the completion of an initial Business Combination by the Company

Section 6.2 — Lock-Up. The Purchaser agrees to be bound by, and to comply with, the lock-up and transfer restrictions set forth in the Letter Agreement (Insider Letter) dated January 19, 2022, by and among the Company, the Purchaser, and each of the Company's officers and directors, as if such provisions were set forth in their entirety herein. Without limiting the generality of the foregoing, the Purchaser acknowled

Section 6.3 — Voting Agreement. The Purchaser agrees that, with respect to any shares of Class A Common Stock acquired upon exercise of the Private Placement Warrants (or otherwise acquired by the Purchaser), the Purchaser shall vote such shares, and shall cause any Permitted Transferee holding such shares to vote such shares, in accordance with the terms and conditions of the Letter Agreement, including, without lim

Section 6.4 — No Redemption from Trust. (a) The Purchaser acknowledges and agrees that the Private Placement Warrants and the shares of Class A Common Stock issuable upon exercise thereof shall have no right to any liquidation distributions from the Trust Account in the event that the Company fails to consummate an initial Business Combination within the time period specified in the Amended and Restated Certificate o

Section 6.5 — Legending. The Company shall cause each certificate representing the Private Placement Warrants, and each certificate or book-entry position representing shares of Class A Common Stock issued upon exercise of the Private Placement Warrants, to bear the restrictive legend substantially in the form set forth in Exhibit B attached hereto. Such legend shall reference the restrictions on transfer under the S

Section 6.6 — Registration Rights. The Purchaser acknowledges that it is a party to the Registration Rights Agreement dated January 19, 2022, by and among the Company, the Purchaser, and certain initial security holders of the Company, including Marco A. Pellegrino, Daniella R. Pellegrino, Vincent Abruzzi, Constance Liu-Harmon, Dr. Rafael Espinosa, and Judith Anne Sorrento (collectively, the "Holders"). The Registrat

ARTICLE VII — CONDITIONS TO CLOSING

Section 7.1 — Conditions to the Company's Obligations. The obligations of the Company to issue and sell the Private Placement Warrants to the Purchaser at the IPO Closing (and, if applicable, the Over-Allotment Closing) are subject to the satisfaction or waiver of each of the following conditions precedent: (a) The representations and warranties of the Purchaser set forth in Article V hereof shall be true and correct

Section 7.2 — Conditions to the Purchaser's Obligations. The obligations of the Purchaser to purchase the Private Placement Warrants from the Company at the IPO Closing (and, if applicable, the Over-Allotment Closing) are subject to the satisfaction or waiver of each of the following conditions precedent: (a) The representations and warranties of the Company set forth in Article IV hereof shall be true and correct in

Section 8.1 — Termination Events. This Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time prior to the IPO Closing: (a) by the mutual written consent of the Company and the Purchaser; (b) by either the Company or the Purchaser, by written notice to the other party, if the IPO Closing has not occurred on or prior to March 31, 2022; provided, however, that the right to ter