Contract analysis

Section 1.1 — Definitions. As used in this Agreement, the following terms shall have the meanings set forth below: "Affiliate" means, with respect to any specified person, any other person that directly or indirectly through one or more intermediaries controls, or is controlled by, or is under common control with, such specified person. For the purposes of this definition, "control" (including, with correlative meani

ARTICLE 2 — WARRANTS AND WARRANT CERTIFICATES

Section 2.1 — Form of Warrant Certificate. The Warrant Certificates shall be in registered form only and shall be substantially in the form set forth in Exhibit A attached hereto. The Warrant Certificates shall be dated as of the date of countersignature by the Warrant Agent and may include such other terms and conditions as the Company may deem necessary or appropriate, provided that such terms and conditions are no

Section 2.2 — Execution of Warrant Certificates. Warrant Certificates shall be signed on behalf of the Company by its Chairman and Chief Executive Officer, Marco A. Pellegrino, or its President and Chief Financial Officer, Daniella R. Pellegrino, by manual or facsimile signature, and shall be attested by the Secretary or an Assistant Secretary of the Company. Each Warrant Certificate shall be countersigned by the War

Section 2.3 — Issuance of Warrants. (a) On the IPO Closing Date, the Company shall issue up to 7,500,000 Public Warrants as components of 15,000,000 Units. Each Unit shall include one-half (1/2) of one Public Warrant. Only whole Warrants shall be exercisable; no fractional Warrants shall be exercisable or constitute valid Warrant Certificates. For the avoidance of doubt, a holder of Units must hold an even number of

Section 2.4 — Countersignature and Registration. (a) The Warrant Agent shall, upon receipt of Warrant Certificates duly executed by the Company, countersign and deliver such Warrant Certificates in accordance with the written instructions of the Company. No Warrant Certificate shall be valid or exercisable for any purpose until it shall have been countersigned by the Warrant Agent. (b) The Warrant Agent shall maintai

Section 2.5 — Transfers and Exchanges of Warrants. (a) Subject to applicable law, the Warrants may be transferred or exchanged in accordance with this Section 2.5 and such reasonable procedures as the Warrant Agent may from time to time establish. Subject to compliance with all applicable securities laws and the transfer restrictions set forth herein and in the Registration Statement, a transfer of Warrants and the r

Section 2.6 — Fractional Warrants. The Company shall not issue fractional Warrants. If, upon the detachment of the Warrants from the Units or upon any other event, a holder would be entitled to receive a fractional Warrant, the number of Warrants issued to such holder shall be rounded down to the nearest whole number, and such holder shall not receive any cash, securities, or other property in lieu of such fractional

Section 2.7 — Trading of Warrants. (a) The Public Warrants shall initially trade only as a component of the Units under the ticker symbol "PHAU" on Nasdaq. Prior to the Detachability Date, no Public Warrant may be separately traded, transferred, or exercised apart from its corresponding Unit. (b) On and after the Detachability Date, the Public Warrants shall be separately tradeable on Nasdaq under the ticker symbol "

ARTICLE 3 — TERMS AND EXERCISE OF WARRANTS

Section 3.1 — Exercise Price. Each whole Warrant entitles the registered holder thereof to purchase one (1) share of Class A Common Stock at a price of $11.50 per share (the "Exercise Price" or "Warrant Price"), subject to adjustment as set forth in Article 5 of this Agreement. No fractional shares of Class A Common Stock shall be issued upon the exercise of any Warrant. If, upon the exercise of Warrants, a holder wo

Section 3.2 — Duration of Warrants / Exercise Period. (a) The Warrants shall become exercisable commencing on the later of (i) thirty (30) days after the completion of a Business Combination and (ii) twelve (12) months after the IPO Closing Date (i.e., January 24, 2023). No Warrant shall be exercisable, and the Company shall not be obligated to issue shares of Class A Common Stock upon exercise of any Warrant, prior

Section 3.3 — Exercise Procedures. (a) Subject to the provisions of this Agreement, a Warrant may be exercised by the registered holder thereof during the Exercise Period by delivering to the Warrant Agent at its corporate office or at the office of its agent: (i) the Warrant Certificate evidencing the Warrants to be exercised (if the Warrants are in certificated form), or, in the case of Warrants held in book-entry

Section 3.4 — Valid Issuance of Class A Common Stock. All shares of Class A Common Stock issued upon the proper exercise of Warrants in conformity with this Agreement shall be validly issued, fully paid, and non-assessable. The Company shall pay all documentary stamp taxes, if any, attributable to the issuance of shares of Class A Common Stock upon exercise of the Warrants; provided, however, that the Company shall n

Section 3.5 — No Rights as Stockholder. No Warrant holder, solely by virtue of holding or having a beneficial interest in a Warrant, shall be entitled to vote or receive dividends or be deemed the holder of shares of capital stock of the Company for any purpose, nor shall anything contained in this Agreement be construed to confer upon any Warrant holder, as such, any of the rights of a stockholder of the Company or

Section 3.6 — No Obligation to Net Cash Settle. In no event shall the Company be obligated to pay any Warrant holder cash in connection with the exercise of Warrants, and the Company shall have no obligation to settle any Warrant for cash. If the Company is unable to deliver shares of Class A Common Stock to the holder upon exercise of a Warrant because a registration statement covering the issuance of shares upon ex

Section 3.7 — Cashless Exercise.

Section 3.7.1 — Public Warrants. If a registration statement covering the issuance of the shares of Class A Common Stock issuable upon exercise of the Public Warrants is not effective by the sixtieth (60th) business day following the completion of a Business Combination, holders of Public Warrants who exercise their Public Warrants after such sixtieth (60th) business day shall be entitled to do so on a "cashless basi

Section 3.7.2 — Private Placement Warrants. The Private Placement Warrants may be exercised on a cashless basis at any time during the Exercise Period, whether or not a registration statement covering the shares of Class A Common Stock issuable upon exercise of such Private Placement Warrants is effective, using the same formula as set forth in Section 3.7.1. The holders of Private Placement Warrants shall not be req

Section 3.7.3 — Cashless Exercise in Connection with Redemption. If the Company calls the Public Warrants for redemption pursuant to Section 6.2 (redemption when the Class A Common Stock price equals or exceeds $10.00 per share), holders of Public Warrants who elect not to have their Warrants redeemed shall be entitled to exercise such Warrants on a cashless basis prior to the redemption date. In such event, each hol

ARTICLE 4 — REGISTRATION AND RESERVATION OF SHARES

Section 4.1 — Registration of Class A Common Stock. The Company agrees that, as soon as practicable, but in no event later than sixty (60) business days after the completion of a Business Combination, it shall use its best efforts to file with the SEC a registration statement (which may be a registration statement on Form S-1 or, if available, on Form S-3) for the registration, under the Securities Act, of the shares

Section 4.2 — Reservation of Shares. The Company covenants that it shall at all times reserve and keep available, out of the aggregate of its authorized but unissued shares of Class A Common Stock, such number of shares of Class A Common Stock as shall be sufficient to permit the exercise in full of all outstanding Warrants. As of the IPO Closing Date, assuming the base deal only (without exercise of the Over-Allotme

Section 4.3 — Listing of Shares. The Company shall use its best efforts to cause all shares of Class A Common Stock issuable upon exercise of the Warrants to be listed on Nasdaq or such other national securities exchange on which the Class A Common Stock is then listed prior to the date on which any Warrant becomes exercisable. The Company shall provide to the Warrant Agent evidence of such listing upon request. If,

ARTICLE 5 — ANTI-DILUTION ADJUSTMENTS

Section 5.1 — Stock Dividends, Subdivisions, and Combinations. If the number of outstanding shares of Class A Common Stock is increased by a stock dividend payable in shares of Class A Common Stock, or by a subdivision or other split-up of shares of Class A Common Stock, then, on the effective date of such stock dividend, subdivision, or split-up, the number of shares of Class A Common Stock issuable upon exercise of

Section 5.2 — Aggregation of Shares. If the outstanding shares of Class A Common Stock are reclassified, consolidated, or exchanged for a lesser number of shares of Class A Common Stock (other than a reverse stock split described in Section 5.1), the Exercise Price shall be proportionately increased and the number of shares of Class A Common Stock issuable upon exercise of each Warrant shall be proportionately decrea

Section 5.3 — Extraordinary Dividends. If the Company shall, at any time while the Warrants are outstanding, declare or make any dividend or distribution (whether in cash, property, or securities) to holders of Class A Common Stock other than (a) an Ordinary Cash Dividend, (b) dividends or distributions payable in shares of Class A Common Stock (which shall be addressed under Section 5.1), or (c) dividends or distrib

Section 5.4 — Issuance of Additional Shares of Class A Common Stock. If the Company, at any time while the Warrants are outstanding, issues additional shares of Class A Common Stock or equity-linked securities (including, without limitation, convertible securities, options, warrants, or similar rights) for capital-raising purposes in connection with the closing of a Business Combination at a Newly Issued Price (as de

Section 5.5 — Recapitalization, Reclassification, and Reorganization. In the event of any capital reorganization of the Company, or any reclassification of the Class A Common Stock (other than a reclassification addressed by Section 5.1 or Section 5.2), or in case of any consolidation or merger of the Company with or into another corporation (other than a consolidation or merger in which the Company is the continuing

Section 5.6 — Notices of Changes in Exercise Price. Whenever the Exercise Price or the number of shares of Class A Common Stock issuable upon exercise of the Warrants is adjusted pursuant to this Article 5, the Company shall: (a) promptly prepare and deliver to the Warrant Agent a certificate setting forth the adjusted Exercise Price and the number of shares of Class A Common Stock issuable upon exercise of each Warr

Section 5.7 — No Adjustment for Issuance of Class A Common Stock on Exercise. No adjustment to the Exercise Price or the number of shares of Class A Common Stock issuable upon exercise of the Warrants shall be made as a result of or in connection with the issuance of shares of Class A Common Stock upon the exercise of Warrants in accordance with this Agreement.

Section 5.8 — Form of Warrant After Adjustment. After any adjustment made pursuant to this Article 5, the form of the Warrant Certificate need not be changed, but Warrant Certificates issued after such adjustment may state the adjusted Exercise Price and the adjusted number of shares of Class A Common Stock issuable upon exercise. The Company may, at any time in its sole discretion, make any change of form that it ma

ARTICLE 6 — REDEMPTION OF WARRANTS

Section 6.1 — Redemption of Public Warrants for Cash When Price Equals or Exceeds $18.00 Per Share. (a) Subject to the provisions of this Section 6.1, the Company may, at any time during the Exercise Period, redeem the outstanding Public Warrants (and only the Public Warrants; for the avoidance of doubt, not the Private Placement Warrants so long as they are held by the Sponsor or its Permitted Transferees): (i) in w

Section 6.2 — Redemption of Public Warrants for Cash When Price Equals or Exceeds $10.00 Per Share. (a) Subject to the provisions of this Section 6.2, the Company may, at any time during the Exercise Period, redeem the outstanding Public Warrants (and only the Public Warrants; for the avoidance of doubt, not the Private Placement Warrants so long as they are held by the Sponsor or its Permitted Transferees): (i) in w

Section 6.3 — Non-Redeemability of Private Placement Warrants. The Private Placement Warrants are not redeemable by the Company pursuant to Section 6.1 or Section 6.2 so long as they are held by the Sponsor or any Permitted Transferees (as defined in Section 7.4). If and to the extent that any Private Placement Warrant ceases to be held by the Sponsor or a Permitted Transferee and is held by a person other than the S

Section 6.4 — Procedures for Redemption. (a) In the event the Company elects to redeem the Public Warrants pursuant to Section 6.1 or Section 6.2, notice of redemption (the "Redemption Notice") shall be mailed by the Warrant Agent, by first-class mail, postage prepaid, to each registered holder of Public Warrants at such holder's last address as it appears on the Warrant Register. The Redemption Notice shall also be

ARTICLE 7 — PRIVATE PLACEMENT WARRANTS

Section 7.1 — Terms of Private Placement Warrants. The Private Placement Warrants shall be identical to the Public Warrants in all respects except as otherwise set forth in this Article 7. Each Private Placement Warrant entitles the registered holder thereof to purchase one (1) share of Class A Common Stock at the Exercise Price, subject to adjustment as set forth in Article 5. The Exercise Period for the Private Pla

Section 7.2 — Non-Redeemability. As more fully described in Section 6.3, the Private Placement Warrants are not redeemable by the Company pursuant to Section 6.1 or Section 6.2 so long as they are held by the Sponsor or any Permitted Transferees. In the event that a Private Placement Warrant is transferred to a person other than a Permitted Transferee, such Private Placement Warrant shall be treated as a Public Warra

Section 7.3 — Cashless Exercise Right. The Private Placement Warrants may be exercised on a cashless basis at any time during the Exercise Period, whether or not a registration statement covering the shares of Class A Common Stock issuable upon exercise thereof is effective under the Securities Act, using the formula set forth in Section 3.7.2. This cashless exercise right shall apply so long as the Private Placement

Section 7.4 — Transfer Restrictions. (a) The Private Placement Warrants and the shares of Class A Common Stock issuable upon exercise thereof are subject to the transfer restrictions set forth in that certain Letter Agreement, dated as of January 19, 2022, by and among the Company, the Sponsor, and the Company's officers and directors (the "Letter Agreement"). The Private Placement Warrants shall not be transferable,

Section 7.5 — Legend. Each Warrant Certificate (or book-entry position maintained on the records of DTC or its participants) representing Private Placement Warrants shall bear (or be subject to) a legend substantially in the form set forth in Exhibit B attached hereto, indicating the transfer restrictions applicable to such Private Placement Warrants. In addition, Warrant Certificates representing Private Placement W

ARTICLE 8 — CONCERNING THE WARRANT AGENT

Section 8.1 — Appointment and Acceptance. The Company hereby appoints Keymark Transfer Services LLC as Warrant Agent for the Warrants, and the Warrant Agent hereby accepts such appointment and agrees to perform the duties and obligations set forth in this Agreement, subject to the terms and conditions hereof. The Warrant Agent shall act solely as agent for the Company in connection with the issuance, registration, tr

Section 8.2 — Compensation and Expenses. The Company agrees to pay the Warrant Agent reasonable compensation for all services rendered by the Warrant Agent in the execution and administration of this Agreement, as set forth in a separate fee schedule agreed upon by the Company and the Warrant Agent. In addition, the Company shall reimburse the Warrant Agent for all reasonable out-of-pocket expenses incurred by the Wa

Section 8.3 — Limitation on Liability. The Warrant Agent shall not be liable for any action taken, suffered, or omitted to be taken by it in good faith and reasonably believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement, and shall not be liable for any action taken, suffered, or omitted by it in good faith and in accordance with the opinion or advice of coun