Christopher B. Ehrlich - 05 Oct 2021 Form 3 Insider Report for PHOENIX BIOTECH ACQUISITION CORP. (CERO)

Footnote F1

These shares are held directly by the issuer's sponsor, Phoenix Biotech Sponsor, LLC (the "Sponsor") and underlie 663,263 units of the issuer that this entity irrevocably committed to purchase.

Footnote F2

These shares are held directly by the Sponsor, which managed by the reporting person. As a result, all of the shares may be deemed to be beneficially held by the reporting person. The reporting person disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for any other purpose.

Footnote F3

The Class B shares will automatically convert into Class A shares at the time of the issuer's initial business combination on a one-for-one basis, subject to certain adjustments described in the issuer's charter documents and have no expiration date.

Footnote F4

The shares of Class B common stock include up to 592,875 shares that are subject to forfeiture in the event the underwriters of the issuer's initial public offering do not exercise in full their over-allotment option.

Footnote F5

The warrants will become exercisable at the later of 30 days after the consummation of the issuer's initial business combination or 12 months from the completion of the issuer's initial public offering.

Footnote F6

The warrants will expire five years after the consummation of the issuer's initial business combination or earlier upon redemption of all of the issuer's outstanding Class A common shares or the issuer's liquidation.

Footnote F7

These warrants are held directly by Phoenix Biotech Sponsor, LLC and underlie 663,263 units of the issuer that this entity irrevocably committed to purchase.