Contract analysis

1. Engagement and Scope of Representation Calderwood & Harkness LLP is pleased to confirm our engagement by Pellegrino Capital Group LLC to serve as issuer's counsel in connection with the following matters: (a) Formation and Organization of SPAC. The formation and organization of a special purpose acquisition company to be organized as a corporation under the laws of the State of Delaware under the name Pellegrino H

2. Engagement Team The following attorneys will be principally responsible for this engagement and will serve as your primary points of contact: Theodore Langston, Partner — Mr. Langston will serve as the Responsible Partner for this engagement. He will have overall supervisory responsibility for the representation and will be your principal point of contact for all strategic and substantive legal matters arising in

3. Fees and Billing Rates 3.1 Hourly Rates Fees for our professional services will be charged on an hourly basis at the following current standard rates for the identified timekeepers: Rates for any other attorneys or professional staff of the Firm who may work on this matter from time to time will be charged at their then-current standard hourly rates, which vary depending on the seniority and experience of the indi

4. Retainer PCG agrees to pay an advance retainer in the amount of One Hundred Thousand Dollars ($100,000) (the "Retainer") upon execution of this engagement letter. The Retainer shall be remitted by wire transfer of immediately available funds to the Firm's client trust account, the details of which will be provided under separate cover. We ask that you contact Ms. St. Claire or Mr. Langston to obtain wire instructi

5. Disbursements and Expenses In addition to the legal fees described in Section 3 above, PCG will be responsible for the payment of all reasonable out-of-pocket expenses and disbursements incurred by the Firm in connection with this engagement. Such expenses and disbursements include, but are not limited to, the following: (a) SEC filing fees, including fees payable in connection with the filing of the Registration

6. Scope Limitations This engagement is limited exclusively to the matters described in Section 1 of this engagement letter. PCG and PHAC should be aware of the following important limitations on the scope of our representation: (a) Tax Advice. We are not engaged to provide tax advice of any kind in connection with this engagement, including advice regarding federal, state, local, or foreign income tax, franchise tax

7. Client Identity and Joint Representation Our clients in this engagement are Pellegrino Capital Group LLC and Pellegrino Hospitality Acquisition Corp. (upon its formation and incorporation under the laws of the State of Delaware). We emphasize the following important points regarding the identity of our clients and the nature of the joint representation: (a) No Individual Representation. We do not represent any ind

8. Conflicts of Interest We have conducted a conflicts check based on the information currently available to us and are not presently aware of any conflict of interest that would preclude our undertaking this engagement. However, PCG should be aware of the following: Calderwood & Harkness LLP is a large, multi-office law firm with a diverse client base. The Firm currently represents, and expects to continue to repres

9. Confidentiality We will treat all information received from PCG and PHAC in connection with this engagement as confidential, in accordance with our professional obligations under the applicable rules of professional conduct. We will not disclose such confidential information to any third party without the prior consent of PCG, except as follows: (a) as required by applicable law, regulation, court order, or subpoe

10. Document Retention Upon the conclusion of this matter, the Firm will retain engagement files — including internal work product, correspondence, and copies of documents generated or received in connection with the engagement — in accordance with the Firm's standard document retention policies. The Firm's current policy provides for the retention of closed matter files for a period of not less than seven (7) years

11. Termination Either party may terminate this engagement at any time upon written notice to the other party. No specific reason need be stated for such termination. In the event of termination: (a) PCG will remain responsible for all fees and expenses incurred through the date of termination, subject to the Fee Cap described in Section 3.2 with respect to fees for professional services within the scope of this enga

12. Governing Law This engagement letter and the relationship between the Firm and the Client shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles. Any dispute arising out of or in connection with this engagement letter or the Firm's representation of PCG and/or PHAC shall be subject to the exclusive jurisdiction of the state and fe

13. Entire Agreement; Amendments This letter constitutes the entire agreement between Calderwood & Harkness LLP and Pellegrino Capital Group LLC with respect to the engagement described herein and supersedes all prior or contemporaneous understandings, agreements, representations, and warranties, whether written or oral, relating to the subject matter of this letter. No amendment, modification, or waiver of any provi

14. Acceptance and Countersignature If the foregoing terms are acceptable to you and accurately reflect our mutual understanding of the terms of this engagement, please indicate your acceptance by signing this letter in the space provided below and returning a fully executed copy to the undersigned at Calderwood & Harkness LLP, 425 Lexington Avenue, New York, NY 10017, or by email to tlangston@calderwoodharkness.com.