Contract analysis

1. The name of the Corporation is Pellegrino Hospitality Acquisition Corp. The Corporation was originally incorporated under the name "Pellegrino Hospitality Acquisition Corp." by the filing of its original Certificate of Incorporation with the Secretary of State of the State of Delaware on September 30, 2021.

2. This Amended and Restated Certificate of Incorporation (this "Certificate") was duly adopted in accordance with Sections 242 and 245 of the General Corporation Law of the State of Delaware, as it may be amended from time to time (the "DGCL"), and has been duly approved by the Board of Directors and the stockholders of the Corporation in accordance with the applicable provisions of the DGCL.

3. This Amended and Restated Certificate of Incorporation restates and integrates and further amends the provisions of the Corporation's Certificate of Incorporation, as originally filed with the Secretary of State of the State of Delaware on September 30, 2021.

4. This Amended and Restated Certificate of Incorporation is being filed with the Secretary of State of the State of Delaware on January 24, 2022, under DE SOS File No. 6148293.

5. The text of the Certificate of Incorporation of the Corporation is hereby amended and restated to read in its entirety as follows:

ARTICLE I NAME The name of the corporation is Pellegrino Hospitality Acquisition Corp.

ARTICLE II REGISTERED OFFICE AND REGISTERED AGENT The address of the registered office of the Corporation in the State of Delaware is 1209 Orange Street, in the City of Wilmington, County of New Castle, State of Delaware 19801. The name of the Corporation's registered agent at such address is National Registered Agents of Delaware, Inc.

Section 3.1 — General Purpose. The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the DGCL. In furtherance of and not in limitation of the general powers conferred by the laws of the State of Delaware and the purposes herein set forth, the Corporation shall have and may exercise all of the rights and powers which are now or may hereafter be conferre

Section 3.2 — Pre-Business Combination Activities. Notwithstanding the generality of Section 3.1, until the Corporation consummates its initial Business Combination (as defined in Article V hereof), the Corporation shall not engage in any operations other than those incidental to the Corporation's formation, the offering described herein, and the search for and consummation of an initial Business Combination. The Cor

ARTICLE IV AUTHORIZED CAPITAL STOCK

Section 4.1 — Authorized Shares. The total number of shares of all classes of capital stock that the Corporation is authorized to issue is One Hundred Eleven Million (111,000,000) shares, consisting of the following: (a) One Hundred Million (100,000,000) shares of Class A Common Stock, par value $0.0001 per share (the "Class A Common Stock"); (b) Ten Million (10,000,000) shares of Class B Common Stock, par value $0.0

Section 4.2 — Preferred Stock. (a) The Board of Directors of the Corporation (the "Board of Directors" or the "Board") is hereby expressly authorized, by resolution or resolutions, to provide, out of the unissued shares of Preferred Stock, for the issuance of one or more series of Preferred Stock, and with respect to each such series, to fix the number of shares constituting such series and the designation of such se

Section 4.3 — Class A Common Stock. (a) Voting Rights. Each holder of record of shares of Class A Common Stock shall be entitled to one (1) vote for each share of Class A Common Stock standing in such holder's name on the books of the Corporation on all matters submitted to a vote of the stockholders of the Corporation. Except as otherwise required by law or this Certificate, the holders of Class A Common Stock and t

Section 4.4 — Class B Common Stock (Founder Shares). (a) Voting Rights. Each holder of record of shares of Class B Common Stock shall be entitled to one (1) vote for each share of Class B Common Stock standing in such holder's name on the books of the Corporation on all matters submitted to a vote of the stockholders of the Corporation. Except as otherwise required by law or this Certificate, the holders of Class A C

Section 4.5 — Voting. (a) Except as otherwise required by law or as expressly provided in this Certificate, the holders of Class A Common Stock and the holders of Class B Common Stock shall vote together as a single class on all matters submitted to a vote of the stockholders of the Corporation. (b) Each holder of shares of Common Stock shall be entitled to one (1) vote per share of Common Stock held by such holder o

ARTICLE V DEFINITIONS As used in this Certificate, the following terms shall have the following meanings: "Business Combination" means a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination, involving the Corporation and one or more businesses or entities (each, a "target business"), which may be consummated through one or more related transactions. "Busin

Section 6.1 — Establishment and Maintenance of Trust Account. A trust account (the "Trust Account") has been established with Atlantic Seaboard Trust Company, N.A. (the "Trustee") for the benefit of the Public Stockholders, governed by the Investment Management Trust Agreement dated January 19, 2022, between the Corporation and the Trustee (the "Trust Agreement"). The Trust Account shall be maintained and administere

Section 6.2 — Deposits. (a) At the IPO Closing, the Corporation deposited into the Trust Account an aggregate amount of One Hundred Fifty-Two Million Five Hundred Thousand Dollars ($152,500,000), which amount was comprised of: (i) One Hundred Fifty Million Dollars ($150,000,000), representing the gross proceeds from the sale of Fifteen Million (15,000,000) Units at a price of Ten Dollars ($10.00) per Unit; plus (ii)

Section 6.3 — Investment of Trust Funds. The funds held in the Trust Account shall be invested solely in: (a) United States government treasury obligations having a maturity of one hundred eighty-five (185) days or less; or (b) money market funds meeting the conditions of paragraphs (d)(1), (d)(2), (d)(3), and (d)(4) of Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended, that invest solely in

Section 6.4 — Release of Trust Funds. Funds held in the Trust Account, including any interest earned thereon, may be released only in the following circumstances and for the following purposes: (a) To Public Stockholders in connection with a redemption of Public Shares in connection with the Corporation's initial Business Combination, as more fully described in Article IX of this Certificate; (b) To the Corporation u

Section 6.5 — No Claims Against Trust Account. No person (other than the Trustee and the Corporation, in each case solely as set forth in the Trust Agreement and this Certificate) shall have any right, title, interest, or claim of any kind in or to any monies held in the Trust Account or any other asset of the Trust Account, and no such person shall have any right to bring any action against the Trust Account, includ

ARTICLE VII BOARD OF DIRECTORS

Section 7.1 — Number and Election. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors. The Board of Directors shall consist of not fewer than one (1) and not more than nine (9) directors, with the exact number of directors to be fixed from time to time exclusively by resolution adopted by the affirmative vote of a majority of the entire Board of Directors

Section 7.2 — Classification. Prior to the consummation of a Business Combination, the Board of Directors shall not be classified, and all directors shall be elected at each annual meeting of stockholders for a term expiring at the next annual meeting of stockholders. Upon and following the consummation of a Business Combination, the Board of Directors may, in its sole discretion, by resolution duly adopted by the Bo

Section 7.3 — Removal. Prior to the consummation of a Business Combination, any director, or the entire Board of Directors, may be removed from office at any time, with or without cause, by the affirmative vote of the holders of at least a majority of the voting power of the then-outstanding shares of capital stock of the Corporation entitled to vote at an election of directors, voting together as a single class. Fol

Section 7.4 — Vacancies. Any vacancy occurring on the Board of Directors for any reason, including any vacancy resulting from an increase in the size of the Board of Directors or resulting from the death, resignation, disqualification, or removal of any director, may be filled solely by the affirmative vote of a majority of the remaining directors then in office, even if such majority is less than a quorum, or by a s

Section 7.5 — Limitation of Liability. To the fullest extent permitted by the DGCL, as the same exists or as may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader exculpation than permitted prior thereto), no director of the Corporation shall be personally liable to the Corporation or to any stockholder of the Corporation fo

Section 7.6 — Independent Directors. As of the date of this Certificate, the following directors are hereby designated as independent directors of the Corporation (collectively, the "Independent Directors"), each of whom has been determined to satisfy the independence requirements of The Nasdaq Stock Market LLC and the applicable rules and regulations of the Securities and Exchange Commission: (a) Constance Liu-Harmo

ARTICLE VIII BUSINESS COMBINATION REQUIREMENTS

Section 8.1 — Obligation to Consummate a Business Combination. The Corporation shall use its reasonable best efforts to consummate its initial Business Combination within the Business Combination Period. The Corporation shall seek to consummate a Business Combination with one or more target businesses primarily in the hospitality and leisure sector, including but not limited to hotels, resorts, restaurants, entertain

Section 8.2 — Minimum Value of Target Business. The Corporation's initial Business Combination must be with one or more target businesses that together have a fair market value equal to at least eighty percent (80%) of the Trust Amount (excluding the deferred underwriting commission of Five Million Two Hundred Fifty Thousand Dollars ($5,250,000) (or such greater amount as may result from exercise of the over-allotmen

Section 8.3 — Stockholder Approval or Tender Offer. In connection with the Corporation's initial Business Combination, the Corporation shall either: (a) seek stockholder approval of the initial Business Combination at a meeting of stockholders duly called and held for such purpose, in connection with which stockholders may seek to have their Public Shares redeemed for their pro rata share of the Trust Amount in accor

Section 8.4 — Extension of Business Combination Period. The Business Combination Period may be extended for up to two (2) additional three-month periods (for a total maximum period of twenty-four (24) months from the IPO Closing Date, extending the Business Combination Period to February 4, 2024), provided that the Sponsor (or its designees) deposits into the Trust Account, for each such three-month extension, an ext

Section 8.5 — Liquidation Upon Failure to Consummate Business Combination. If the Corporation does not consummate a Business Combination within the Business Combination Period (as the same may be extended pursuant to Section 8.4), the Corporation shall: (a) cease all operations except for the purpose of winding up its affairs, including but not limited to the satisfaction of any remaining obligations of the Corporati

ARTICLE IX REDEMPTION OF CLASS A COMMON STOCK

Section 9.1 — Redemption in Connection with Business Combination. In connection with the Corporation's initial Business Combination, each holder of Public Shares shall be entitled to demand that the Corporation redeem such holder's Public Shares for a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, calculated as of two (2) business days prior to the consummation o

Section 9.2 — Limitation on Redemptions. (a) The Corporation may, in connection with the proposed initial Business Combination, establish a maximum redemption threshold (expressed either as a percentage of the outstanding Public Shares or as a maximum aggregate cash amount) to ensure compliance with the Redemption Limitation and to ensure that the Corporation has sufficient cash available to consummate the Business C

Section 9.3 — Payment of Redemption Price. The redemption price payable to each redeeming Public Stockholder shall be paid from the funds on deposit in the Trust Account. Upon payment of the redemption price, the Public Shares so redeemed shall be cancelled and shall cease to be outstanding, and all rights of the holder thereof as a stockholder of the Corporation with respect to such redeemed shares shall cease and b

Section 9.4 — Redemption in Connection with Amendment to Certificate. In the event that the Corporation proposes to amend any provision of this Certificate that would affect the substance or timing of the Corporation's obligation to redeem one hundred percent (100%) of the Public Shares if the Corporation has not consummated a Business Combination within the Business Combination Period, including but not limited to a

Section 10.1 — No Pre-Business Combination Activities. Prior to the consummation of a Business Combination, the Corporation shall not issue additional shares of Common Stock or equity-linked securities that would entitle the holders thereof to: (a) receive funds from the Trust Account; or (b) vote as a class with the shares of Common Stock on a Business Combination, unless the Corporation provides each such holder wi

Section 10.2 — Related Party Transactions. Any transaction between the Corporation and any of its officers, directors, or the Sponsor (or any affiliate, family member, or associate of any such person), including any agreement, arrangement, or understanding with respect to compensation, reimbursement of expenses, loans, indemnification, or any other matter, shall require the prior written approval of a majority of the

Section 10.3 — Fiduciary Duties. (a) Prior to the consummation of a Business Combination, the officers and directors of the Corporation shall owe fiduciary duties to the Corporation and its stockholders under the DGCL, including the duty of care and the duty of loyalty. (b) The Corporation acknowledges that Marco A. Pellegrino, Daniella R. Pellegrino, and the other officers and directors of the Corporation may have f

ARTICLE XI AMENDMENT OF CERTIFICATE OF INCORPORATION

Section 11.1 — General Amendments. The Corporation reserves the right to amend, alter, change, or repeal any provision of this Certificate in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders, directors, officers, and other persons herein are granted subject to this reservation; provided, however, that notwithstanding any other provision of this Certificate or any provision

Section 11.2 — Special Amendment Provisions (Pre-Business Combination). Prior to the consummation of a Business Combination, the following special amendment provisions shall apply: (a) Supermajority Vote Requirement. Articles V, VI, VII (Section 7.6 only), VIII, IX, X, and this Article XI may not be amended, altered, changed, or repealed without (i) the affirmative vote of the holders of at least sixty-five percent (

ARTICLE XII BYLAWS The Board of Directors is hereby expressly authorized to adopt, amend, alter, or repeal the Bylaws of the Corporation by the affirmative vote of a majority of the entire Board of Directors then in office. The stockholders of the Corporation may also adopt, amend, alter, or repeal the Bylaws of the Corporation by the affirmative vote of the holders of a majority of the then-outstanding shares of Com

Section 13.1 — Right to Indemnification. The Corporation shall indemnify, to the fullest extent permitted by the DGCL, as the same exists or as may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than permitted prior thereto), any person who was or is a party or is threatened to be made a party to, o

Section 13.2 — Advancement of Expenses. The Corporation shall, to the fullest extent permitted by the DGCL, pay the expenses (including attorneys' fees) incurred by any current or former director or officer of the Corporation in defending any Proceeding in advance of its final disposition (an "Advancement"); provided, however, that such Advancement shall be made only upon receipt of an undertaking by or on behalf of