1027-00001 · Client 1027 · Transaction Documents

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LETTER AGREEMENT

January 19, 2022

Pellegrino Hospitality Acquisition Corp. c/o Pellegrino Capital Group LLC 1440 Gulf Shore Boulevard North, Suite 600 Naples, FL 34102

To Each of the Parties Listed on the Signature Pages Hereto:

Ladies and Gentlemen:

This Letter Agreement (this "Letter Agreement") is being entered into as of January 19, 2022, by and among Pellegrino Hospitality Acquisition Corp., a Delaware corporation (the "Company" or "PHAC"), Pellegrino Capital Group LLC, a Delaware limited liability company (the "Sponsor" or "PCG"), having its principal office at 1440 Gulf Shore Boulevard North, Suite 600, Naples, FL 34102, and each of the undersigned officers and directors of the Company (each, an "Insider" and collectively, the "Insiders"):

• Marco A. Pellegrino — Chairman and Chief Executive Officer

• Daniella R. Pellegrino — President and Chief Financial Officer

• Vincent Abruzzi — Chief Operating Officer

• Constance Liu-Harmon — Independent Director

• Dr. Rafael Espinosa — Independent Director

• Judith Anne Sorrento — Independent Director

Each of the Company, the Sponsor, and the Insiders are sometimes referred to herein individually as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, the Company is a blank-check company incorporated in the State of Delaware on September 30, 2021, formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses in the hospitality and leisure sector (the "Business Combination");

WHEREAS, the Company is consummating an initial public offering (the "IPO") of 15,000,000 units (the "Units"), at a price of $10.00 per Unit, with each Unit consisting of one share of the Company's Class A common stock, par value $0.0001 per share (the "Class A common stock"), and one-half of one redeemable warrant (each whole warrant, a "Public Warrant"), each Public Warrant exercisable for one share of Class A common stock at an exercise price of $11.50 per share, for aggregate gross proceeds of $150,000,000, pursuant to a Registration Statement on Form S-1 (File No. 333-260847; CIK 0001937482) declared effective by the Securities and Exchange Commission (the "SEC") on January 14, 2022, with the Units to be listed on the Nasdaq Capital Market under the ticker symbol "PHAU" (the shares of Class A common stock underlying the Units to be listed under the ticker symbol "PHA" and the Public Warrants underlying the Units to be listed under the ticker symbol "PHAW");

WHEREAS, pursuant to the Underwriting Agreement dated as of January 19, 2022 (the "Underwriting Agreement") among the Company, the Sponsor, and Meridian Tidewater Securities LLC, as representative of the several underwriters (including Brindoval Partners Capital LLC, as co-manager), the underwriters have been granted a 45-day option to purchase up to an additional 2,250,000 Units (the "Over-Allotment Units") to cover over-allotments, if any, at the IPO price, representing up to $22,500,000 in additional gross proceeds;

WHEREAS, the Sponsor holds 3,750,000 shares of the Company's Class B common stock, par value $0.0001 per share (the "Class B common stock" and such shares, the "Founder Shares"), which represent approximately 20% of the Company's issued and outstanding shares of common stock following the consummation of the IPO (calculated as follows: 15,000,000 shares of Class A common stock plus 3,750,000 shares of Class B common stock equals 18,750,000 total shares of common stock outstanding; 3,750,000 divided by 18,750,000 equals 20.0%), acquired by the Sponsor for an aggregate purchase price of $25,000 (approximately $0.0067 per share) on October 5, 2021;

WHEREAS, up to 487,500 Founder Shares are subject to forfeiture by the Sponsor to the extent that the underwriters' over-allotment option is not exercised in full, in order to maintain the Founder Shares at approximately 20% of the total issued and outstanding shares of common stock of the Company following the IPO;

WHEREAS, simultaneously with the closing of the IPO, the Sponsor will purchase an aggregate of 5,500,000 warrants (the "Private Placement Warrants") at a price of $1.00 per Private Placement Warrant (for an aggregate purchase price of $5,500,000), and, in connection with the exercise of the over-allotment option in full, up to an additional 825,000 Private Placement Warrants (for an aggregate purchase price of up to $825,000), in each case pursuant to the Private Placement Warrants Purchase Agreement dated as of January 19, 2022 (the "Private Placement Warrants Purchase Agreement"), between the Company and the Sponsor;

WHEREAS, an aggregate of $152,500,000 of the IPO proceeds and the proceeds from the sale of the Private Placement Warrants (net of the $3,000,000 upfront underwriting discount payable to the underwriters) will be deposited in a trust account (the "Trust Account") at Atlantic Seaboard Trust Company, N.A. (the "Trustee"), pursuant to the Investment Management Trust Agreement dated as of January 19, 2022 (the "Trust Agreement"), between the Company and the Trustee;

WHEREAS, the Insiders and the Sponsor desire to enter into this Letter Agreement as a condition to, and as an inducement for, the underwriters to consummate the IPO; and

WHEREAS, capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Company's Amended and Restated Certificate of Incorporation filed with the Secretary of State of the State of Delaware on the closing date of the IPO (DE SOS File No. 6148293) (the "Charter") or the Underwriting Agreement, as applicable.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. Transfer Restrictions on Founder Shares, Private Placement Warrants, and Underlying Securities.

(a) Lock-Up Period — Founder Shares. Each Insider and the Sponsor hereby agrees that, with respect to any Founder Shares (shares of Class B common stock) held by such Insider or the Sponsor, as applicable, such Insider or the Sponsor shall not Transfer (as defined in Section 1(c) below) any such Founder Shares during the period (the "Founder Share Lock-Up Period") commencing on the date hereof and ending on the earlier of:

(i) one (1) year after the date of the completion of the Company's initial Business Combination; or

(ii) the date following the completion of the initial Business Combination on which the Company completes a liquidation, merger, capital stock exchange, reorganization, or other similar transaction that results in all of the Company's stockholders having the right to exchange their shares of common stock for cash, securities, or other property (a "Subsequent Transaction").

Notwithstanding the foregoing, the Founder Shares shall be released from the restrictions set forth in this Section 1(a) prior to the expiration of the Founder Share Lock-Up Period if, subsequent to the completion of the initial Business Combination, the closing price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, stock capitalizations, reorganizations, recapitalizations, and similar events) for any twenty (20) trading days within any thirty (30)-trading-day period commencing at least one hundred fifty (150) days after the date of the completion of the initial Business Combination (the "Early Release Condition").

(b) Transfer Restrictions on Private Placement Warrants and Underlying Securities. The Sponsor hereby agrees not to Transfer any Private Placement Warrants (or any shares of Class A common stock issuable upon the exercise of such Private Placement Warrants) during the period commencing on the date hereof and ending on the date that is thirty (30) days after the date of the completion of the Company's initial Business Combination (the "Private Placement Lock-Up Period" and, together with the Founder Share Lock-Up Period, each a "Lock-Up Period"). For the avoidance of doubt, the restrictions set forth in this Section 1(b) apply to the Sponsor and to each Insider to the extent such Insider holds Private Placement Warrants or shares of Class A common stock issuable upon the exercise thereof.

(i) to sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase, or otherwise dispose of or agree to dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations of the SEC promulgated thereunder, with respect to any Founder Shares, Private Placement Warrants, or shares of Class A common stock underlying such Private Placement Warrants;

(ii) to enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Founder Shares, Private Placement Warrants, or shares of Class A common stock underlying such Private Placement Warrants, whether any such transaction described in this clause (ii) is to be settled by delivery of such securities, in cash, or otherwise; or

(iii) to publicly announce any intention to effect any transaction specified in clause (i) or clause (ii) above.

(d) Permitted Transfers. Notwithstanding the restrictions set forth in Sections 1(a) and 1(b) above, Transfers of Founder Shares, Private Placement Warrants, or shares of Class A common stock underlying such Private Placement Warrants shall be permitted:

(i) to the Company's officers or directors, any affiliates or family members of any of the Company's officers or directors, any members of the Sponsor, or any affiliates of the Sponsor;

(ii) in the case of an individual, by gift to a member of such individual's immediate family (as defined below) or to a trust, the beneficiary of which is a member of such individual's immediate family, an affiliate of such individual, or to a charitable organization;

(iii) in the case of an individual, by virtue of the laws of descent and distribution upon death of such individual;

(iv) in the case of an individual, pursuant to a qualified domestic relations order;

(v) by private sales or transfers made in connection with the consummation of the initial Business Combination at prices no greater than the price at which the Founder Shares were originally purchased by the Sponsor;

(vi) in the event of the Company's liquidation prior to the completion of the initial Business Combination; or

(vii) by virtue of the laws of the State of Delaware or the Sponsor's limited liability company agreement upon dissolution of the Sponsor;

provided, in each case (other than in the case of clause (vi) above), that the applicable transferee enters into a written agreement with the Company, in form and substance reasonably satisfactory to the Company, agreeing to be bound by the terms of this Letter Agreement with respect to such transferred Founder Shares, Private Placement Warrants, or underlying shares of Class A common stock.

For purposes of this Letter Agreement, "immediate family" shall mean a person's spouse, lineal descendants (including adopted children), father, mother, brother, or sister.

2. Voting Obligations.

(a) Voting of Founder Shares and Other Shares in Favor of Business Combination. Each Insider and the Sponsor hereby agree that, during the term of this Letter Agreement, such Insider or the Sponsor, as applicable, shall vote any Founder Shares held by such Insider or the Sponsor, and any shares of Class A common stock acquired by such Insider or the Sponsor during or after the IPO (including, without limitation, shares of Class A common stock purchased in the open market or in privately negotiated transactions), in favor of any proposed initial Business Combination presented to the Company's stockholders for approval. The Insiders and the Sponsor acknowledge that the obligations set forth in this Section 2(a) are material inducements for the underwriters to consummate the IPO and that such obligations are being entered into for the benefit of the underwriters and the Company's public stockholders.

(b) No Solicitation of Proxies Against Business Combination; No Inconsistent Voting Arrangements. Each Insider and the Sponsor hereby agree that they shall not: (i) deposit any Founder Shares or other shares of common stock of the Company into a voting trust; (ii) enter into any voting arrangement, whether by proxy, voting agreement, or otherwise, that is inconsistent with the obligations set forth in this Section 2; or (iii) take any other action that would in any way restrict, limit, or interfere with the performance of the obligations set forth in this Section 2. No Insider or the Sponsor shall solicit or encourage any other stockholder of the Company to vote against or otherwise oppose any proposed initial Business Combination.

3. Waiver of Redemption Rights.

(a) Waiver with Respect to Founder Shares. Each Insider and the Sponsor hereby agree to waive their redemption rights with respect to all Founder Shares (shares of Class B common stock) held by them in connection with the consummation of the initial Business Combination. The Insiders and the Sponsor further agree that they will not seek redemption with respect to any Founder Shares in connection with a stockholder vote to approve the initial Business Combination, or in connection with a tender offer conducted by the Company in connection therewith. Each Insider and the Sponsor acknowledge that the Founder Shares have no right to participate in any redemption distribution from the Trust Account under the terms of the Charter.

(b) Waiver with Respect to Class A Shares Acquired After IPO. Each Insider and the Sponsor hereby agree to waive their redemption rights with respect to any shares of Class A common stock held by them in connection with the consummation of the initial Business Combination; provided, however, that this waiver shall not apply to any shares of Class A common stock acquired by the Insiders or the Sponsor in the IPO or in the aftermarket (i.e., through open market purchases following the IPO). For the avoidance of doubt, the Insiders and the Sponsor shall retain their redemption rights with respect to any shares of Class A common stock included in the Units purchased by them, if any, in the IPO or in the aftermarket.

(c) No Redemption Triggering Provisions. In no event shall any Insider or the Sponsor redeem, or exercise any redemption rights with respect to, any Founder Shares or any shares of Class A common stock subject to the waiver set forth in Section 3(b) above if such redemption would cause the Company to fail to complete the initial Business Combination within the time periods set forth in the Charter. The Insiders and the Sponsor further agree that they will not take any action, or fail to take any action, that would result in the Trust Account being subject to claims or distributions in a manner inconsistent with the Charter or the Trust Agreement.

4. Waiver of Liquidation Distribution Rights.

(a) Waiver of Liquidating Distributions from Trust Account. Each Insider and the Sponsor hereby agree to waive their rights to liquidating distributions from the Trust Account held at Atlantic Seaboard Trust Company, N.A. with respect to any Founder Shares (shares of Class B common stock) held by them if the Company fails to complete an initial Business Combination within the applicable time period set forth in the Charter (which time period is eighteen (18) months from the closing of the IPO (i.e., August 4, 2023), or, if extended pursuant to the terms of the Charter, twenty-four (24) months from the closing of the IPO (i.e., February 4, 2024)). The Trust Account initially holds $152,500,000, which amount may increase to up to $175,375,000 upon exercise of the underwriters' over-allotment option in full and the corresponding purchase of additional Private Placement Warrants. Each Insider and the Sponsor hereby acknowledge and agree that they have no right, title, interest, or claim of any kind (each, a "Claim") in or to any monies held in the Trust Account or any distributions therefrom with respect to any Founder Shares held by them, and each Insider and the Sponsor hereby irrevocably waive any Claim they may have in the future in or to any such monies with respect to Founder Shares. For the avoidance of doubt, this waiver shall not apply to any shares of Class A common stock acquired by any Insider or the Sponsor in or after the IPO.

(b) Limitation on Claims Against Trust; No Amendment to Redemption Provisions. The Insiders and the Sponsor hereby agree not to propose any amendment to the Charter that would affect the substance or timing of the Company's obligation to redeem 100% of the outstanding shares of Class A common stock if the Company does not complete an initial Business Combination within the applicable time period set forth in the Charter, unless the Company provides its public stockholders with the opportunity to redeem their shares of Class A common stock upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its income and franchise taxes, divided by the number of then-outstanding shares of Class A common stock. This Section 4(b) is intended to protect the interests of the holders of shares of Class A common stock sold in the IPO and is a material inducement for the underwriters to consummate the IPO.

5. Business Combination Deadline and Liquidation Obligations.

(a) Business Combination Deadline. The Company shall have eighteen (18) months from the closing of the IPO (which closing is expected to occur on January 24, 2022) — that is, until August 4, 2023 — to consummate an initial Business Combination. The deadline for consummation of an initial Business Combination may be extended to twenty-four (24) months from the closing of the IPO — that is, until February 4, 2024 — upon the deposit by the Sponsor (or its designees) of extension payments in the amount and on the terms specified in the Charter.

(b) Obligation to Dissolve and Liquidate. Each Insider and the Sponsor hereby agree that, if the Company does not complete an initial Business Combination within the applicable time period set forth in Section 5(a) above, the Company shall:

(i) cease all operations except for the purpose of winding up its affairs;

(ii) as promptly as reasonably possible, but not more than ten (10) business days thereafter, redeem 100% of the outstanding shares of Class A common stock at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned thereon (net of taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then-outstanding shares of Class A common stock, which redemption will completely extinguish public stockholders' rights as stockholders of the Company (including the right to receive further liquidating distributions, if any); and

(iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company's remaining stockholders and the Company's board of directors, proceed to dissolve and liquidate the Company in accordance with applicable law.

(c) Insider Support for Liquidation. Each Insider hereby agrees that, if no initial Business Combination is completed within the applicable time period set forth in Section 5(a) above, such Insider will, if necessary, vote in favor of any plan of dissolution and distribution and take all other reasonable actions necessary to facilitate the winding up of the Company's affairs, including voting in favor of any resolutions of the Company's board of directors or stockholders necessary to effectuate the dissolution and liquidation of the Company in accordance with applicable law.

6. Forfeiture of Founder Shares.

(a) Forfeiture in Connection with Over-Allotment. The Sponsor hereby acknowledges and agrees that up to 487,500 Founder Shares are subject to forfeiture to the extent that the over-allotment option granted to the underwriters pursuant to the Underwriting Agreement is not exercised in full, so that the Founder Shares will represent approximately 20% of the Company's total issued and outstanding shares of common stock following the consummation of the IPO (assuming no other issuances of shares of common stock). By way of illustration, if the over-allotment option is exercised in full, the total number of shares of Class A common stock outstanding will be 17,250,000 (15,000,000 shares from the IPO plus 2,250,000 Over-Allotment shares), and the total number of Founder Shares will be 4,237,500 (3,750,000 shares currently held by the Sponsor plus 487,500 shares no longer subject to forfeiture); accordingly, the Founder Shares would represent approximately 19.72% of total issued and outstanding shares (4,237,500 divided by 21,487,500), which is rounded to approximately 20% per the Company's organizational documents. If the over-allotment option is not exercised, or is exercised only in part, a proportionate number of Founder Shares (up to the maximum of 487,500) shall be forfeited by the Sponsor so that the Founder Shares represent approximately 20% of the total issued and outstanding shares of common stock.

(b) Mechanics of Forfeiture. Any Founder Shares forfeited pursuant to Section 6(a) above shall be cancelled by the Company for no consideration. The Sponsor hereby agrees to surrender any stock certificates representing forfeited Founder Shares to the Company's transfer agent, Keymark Transfer Services LLC, promptly upon the determination of the final number of Founder Shares to be forfeited (which determination shall be made based on the number of Over-Allotment Units purchased by the underwriters). In the event that the Founder Shares are held in book-entry form, the Sponsor shall execute and deliver such instructions and authorizations as may be necessary or appropriate to effect the cancellation of such forfeited Founder Shares on the books and records of the Company's transfer agent.

7. Representations and Warranties of Each Insider and the Sponsor.

Each Insider and the Sponsor hereby represents and warrants, severally and not jointly, to the Company and to the underwriters, as of the date hereof, as follows:

(a) Authority and Binding Effect. Such Insider or the Sponsor, as applicable, has full power, authority, and legal capacity to execute, deliver, and perform its obligations under this Letter Agreement. This Letter Agreement has been duly executed and delivered by such Insider or the Sponsor, as applicable, and constitutes a valid and legally binding obligation of such Insider or the Sponsor, enforceable against such party in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting creditors' rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).

(b) No Conflicts. The execution, delivery, and performance by such Insider or the Sponsor, as applicable, of this Letter Agreement does not and will not: (i) conflict with, result in a breach or violation of, or constitute a default (with or without notice or lapse of time, or both) under any law, rule, regulation, judgment, order, writ, decree, or injunction applicable to such party; (ii) conflict with, result in a breach or violation of, or constitute a default under, or result in the acceleration of any obligation under, any agreement, contract, indenture, mortgage, or instrument to which such party is a party or by which such party or any of such party's assets are bound; or (iii) in the case of the Sponsor, conflict with or result in a violation of the organizational documents of the Sponsor.

(c) No Consideration for Voting or Redemption Waiver. No Insider has received, nor will any Insider receive, any consideration from any person or entity, directly or indirectly, in connection with any vote on, or approval of, the initial Business Combination, or in connection with the waiver of redemption rights set forth in this Letter Agreement, other than the Founder Shares and the Private Placement Warrants (or the shares of Class A common stock issuable upon the exercise thereof) described in this Letter Agreement and the Charter.

(d) Ownership of Founder Shares. The Sponsor hereby represents and warrants that it is the record and beneficial owner of 3,750,000 Founder Shares (subject to adjustment in connection with the exercise or non-exercise of the underwriters' over-allotment option as described in Section 6), free and clear of all liens, pledges, security interests, encumbrances, charges, and claims of any kind, except as set forth in this Letter Agreement and the Company's organizational documents. The Sponsor has not granted any option, warrant, right, or other agreement that would require the Transfer of any Founder Shares, except as contemplated by this Letter Agreement and the other agreements referenced herein.

8. Indemnification; Contribution.

(a) Trust Account Indemnification by Sponsor. The Sponsor hereby agrees that if any third party (including, without limitation, any vendor, service provider, prospective target business, or other entity or person that has entered into a written letter of intent, confidentiality or other agreement, or business relationship with the Company) brings any claim, suit, action, or proceeding against the Company that results in, or would result in, a reduction of the amount of funds in the Trust Account below the greater of (i) $10.00 per share of Class A common stock sold in the IPO (the "Per Share Trust Amount") or (ii) such lesser amount per share of Class A common stock as is held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of the amount of interest that may be withdrawn from the Trust Account to pay taxes pursuant to the Trust Agreement, the Sponsor shall be personally liable to the Company and shall indemnify and hold harmless the Company from and against any and all losses, liabilities, claims, damages, and expenses (including, without limitation, reasonable attorneys' fees and expenses) to the extent necessary to ensure that the amount in the Trust Account is not reduced below the Per Share Trust Amount (or such lesser amount per share as is then held in the Trust Account).

This indemnification obligation of the Sponsor shall not apply to: (A) any Claim by a third party that has executed a valid and enforceable waiver of all right, title, interest, or claim of any kind in or to any monies held in the Trust Account (whether or not such waiver is enforceable); or (B) any Claim under the Company's indemnification obligations to the underwriters arising under the Underwriting Agreement, including, without limitation, the Company's obligation to indemnify the underwriters against certain liabilities under the Securities Act of 1933, as amended. The Sponsor's obligations under this Section 8(a) shall be several and not joint with the obligations of the Insiders under this Letter Agreement.

9. Insider Confidentiality Obligations.

Each Insider hereby agrees that, during the term of this Letter Agreement and thereafter, such Insider shall maintain the confidentiality of, and shall not disclose to any third party, any and all non-public information concerning potential business combination targets, negotiations with respect to potential business combinations, financial projections and analyses of potential business combination targets, and any other information provided to such Insider in connection with the Company's evaluation and pursuit of an initial Business Combination (collectively, "Confidential Information"), until such time as such Confidential Information is publicly disclosed by the Company in accordance with applicable law and regulations. Notwithstanding the foregoing, an Insider may disclose Confidential Information: (a) to the extent required by applicable law, rule, regulation, or legal or regulatory process (including, without limitation, in response to a subpoena or other legal process), provided that such Insider shall, to the extent legally permitted, promptly notify the Company of such requirement and cooperate with the Company in seeking a protective order or other appropriate remedy; (b) to such Insider's legal, tax, and financial advisors who need to know such information in connection with the provision of advisory services to such Insider, provided that such advisors are bound by obligations of confidentiality no less restrictive than those set forth herein; or (c) with the prior written consent of the Company's board of directors.

10. No Short Sales or Hedging.

During the Lock-Up Periods specified in Section 1 of this Letter Agreement, no Insider and the Sponsor shall engage in any Short Sales (as such term is defined in Regulation SHO promulgated under the Exchange Act) with respect to any securities of the Company, including, without limitation, any shares of Class A common stock, shares of Class B common stock, Public Warrants, or Private Placement Warrants. For the avoidance of doubt, the prohibition on Short Sales set forth in this Section 10 is in addition to, and not in lieu of, the restrictions on Transfers set forth in Section 1.

11. General Provisions.

(a) Entire Agreement. This Letter Agreement, together with the Charter (DE SOS File No. 6148293), the Underwriting Agreement dated as of January 19, 2022, the Trust Agreement dated as of January 19, 2022, the Registration Rights Agreement dated as of January 19, 2022 (the "Registration Rights Agreement"), the Private Placement Warrants Purchase Agreement dated as of January 19, 2022, the Warrant Agreement dated as of January 19, 2022 between the Company and Adriatic Health IT (or its successor), as warrant agent (the "Warrant Agreement"), and the Administrative Services Agreement dated as of January 19, 2022 between the Company and the Sponsor (the "Administrative Services Agreement"), constitutes the entire agreement of the Parties with respect to the subject matter hereof and supersedes all prior agreements, understandings, representations, and warranties, both written and oral, among the Parties with respect to the subject matter hereof.

(b) Amendment and Waiver. This Letter Agreement may not be amended, modified, supplemented, or otherwise changed except by an instrument in writing signed by each of the Parties hereto. No waiver of any provision of this Letter Agreement shall be effective unless set forth in a writing signed by the Party granting such waiver, and no such waiver shall constitute a waiver of any other provision of this Letter Agreement or a continuing waiver of the provision so waived. No failure or delay by any Party in exercising any right, power, or privilege under this Letter Agreement shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power, or privilege hereunder.

(c) Governing Law. This Letter Agreement shall be governed by, and construed and interpreted in accordance with, the laws of the State of Delaware, without giving effect to any choice or conflict of laws provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware.

(d) Jurisdiction and Venue. Each Party hereby irrevocably submits to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or, if such court declines to accept jurisdiction or lacks subject matter jurisdiction, the federal courts of the United States of America sitting in the State of Delaware, and, in the absence of federal jurisdiction, the Superior Court of the State of Delaware) for the adjudication of any dispute, controversy, or claim arising out of, relating to, or in connection with this Letter Agreement, including the validity, interpretation, performance, breach, or termination hereof, and each Party irrevocably waives, and agrees not to assert in any suit, action, or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action, or proceeding is improper, or that such forum is inconvenient. Each Party agrees that a final, non-appealable judgment in any such suit, action, or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Each Party irrevocably consents to service of process in the manner provided for notices in Section 11(h) of this Letter Agreement.

(e) Successors and Assigns. This Letter Agreement shall be binding upon and shall inure to the benefit of the Parties hereto and their respective heirs, executors, administrators, legal representatives, successors, and permitted assigns. No Party may assign its rights or delegate its obligations under this Letter Agreement without the prior written consent of each of the other Parties hereto, except that the Sponsor may assign its rights and obligations hereunder to a permitted transferee under Section 1(d), provided that such permitted transferee agrees in writing to be bound by all of the terms and conditions of this Letter Agreement applicable to the Sponsor.

(f) Severability. If any term, provision, covenant, or restriction of this Letter Agreement is held by a court of competent jurisdiction to be invalid, illegal, void, or unenforceable, the remainder of the terms, provisions, covenants, and restrictions set forth herein shall remain in full force and effect and shall in no way be affected, impaired, or invalidated. Upon such determination that any term, provision, covenant, or restriction is invalid, illegal, void, or unenforceable, the Parties shall negotiate in good faith to modify this Letter Agreement so as to effect the original intent of the Parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated herein be consummated as originally contemplated to the greatest extent possible.

(g) Counterparts. This Letter Agreement may be executed in one or more counterparts (including by means of facsimile or portable document format (.pdf) transmission or other electronic signature, including any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.DocuSign.com), each of which shall be deemed an original and all of which, when taken together, shall constitute one and the same instrument.

(h) Notices. All notices, requests, demands, consents, waivers, and other communications required or permitted to be given under this Letter Agreement shall be in writing and shall be deemed to have been duly given: (i) when delivered in person; (ii) when sent by facsimile (with confirmation of transmission) or electronic mail (with confirmation of receipt); (iii) on the next business day after deposit with a nationally recognized overnight courier service, prepaid; or (iv) on the third business day after mailing by certified or registered mail, return receipt requested, postage prepaid, in each case addressed as follows (or to such other address as may be designated in writing by the applicable Party from time to time):

If to the Company:

Pellegrino Hospitality Acquisition Corp. c/o Pellegrino Capital Group LLC 1440 Gulf Shore Boulevard North, Suite 600 Naples, FL 34102

Attention: Marco A. Pellegrino, Chairman & Chief Executive Officer

If to the Sponsor:

Pellegrino Capital Group LLC 1440 Gulf Shore Boulevard North, Suite 600 Naples, FL 34102

Attention: Marco A. Pellegrino, Managing Member

If to any Insider:

At the address set forth below such Insider's name on the signature page hereto.

With a copy (which shall not constitute notice) to:

Calderwood & Harkness LLP 425 Lexington Avenue New York, NY 10017

Attention: Theodore Langston

With a copy (which shall not constitute notice) to:

Garrison Whitfield LLP 51 West 52nd Street New York, NY 10019

Attention: Stuart Halverson

(i) Third-Party Beneficiaries. Meridian Tidewater Securities LLC and Brindoval Partners Capital LLC, as underwriters of the IPO, are intended third-party beneficiaries of this Letter Agreement and shall have the right, power, and authority to enforce the provisions of this Letter Agreement directly against the Insiders and the Sponsor as if they were parties hereto. Atlantic Seaboard Trust Company, N.A., as trustee of the Trust Account, is an intended third-party beneficiary of this Letter Agreement solely with respect to Sections 4 and 8 hereof and shall have the right to enforce the provisions of such Sections directly against the Insiders and the Sponsor. Except as set forth in this Section 11(i), this Letter Agreement is not intended to, and shall not, confer any rights or remedies upon any person or entity other than the Parties hereto.

(j) Survival. The obligations of the Insiders and the Sponsor set forth in Sections 3, 4, and 8 of this Letter Agreement shall survive the consummation of the IPO and shall continue in full force and effect following the consummation of the initial Business Combination (or, if the Company is liquidated and dissolved without completing an initial Business Combination, following such liquidation and dissolution). All representations and warranties contained in this Letter Agreement shall survive the execution and delivery of this Letter Agreement and the consummation of the IPO.

(k) Specific Performance. Each Party acknowledges and agrees that a breach or threatened breach of any obligation under this Letter Agreement would give rise to irreparable harm for which monetary damages would not be an adequate remedy, and hereby agrees that, in the event of any such breach or threatened breach by any Party, each of the other Parties shall, in addition to any and all other rights and remedies that may be available to such Party at law, in equity, or otherwise, be entitled to seek and obtain equitable relief, including, without limitation, an injunction, specific performance, and any other relief available from a court of competent jurisdiction (without any requirement to post bond or other security, or to prove actual damages or that monetary damages will not afford an adequate remedy, each of which is hereby waived to the fullest extent permitted by applicable law). Each Party further agrees not to raise any objections to the availability of the equitable remedy of specific performance to prevent or restrain breaches or threatened breaches of this Letter Agreement by such Party, and to specifically enforce the terms and provisions of this Letter Agreement to prevent breaches or threatened breaches of, or to enforce compliance with, the covenants and obligations of such Party under this Letter Agreement.

[Signature Pages Follow]

SIGNATURE PAGE TO LETTER AGREEMENT

IN WITNESS WHEREOF, each of the undersigned has executed this Letter Agreement as of the date first written above.

COMPANY:

PELLEGRINO HOSPITALITY ACQUISITION CORP.

By: ________

Name: Marco A. Pellegrino

Title: Chairman and Chief Executive Officer

Date: January 19, 2022

SIGNATURE PAGE TO LETTER AGREEMENT

SPONSOR:

PELLEGRINO CAPITAL GROUP LLC

By: ________

Name: Marco A. Pellegrino

Title: Managing Member

Date: January 19, 2022

SIGNATURE PAGE TO LETTER AGREEMENT

INSIDERS:

________________________________________

Marco A. Pellegrino

Title: Chairman and Chief Executive Officer

Address:

c/o Pellegrino Capital Group LLC 1440 Gulf Shore Boulevard North, Suite 600 Naples, FL 34102

________________________________________

Daniella R. Pellegrino

Title: President and Chief Financial Officer

Address:

c/o Pellegrino Capital Group LLC 1440 Gulf Shore Boulevard North, Suite 600 Naples, FL 34102

________________________________________

Vincent Abruzzi

Title: Chief Operating Officer

Address:

c/o Pellegrino Capital Group LLC 1440 Gulf Shore Boulevard North, Suite 600 Naples, FL 34102

SIGNATURE PAGE TO LETTER AGREEMENT

________________________________________

Constance Liu-Harmon

Title: Independent Director

Address:

14 Briar Hollow Lane, Apt. 9C Greenwich, CT 06830

________________________________________

Dr. Rafael Espinosa

Title: Independent Director

Address:

2701 Bayshore Boulevard, Suite 1400 Tampa, FL 33629

________________________________________

Judith Anne Sorrento

Title: Independent Director

Address:

88 Morningside Drive, Unit 12B New York, NY 10027

LETTER AGREEMENT
January 19, 2022
Pellegrino Hospitality Acquisition Corp. c/o Pellegrino Capital Group LLC 1440 Gulf Shore Boulevard North, Suite 600 Naples, FL 34102
To Each of the Parties Listed on the Signature Pages Hereto:
Ladies and Gentlemen:
This Letter Agreement (this "Letter Agreement") is being entered into as of January 19, 2022, by and among Pellegrino Hospitality Acquisition Corp., a Delaware corporation (the "Company" or "PHAC"), Pellegrino Capital Group LLC, a Delaware limited liability company (the "Sponsor" or "PCG"), having its principal office at 1440 Gulf Shore Boulevard North, Suite 600, Naples, FL 34102, and each of the undersigned officers and directors of the Company (each, an "Insider" and collectively, the "Insiders"):
•  Marco A. Pellegrino — Chairman and Chief Executive Officer
•  Daniella R. Pellegrino — President and Chief Financial Officer
•  Vincent Abruzzi — Chief Operating Officer
•  Constance Liu-Harmon — Independent Director
•  Dr. Rafael Espinosa — Independent Director
•  Judith Anne Sorrento — Independent Director
Each of the Company, the Sponsor, and the Insiders are sometimes referred to herein individually as a "Party" and collectively as the "Parties."
RECITALS
WHEREAS, the Company is a blank-check company incorporated in the State of Delaware on September 30, 2021, formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses in the hospitality and leisure sector (the "Business Combination");
WHEREAS, the Company is consummating an initial public offering (the "IPO") of 15,000,000 units (the "Units"), at a price of $10.00 per Unit, with each Unit consisting of one share of the Company's Class A common stock, par value $0.0001 per share (the "Class A common stock"), and one-half of one redeemable warrant (each whole warrant, a "Public Warrant"), each Public Warrant exercisable for one share of Class A common stock at an exercise price of $11.50 per share, for aggregate gross proceeds of $150,000,000, pursuant to a Registration Statement on Form S-1 (File No. 333-260847; CIK 0001937482) declared effective by the Securities and Exchange Commission (the "SEC") on January 14, 2022, with the Units to be listed on the Nasdaq Capital Market under the ticker symbol "PHAU" (the shares of Class A common stock underlying the Units to be listed under the ticker symbol "PHA" and the Public Warrants underlying the Units to be listed under the ticker symbol "PHAW");
WHEREAS, pursuant to the Underwriting Agreement dated as of January 19, 2022 (the "Underwriting Agreement") among the Company, the Sponsor, and Meridian Tidewater Securities LLC, as representative of the several underwriters (including Brindoval Partners Capital LLC, as co-manager), the underwriters have been granted a 45-day option to purchase up to an additional 2,250,000 Units (the "Over-Allotment Units") to cover over-allotments, if any, at the IPO price, representing up to $22,500,000 in additional gross proceeds;
WHEREAS, the Sponsor holds 3,750,000 shares of the Company's Class B common stock, par value $0.0001 per share (the "Class B common stock" and such shares, the "Founder Shares"), which represent approximately 20% of the Company's issued and outstanding shares of common stock following the consummation of the IPO (calculated as follows: 15,000,000 shares of Class A common stock plus 3,750,000 shares of Class B common stock equals 18,750,000 total shares of common stock outstanding; 3,750,000 divided by 18,750,000 equals 20.0%), acquired by the Sponsor for an aggregate purchase price of $25,000 (approximately $0.0067 per share) on October 5, 2021;
WHEREAS, up to 487,500 Founder Shares are subject to forfeiture by the Sponsor to the extent that the underwriters' over-allotment option is not exercised in full, in order to maintain the Founder Shares at approximately 20% of the total issued and outstanding shares of common stock of the Company following the IPO;
WHEREAS, simultaneously with the closing of the IPO, the Sponsor will purchase an aggregate of 5,500,000 warrants (the "Private Placement Warrants") at a price of $1.00 per Private Placement Warrant (for an aggregate purchase price of $5,500,000), and, in connection with the exercise of the over-allotment option in full, up to an additional 825,000 Private Placement Warrants (for an aggregate purchase price of up to $825,000), in each case pursuant to the Private Placement Warrants Purchase Agreement dated as of January 19, 2022 (the "Private Placement Warrants Purchase Agreement"), between the Company and the Sponsor;
WHEREAS, an aggregate of $152,500,000 of the IPO proceeds and the proceeds from the sale of the Private Placement Warrants (net of the $3,000,000 upfront underwriting discount payable to the underwriters) will be deposited in a trust account (the "Trust Account") at Atlantic Seaboard Trust Company, N.A. (the "Trustee"), pursuant to the Investment Management Trust Agreement dated as of January 19, 2022 (the "Trust Agreement"), between the Company and the Trustee;
WHEREAS, the Insiders and the Sponsor desire to enter into this Letter Agreement as a condition to, and as an inducement for, the underwriters to consummate the IPO; and
WHEREAS, capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Company's Amended and Restated Certificate of Incorporation filed with the Secretary of State of the State of Delaware on the closing date of the IPO (DE SOS File No. 6148293) (the "Charter") or the Underwriting Agreement, as applicable.
NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
1. Transfer Restrictions on Founder Shares, Private Placement Warrants, and Underlying Securities.
(a) Lock-Up Period — Founder Shares. Each Insider and the Sponsor hereby agrees that, with respect to any Founder Shares (shares of Class B common stock) held by such Insider or the Sponsor, as applicable, such Insider or the Sponsor shall not Transfer (as defined in Section 1(c) below) any such Founder Shares during the period (the "Founder Share Lock-Up Period") commencing on the date hereof and ending on the earlier of:
(i) one (1) year after the date of the completion of the Company's initial Business Combination; or
(ii) the date following the completion of the initial Business Combination on which the Company completes a liquidation, merger, capital stock exchange, reorganization, or other similar transaction that results in all of the Company's stockholders having the right to exchange their shares of common stock for cash, securities, or other property (a "Subsequent Transaction").
Notwithstanding the foregoing, the Founder Shares shall be released from the restrictions set forth in this Section 1(a) prior to the expiration of the Founder Share Lock-Up Period if, subsequent to the completion of the initial Business Combination, the closing price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, stock capitalizations, reorganizations, recapitalizations, and similar events) for any twenty (20) trading days within any thirty (30)-trading-day period commencing at least one hundred fifty (150) days after the date of the completion of the initial Business Combination (the "Early Release Condition").
(b) Transfer Restrictions on Private Placement Warrants and Underlying Securities. The Sponsor hereby agrees not to Transfer any Private Placement Warrants (or any shares of Class A common stock issuable upon the exercise of such Private Placement Warrants) during the period commencing on the date hereof and ending on the date that is thirty (30) days after the date of the completion of the Company's initial Business Combination (the "Private Placement Lock-Up Period" and, together with the Founder Share Lock-Up Period, each a "Lock-Up Period"). For the avoidance of doubt, the restrictions set forth in this Section 1(b) apply to the Sponsor and to each Insider to the extent such Insider holds Private Placement Warrants or shares of Class A common stock issuable upon the exercise thereof.
(c) Definition of "Transfer." As used in this Letter Agreement, the term "Transfer" means:
(i) to sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase, or otherwise dispose of or agree to dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations of the SEC promulgated thereunder, with respect to any Founder Shares, Private Placement Warrants, or shares of Class A common stock underlying such Private Placement Warrants;
(ii) to enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Founder Shares, Private Placement Warrants, or shares of Class A common stock underlying such Private Placement Warrants, whether any such transaction described in this clause (ii) is to be settled by delivery of such securities, in cash, or otherwise; or
(iii) to publicly announce any intention to effect any transaction specified in clause (i) or clause (ii) above.
(d) Permitted Transfers. Notwithstanding the restrictions set forth in Sections 1(a) and 1(b) above, Transfers of Founder Shares, Private Placement Warrants, or shares of Class A common stock underlying such Private Placement Warrants shall be permitted:
(i) to the Company's officers or directors, any affiliates or family members of any of the Company's officers or directors, any members of the Sponsor, or any affiliates of the Sponsor;
(ii) in the case of an individual, by gift to a member of such individual's immediate family (as defined below) or to a trust, the beneficiary of which is a member of such individual's immediate family, an affiliate of such individual, or to a charitable organization;
(iii) in the case of an individual, by virtue of the laws of descent and distribution upon death of such individual;
(iv) in the case of an individual, pursuant to a qualified domestic relations order;
(v) by private sales or transfers made in connection with the consummation of the initial Business Combination at prices no greater than the price at which the Founder Shares were originally purchased by the Sponsor;
(vi) in the event of the Company's liquidation prior to the completion of the initial Business Combination; or
(vii) by virtue of the laws of the State of Delaware or the Sponsor's limited liability company agreement upon dissolution of the Sponsor;
provided, in each case (other than in the case of clause (vi) above), that the applicable transferee enters into a written agreement with the Company, in form and substance reasonably satisfactory to the Company, agreeing to be bound by the terms of this Letter Agreement with respect to such transferred Founder Shares, Private Placement Warrants, or underlying shares of Class A common stock.
For purposes of this Letter Agreement, "immediate family" shall mean a person's spouse, lineal descendants (including adopted children), father, mother, brother, or sister.
2. Voting Obligations.
(a) Voting of Founder Shares and Other Shares in Favor of Business Combination. Each Insider and the Sponsor hereby agree that, during the term of this Letter Agreement, such Insider or the Sponsor, as applicable, shall vote any Founder Shares held by such Insider or the Sponsor, and any shares of Class A common stock acquired by such Insider or the Sponsor during or after the IPO (including, without limitation, shares of Class A common stock purchased in the open market or in privately negotiated transactions), in favor of any proposed initial Business Combination presented to the Company's stockholders for approval. The Insiders and the Sponsor acknowledge that the obligations set forth in this Section 2(a) are material inducements for the underwriters to consummate the IPO and that such obligations are being entered into for the benefit of the underwriters and the Company's public stockholders.
(b) No Solicitation of Proxies Against Business Combination; No Inconsistent Voting Arrangements. Each Insider and the Sponsor hereby agree that they shall not: (i) deposit any Founder Shares or other shares of common stock of the Company into a voting trust; (ii) enter into any voting arrangement, whether by proxy, voting agreement, or otherwise, that is inconsistent with the obligations set forth in this Section 2; or (iii) take any other action that would in any way restrict, limit, or interfere with the performance of the obligations set forth in this Section 2. No Insider or the Sponsor shall solicit or encourage any other stockholder of the Company to vote against or otherwise oppose any proposed initial Business Combination.
3. Waiver of Redemption Rights.
(a) Waiver with Respect to Founder Shares. Each Insider and the Sponsor hereby agree to waive their redemption rights with respect to all Founder Shares (shares of Class B common stock) held by them in connection with the consummation of the initial Business Combination. The Insiders and the Sponsor further agree that they will not seek redemption with respect to any Founder Shares in connection with a stockholder vote to approve the initial Business Combination, or in connection with a tender offer conducted by the Company in connection therewith. Each Insider and the Sponsor acknowledge that the Founder Shares have no right to participate in any redemption distribution from the Trust Account under the terms of the Charter.
(b) Waiver with Respect to Class A Shares Acquired After IPO. Each Insider and the Sponsor hereby agree to waive their redemption rights with respect to any shares of Class A common stock held by them in connection with the consummation of the initial Business Combination; provided, however, that this waiver shall not apply to any shares of Class A common stock acquired by the Insiders or the Sponsor in the IPO or in the aftermarket (i.e., through open market purchases following the IPO). For the avoidance of doubt, the Insiders and the Sponsor shall retain their redemption rights with respect to any shares of Class A common stock included in the Units purchased by them, if any, in the IPO or in the aftermarket.
(c) No Redemption Triggering Provisions. In no event shall any Insider or the Sponsor redeem, or exercise any redemption rights with respect to, any Founder Shares or any shares of Class A common stock subject to the waiver set forth in Section 3(b) above if such redemption would cause the Company to fail to complete the initial Business Combination within the time periods set forth in the Charter. The Insiders and the Sponsor further agree that they will not take any action, or fail to take any action, that would result in the Trust Account being subject to claims or distributions in a manner inconsistent with the Charter or the Trust Agreement.
4. Waiver of Liquidation Distribution Rights.
(a) Waiver of Liquidating Distributions from Trust Account. Each Insider and the Sponsor hereby agree to waive their rights to liquidating distributions from the Trust Account held at Atlantic Seaboard Trust Company, N.A. with respect to any Founder Shares (shares of Class B common stock) held by them if the Company fails to complete an initial Business Combination within the applicable time period set forth in the Charter (which time period is eighteen (18) months from the closing of the IPO (i.e., August 4, 2023), or, if extended pursuant to the terms of the Charter, twenty-four (24) months from the closing of the IPO (i.e., February 4, 2024)). The Trust Account initially holds $152,500,000, which amount may increase to up to $175,375,000 upon exercise of the underwriters' over-allotment option in full and the corresponding purchase of additional Private Placement Warrants. Each Insider and the Sponsor hereby acknowledge and agree that they have no right, title, interest, or claim of any kind (each, a "Claim") in or to any monies held in the Trust Account or any distributions therefrom with respect to any Founder Shares held by them, and each Insider and the Sponsor hereby irrevocably waive any Claim they may have in the future in or to any such monies with respect to Founder Shares. For the avoidance of doubt, this waiver shall not apply to any shares of Class A common stock acquired by any Insider or the Sponsor in or after the IPO.
(b) Limitation on Claims Against Trust; No Amendment to Redemption Provisions. The Insiders and the Sponsor hereby agree not to propose any amendment to the Charter that would affect the substance or timing of the Company's obligation to redeem 100% of the outstanding shares of Class A common stock if the Company does not complete an initial Business Combination within the applicable time period set forth in the Charter, unless the Company provides its public stockholders with the opportunity to redeem their shares of Class A common stock upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its income and franchise taxes, divided by the number of then-outstanding shares of Class A common stock. This Section 4(b) is intended to protect the interests of the holders of shares of Class A common stock sold in the IPO and is a material inducement for the underwriters to consummate the IPO.
5. Business Combination Deadline and Liquidation Obligations.
(a) Business Combination Deadline. The Company shall have eighteen (18) months from the closing of the IPO (which closing is expected to occur on January 24, 2022) — that is, until August 4, 2023 — to consummate an initial Business Combination. The deadline for consummation of an initial Business Combination may be extended to twenty-four (24) months from the closing of the IPO — that is, until February 4, 2024 — upon the deposit by the Sponsor (or its designees) of extension payments in the amount and on the terms specified in the Charter.
(b) Obligation to Dissolve and Liquidate. Each Insider and the Sponsor hereby agree that, if the Company does not complete an initial Business Combination within the applicable time period set forth in Section 5(a) above, the Company shall:
(i) cease all operations except for the purpose of winding up its affairs;
(ii) as promptly as reasonably possible, but not more than ten (10) business days thereafter, redeem 100% of the outstanding shares of Class A common stock at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned thereon (net of taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then-outstanding shares of Class A common stock, which redemption will completely extinguish public stockholders' rights as stockholders of the Company (including the right to receive further liquidating distributions, if any); and
(iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company's remaining stockholders and the Company's board of directors, proceed to dissolve and liquidate the Company in accordance with applicable law.
(c) Insider Support for Liquidation. Each Insider hereby agrees that, if no initial Business Combination is completed within the applicable time period set forth in Section 5(a) above, such Insider will, if necessary, vote in favor of any plan of dissolution and distribution and take all other reasonable actions necessary to facilitate the winding up of the Company's affairs, including voting in favor of any resolutions of the Company's board of directors or stockholders necessary to effectuate the dissolution and liquidation of the Company in accordance with applicable law.
6. Forfeiture of Founder Shares.
(a) Forfeiture in Connection with Over-Allotment. The Sponsor hereby acknowledges and agrees that up to 487,500 Founder Shares are subject to forfeiture to the extent that the over-allotment option granted to the underwriters pursuant to the Underwriting Agreement is not exercised in full, so that the Founder Shares will represent approximately 20% of the Company's total issued and outstanding shares of common stock following the consummation of the IPO (assuming no other issuances of shares of common stock). By way of illustration, if the over-allotment option is exercised in full, the total number of shares of Class A common stock outstanding will be 17,250,000 (15,000,000 shares from the IPO plus 2,250,000 Over-Allotment shares), and the total number of Founder Shares will be 4,237,500 (3,750,000 shares currently held by the Sponsor plus 487,500 shares no longer subject to forfeiture); accordingly, the Founder Shares would represent approximately 19.72% of total issued and outstanding shares (4,237,500 divided by 21,487,500), which is rounded to approximately 20% per the Company's organizational documents. If the over-allotment option is not exercised, or is exercised only in part, a proportionate number of Founder Shares (up to the maximum of 487,500) shall be forfeited by the Sponsor so that the Founder Shares represent approximately 20% of the total issued and outstanding shares of common stock.
(b) Mechanics of Forfeiture. Any Founder Shares forfeited pursuant to Section 6(a) above shall be cancelled by the Company for no consideration. The Sponsor hereby agrees to surrender any stock certificates representing forfeited Founder Shares to the Company's transfer agent, Keymark Transfer Services LLC, promptly upon the determination of the final number of Founder Shares to be forfeited (which determination shall be made based on the number of Over-Allotment Units purchased by the underwriters). In the event that the Founder Shares are held in book-entry form, the Sponsor shall execute and deliver such instructions and authorizations as may be necessary or appropriate to effect the cancellation of such forfeited Founder Shares on the books and records of the Company's transfer agent.
7. Representations and Warranties of Each Insider and the Sponsor.
Each Insider and the Sponsor hereby represents and warrants, severally and not jointly, to the Company and to the underwriters, as of the date hereof, as follows:
(a) Authority and Binding Effect. Such Insider or the Sponsor, as applicable, has full power, authority, and legal capacity to execute, deliver, and perform its obligations under this Letter Agreement. This Letter Agreement has been duly executed and delivered by such Insider or the Sponsor, as applicable, and constitutes a valid and legally binding obligation of such Insider or the Sponsor, enforceable against such party in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting creditors' rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).
(b) No Conflicts. The execution, delivery, and performance by such Insider or the Sponsor, as applicable, of this Letter Agreement does not and will not: (i) conflict with, result in a breach or violation of, or constitute a default (with or without notice or lapse of time, or both) under any law, rule, regulation, judgment, order, writ, decree, or injunction applicable to such party; (ii) conflict with, result in a breach or violation of, or constitute a default under, or result in the acceleration of any obligation under, any agreement, contract, indenture, mortgage, or instrument to which such party is a party or by which such party or any of such party's assets are bound; or (iii) in the case of the Sponsor, conflict with or result in a violation of the organizational documents of the Sponsor.
(c) No Consideration for Voting or Redemption Waiver. No Insider has received, nor will any Insider receive, any consideration from any person or entity, directly or indirectly, in connection with any vote on, or approval of, the initial Business Combination, or in connection with the waiver of redemption rights set forth in this Letter Agreement, other than the Founder Shares and the Private Placement Warrants (or the shares of Class A common stock issuable upon the exercise thereof) described in this Letter Agreement and the Charter.
(d) Ownership of Founder Shares. The Sponsor hereby represents and warrants that it is the record and beneficial owner of 3,750,000 Founder Shares (subject to adjustment in connection with the exercise or non-exercise of the underwriters' over-allotment option as described in Section 6), free and clear of all liens, pledges, security interests, encumbrances, charges, and claims of any kind, except as set forth in this Letter Agreement and the Company's organizational documents. The Sponsor has not granted any option, warrant, right, or other agreement that would require the Transfer of any Founder Shares, except as contemplated by this Letter Agreement and the other agreements referenced herein.
8. Indemnification; Contribution.
(a) Trust Account Indemnification by Sponsor. The Sponsor hereby agrees that if any third party (including, without limitation, any vendor, service provider, prospective target business, or other entity or person that has entered into a written letter of intent, confidentiality or other agreement, or business relationship with the Company) brings any claim, suit, action, or proceeding against the Company that results in, or would result in, a reduction of the amount of funds in the Trust Account below the greater of (i) $10.00 per share of Class A common stock sold in the IPO (the "Per Share Trust Amount") or (ii) such lesser amount per share of Class A common stock as is held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of the amount of interest that may be withdrawn from the Trust Account to pay taxes pursuant to the Trust Agreement, the Sponsor shall be personally liable to the Company and shall indemnify and hold harmless the Company from and against any and all losses, liabilities, claims, damages, and expenses (including, without limitation, reasonable attorneys' fees and expenses) to the extent necessary to ensure that the amount in the Trust Account is not reduced below the Per Share Trust Amount (or such lesser amount per share as is then held in the Trust Account).
This indemnification obligation of the Sponsor shall not apply to: (A) any Claim by a third party that has executed a valid and enforceable waiver of all right, title, interest, or claim of any kind in or to any monies held in the Trust Account (whether or not such waiver is enforceable); or (B) any Claim under the Company's indemnification obligations to the underwriters arising under the Underwriting Agreement, including, without limitation, the Company's obligation to indemnify the underwriters against certain liabilities under the Securities Act of 1933, as amended. The Sponsor's obligations under this Section 8(a) shall be several and not joint with the obligations of the Insiders under this Letter Agreement.
9. Insider Confidentiality Obligations.
Each Insider hereby agrees that, during the term of this Letter Agreement and thereafter, such Insider shall maintain the confidentiality of, and shall not disclose to any third party, any and all non-public information concerning potential business combination targets, negotiations with respect to potential business combinations, financial projections and analyses of potential business combination targets, and any other information provided to such Insider in connection with the Company's evaluation and pursuit of an initial Business Combination (collectively, "Confidential Information"), until such time as such Confidential Information is publicly disclosed by the Company in accordance with applicable law and regulations. Notwithstanding the foregoing, an Insider may disclose Confidential Information: (a) to the extent required by applicable law, rule, regulation, or legal or regulatory process (including, without limitation, in response to a subpoena or other legal process), provided that such Insider shall, to the extent legally permitted, promptly notify the Company of such requirement and cooperate with the Company in seeking a protective order or other appropriate remedy; (b) to such Insider's legal, tax, and financial advisors who need to know such information in connection with the provision of advisory services to such Insider, provided that such advisors are bound by obligations of confidentiality no less restrictive than those set forth herein; or (c) with the prior written consent of the Company's board of directors.
10. No Short Sales or Hedging.
During the Lock-Up Periods specified in Section 1 of this Letter Agreement, no Insider and the Sponsor shall engage in any Short Sales (as such term is defined in Regulation SHO promulgated under the Exchange Act) with respect to any securities of the Company, including, without limitation, any shares of Class A common stock, shares of Class B common stock, Public Warrants, or Private Placement Warrants. For the avoidance of doubt, the prohibition on Short Sales set forth in this Section 10 is in addition to, and not in lieu of, the restrictions on Transfers set forth in Section 1.
11. General Provisions.
(a) Entire Agreement. This Letter Agreement, together with the Charter (DE SOS File No. 6148293), the Underwriting Agreement dated as of January 19, 2022, the Trust Agreement dated as of January 19, 2022, the Registration Rights Agreement dated as of January 19, 2022 (the "Registration Rights Agreement"), the Private Placement Warrants Purchase Agreement dated as of January 19, 2022, the Warrant Agreement dated as of January 19, 2022 between the Company and Adriatic Health IT (or its successor), as warrant agent (the "Warrant Agreement"), and the Administrative Services Agreement dated as of January 19, 2022 between the Company and the Sponsor (the "Administrative Services Agreement"), constitutes the entire agreement of the Parties with respect to the subject matter hereof and supersedes all prior agreements, understandings, representations, and warranties, both written and oral, among the Parties with respect to the subject matter hereof.
(b) Amendment and Waiver. This Letter Agreement may not be amended, modified, supplemented, or otherwise changed except by an instrument in writing signed by each of the Parties hereto. No waiver of any provision of this Letter Agreement shall be effective unless set forth in a writing signed by the Party granting such waiver, and no such waiver shall constitute a waiver of any other provision of this Letter Agreement or a continuing waiver of the provision so waived. No failure or delay by any Party in exercising any right, power, or privilege under this Letter Agreement shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power, or privilege hereunder.
(c) Governing Law. This Letter Agreement shall be governed by, and construed and interpreted in accordance with, the laws of the State of Delaware, without giving effect to any choice or conflict of laws provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware.
(d) Jurisdiction and Venue. Each Party hereby irrevocably submits to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or, if such court declines to accept jurisdiction or lacks subject matter jurisdiction, the federal courts of the United States of America sitting in the State of Delaware, and, in the absence of federal jurisdiction, the Superior Court of the State of Delaware) for the adjudication of any dispute, controversy, or claim arising out of, relating to, or in connection with this Letter Agreement, including the validity, interpretation, performance, breach, or termination hereof, and each Party irrevocably waives, and agrees not to assert in any suit, action, or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action, or proceeding is improper, or that such forum is inconvenient. Each Party agrees that a final, non-appealable judgment in any such suit, action, or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Each Party irrevocably consents to service of process in the manner provided for notices in Section 11(h) of this Letter Agreement.
(e) Successors and Assigns. This Letter Agreement shall be binding upon and shall inure to the benefit of the Parties hereto and their respective heirs, executors, administrators, legal representatives, successors, and permitted assigns. No Party may assign its rights or delegate its obligations under this Letter Agreement without the prior written consent of each of the other Parties hereto, except that the Sponsor may assign its rights and obligations hereunder to a permitted transferee under Section 1(d), provided that such permitted transferee agrees in writing to be bound by all of the terms and conditions of this Letter Agreement applicable to the Sponsor.
(f) Severability. If any term, provision, covenant, or restriction of this Letter Agreement is held by a court of competent jurisdiction to be invalid, illegal, void, or unenforceable, the remainder of the terms, provisions, covenants, and restrictions set forth herein shall remain in full force and effect and shall in no way be affected, impaired, or invalidated. Upon such determination that any term, provision, covenant, or restriction is invalid, illegal, void, or unenforceable, the Parties shall negotiate in good faith to modify this Letter Agreement so as to effect the original intent of the Parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated herein be consummated as originally contemplated to the greatest extent possible.
(g) Counterparts. This Letter Agreement may be executed in one or more counterparts (including by means of facsimile or portable document format (.pdf) transmission or other electronic signature, including any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.DocuSign.com), each of which shall be deemed an original and all of which, when taken together, shall constitute one and the same instrument.
(h) Notices. All notices, requests, demands, consents, waivers, and other communications required or permitted to be given under this Letter Agreement shall be in writing and shall be deemed to have been duly given: (i) when delivered in person; (ii) when sent by facsimile (with confirmation of transmission) or electronic mail (with confirmation of receipt); (iii) on the next business day after deposit with a nationally recognized overnight courier service, prepaid; or (iv) on the third business day after mailing by certified or registered mail, return receipt requested, postage prepaid, in each case addressed as follows (or to such other address as may be designated in writing by the applicable Party from time to time):
If to the Company:
Pellegrino Hospitality Acquisition Corp. c/o Pellegrino Capital Group LLC 1440 Gulf Shore Boulevard North, Suite 600 Naples, FL 34102
Attention: Marco A. Pellegrino, Chairman & Chief Executive Officer
If to the Sponsor:
Pellegrino Capital Group LLC 1440 Gulf Shore Boulevard North, Suite 600 Naples, FL 34102
Attention: Marco A. Pellegrino, Managing Member
If to any Insider:
At the address set forth below such Insider's name on the signature page hereto.
With a copy (which shall not constitute notice) to:
Calderwood & Harkness LLP 425 Lexington Avenue New York, NY 10017
Attention: Theodore Langston
With a copy (which shall not constitute notice) to:
Garrison Whitfield LLP 51 West 52nd Street New York, NY 10019
Attention: Stuart Halverson
(i) Third-Party Beneficiaries. Meridian Tidewater Securities LLC and Brindoval Partners Capital LLC, as underwriters of the IPO, are intended third-party beneficiaries of this Letter Agreement and shall have the right, power, and authority to enforce the provisions of this Letter Agreement directly against the Insiders and the Sponsor as if they were parties hereto. Atlantic Seaboard Trust Company, N.A., as trustee of the Trust Account, is an intended third-party beneficiary of this Letter Agreement solely with respect to Sections 4 and 8 hereof and shall have the right to enforce the provisions of such Sections directly against the Insiders and the Sponsor. Except as set forth in this Section 11(i), this Letter Agreement is not intended to, and shall not, confer any rights or remedies upon any person or entity other than the Parties hereto.
(j) Survival. The obligations of the Insiders and the Sponsor set forth in Sections 3, 4, and 8 of this Letter Agreement shall survive the consummation of the IPO and shall continue in full force and effect following the consummation of the initial Business Combination (or, if the Company is liquidated and dissolved without completing an initial Business Combination, following such liquidation and dissolution). All representations and warranties contained in this Letter Agreement shall survive the execution and delivery of this Letter Agreement and the consummation of the IPO.
(k) Specific Performance. Each Party acknowledges and agrees that a breach or threatened breach of any obligation under this Letter Agreement would give rise to irreparable harm for which monetary damages would not be an adequate remedy, and hereby agrees that, in the event of any such breach or threatened breach by any Party, each of the other Parties shall, in addition to any and all other rights and remedies that may be available to such Party at law, in equity, or otherwise, be entitled to seek and obtain equitable relief, including, without limitation, an injunction, specific performance, and any other relief available from a court of competent jurisdiction (without any requirement to post bond or other security, or to prove actual damages or that monetary damages will not afford an adequate remedy, each of which is hereby waived to the fullest extent permitted by applicable law). Each Party further agrees not to raise any objections to the availability of the equitable remedy of specific performance to prevent or restrain breaches or threatened breaches of this Letter Agreement by such Party, and to specifically enforce the terms and provisions of this Letter Agreement to prevent breaches or threatened breaches of, or to enforce compliance with, the covenants and obligations of such Party under this Letter Agreement.
[Signature Pages Follow]
SIGNATURE PAGE TO LETTER AGREEMENT
IN WITNESS WHEREOF, each of the undersigned has executed this Letter Agreement as of the date first written above.
COMPANY:
PELLEGRINO HOSPITALITY ACQUISITION CORP.
By: ________
Name: Marco A. Pellegrino
Title: Chairman and Chief Executive Officer
Date: January 19, 2022
SIGNATURE PAGE TO LETTER AGREEMENT
SPONSOR:
PELLEGRINO CAPITAL GROUP LLC
By: ________
Name: Marco A. Pellegrino
Title: Managing Member
Date: January 19, 2022
SIGNATURE PAGE TO LETTER AGREEMENT
INSIDERS:
________________________________________
Marco A. Pellegrino
Title: Chairman and Chief Executive Officer
Address:
c/o Pellegrino Capital Group LLC 1440 Gulf Shore Boulevard North, Suite 600 Naples, FL 34102
________________________________________
Daniella R. Pellegrino
Title: President and Chief Financial Officer
Address:
c/o Pellegrino Capital Group LLC 1440 Gulf Shore Boulevard North, Suite 600 Naples, FL 34102
________________________________________
Vincent Abruzzi
Title: Chief Operating Officer
Address:
c/o Pellegrino Capital Group LLC 1440 Gulf Shore Boulevard North, Suite 600 Naples, FL 34102
SIGNATURE PAGE TO LETTER AGREEMENT
________________________________________
Constance Liu-Harmon
Title: Independent Director
Address:
14 Briar Hollow Lane, Apt. 9C Greenwich, CT 06830
________________________________________
Dr. Rafael Espinosa
Title: Independent Director
Address:
2701 Bayshore Boulevard, Suite 1400 Tampa, FL 33629
________________________________________
Judith Anne Sorrento
Title: Independent Director
Address:
88 Morningside Drive, Unit 12B New York, NY 10027

LETTER AGREEMENT

RECITALS

SIGNATURE PAGE TO LETTER AGREEMENT

COMPANY:

PELLEGRINO HOSPITALITY ACQUISITION CORP.

SIGNATURE PAGE TO LETTER AGREEMENT

SPONSOR:

PELLEGRINO CAPITAL GROUP LLC

SIGNATURE PAGE TO LETTER AGREEMENT

INSIDERS:

SIGNATURE PAGE TO LETTER AGREEMENT

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