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PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT

Dated as of January 19, 2022

by and between

PELLEGRINO HOSPITALITY ACQUISITION CORP.

a Delaware corporation

and

PELLEGRINO CAPITAL GROUP LLC

a Delaware limited liability company

PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT

This PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (this "Agreement") is entered into as of January 19, 2022, by and between Pellegrino Hospitality Acquisition Corp., a Delaware corporation (the "Company"), and Pellegrino Capital Group LLC, a Delaware limited liability company (the "Purchaser" or the "Sponsor").

RECITALS

WHEREAS, the Company is a blank-check company 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 (an "initial Business Combination");

WHEREAS, the Company has entered into an Underwriting Agreement dated January 19, 2022 (the "Underwriting Agreement") with Meridian Tidewater Securities LLC, as representative of the several underwriters named therein (including Brindoval Partners Capital LLC, as co-manager) (collectively, the "Underwriters"), in connection with the Company's initial public offering (the "IPO") of 15,000,000 units (the "Units") at a price of $10.00 per Unit, for aggregate gross proceeds of $150,000,000, with each Unit consisting of one (1) share of Class A common stock, par value $0.0001 per share (the "Class A Common Stock"), and one-half (1/2) of one redeemable warrant (each whole warrant, a "Public Warrant");

WHEREAS, the Company and Atlantic Seaboard Trust Company, N.A., a national banking association (the "Trustee"), have entered into an Investment Management Trust Agreement dated January 19, 2022 (the "Trust Agreement") establishing a trust account (the "Trust Account") for the deposit of substantially all of the net proceeds from the IPO and the proceeds from the sale of the Private Placement Warrants (as defined below);

WHEREAS, the Company desires to issue and sell to the Purchaser, and the Purchaser desires to purchase from the Company, an aggregate of 5,500,000 warrants (the "Private Placement Warrants") at a purchase price of $1.00 per warrant, for an aggregate purchase price of $5,500,000 (the "Purchase Price"), such purchase and sale to occur simultaneously with the closing of the IPO (the "IPO Closing Date"), which is expected to occur on or about January 24, 2022;

WHEREAS, the Underwriting Agreement grants the Underwriters a forty-five (45) day option to purchase up to an additional 2,250,000 Units (the "Over-Allotment Option"), and in connection with any exercise of the Over-Allotment Option, in whole or in part, the Purchaser has agreed to purchase additional Private Placement Warrants as more particularly set forth herein;

WHEREAS, each Private Placement Warrant shall be exercisable for one (1) share of Class A Common Stock at an exercise price of $11.50 per share, subject to adjustment, pursuant to the terms and conditions of that certain Warrant Agreement dated January 19, 2022, by and between the Company and Keymark Transfer Services LLC, as warrant agent (the "Warrant Agreement"); and

WHEREAS, the Private Placement Warrants and the shares of Class A Common Stock issuable upon exercise thereof have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), and are being sold in reliance on an exemption from registration provided by Section 4(a)(2) of the Securities Act and Regulation D promulgated thereunder.

NOW, THEREFORE, in consideration of the mutual covenants, agreements, representations, and warranties contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE I — DEFINITIONS

Section 1.1 — Definitions. As used in this Agreement, the following terms shall have the meanings set forth below. Capitalized terms used but not otherwise defined in this Agreement shall have the meanings ascribed to them in the Warrant Agreement or the Trust Agreement, as applicable.

"Additional Private Placement Warrants" means up to 825,000 additional Private Placement Warrants purchasable by the Purchaser in the event of a full or partial exercise of the Over-Allotment Option, as described in Section 2.2 hereof. For the avoidance of doubt, if the Over-Allotment Option is exercised in part, the number of Additional Private Placement Warrants shall be proportionally adjusted as provided in Section 2.2.

"Administrative Services Agreement" means the Administrative Services Agreement dated January 19, 2022, by and between the Company and the Purchaser, pursuant to which the Purchaser has agreed to make available to the Company certain office space, utilities, secretarial, and administrative services.

"Affiliate" means, with respect to any specified Person, any other Person that directly or indirectly controls, is controlled by, or is under common control with such specified Person, where "control" (including the terms "controlled by" and "under common control with") means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract, or otherwise.

"Agreement" means this Private Placement Warrants Purchase Agreement, including all schedules and exhibits hereto, as the same may be amended, modified, supplemented, or restated from time to time in accordance with Section 10.4 hereof.

"Amended and Restated Certificate of Incorporation" means the Amended and Restated Certificate of Incorporation of the Company, as filed with the Secretary of State of the State of Delaware on or about January 24, 2022, in connection with the consummation of the IPO, as the same may be further amended, restated, supplemented, or otherwise modified from time to time.

"Business Combination" has the meaning set forth in the Amended and Restated Certificate of Incorporation of the Company filed with the Secretary of State of the State of Delaware on January 24, 2022, and shall include a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses or entities, as contemplated therein.

"Business Combination Deadline" means the date that is eighteen (18) months from the IPO Closing Date (i.e., August 4, 2023), which date may be extended to twenty-four (24) months from the IPO Closing Date (i.e., February 4, 2024) upon the deposit of extension payments into the Trust Account in accordance with the Amended and Restated Certificate of Incorporation.

"Class A Common Stock" means the Class A common stock, par value $0.0001 per share, of the Company.

"Class B Common Stock" or "Founder Shares" means the Class B common stock, par value $0.0001 per share, of the Company, of which 3,750,000 shares were initially issued to the Purchaser, subject to anti-dilution adjustment to 4,237,500 shares upon the full exercise of the Over-Allotment Option, and which shares shall automatically convert into shares of Class A Common Stock at the time of the initial Business Combination on a one-for-one basis, subject to adjustment as set forth in the Amended and Restated Certificate of Incorporation.

"Commission" or "SEC" means the United States Securities and Exchange Commission.

"Company" means Pellegrino Hospitality Acquisition Corp., a Delaware corporation, EIN 87-3294815, with its principal office located c/o Pellegrino Capital Group LLC, 1440 Gulf Shore Boulevard North, Suite 600, Naples, Florida 34102.

"Effective Date" means January 14, 2022, the date on which the SEC declared the Registration Statement effective.

"Exchange Act" means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

"Exercise Price" means $11.50 per share of Class A Common Stock, subject to adjustment as set forth in the Warrant Agreement.

"FINRA" means the Financial Industry Regulatory Authority, Inc.

"Governmental Authority" means any federal, state, local, or foreign government or political subdivision thereof, or any agency, authority, bureau, commission, department, or instrumentality of such government or political subdivision, or any self-regulatory organization or other non-governmental regulatory authority, or any court, tribunal, or judicial or arbitral body.

"IPO" means the initial public offering of Units by the Company pursuant to the Registration Statement on Form S-1 (File No. 333-260847).

"IPO Closing Date" means the date of the closing of the IPO, which occurred on January 24, 2022.

"Letter Agreement" or "Insider Letter" means the Letter Agreement dated January 19, 2022, by and among the Company, the Purchaser, and each of the Company's officers and directors, pursuant to which, among other things, the Purchaser and such officers and directors agreed to certain transfer restrictions, voting obligations, and waiver of redemption and liquidation rights with respect to the Founder Shares and the Private Placement Warrants.

"Lien" means any mortgage, pledge, lien, encumbrance, charge, security interest, or other similar restriction.

"Losses" means any and all losses, damages, liabilities, obligations, penalties, fines, judgments, settlements, claims, demands, suits, actions, causes of action, costs, and expenses (including, without limitation, reasonable attorneys' fees, costs of investigation, and court costs).

"Nasdaq" means the Nasdaq Stock Market LLC. The Company's Units are listed under the ticker symbol "PHAU," shares of Class A Common Stock are listed under the ticker symbol "PHA," and Warrants are listed under the ticker symbol "PHAW."

"Over-Allotment Closing Date" means the date of the closing of the sale of additional Units in connection with the exercise, in whole or in part, of the Over-Allotment Option by the Underwriters.

"Over-Allotment Option" means the option granted to the Underwriters pursuant to the Underwriting Agreement to purchase up to an additional 2,250,000 Units at the IPO offering price, less the underwriting discount, exercisable for a period of forty-five (45) days from the date of the final prospectus filed in connection with the IPO.

"Permitted Transferees" means, with respect to the Purchaser, (i) any officer or director of the Company, (ii) any Affiliate of the Purchaser, (iii) any member of the immediate family (as defined in the rules and regulations of the SEC) of any officer, director, or member of the Purchaser, (iv) any trust established for the direct or indirect benefit of the Purchaser or any of the foregoing Persons, and (v) any other Person approved in writing by the Company; provided, in each case, that any such Permitted Transferee agrees in writing to be bound by the transfer restrictions set forth in this Agreement and in the Letter Agreement.

"Person" means any individual, corporation, partnership, limited liability company, trust, association, joint venture, or other entity or Governmental Authority.

"Private Placement Warrants" means the 5,500,000 warrants purchased by the Purchaser on the IPO Closing Date pursuant to Section 2.1 hereof, together with any Additional Private Placement Warrants purchased by the Purchaser pursuant to Section 2.2 hereof, in each case entitling the holder thereof to purchase one (1) share of Class A Common Stock at the Exercise Price, subject to the terms and conditions of this Agreement and the Warrant Agreement.

"Public Warrants" means the 7,500,000 redeemable warrants included in the Units sold in the IPO (based on the initial closing of 15,000,000 Units), with each Unit containing one-half (1/2) of one redeemable warrant, plus any additional warrants issued in connection with the exercise of the Over-Allotment Option.

"Purchase Price" means $1.00 per Private Placement Warrant.

"Purchaser" means Pellegrino Capital Group LLC, a Delaware limited liability company, EIN 65-1084273, with its principal office located at 1440 Gulf Shore Boulevard North, Suite 600, Naples, Florida 34102.

"Registration Rights Agreement" means the Registration Rights Agreement dated January 19, 2022, by and among the Company, the Purchaser, and certain initial security holders of the Company named therein, including Marco A. Pellegrino, Daniella R. Pellegrino, Vincent Abruzzi, Constance Liu-Harmon, Dr. Rafael Espinosa, and Judith Anne Sorrento.

"Registration Statement" means the Registration Statement on Form S-1 (File No. 333-260847, CIK 0001937482) filed by the Company with the SEC under the Securities Act in connection with the IPO, including all amendments thereto (including, without limitation, Amendment No. 1 filed on December 17, 2021, and Amendment No. 2 filed on January 11, 2022), and all exhibits, financial statements, schedules, and supplements included therein or filed therewith.

"Securities Act" means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

"Trust Account" means the trust account established at Atlantic Seaboard Trust Company, N.A., located at 100 Federal Street, Suite 2200, Boston, Massachusetts 02110, pursuant to the Trust Agreement, for the benefit of the Company's public stockholders.

"Trust Agreement" means the Investment Management Trust Agreement dated January 19, 2022, by and between the Company and Atlantic Seaboard Trust Company, N.A., as Trustee.

"Underwriting Agreement" means the Underwriting Agreement dated January 19, 2022, by and among the Company, the Purchaser, and Meridian Tidewater Securities LLC, as representative of the several Underwriters named therein.

"Units" means the units issued by the Company in connection with the IPO, each Unit consisting of one (1) share of Class A Common Stock and one-half (1/2) of one Public Warrant.

"Warrant Agreement" means the Warrant Agreement dated January 19, 2022, by and between the Company and Keymark Transfer Services LLC, as warrant agent, governing the terms and conditions of the Public Warrants and the Private Placement Warrants.

"Warrant Agent" means Keymark Transfer Services LLC, in its capacity as warrant agent under the Warrant Agreement.

Section 1.2 — Construction. For purposes of this Agreement, except as otherwise expressly provided herein or unless the context otherwise requires: (a) the meaning assigned to each term defined herein shall be equally applicable to both the singular and the plural forms of such term; (b) the words "herein," "hereof," "hereunder," and "herewith" and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement as a whole and not to any particular provision of this Agreement; (c) the word "including" (and variations thereof) shall mean "including, without limitation"; (d) all references to "Sections," "Articles," "Schedules," and "Exhibits" are intended to refer to Sections, Articles, Schedules, and Exhibits of or to this Agreement; and (e) all references to "$" or "dollars" shall be to United States dollars.

ARTICLE II — SALE AND PURCHASE OF PRIVATE PLACEMENT WARRANTS

Section 2.1 — Purchase and Sale at IPO Closing. On the terms and subject to the conditions set forth in this Agreement, the Company agrees to issue and sell to the Purchaser, and the Purchaser agrees to purchase from the Company, 5,500,000 Private Placement Warrants at a purchase price of $1.00 per Private Placement Warrant, for an aggregate purchase price of $5,500,000 (the "IPO Closing Purchase Price"). The purchase and sale of such Private Placement Warrants shall occur simultaneously with, and shall be conditioned upon, the consummation of the IPO Closing. The Purchaser shall deliver the IPO Closing Purchase Price of $5,500,000 by wire transfer of immediately available funds to the trust account maintained at Atlantic Seaboard Trust Company, N.A. (or to such other account as may be designated in writing by the Company) no later than one (1) business day prior to the IPO Closing Date, such funds to be released into the Trust Account simultaneously with the closing of the IPO. The wire transfer shall be made in accordance with the wire instructions set forth in Schedule A attached hereto. Upon receipt and confirmation of the IPO Closing Purchase Price in the Trust Account, the Company shall deliver to the Purchaser 5,500,000 Private Placement Warrants, either in certificated form substantially in the form attached hereto as Exhibit A or by book-entry through the Warrant Agent, as directed by the Purchaser in writing prior to the IPO Closing Date.

Section 2.2 — Additional Private Placement Warrants (Over-Allotment).

(a) In the event that the Underwriters exercise the Over-Allotment Option, in whole or in part, the Purchaser agrees to purchase from the Company, and the Company agrees to sell to the Purchaser, Additional Private Placement Warrants at a purchase price of $1.00 per Additional Private Placement Warrant.

(b) If the Over-Allotment Option is exercised in full with respect to all 2,250,000 additional Units, the Purchaser shall purchase an additional 825,000 Private Placement Warrants for an aggregate additional purchase price of $825,000. If the Over-Allotment Option is exercised in part, the number of Additional Private Placement Warrants to be purchased by the Purchaser shall be proportionally adjusted based on the ratio that the number of additional Units actually sold bears to the maximum number of additional Units subject to the Over-Allotment Option (2,250,000), rounded up to the nearest whole warrant. By way of example, if the Underwriters exercise the Over-Allotment Option with respect to 1,125,000 additional Units (representing 50% of the Over-Allotment Option), the Purchaser shall purchase 412,500 Additional Private Placement Warrants for an aggregate purchase price of $412,500.

(c) The purchase and sale of any Additional Private Placement Warrants shall occur simultaneously with the Over-Allotment Closing Date. The Purchaser shall deliver the applicable additional purchase price by wire transfer of immediately available funds to the Trust Account at Atlantic Seaboard Trust Company, N.A. in accordance with the wire instructions set forth in Schedule A hereto, no later than one (1) business day prior to the anticipated Over-Allotment Closing Date. Upon receipt and confirmation of such funds in the Trust Account, the Company shall deliver the corresponding number of Additional Private Placement Warrants to the Purchaser in the same manner as specified in Section 2.1 hereof.

(d) For the avoidance of doubt, the Over-Allotment Option was exercised in full on February 1, 2022, with the Over-Allotment Closing occurring on February 4, 2022. Accordingly, the Purchaser purchased 825,000 Additional Private Placement Warrants for an aggregate additional purchase price of $825,000. As of the date of the Over-Allotment Closing, the aggregate number of Private Placement Warrants outstanding under this Agreement is 6,325,000 warrants, representing an aggregate purchase price of $6,325,000.

Section 2.3 — Deposit of Proceeds into Trust Account.

(a) The Purchase Price for all Private Placement Warrants (including any Additional Private Placement Warrants) shall be deposited in the Trust Account at Atlantic Seaboard Trust Company, N.A. and held and administered in accordance with the terms of the Trust Agreement.

(b) At the IPO Closing, $5,500,000 in Private Placement Warrant proceeds shall be deposited in the Trust Account, contributing to a total initial trust deposit of approximately $152,500,000, calculated as follows:

(i) Gross IPO proceeds from the sale of 15,000,000 Units: $150,000,000;

(ii) Plus Private Placement Warrant proceeds: $5,500,000;

(iii) Less upfront underwriting discount payable to the Underwriters (2.0% of gross IPO proceeds): ($3,000,000);

(iv) Total initial Trust Account deposit: $152,500,000 (representing approximately $10.1667 per share of Class A Common Stock).

(c) At the Over-Allotment Closing (upon full exercise of the Over-Allotment Option), $825,000 in additional Private Placement Warrant proceeds shall be deposited in the Trust Account, contributing to an additional trust deposit of approximately $22,875,000, calculated as follows:

(i) Gross proceeds from the sale of 2,250,000 additional Units: $22,500,000;

(ii) Plus additional Private Placement Warrant proceeds: $825,000;

(iii) Less additional upfront underwriting discount (2.0% of additional gross proceeds): ($450,000);

(iv) Total additional Trust Account deposit: $22,875,000.

(d) Following both the IPO Closing and the Over-Allotment Closing (upon full exercise of the Over-Allotment Option), the total aggregate balance of the Trust Account shall be approximately $175,375,000 (exclusive of any interest earned thereon), representing approximately $10.1667 per share of Class A Common Stock (calculated on the basis of 17,250,000 shares of Class A Common Stock outstanding following both closings, before giving effect to the conversion of Founder Shares). Such funds shall be held and invested in accordance with the Trust Agreement in (x) United States government treasury obligations with maturities of one hundred eighty-five (185) days or less, or (y) money market funds meeting the conditions of paragraphs (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 United States treasuries, as more particularly described in the Trust Agreement.

Section 2.4 — Use of Proceeds.

(a) The proceeds from the sale of the Private Placement Warrants (including any Additional Private Placement Warrants), together with the net proceeds from the IPO, shall be deposited in the Trust Account and held and administered in accordance with the Trust Agreement. No amounts held in the Trust Account shall be released therefrom, and no distributions shall be made from the Trust Account, except as expressly permitted by the Trust Agreement and the Amended and Restated Certificate of Incorporation.

(b) The funds held in the Trust Account (including any interest earned thereon, less amounts withdrawn for the payment of income or franchise taxes or dissolution expenses, as permitted under the Trust Agreement) shall not be released from the Trust Account until the earliest to occur of:

(i) the completion of the Company's initial Business Combination;

(ii) the redemption of shares of Class A Common Stock held by the Company's public stockholders in connection with a stockholder vote to approve an initial Business Combination or in connection with a tender offer related thereto, or upon the liquidation of the Company; or

(iii) the distribution of funds from the Trust Account to the holders of shares of Class A Common Stock issued in the IPO upon the liquidation of the Company following the Business Combination Deadline, in accordance with the Amended and Restated Certificate of Incorporation and applicable law.

(c) The Purchaser acknowledges and agrees that neither the Purchaser nor any of its Affiliates or Permitted Transferees shall have any right, title, or interest in or to any monies held in the Trust Account or any distributions therefrom, except to the extent that (x) the Company completes an initial Business Combination and the Purchaser exercises Private Placement Warrants for shares of Class A Common Stock, or (y) such interest or monies are otherwise released to the Company following completion of an initial Business Combination and not otherwise required to fund redemptions or other obligations.

ARTICLE III — TERMS OF PRIVATE PLACEMENT WARRANTS

Section 3.1 — Exercise Terms.

(a) Each Private Placement Warrant entitles the holder thereof to purchase one (1) share of Class A Common Stock at an exercise price of $11.50 per share (the "Exercise Price"), subject to adjustment as set forth in the Warrant Agreement. The Exercise Price and the number of shares of Class A Common Stock issuable upon exercise of each Private Placement Warrant are subject to adjustment in certain circumstances, including in the case of stock dividends, stock splits, recapitalizations, reorganizations, mergers, and similar events, as more particularly described in the Warrant Agreement.

(b) The Private Placement Warrants shall become exercisable thirty (30) days after the completion of an initial Business Combination by the Company. The Private Placement Warrants shall not be exercisable at any time prior to the completion of an initial Business Combination.

(c) The Private Placement Warrants shall expire at 5:00 p.m., New York City time, on the date that is five (5) years after the completion of an initial Business Combination, or earlier upon the liquidation of the Company in accordance with the Amended and Restated Certificate of Incorporation. Any Private Placement Warrants that remain unexercised after such expiration date shall be void and of no further force or effect.

(d) The Company shall not be obligated to deliver any shares of Class A Common Stock pursuant to the exercise of any Private Placement Warrant, and shall have no obligation to settle any such warrant exercise, unless a registration statement under the Securities Act with respect to the shares of Class A Common Stock underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company's obligations under the Registration Rights Agreement and the cashless exercise provisions described in Section 3.2(c) hereof. No Private Placement Warrant shall be exercisable for cash or on a cashless basis, and the Company shall not be obligated to issue any shares of Class A Common Stock to holders seeking to exercise their Private Placement Warrants, unless the exercise of the warrant is exempt from, or not subject to, the registration requirements of the Securities Act.

Section 3.2 — Identical to Public Warrants (with Exceptions). The Private Placement Warrants shall be identical in form and substance to the Public Warrants included in the Units sold in the IPO (consisting of 7,500,000 whole Public Warrants at the initial closing, and up to an additional 1,125,000 whole Public Warrants upon full exercise of the Over-Allotment Option), except as follows:

(a) Non-Redemption. The Private Placement Warrants shall not be redeemable by the Company pursuant to the redemption provisions set forth in Section 6.1 or Section 6.2 of the Warrant Agreement (or any corresponding redemption provision therein) so long as such Private Placement Warrants are held by the Purchaser or its Permitted Transferees. If any Private Placement Warrant is transferred to any holder that is not the Purchaser or a Permitted Transferee of the Purchaser, such Private Placement Warrant shall thereupon become redeemable by the Company and exercisable by such holder on the same basis as the Public Warrants included in the Units sold in the IPO.

(b) Transfer Restrictions. The Private Placement Warrants (and the shares of Class A Common Stock issuable upon exercise thereof) may not be transferred, assigned, pledged, hypothecated, or sold by the Purchaser until thirty (30) days after the completion of an initial Business Combination, subject to certain exceptions for transfers to Permitted Transferees as set forth in Section 6.1 hereof and the Letter Agreement. Any purported transfer in violation of such restrictions shall be null and void.

(c) Cashless Exercise. The Private Placement Warrants shall be exercisable on a cashless (net-share settlement) basis so long as such Private Placement Warrants are held by the Purchaser or its Permitted Transferees, as described in the Warrant Agreement. In the event of a cashless exercise, the holder shall receive a number of shares of Class A Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Class A Common Stock underlying the Private Placement Warrants being exercised, multiplied by the excess of the "Sponsor Fair Market Value" (as defined in the Warrant Agreement) over the Exercise Price, by (y) the Sponsor Fair Market Value, all as more particularly set forth in the Warrant Agreement.

(d) FINRA Compliance. Notwithstanding anything to the contrary herein, the Private Placement Warrants shall not be exercisable more than five (5) years from the effective date of the Registration Statement (i.e., January 14, 2022), in accordance with FINRA Rule 5110(g)(8)(A), and shall comply in all respects with such rule and any other applicable FINRA rules, regulations, or interpretations.

Section 3.3 — Reference to Warrant Agreement. The Private Placement Warrants shall be subject in all respects to the terms and conditions set forth in the Warrant Agreement dated January 19, 2022, by and between the Company and Keymark Transfer Services LLC, as warrant agent, including, without limitation, all provisions regarding anti-dilution adjustments, exercise procedures, exchange, replacement of lost or damaged certificates, and other matters set forth therein. The Private Placement Warrants shall be governed by, and construed in accordance with, the terms of the Warrant Agreement. In the event of any conflict or inconsistency between the terms of this Agreement and the terms of the Warrant Agreement with respect to the terms, conditions, or governance of the Private Placement Warrants, the terms of the Warrant Agreement shall control and prevail; provided, however, that the specific provisions set forth in Section 3.2 of this Agreement regarding (i) the non-redemption of the Private Placement Warrants while held by the Purchaser or its Permitted Transferees, (ii) the transfer restrictions applicable to the Private Placement Warrants and the shares of Class A Common Stock underlying the Private Placement Warrants, and (iii) the cashless exercise rights of the Purchaser and its Permitted Transferees, shall be given effect and shall not be superseded by any conflicting provision of the Warrant Agreement.

Section 3.4 — No Registration.

(a) The Purchaser acknowledges and agrees that the Private Placement Warrants and the shares of Class A Common Stock issuable upon exercise thereof (collectively, the "Private Placement Securities") have not been registered under the Securities Act or the securities laws of any state or other jurisdiction, and are being sold and issued in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D promulgated thereunder.

(b) Each certificate (or book-entry position) representing the Private Placement Warrants and the shares of Class A Common Stock issuable upon exercise thereof shall bear a restrictive legend in substantially the form set forth in Exhibit B attached hereto, referencing the restrictions on transfer under the Securities Act and this Agreement, until such time as such legend is no longer required under applicable law.

(c) The Purchaser acknowledges that the Private Placement Securities are "restricted securities" within the meaning of Rule 144 promulgated under the Securities Act and may only be resold (i) pursuant to an effective registration statement under the Securities Act, (ii) pursuant to an applicable exemption from the registration requirements of the Securities Act (including, without limitation, Rule 144, subject to the satisfaction of the conditions thereof), or (iii) in a transaction not requiring registration under the Securities Act. The Purchaser further acknowledges that it is a party to the Registration Rights Agreement dated January 19, 2022, which provides certain demand and piggyback registration rights for the Private Placement Warrants and the shares of Class A Common Stock underlying the Private Placement Warrants.

ARTICLE IV — REPRESENTATIONS AND WARRANTIES OF THE COMPANY

The Company hereby represents and warrants to the Purchaser as follows, as of the date of this Agreement and as of the IPO Closing Date (and, with respect to the Additional Private Placement Warrants, as of the Over-Allotment Closing Date):

Section 4.1 — Organization and Good Standing. The Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware. The Company was incorporated on September 30, 2021, and is on file with the Delaware Secretary of State under File No. 6148293. The Company's registered agent in the State of Delaware is National Registered Agents of Delaware, Inc., located at 1209 Orange Street, Wilmington, Delaware 19801. The Company has all requisite corporate power and authority to own, lease, and operate its properties and to carry on its business as currently conducted and as proposed to be conducted following the IPO. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the nature of its business or the ownership or leasing of its properties requires such qualification, except where the failure to be so qualified or in good standing would not reasonably be expected to have a material adverse effect on the Company.

Section 4.2 — Authorization. The execution, delivery, and performance of this Agreement by the Company, and the consummation of the transactions contemplated hereby, have been duly and validly authorized by all necessary corporate action on the part of the Company, including, without limitation, the approval of the Company's board of directors. No other corporate action or proceeding on the part of the Company is necessary to authorize the execution, delivery, and performance of this Agreement or the issuance and sale of the Private Placement Warrants. This Agreement has been duly executed and delivered by the Company and constitutes the legal, valid, and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as such enforceability may be limited by (a) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or similar laws relating to or affecting creditors' rights and remedies generally, and (b) equitable principles of general applicability (whether considered in a proceeding at law or in equity) (collectively, the "Enforceability Exceptions").

Section 4.3 — Valid Issuance. The Private Placement Warrants, when issued, sold, and delivered to the Purchaser in accordance with the terms of this Agreement and the Warrant Agreement and for the consideration set forth herein, will be validly issued and will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms (subject to the Enforceability Exceptions). The shares of Class A Common Stock issuable upon exercise of the Private Placement Warrants have been duly authorized and reserved for issuance, and when issued upon due exercise of the Private Placement Warrants and payment of the Exercise Price in accordance with the terms of the Warrant Agreement, such shares will be validly issued, fully paid, and non-assessable, and the issuance of such shares will not be subject to any preemptive rights, rights of first refusal, or similar rights of any stockholder of the Company.

Section 4.4 — No Conflicts. The execution, delivery, and performance of this Agreement by the Company and the issuance and sale of the Private Placement Warrants hereunder do not and will not (a) conflict with, or result in a violation or breach of, any provision of the Amended and Restated Certificate of Incorporation or the bylaws of the Company, (b) conflict with, or result in a violation or breach of, or constitute (with or without notice or lapse of time, or both) a default under, any material agreement, indenture, mortgage, lease, note, or other instrument or obligation to which the Company is a party or by which the Company or any of its properties or assets are bound, (c) result in the creation or imposition of any Lien upon any of the properties or assets of the Company, or (d) violate any applicable law, rule, regulation, judgment, injunction, order, or decree of any Governmental Authority having jurisdiction over the Company or any of its properties or assets. No consent, approval, authorization, order, registration, qualification, or filing with any Governmental Authority is required to be obtained or made by the Company for the execution, delivery, and performance of this Agreement or the issuance of the Private Placement Warrants, except for (i) any filings required under federal or state securities laws, which have been or will be timely made, and (ii) any filings required with the Nasdaq Stock Market in connection with the listing of the shares of Class A Common Stock issuable upon exercise of the Private Placement Warrants.

Section 4.5 — SEC Filings. The Registration Statement on Form S-1 (File No. 333-260847) has been filed with the SEC and was declared effective by the SEC on January 14, 2022. The Company has complied in all material respects with the Securities Act and the rules and regulations of the SEC in connection with the preparation, filing, and effectiveness of the Registration Statement. As of its effective date, the Registration Statement complied in all material respects with the requirements of the Securities Act and the rules and regulations of the SEC, and did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The prospectus included in the Registration Statement, as supplemented or amended, complied and complies in all material respects with the requirements of the Securities Act and the rules and regulations of the SEC, and does not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Section 4.6 — Trust Account. The Trust Account has been established at Atlantic Seaboard Trust Company, N.A. pursuant to the Trust Agreement for the benefit of the holders of the shares of Class A Common Stock issued in the IPO (the "public stockholders"). The Trust Agreement is in full force and effect and constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms (subject to the Enforceability Exceptions). The Company has not amended or modified the Trust Agreement in any material respect, and no event has occurred that, with or without notice or lapse of time, would constitute a default or breach under the Trust Agreement.

Section 4.7 — Listing. The Company has applied to have its Units (trading under the ticker symbol "PHAU"), shares of Class A Common Stock (trading under the ticker symbol "PHA"), and Warrants (trading under the ticker symbol "PHAW") listed for trading on the Nasdaq Stock Market. The Company has received approval for listing from Nasdaq, subject to official notice of issuance and satisfaction of all applicable listing requirements in connection with the IPO. The Company is not aware of any facts or circumstances that would reasonably be expected to result in the delisting of such securities or the suspension of trading thereof on Nasdaq.

ARTICLE V — REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

The Purchaser hereby represents and warrants to the Company as follows, as of the date of this Agreement and as of the IPO Closing Date (and, with respect to the Additional Private Placement Warrants, as of the Over-Allotment Closing Date):

Section 5.1 — Organization and Good Standing. The Purchaser is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware, with Employer Identification Number 65-1084273. The Purchaser is registered to do business in the State of Florida and is in good standing in such state. The Purchaser's principal office is located at 1440 Gulf Shore Boulevard North, Suite 600, Naples, Florida 34102. The Purchaser has all requisite limited liability company power and authority to own, lease, and operate its properties and to carry on its business as currently conducted, and to execute, deliver, and perform its obligations under this Agreement.

Section 5.2 — Authorization. The execution, delivery, and performance of this Agreement by the Purchaser, and the consummation of the transactions contemplated hereby, including the purchase of the Private Placement Warrants, have been duly and validly authorized by all necessary limited liability company action on the part of the Purchaser. Marco A. Pellegrino, in his capacity as Managing Member and Founder of the Purchaser, has full authority to execute this Agreement on behalf of the Purchaser and to bind the Purchaser to the terms hereof. This Agreement has been duly executed and delivered by the Purchaser and constitutes the legal, valid, and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms (subject to the Enforceability Exceptions).

Section 5.3 — Investment Intent / Accredited Investor Status.

(a) The Purchaser is acquiring the Private Placement Warrants for its own account, for investment purposes only, and not with a view to, or for sale in connection with, any distribution thereof in violation of the Securities Act or any applicable state securities laws. The Purchaser does not presently have any agreement, plan, or understanding, directly or indirectly, with any Person to distribute or effect any distribution of any of the Private Placement Warrants or the shares of Class A Common Stock underlying the Private Placement Warrants.

(b) The Purchaser is an "accredited investor" as defined in Rule 501(a) of Regulation D promulgated under the Securities Act. Without limiting the foregoing, the Purchaser is an entity in which all of the equity owners are accredited investors within the meaning of Rule 501(a) of Regulation D.

(c) The Purchaser has approximately $2.1 billion in assets under management across hospitality real estate, private credit, and co-investment vehicles. The Purchaser and its Affiliates have substantial experience in evaluating and investing in special purpose acquisition companies and similar investment vehicles and are capable of evaluating the merits and risks of the investment in the Private Placement Warrants.

(d) The Purchaser is a sophisticated investor with knowledge and experience in financial and business matters and is capable of evaluating the merits and risks of the investment in the Private Placement Warrants and the underlying shares of Class A Common Stock and is able to bear the economic risk of such investment, including the complete loss of the Purchaser's investment.

Section 5.4 — Restricted Securities. The Purchaser understands and acknowledges that the Private Placement Warrants and the shares of Class A Common Stock issuable upon exercise thereof are "restricted securities" within the meaning of Rule 144 promulgated under the Securities Act and that such securities have not been and will not be registered under the Securities Act or the securities laws of any state. The Purchaser understands that the Private Placement Warrants and the underlying shares of Class A Common Stock may not be offered, sold, transferred, pledged, or otherwise disposed of except (i) pursuant to an effective registration statement under the Securities Act, (ii) pursuant to an available exemption from the registration requirements of the Securities Act (including Rule 144, subject to the conditions thereof), or (iii) in a transaction not subject to the registration requirements of the Securities Act, and in each case, in compliance with any applicable state securities or "blue sky" laws. The Purchaser acknowledges the transfer restrictions set forth in this Agreement and in the Letter Agreement and agrees to comply therewith.

Section 5.5 — Access to Information. The Purchaser has had the opportunity to ask questions of, and receive answers from, the officers and directors of the Company regarding the Company and the terms and conditions of the offering of the Private Placement Warrants. The Purchaser has had access to, and has reviewed, the Registration Statement (including all amendments thereto) and the prospectus included therein, and such other documents and information as the Purchaser has deemed necessary or appropriate to make an informed investment decision with respect to the purchase of the Private Placement Warrants. The Purchaser acknowledges that neither the Company nor any of its officers, directors, or representatives has made any representation or warranty to the Purchaser other than as expressly set forth in this Agreement.

Section 5.6 — No General Solicitation. The Purchaser's acquisition of the Private Placement Warrants does not involve any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D promulgated under the Securities Act. Neither the Purchaser nor any of its Affiliates, nor any Person acting on its or their behalf, has engaged in any form of general solicitation or general advertising (within the meaning of Regulation D under the Securities Act) in connection with the offer or sale of the Private Placement Warrants.

Section 5.7 — Sufficient Funds. The Purchaser has, and at each applicable closing will have, sufficient funds available to consummate the transactions contemplated by this Agreement, including to pay the aggregate Purchase Price of $5,500,000 at the IPO Closing and up to an additional $825,000 at the Over-Allotment Closing (if applicable). The Purchaser has the financial capacity to consummate the transactions contemplated hereby without any financing contingency.

ARTICLE VI — COVENANTS

Section 6.1 — Transfer Restrictions.

(a) The Purchaser covenants and agrees that the Private Placement Warrants and the shares of Class A Common Stock issuable upon exercise thereof shall not be transferable, assignable, salable, pledgable, or otherwise disposable (whether voluntarily, involuntarily, or by operation of law) until thirty (30) days after the completion of an initial Business Combination by the Company (the "Transfer Restriction Period"). Any purported transfer, assignment, sale, pledge, or other disposition of any Private Placement Warrant or share of Class A Common Stock underlying a Private Placement Warrant during the Transfer Restriction Period, other than to a Permitted Transferee as set forth below, shall be null and void and of no force or effect, and the Company and the Warrant Agent shall not give effect to any such purported transfer on the books and records of the Company or the Warrant Agent.

(b) Notwithstanding the foregoing, during the Transfer Restriction Period, the Purchaser may transfer its Private Placement Warrants (and the shares of Class A Common Stock underlying the Private Placement Warrants) to one or more Permitted Transferees; provided that:

(i) the transferee is (A) an officer or director of the Company, (B) an Affiliate of the Purchaser, (C) a member of the immediate family (within the meaning of Rule 16a-1(e) promulgated under the Exchange Act) of any officer, director, or member of the Purchaser, or (D) a trust, the beneficiary of which is any of the foregoing Persons;

(ii) each such Permitted Transferee agrees in writing, prior to such transfer, to be bound by the transfer restrictions set forth in this Section 6.1 and the corresponding provisions of the Letter Agreement dated January 19, 2022;

(iii) such transfer is not made for value (i.e., no consideration is received by the Purchaser in connection with such transfer, other than as may be permitted under the Letter Agreement); and

(iv) such transfer is otherwise in compliance with applicable securities laws, including the Securities Act and applicable state securities laws.

(c) Following the expiration of the Transfer Restriction Period, the Private Placement Warrants and the shares of Class A Common Stock underlying the Private Placement Warrants may be transferred by the Purchaser or any Permitted Transferee, subject to compliance with the Securities Act, including the availability of an applicable exemption from registration or the effectiveness of a registration statement covering such resale, and subject to any other applicable transfer restrictions under the Warrant Agreement, the Registration Rights Agreement, and applicable law.

Section 6.2 — Lock-Up. The Purchaser agrees to be bound by, and to comply with, the lock-up and transfer restrictions set forth in the Letter Agreement (Insider Letter) dated January 19, 2022, by and among the Company, the Purchaser, and each of the Company's officers and directors, as if such provisions were set forth in their entirety herein. Without limiting the generality of the foregoing, the Purchaser acknowledges that the Founder Shares held by the Purchaser are subject to lock-up restrictions as described in the Letter Agreement and the Registration Statement, and that such lock-up restrictions are separate from, and in addition to, the transfer restrictions set forth in Section 6.1 hereof with respect to the Private Placement Warrants.

Section 6.3 — Voting Agreement. The Purchaser agrees that, with respect to any shares of Class A Common Stock acquired upon exercise of the Private Placement Warrants (or otherwise acquired by the Purchaser), the Purchaser shall vote such shares, and shall cause any Permitted Transferee holding such shares to vote such shares, in accordance with the terms and conditions of the Letter Agreement, including, without limitation, in favor of any proposed initial Business Combination presented to the stockholders of the Company for approval. The obligations of the Purchaser under this Section 6.3 shall terminate upon the earlier of (i) the completion of an initial Business Combination and (ii) the liquidation of the Company.

Section 6.4 — No Redemption from Trust.

(a) The Purchaser acknowledges and agrees that the Private Placement Warrants and the shares of Class A Common Stock issuable upon exercise thereof shall have no right to any liquidation distributions from the Trust Account in the event that the Company fails to consummate an initial Business Combination within the time period specified in the Amended and Restated Certificate of Incorporation (i.e., the Business Combination Deadline). In the event of the Company's liquidation, the Private Placement Warrants shall expire worthless and the Purchaser shall not be entitled to receive any portion of the funds held in the Trust Account.

(b) The Purchaser hereby irrevocably waives any right to participate in any redemption of shares of Class A Common Stock in connection with a Business Combination or otherwise, with respect to any shares of Class A Common Stock underlying the Private Placement Warrants, consistent with the terms of the Letter Agreement. For the avoidance of doubt, the foregoing waiver shall not apply to any shares of Class A Common Stock acquired by the Purchaser in the open market following the IPO, which shall retain their redemption rights.

(c) In the event that the Company does not consummate an initial Business Combination by the Business Combination Deadline (as may be extended in accordance with the Amended and Restated Certificate of Incorporation), the Purchaser agrees that it will not seek or assert any claim against the Trust Account or any amounts held therein with respect to the Private Placement Warrants or any amounts paid hereunder. This Section 6.4 shall survive the termination of this Agreement and the liquidation of the Company.

Section 6.5 — Legending. The Company shall cause each certificate representing the Private Placement Warrants, and each certificate or book-entry position representing shares of Class A Common Stock issued upon exercise of the Private Placement Warrants, to bear the restrictive legend substantially in the form set forth in Exhibit B attached hereto. Such legend shall reference the restrictions on transfer under the Securities Act, this Agreement, and the Letter Agreement, and shall remain affixed to such certificates or book-entry positions until such time as such legend is no longer required under applicable law, this Agreement, or the Letter Agreement. The Company shall instruct the Warrant Agent and its transfer agent to effectuate the foregoing. The Company shall cooperate with the Purchaser to remove such legend promptly upon request, provided that the Purchaser delivers to the Company such documentation and certifications as the Company may reasonably request to confirm that such legend is no longer required, including, without limitation, an opinion of counsel to the Purchaser, in form and substance reasonably satisfactory to the Company, that such legend may be removed in accordance with the Securities Act and applicable state securities laws.

Section 6.6 — Registration Rights. The Purchaser acknowledges that it is a party to the Registration Rights Agreement dated January 19, 2022, by and among the Company, the Purchaser, and certain initial security holders of the Company, including Marco A. Pellegrino, Daniella R. Pellegrino, Vincent Abruzzi, Constance Liu-Harmon, Dr. Rafael Espinosa, and Judith Anne Sorrento (collectively, the "Holders"). The Registration Rights Agreement provides the Holders with certain demand registration rights and piggyback registration rights for the Private Placement Warrants and the shares of Class A Common Stock issuable upon exercise of the Private Placement Warrants (as well as the Founder Shares and the shares of Class A Common Stock issuable upon conversion of the Founder Shares), all in accordance with the terms and conditions set forth therein. The Purchaser's registration rights with respect to the Private Placement Warrants and the underlying shares of Class A Common Stock are governed exclusively by the Registration Rights Agreement, and the Company shall have no obligation to register such securities except as set forth therein.

ARTICLE VII — CONDITIONS TO CLOSING

Section 7.1 — Conditions to the Company's Obligations. The obligations of the Company to issue and sell the Private Placement Warrants to the Purchaser at the IPO Closing (and, if applicable, the Over-Allotment Closing) are subject to the satisfaction or waiver of each of the following conditions precedent:

(a) The representations and warranties of the Purchaser set forth in Article V hereof shall be true and correct in all material respects as of the date of this Agreement and as of the IPO Closing Date (and, if applicable, the Over-Allotment Closing Date), with the same force and effect as if made on and as of such date (except to the extent expressly made as of an earlier date, in which case as of such earlier date);

(b) The Purchaser shall have performed and complied with all covenants, agreements, and obligations required to be performed or complied with by the Purchaser under this Agreement at or prior to the applicable closing, including, without limitation, the delivery of the applicable Purchase Price;

(c) The Purchaser shall have delivered the applicable Purchase Price to the Trust Account by wire transfer of immediately available funds in accordance with Section 2.1 or Section 2.2 hereof, as applicable, and Schedule A hereto; and

(d) No Governmental Authority shall have enacted, issued, promulgated, enforced, or entered any law, rule, regulation, judgment, injunction, order, or decree that is then in effect and that has the effect of making illegal, restraining, enjoining, or otherwise prohibiting the consummation of the transactions contemplated by this Agreement.

Section 7.2 — Conditions to the Purchaser's Obligations. The obligations of the Purchaser to purchase the Private Placement Warrants from the Company at the IPO Closing (and, if applicable, the Over-Allotment Closing) are subject to the satisfaction or waiver of each of the following conditions precedent:

(a) The representations and warranties of the Company set forth in Article IV hereof shall be true and correct in all material respects as of the date of this Agreement and as of the IPO Closing Date (and, if applicable, the Over-Allotment Closing Date), with the same force and effect as if made on and as of such date (except to the extent expressly made as of an earlier date, in which case as of such earlier date);

(b) The Company shall have performed and complied with all covenants, agreements, and obligations required to be performed or complied with by the Company under this Agreement at or prior to the applicable closing;

(c) The SEC shall have declared the Registration Statement on Form S-1 (File No. 333-260847) effective under the Securities Act, and such effectiveness shall not have been revoked or suspended (such declaration having occurred on January 14, 2022);

(d) The Underwriting Agreement dated January 19, 2022, among the Company, the Purchaser, and Meridian Tidewater Securities LLC (as representative of the Underwriters), shall have been duly executed and delivered by all parties thereto and shall be in full force and effect;

(e) The Trust Agreement dated January 19, 2022, between the Company and Atlantic Seaboard Trust Company, N.A., shall have been duly executed and delivered by all parties thereto and shall be in full force and effect;

(f) The Warrant Agreement dated January 19, 2022, between the Company and Keymark Transfer Services LLC, as warrant agent, shall have been duly executed and delivered by all parties thereto and shall be in full force and effect;

(g) The Registration Rights Agreement dated January 19, 2022, among the Company, the Purchaser, and certain initial security holders, shall have been duly executed and delivered by all parties thereto and shall be in full force and effect;

(h) The Letter Agreement dated January 19, 2022, among the Company, the Purchaser, and each of the Company's officers and directors, shall have been duly executed and delivered by all parties thereto and shall be in full force and effect;

(i) The Company shall have delivered to the Purchaser the applicable number of Private Placement Warrants, either in certificated form or by book-entry through the Warrant Agent, in accordance with Section 2.1 or Section 2.2 hereof, as applicable;

(j) No order suspending the effectiveness of the Registration Statement shall be in effect, and no proceedings for such purpose shall have been initiated or threatened by the SEC; and

(k) No Governmental Authority shall have enacted, issued, promulgated, enforced, or entered any law, rule, regulation, judgment, injunction, order, or decree that is then in effect and that has the effect of making illegal, restraining, enjoining, or otherwise prohibiting the consummation of the transactions contemplated by this Agreement.

ARTICLE VIII — TERMINATION

Section 8.1 — Termination Events. This Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time prior to the IPO Closing:

(a) by the mutual written consent of the Company and the Purchaser;

(b) by either the Company or the Purchaser, by written notice to the other party, if the IPO Closing has not occurred on or prior to March 31, 2022; provided, however, that the right to terminate this Agreement under this Section 8.1(b) shall not be available to any party whose breach of any representation, warranty, covenant, or obligation under this Agreement has been the primary cause of, or resulted in, the failure of the IPO Closing to occur on or before such date;

(c) by either the Company or the Purchaser, by written notice to the other party, if any Governmental Authority of competent jurisdiction shall have issued a final, non-appealable o

PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT
Dated as of January 19, 2022
by and between
PELLEGRINO HOSPITALITY ACQUISITION CORP.
a Delaware corporation
and
PELLEGRINO CAPITAL GROUP LLC
a Delaware limited liability company
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT
This PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (this "Agreement") is entered into as of January 19, 2022, by and between Pellegrino Hospitality Acquisition Corp., a Delaware corporation (the "Company"), and Pellegrino Capital Group LLC, a Delaware limited liability company (the "Purchaser" or the "Sponsor").
RECITALS
WHEREAS, the Company is a blank-check company 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 (an "initial Business Combination");
WHEREAS, the Company has entered into an Underwriting Agreement dated January 19, 2022 (the "Underwriting Agreement") with Meridian Tidewater Securities LLC, as representative of the several underwriters named therein (including Brindoval Partners Capital LLC, as co-manager) (collectively, the "Underwriters"), in connection with the Company's initial public offering (the "IPO") of 15,000,000 units (the "Units") at a price of $10.00 per Unit, for aggregate gross proceeds of $150,000,000, with each Unit consisting of one (1) share of Class A common stock, par value $0.0001 per share (the "Class A Common Stock"), and one-half (1/2) of one redeemable warrant (each whole warrant, a "Public Warrant");
WHEREAS, the Company and Atlantic Seaboard Trust Company, N.A., a national banking association (the "Trustee"), have entered into an Investment Management Trust Agreement dated January 19, 2022 (the "Trust Agreement") establishing a trust account (the "Trust Account") for the deposit of substantially all of the net proceeds from the IPO and the proceeds from the sale of the Private Placement Warrants (as defined below);
WHEREAS, the Company desires to issue and sell to the Purchaser, and the Purchaser desires to purchase from the Company, an aggregate of 5,500,000 warrants (the "Private Placement Warrants") at a purchase price of $1.00 per warrant, for an aggregate purchase price of $5,500,000 (the "Purchase Price"), such purchase and sale to occur simultaneously with the closing of the IPO (the "IPO Closing Date"), which is expected to occur on or about January 24, 2022;
WHEREAS, the Underwriting Agreement grants the Underwriters a forty-five (45) day option to purchase up to an additional 2,250,000 Units (the "Over-Allotment Option"), and in connection with any exercise of the Over-Allotment Option, in whole or in part, the Purchaser has agreed to purchase additional Private Placement Warrants as more particularly set forth herein;
WHEREAS, each Private Placement Warrant shall be exercisable for one (1) share of Class A Common Stock at an exercise price of $11.50 per share, subject to adjustment, pursuant to the terms and conditions of that certain Warrant Agreement dated January 19, 2022, by and between the Company and Keymark Transfer Services LLC, as warrant agent (the "Warrant Agreement"); and
WHEREAS, the Private Placement Warrants and the shares of Class A Common Stock issuable upon exercise thereof have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), and are being sold in reliance on an exemption from registration provided by Section 4(a)(2) of the Securities Act and Regulation D promulgated thereunder.
NOW, THEREFORE, in consideration of the mutual covenants, agreements, representations, and warranties contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
ARTICLE I — DEFINITIONS
Section 1.1 — Definitions. As used in this Agreement, the following terms shall have the meanings set forth below. Capitalized terms used but not otherwise defined in this Agreement shall have the meanings ascribed to them in the Warrant Agreement or the Trust Agreement, as applicable.
"Additional Private Placement Warrants" means up to 825,000 additional Private Placement Warrants purchasable by the Purchaser in the event of a full or partial exercise of the Over-Allotment Option, as described in Section 2.2 hereof. For the avoidance of doubt, if the Over-Allotment Option is exercised in part, the number of Additional Private Placement Warrants shall be proportionally adjusted as provided in Section 2.2.
"Administrative Services Agreement" means the Administrative Services Agreement dated January 19, 2022, by and between the Company and the Purchaser, pursuant to which the Purchaser has agreed to make available to the Company certain office space, utilities, secretarial, and administrative services.
"Affiliate" means, with respect to any specified Person, any other Person that directly or indirectly controls, is controlled by, or is under common control with such specified Person, where "control" (including the terms "controlled by" and "under common control with") means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract, or otherwise.
"Agreement" means this Private Placement Warrants Purchase Agreement, including all schedules and exhibits hereto, as the same may be amended, modified, supplemented, or restated from time to time in accordance with Section 10.4 hereof.
"Amended and Restated Certificate of Incorporation" means the Amended and Restated Certificate of Incorporation of the Company, as filed with the Secretary of State of the State of Delaware on or about January 24, 2022, in connection with the consummation of the IPO, as the same may be further amended, restated, supplemented, or otherwise modified from time to time.
"Business Combination" has the meaning set forth in the Amended and Restated Certificate of Incorporation of the Company filed with the Secretary of State of the State of Delaware on January 24, 2022, and shall include a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses or entities, as contemplated therein.
"Business Combination Deadline" means the date that is eighteen (18) months from the IPO Closing Date (i.e., August 4, 2023), which date may be extended to twenty-four (24) months from the IPO Closing Date (i.e., February 4, 2024) upon the deposit of extension payments into the Trust Account in accordance with the Amended and Restated Certificate of Incorporation.
"Class A Common Stock" means the Class A common stock, par value $0.0001 per share, of the Company.
"Class B Common Stock" or "Founder Shares" means the Class B common stock, par value $0.0001 per share, of the Company, of which 3,750,000 shares were initially issued to the Purchaser, subject to anti-dilution adjustment to 4,237,500 shares upon the full exercise of the Over-Allotment Option, and which shares shall automatically convert into shares of Class A Common Stock at the time of the initial Business Combination on a one-for-one basis, subject to adjustment as set forth in the Amended and Restated Certificate of Incorporation.
"Commission" or "SEC" means the United States Securities and Exchange Commission.
"Company" means Pellegrino Hospitality Acquisition Corp., a Delaware corporation, EIN 87-3294815, with its principal office located c/o Pellegrino Capital Group LLC, 1440 Gulf Shore Boulevard North, Suite 600, Naples, Florida 34102.
"Effective Date" means January 14, 2022, the date on which the SEC declared the Registration Statement effective.
"Exchange Act" means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.
"Exercise Price" means $11.50 per share of Class A Common Stock, subject to adjustment as set forth in the Warrant Agreement.
"FINRA" means the Financial Industry Regulatory Authority, Inc.
"Governmental Authority" means any federal, state, local, or foreign government or political subdivision thereof, or any agency, authority, bureau, commission, department, or instrumentality of such government or political subdivision, or any self-regulatory organization or other non-governmental regulatory authority, or any court, tribunal, or judicial or arbitral body.
"IPO" means the initial public offering of Units by the Company pursuant to the Registration Statement on Form S-1 (File No. 333-260847).
"IPO Closing Date" means the date of the closing of the IPO, which occurred on January 24, 2022.
"Letter Agreement" or "Insider Letter" means the Letter Agreement dated January 19, 2022, by and among the Company, the Purchaser, and each of the Company's officers and directors, pursuant to which, among other things, the Purchaser and such officers and directors agreed to certain transfer restrictions, voting obligations, and waiver of redemption and liquidation rights with respect to the Founder Shares and the Private Placement Warrants.
"Lien" means any mortgage, pledge, lien, encumbrance, charge, security interest, or other similar restriction.
"Losses" means any and all losses, damages, liabilities, obligations, penalties, fines, judgments, settlements, claims, demands, suits, actions, causes of action, costs, and expenses (including, without limitation, reasonable attorneys' fees, costs of investigation, and court costs).
"Nasdaq" means the Nasdaq Stock Market LLC. The Company's Units are listed under the ticker symbol "PHAU," shares of Class A Common Stock are listed under the ticker symbol "PHA," and Warrants are listed under the ticker symbol "PHAW."
"Over-Allotment Closing Date" means the date of the closing of the sale of additional Units in connection with the exercise, in whole or in part, of the Over-Allotment Option by the Underwriters.
"Over-Allotment Option" means the option granted to the Underwriters pursuant to the Underwriting Agreement to purchase up to an additional 2,250,000 Units at the IPO offering price, less the underwriting discount, exercisable for a period of forty-five (45) days from the date of the final prospectus filed in connection with the IPO.
"Permitted Transferees" means, with respect to the Purchaser, (i) any officer or director of the Company, (ii) any Affiliate of the Purchaser, (iii) any member of the immediate family (as defined in the rules and regulations of the SEC) of any officer, director, or member of the Purchaser, (iv) any trust established for the direct or indirect benefit of the Purchaser or any of the foregoing Persons, and (v) any other Person approved in writing by the Company; provided, in each case, that any such Permitted Transferee agrees in writing to be bound by the transfer restrictions set forth in this Agreement and in the Letter Agreement.
"Person" means any individual, corporation, partnership, limited liability company, trust, association, joint venture, or other entity or Governmental Authority.
"Private Placement Warrants" means the 5,500,000 warrants purchased by the Purchaser on the IPO Closing Date pursuant to Section 2.1 hereof, together with any Additional Private Placement Warrants purchased by the Purchaser pursuant to Section 2.2 hereof, in each case entitling the holder thereof to purchase one (1) share of Class A Common Stock at the Exercise Price, subject to the terms and conditions of this Agreement and the Warrant Agreement.
"Public Warrants" means the 7,500,000 redeemable warrants included in the Units sold in the IPO (based on the initial closing of 15,000,000 Units), with each Unit containing one-half (1/2) of one redeemable warrant, plus any additional warrants issued in connection with the exercise of the Over-Allotment Option.
"Purchase Price" means $1.00 per Private Placement Warrant.
"Purchaser" means Pellegrino Capital Group LLC, a Delaware limited liability company, EIN 65-1084273, with its principal office located at 1440 Gulf Shore Boulevard North, Suite 600, Naples, Florida 34102.
"Registration Rights Agreement" means the Registration Rights Agreement dated January 19, 2022, by and among the Company, the Purchaser, and certain initial security holders of the Company named therein, including Marco A. Pellegrino, Daniella R. Pellegrino, Vincent Abruzzi, Constance Liu-Harmon, Dr. Rafael Espinosa, and Judith Anne Sorrento.
"Registration Statement" means the Registration Statement on Form S-1 (File No. 333-260847, CIK 0001937482) filed by the Company with the SEC under the Securities Act in connection with the IPO, including all amendments thereto (including, without limitation, Amendment No. 1 filed on December 17, 2021, and Amendment No. 2 filed on January 11, 2022), and all exhibits, financial statements, schedules, and supplements included therein or filed therewith.
"Securities Act" means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.
"Trust Account" means the trust account established at Atlantic Seaboard Trust Company, N.A., located at 100 Federal Street, Suite 2200, Boston, Massachusetts 02110, pursuant to the Trust Agreement, for the benefit of the Company's public stockholders.
"Trust Agreement" means the Investment Management Trust Agreement dated January 19, 2022, by and between the Company and Atlantic Seaboard Trust Company, N.A., as Trustee.
"Underwriting Agreement" means the Underwriting Agreement dated January 19, 2022, by and among the Company, the Purchaser, and Meridian Tidewater Securities LLC, as representative of the several Underwriters named therein.
"Units" means the units issued by the Company in connection with the IPO, each Unit consisting of one (1) share of Class A Common Stock and one-half (1/2) of one Public Warrant.
"Warrant Agreement" means the Warrant Agreement dated January 19, 2022, by and between the Company and Keymark Transfer Services LLC, as warrant agent, governing the terms and conditions of the Public Warrants and the Private Placement Warrants.
"Warrant Agent" means Keymark Transfer Services LLC, in its capacity as warrant agent under the Warrant Agreement.
Section 1.2 — Construction. For purposes of this Agreement, except as otherwise expressly provided herein or unless the context otherwise requires: (a) the meaning assigned to each term defined herein shall be equally applicable to both the singular and the plural forms of such term; (b) the words "herein," "hereof," "hereunder," and "herewith" and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement as a whole and not to any particular provision of this Agreement; (c) the word "including" (and variations thereof) shall mean "including, without limitation"; (d) all references to "Sections," "Articles," "Schedules," and "Exhibits" are intended to refer to Sections, Articles, Schedules, and Exhibits of or to this Agreement; and (e) all references to "$" or "dollars" shall be to United States dollars.
ARTICLE II — SALE AND PURCHASE OF PRIVATE PLACEMENT WARRANTS
Section 2.1 — Purchase and Sale at IPO Closing. On the terms and subject to the conditions set forth in this Agreement, the Company agrees to issue and sell to the Purchaser, and the Purchaser agrees to purchase from the Company, 5,500,000 Private Placement Warrants at a purchase price of $1.00 per Private Placement Warrant, for an aggregate purchase price of $5,500,000 (the "IPO Closing Purchase Price"). The purchase and sale of such Private Placement Warrants shall occur simultaneously with, and shall be conditioned upon, the consummation of the IPO Closing. The Purchaser shall deliver the IPO Closing Purchase Price of $5,500,000 by wire transfer of immediately available funds to the trust account maintained at Atlantic Seaboard Trust Company, N.A. (or to such other account as may be designated in writing by the Company) no later than one (1) business day prior to the IPO Closing Date, such funds to be released into the Trust Account simultaneously with the closing of the IPO. The wire transfer shall be made in accordance with the wire instructions set forth in Schedule A attached hereto. Upon receipt and confirmation of the IPO Closing Purchase Price in the Trust Account, the Company shall deliver to the Purchaser 5,500,000 Private Placement Warrants, either in certificated form substantially in the form attached hereto as Exhibit A or by book-entry through the Warrant Agent, as directed by the Purchaser in writing prior to the IPO Closing Date.
Section 2.2 — Additional Private Placement Warrants (Over-Allotment).
(a) In the event that the Underwriters exercise the Over-Allotment Option, in whole or in part, the Purchaser agrees to purchase from the Company, and the Company agrees to sell to the Purchaser, Additional Private Placement Warrants at a purchase price of $1.00 per Additional Private Placement Warrant.
(b) If the Over-Allotment Option is exercised in full with respect to all 2,250,000 additional Units, the Purchaser shall purchase an additional 825,000 Private Placement Warrants for an aggregate additional purchase price of $825,000. If the Over-Allotment Option is exercised in part, the number of Additional Private Placement Warrants to be purchased by the Purchaser shall be proportionally adjusted based on the ratio that the number of additional Units actually sold bears to the maximum number of additional Units subject to the Over-Allotment Option (2,250,000), rounded up to the nearest whole warrant. By way of example, if the Underwriters exercise the Over-Allotment Option with respect to 1,125,000 additional Units (representing 50% of the Over-Allotment Option), the Purchaser shall purchase 412,500 Additional Private Placement Warrants for an aggregate purchase price of $412,500.
(c) The purchase and sale of any Additional Private Placement Warrants shall occur simultaneously with the Over-Allotment Closing Date. The Purchaser shall deliver the applicable additional purchase price by wire transfer of immediately available funds to the Trust Account at Atlantic Seaboard Trust Company, N.A. in accordance with the wire instructions set forth in Schedule A hereto, no later than one (1) business day prior to the anticipated Over-Allotment Closing Date. Upon receipt and confirmation of such funds in the Trust Account, the Company shall deliver the corresponding number of Additional Private Placement Warrants to the Purchaser in the same manner as specified in Section 2.1 hereof.
(d) For the avoidance of doubt, the Over-Allotment Option was exercised in full on February 1, 2022, with the Over-Allotment Closing occurring on February 4, 2022. Accordingly, the Purchaser purchased 825,000 Additional Private Placement Warrants for an aggregate additional purchase price of $825,000. As of the date of the Over-Allotment Closing, the aggregate number of Private Placement Warrants outstanding under this Agreement is 6,325,000 warrants, representing an aggregate purchase price of $6,325,000.
Section 2.3 — Deposit of Proceeds into Trust Account.
(a) The Purchase Price for all Private Placement Warrants (including any Additional Private Placement Warrants) shall be deposited in the Trust Account at Atlantic Seaboard Trust Company, N.A. and held and administered in accordance with the terms of the Trust Agreement.
(b) At the IPO Closing, $5,500,000 in Private Placement Warrant proceeds shall be deposited in the Trust Account, contributing to a total initial trust deposit of approximately $152,500,000, calculated as follows:
(i) Gross IPO proceeds from the sale of 15,000,000 Units: $150,000,000;
(ii) Plus Private Placement Warrant proceeds: $5,500,000;
(iii) Less upfront underwriting discount payable to the Underwriters (2.0% of gross IPO proceeds): ($3,000,000);
(iv) Total initial Trust Account deposit: $152,500,000 (representing approximately $10.1667 per share of Class A Common Stock).
(c) At the Over-Allotment Closing (upon full exercise of the Over-Allotment Option), $825,000 in additional Private Placement Warrant proceeds shall be deposited in the Trust Account, contributing to an additional trust deposit of approximately $22,875,000, calculated as follows:
(i) Gross proceeds from the sale of 2,250,000 additional Units: $22,500,000;
(ii) Plus additional Private Placement Warrant proceeds: $825,000;
(iii) Less additional upfront underwriting discount (2.0% of additional gross proceeds): ($450,000);
(iv) Total additional Trust Account deposit: $22,875,000.
(d) Following both the IPO Closing and the Over-Allotment Closing (upon full exercise of the Over-Allotment Option), the total aggregate balance of the Trust Account shall be approximately $175,375,000 (exclusive of any interest earned thereon), representing approximately $10.1667 per share of Class A Common Stock (calculated on the basis of 17,250,000 shares of Class A Common Stock outstanding following both closings, before giving effect to the conversion of Founder Shares). Such funds shall be held and invested in accordance with the Trust Agreement in (x) United States government treasury obligations with maturities of one hundred eighty-five (185) days or less, or (y) money market funds meeting the conditions of paragraphs (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 United States treasuries, as more particularly described in the Trust Agreement.
Section 2.4 — Use of Proceeds.
(a) The proceeds from the sale of the Private Placement Warrants (including any Additional Private Placement Warrants), together with the net proceeds from the IPO, shall be deposited in the Trust Account and held and administered in accordance with the Trust Agreement. No amounts held in the Trust Account shall be released therefrom, and no distributions shall be made from the Trust Account, except as expressly permitted by the Trust Agreement and the Amended and Restated Certificate of Incorporation.
(b) The funds held in the Trust Account (including any interest earned thereon, less amounts withdrawn for the payment of income or franchise taxes or dissolution expenses, as permitted under the Trust Agreement) shall not be released from the Trust Account until the earliest to occur of:
(i) the completion of the Company's initial Business Combination;
(ii) the redemption of shares of Class A Common Stock held by the Company's public stockholders in connection with a stockholder vote to approve an initial Business Combination or in connection with a tender offer related thereto, or upon the liquidation of the Company; or
(iii) the distribution of funds from the Trust Account to the holders of shares of Class A Common Stock issued in the IPO upon the liquidation of the Company following the Business Combination Deadline, in accordance with the Amended and Restated Certificate of Incorporation and applicable law.
(c) The Purchaser acknowledges and agrees that neither the Purchaser nor any of its Affiliates or Permitted Transferees shall have any right, title, or interest in or to any monies held in the Trust Account or any distributions therefrom, except to the extent that (x) the Company completes an initial Business Combination and the Purchaser exercises Private Placement Warrants for shares of Class A Common Stock, or (y) such interest or monies are otherwise released to the Company following completion of an initial Business Combination and not otherwise required to fund redemptions or other obligations.
ARTICLE III — TERMS OF PRIVATE PLACEMENT WARRANTS
Section 3.1 — Exercise Terms.
(a) Each Private Placement Warrant entitles the holder thereof to purchase one (1) share of Class A Common Stock at an exercise price of $11.50 per share (the "Exercise Price"), subject to adjustment as set forth in the Warrant Agreement. The Exercise Price and the number of shares of Class A Common Stock issuable upon exercise of each Private Placement Warrant are subject to adjustment in certain circumstances, including in the case of stock dividends, stock splits, recapitalizations, reorganizations, mergers, and similar events, as more particularly described in the Warrant Agreement.
(b) The Private Placement Warrants shall become exercisable thirty (30) days after the completion of an initial Business Combination by the Company. The Private Placement Warrants shall not be exercisable at any time prior to the completion of an initial Business Combination.
(c) The Private Placement Warrants shall expire at 5:00 p.m., New York City time, on the date that is five (5) years after the completion of an initial Business Combination, or earlier upon the liquidation of the Company in accordance with the Amended and Restated Certificate of Incorporation. Any Private Placement Warrants that remain unexercised after such expiration date shall be void and of no further force or effect.
(d) The Company shall not be obligated to deliver any shares of Class A Common Stock pursuant to the exercise of any Private Placement Warrant, and shall have no obligation to settle any such warrant exercise, unless a registration statement under the Securities Act with respect to the shares of Class A Common Stock underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company's obligations under the Registration Rights Agreement and the cashless exercise provisions described in Section 3.2(c) hereof. No Private Placement Warrant shall be exercisable for cash or on a cashless basis, and the Company shall not be obligated to issue any shares of Class A Common Stock to holders seeking to exercise their Private Placement Warrants, unless the exercise of the warrant is exempt from, or not subject to, the registration requirements of the Securities Act.
Section 3.2 — Identical to Public Warrants (with Exceptions). The Private Placement Warrants shall be identical in form and substance to the Public Warrants included in the Units sold in the IPO (consisting of 7,500,000 whole Public Warrants at the initial closing, and up to an additional 1,125,000 whole Public Warrants upon full exercise of the Over-Allotment Option), except as follows:
(a) Non-Redemption. The Private Placement Warrants shall not be redeemable by the Company pursuant to the redemption provisions set forth in Section 6.1 or Section 6.2 of the Warrant Agreement (or any corresponding redemption provision therein) so long as such Private Placement Warrants are held by the Purchaser or its Permitted Transferees. If any Private Placement Warrant is transferred to any holder that is not the Purchaser or a Permitted Transferee of the Purchaser, such Private Placement Warrant shall thereupon become redeemable by the Company and exercisable by such holder on the same basis as the Public Warrants included in the Units sold in the IPO.
(b) Transfer Restrictions. The Private Placement Warrants (and the shares of Class A Common Stock issuable upon exercise thereof) may not be transferred, assigned, pledged, hypothecated, or sold by the Purchaser until thirty (30) days after the completion of an initial Business Combination, subject to certain exceptions for transfers to Permitted Transferees as set forth in Section 6.1 hereof and the Letter Agreement. Any purported transfer in violation of such restrictions shall be null and void.
(c) Cashless Exercise. The Private Placement Warrants shall be exercisable on a cashless (net-share settlement) basis so long as such Private Placement Warrants are held by the Purchaser or its Permitted Transferees, as described in the Warrant Agreement. In the event of a cashless exercise, the holder shall receive a number of shares of Class A Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Class A Common Stock underlying the Private Placement Warrants being exercised, multiplied by the excess of the "Sponsor Fair Market Value" (as defined in the Warrant Agreement) over the Exercise Price, by (y) the Sponsor Fair Market Value, all as more particularly set forth in the Warrant Agreement.
(d) FINRA Compliance. Notwithstanding anything to the contrary herein, the Private Placement Warrants shall not be exercisable more than five (5) years from the effective date of the Registration Statement (i.e., January 14, 2022), in accordance with FINRA Rule 5110(g)(8)(A), and shall comply in all respects with such rule and any other applicable FINRA rules, regulations, or interpretations.
Section 3.3 — Reference to Warrant Agreement. The Private Placement Warrants shall be subject in all respects to the terms and conditions set forth in the Warrant Agreement dated January 19, 2022, by and between the Company and Keymark Transfer Services LLC, as warrant agent, including, without limitation, all provisions regarding anti-dilution adjustments, exercise procedures, exchange, replacement of lost or damaged certificates, and other matters set forth therein. The Private Placement Warrants shall be governed by, and construed in accordance with, the terms of the Warrant Agreement. In the event of any conflict or inconsistency between the terms of this Agreement and the terms of the Warrant Agreement with respect to the terms, conditions, or governance of the Private Placement Warrants, the terms of the Warrant Agreement shall control and prevail; provided, however, that the specific provisions set forth in Section 3.2 of this Agreement regarding (i) the non-redemption of the Private Placement Warrants while held by the Purchaser or its Permitted Transferees, (ii) the transfer restrictions applicable to the Private Placement Warrants and the shares of Class A Common Stock underlying the Private Placement Warrants, and (iii) the cashless exercise rights of the Purchaser and its Permitted Transferees, shall be given effect and shall not be superseded by any conflicting provision of the Warrant Agreement.
Section 3.4 — No Registration.
(a) The Purchaser acknowledges and agrees that the Private Placement Warrants and the shares of Class A Common Stock issuable upon exercise thereof (collectively, the "Private Placement Securities") have not been registered under the Securities Act or the securities laws of any state or other jurisdiction, and are being sold and issued in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D promulgated thereunder.
(b) Each certificate (or book-entry position) representing the Private Placement Warrants and the shares of Class A Common Stock issuable upon exercise thereof shall bear a restrictive legend in substantially the form set forth in Exhibit B attached hereto, referencing the restrictions on transfer under the Securities Act and this Agreement, until such time as such legend is no longer required under applicable law.
(c) The Purchaser acknowledges that the Private Placement Securities are "restricted securities" within the meaning of Rule 144 promulgated under the Securities Act and may only be resold (i) pursuant to an effective registration statement under the Securities Act, (ii) pursuant to an applicable exemption from the registration requirements of the Securities Act (including, without limitation, Rule 144, subject to the satisfaction of the conditions thereof), or (iii) in a transaction not requiring registration under the Securities Act. The Purchaser further acknowledges that it is a party to the Registration Rights Agreement dated January 19, 2022, which provides certain demand and piggyback registration rights for the Private Placement Warrants and the shares of Class A Common Stock underlying the Private Placement Warrants.
ARTICLE IV — REPRESENTATIONS AND WARRANTIES OF THE COMPANY
The Company hereby represents and warrants to the Purchaser as follows, as of the date of this Agreement and as of the IPO Closing Date (and, with respect to the Additional Private Placement Warrants, as of the Over-Allotment Closing Date):
Section 4.1 — Organization and Good Standing. The Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware. The Company was incorporated on September 30, 2021, and is on file with the Delaware Secretary of State under File No. 6148293. The Company's registered agent in the State of Delaware is National Registered Agents of Delaware, Inc., located at 1209 Orange Street, Wilmington, Delaware 19801. The Company has all requisite corporate power and authority to own, lease, and operate its properties and to carry on its business as currently conducted and as proposed to be conducted following the IPO. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the nature of its business or the ownership or leasing of its properties requires such qualification, except where the failure to be so qualified or in good standing would not reasonably be expected to have a material adverse effect on the Company.
Section 4.2 — Authorization. The execution, delivery, and performance of this Agreement by the Company, and the consummation of the transactions contemplated hereby, have been duly and validly authorized by all necessary corporate action on the part of the Company, including, without limitation, the approval of the Company's board of directors. No other corporate action or proceeding on the part of the Company is necessary to authorize the execution, delivery, and performance of this Agreement or the issuance and sale of the Private Placement Warrants. This Agreement has been duly executed and delivered by the Company and constitutes the legal, valid, and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as such enforceability may be limited by (a) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or similar laws relating to or affecting creditors' rights and remedies generally, and (b) equitable principles of general applicability (whether considered in a proceeding at law or in equity) (collectively, the "Enforceability Exceptions").
Section 4.3 — Valid Issuance. The Private Placement Warrants, when issued, sold, and delivered to the Purchaser in accordance with the terms of this Agreement and the Warrant Agreement and for the consideration set forth herein, will be validly issued and will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms (subject to the Enforceability Exceptions). The shares of Class A Common Stock issuable upon exercise of the Private Placement Warrants have been duly authorized and reserved for issuance, and when issued upon due exercise of the Private Placement Warrants and payment of the Exercise Price in accordance with the terms of the Warrant Agreement, such shares will be validly issued, fully paid, and non-assessable, and the issuance of such shares will not be subject to any preemptive rights, rights of first refusal, or similar rights of any stockholder of the Company.
Section 4.4 — No Conflicts. The execution, delivery, and performance of this Agreement by the Company and the issuance and sale of the Private Placement Warrants hereunder do not and will not (a) conflict with, or result in a violation or breach of, any provision of the Amended and Restated Certificate of Incorporation or the bylaws of the Company, (b) conflict with, or result in a violation or breach of, or constitute (with or without notice or lapse of time, or both) a default under, any material agreement, indenture, mortgage, lease, note, or other instrument or obligation to which the Company is a party or by which the Company or any of its properties or assets are bound, (c) result in the creation or imposition of any Lien upon any of the properties or assets of the Company, or (d) violate any applicable law, rule, regulation, judgment, injunction, order, or decree of any Governmental Authority having jurisdiction over the Company or any of its properties or assets. No consent, approval, authorization, order, registration, qualification, or filing with any Governmental Authority is required to be obtained or made by the Company for the execution, delivery, and performance of this Agreement or the issuance of the Private Placement Warrants, except for (i) any filings required under federal or state securities laws, which have been or will be timely made, and (ii) any filings required with the Nasdaq Stock Market in connection with the listing of the shares of Class A Common Stock issuable upon exercise of the Private Placement Warrants.
Section 4.5 — SEC Filings. The Registration Statement on Form S-1 (File No. 333-260847) has been filed with the SEC and was declared effective by the SEC on January 14, 2022. The Company has complied in all material respects with the Securities Act and the rules and regulations of the SEC in connection with the preparation, filing, and effectiveness of the Registration Statement. As of its effective date, the Registration Statement complied in all material respects with the requirements of the Securities Act and the rules and regulations of the SEC, and did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The prospectus included in the Registration Statement, as supplemented or amended, complied and complies in all material respects with the requirements of the Securities Act and the rules and regulations of the SEC, and does not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.
Section 4.6 — Trust Account. The Trust Account has been established at Atlantic Seaboard Trust Company, N.A. pursuant to the Trust Agreement for the benefit of the holders of the shares of Class A Common Stock issued in the IPO (the "public stockholders"). The Trust Agreement is in full force and effect and constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms (subject to the Enforceability Exceptions). The Company has not amended or modified the Trust Agreement in any material respect, and no event has occurred that, with or without notice or lapse of time, would constitute a default or breach under the Trust Agreement.
Section 4.7 — Listing. The Company has applied to have its Units (trading under the ticker symbol "PHAU"), shares of Class A Common Stock (trading under the ticker symbol "PHA"), and Warrants (trading under the ticker symbol "PHAW") listed for trading on the Nasdaq Stock Market. The Company has received approval for listing from Nasdaq, subject to official notice of issuance and satisfaction of all applicable listing requirements in connection with the IPO. The Company is not aware of any facts or circumstances that would reasonably be expected to result in the delisting of such securities or the suspension of trading thereof on Nasdaq.
ARTICLE V — REPRESENTATIONS AND WARRANTIES OF THE PURCHASER
The Purchaser hereby represents and warrants to the Company as follows, as of the date of this Agreement and as of the IPO Closing Date (and, with respect to the Additional Private Placement Warrants, as of the Over-Allotment Closing Date):
Section 5.1 — Organization and Good Standing. The Purchaser is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware, with Employer Identification Number 65-1084273. The Purchaser is registered to do business in the State of Florida and is in good standing in such state. The Purchaser's principal office is located at 1440 Gulf Shore Boulevard North, Suite 600, Naples, Florida 34102. The Purchaser has all requisite limited liability company power and authority to own, lease, and operate its properties and to carry on its business as currently conducted, and to execute, deliver, and perform its obligations under this Agreement.
Section 5.2 — Authorization. The execution, delivery, and performance of this Agreement by the Purchaser, and the consummation of the transactions contemplated hereby, including the purchase of the Private Placement Warrants, have been duly and validly authorized by all necessary limited liability company action on the part of the Purchaser. Marco A. Pellegrino, in his capacity as Managing Member and Founder of the Purchaser, has full authority to execute this Agreement on behalf of the Purchaser and to bind the Purchaser to the terms hereof. This Agreement has been duly executed and delivered by the Purchaser and constitutes the legal, valid, and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms (subject to the Enforceability Exceptions).
Section 5.3 — Investment Intent / Accredited Investor Status.
(a) The Purchaser is acquiring the Private Placement Warrants for its own account, for investment purposes only, and not with a view to, or for sale in connection with, any distribution thereof in violation of the Securities Act or any applicable state securities laws. The Purchaser does not presently have any agreement, plan, or understanding, directly or indirectly, with any Person to distribute or effect any distribution of any of the Private Placement Warrants or the shares of Class A Common Stock underlying the Private Placement Warrants.
(b) The Purchaser is an "accredited investor" as defined in Rule 501(a) of Regulation D promulgated under the Securities Act. Without limiting the foregoing, the Purchaser is an entity in which all of the equity owners are accredited investors within the meaning of Rule 501(a) of Regulation D.
(c) The Purchaser has approximately $2.1 billion in assets under management across hospitality real estate, private credit, and co-investment vehicles. The Purchaser and its Affiliates have substantial experience in evaluating and investing in special purpose acquisition companies and similar investment vehicles and are capable of evaluating the merits and risks of the investment in the Private Placement Warrants.
(d) The Purchaser is a sophisticated investor with knowledge and experience in financial and business matters and is capable of evaluating the merits and risks of the investment in the Private Placement Warrants and the underlying shares of Class A Common Stock and is able to bear the economic risk of such investment, including the complete loss of the Purchaser's investment.
Section 5.4 — Restricted Securities. The Purchaser understands and acknowledges that the Private Placement Warrants and the shares of Class A Common Stock issuable upon exercise thereof are "restricted securities" within the meaning of Rule 144 promulgated under the Securities Act and that such securities have not been and will not be registered under the Securities Act or the securities laws of any state. The Purchaser understands that the Private Placement Warrants and the underlying shares of Class A Common Stock may not be offered, sold, transferred, pledged, or otherwise disposed of except (i) pursuant to an effective registration statement under the Securities Act, (ii) pursuant to an available exemption from the registration requirements of the Securities Act (including Rule 144, subject to the conditions thereof), or (iii) in a transaction not subject to the registration requirements of the Securities Act, and in each case, in compliance with any applicable state securities or "blue sky" laws. The Purchaser acknowledges the transfer restrictions set forth in this Agreement and in the Letter Agreement and agrees to comply therewith.
Section 5.5 — Access to Information. The Purchaser has had the opportunity to ask questions of, and receive answers from, the officers and directors of the Company regarding the Company and the terms and conditions of the offering of the Private Placement Warrants. The Purchaser has had access to, and has reviewed, the Registration Statement (including all amendments thereto) and the prospectus included therein, and such other documents and information as the Purchaser has deemed necessary or appropriate to make an informed investment decision with respect to the purchase of the Private Placement Warrants. The Purchaser acknowledges that neither the Company nor any of its officers, directors, or representatives has made any representation or warranty to the Purchaser other than as expressly set forth in this Agreement.
Section 5.6 — No General Solicitation. The Purchaser's acquisition of the Private Placement Warrants does not involve any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D promulgated under the Securities Act. Neither the Purchaser nor any of its Affiliates, nor any Person acting on its or their behalf, has engaged in any form of general solicitation or general advertising (within the meaning of Regulation D under the Securities Act) in connection with the offer or sale of the Private Placement Warrants.
Section 5.7 — Sufficient Funds. The Purchaser has, and at each applicable closing will have, sufficient funds available to consummate the transactions contemplated by this Agreement, including to pay the aggregate Purchase Price of $5,500,000 at the IPO Closing and up to an additional $825,000 at the Over-Allotment Closing (if applicable). The Purchaser has the financial capacity to consummate the transactions contemplated hereby without any financing contingency.
ARTICLE VI — COVENANTS
Section 6.1 — Transfer Restrictions.
(a) The Purchaser covenants and agrees that the Private Placement Warrants and the shares of Class A Common Stock issuable upon exercise thereof shall not be transferable, assignable, salable, pledgable, or otherwise disposable (whether voluntarily, involuntarily, or by operation of law) until thirty (30) days after the completion of an initial Business Combination by the Company (the "Transfer Restriction Period"). Any purported transfer, assignment, sale, pledge, or other disposition of any Private Placement Warrant or share of Class A Common Stock underlying a Private Placement Warrant during the Transfer Restriction Period, other than to a Permitted Transferee as set forth below, shall be null and void and of no force or effect, and the Company and the Warrant Agent shall not give effect to any such purported transfer on the books and records of the Company or the Warrant Agent.
(b) Notwithstanding the foregoing, during the Transfer Restriction Period, the Purchaser may transfer its Private Placement Warrants (and the shares of Class A Common Stock underlying the Private Placement Warrants) to one or more Permitted Transferees; provided that:
(i) the transferee is (A) an officer or director of the Company, (B) an Affiliate of the Purchaser, (C) a member of the immediate family (within the meaning of Rule 16a-1(e) promulgated under the Exchange Act) of any officer, director, or member of the Purchaser, or (D) a trust, the beneficiary of which is any of the foregoing Persons;
(ii) each such Permitted Transferee agrees in writing, prior to such transfer, to be bound by the transfer restrictions set forth in this Section 6.1 and the corresponding provisions of the Letter Agreement dated January 19, 2022;
(iii) such transfer is not made for value (i.e., no consideration is received by the Purchaser in connection with such transfer, other than as may be permitted under the Letter Agreement); and
(iv) such transfer is otherwise in compliance with applicable securities laws, including the Securities Act and applicable state securities laws.
(c) Following the expiration of the Transfer Restriction Period, the Private Placement Warrants and the shares of Class A Common Stock underlying the Private Placement Warrants may be transferred by the Purchaser or any Permitted Transferee, subject to compliance with the Securities Act, including the availability of an applicable exemption from registration or the effectiveness of a registration statement covering such resale, and subject to any other applicable transfer restrictions under the Warrant Agreement, the Registration Rights Agreement, and applicable law.
Section 6.2 — Lock-Up. The Purchaser agrees to be bound by, and to comply with, the lock-up and transfer restrictions set forth in the Letter Agreement (Insider Letter) dated January 19, 2022, by and among the Company, the Purchaser, and each of the Company's officers and directors, as if such provisions were set forth in their entirety herein. Without limiting the generality of the foregoing, the Purchaser acknowledges that the Founder Shares held by the Purchaser are subject to lock-up restrictions as described in the Letter Agreement and the Registration Statement, and that such lock-up restrictions are separate from, and in addition to, the transfer restrictions set forth in Section 6.1 hereof with respect to the Private Placement Warrants.
Section 6.3 — Voting Agreement. The Purchaser agrees that, with respect to any shares of Class A Common Stock acquired upon exercise of the Private Placement Warrants (or otherwise acquired by the Purchaser), the Purchaser shall vote such shares, and shall cause any Permitted Transferee holding such shares to vote such shares, in accordance with the terms and conditions of the Letter Agreement, including, without limitation, in favor of any proposed initial Business Combination presented to the stockholders of the Company for approval. The obligations of the Purchaser under this Section 6.3 shall terminate upon the earlier of (i) the completion of an initial Business Combination and (ii) the liquidation of the Company.
Section 6.4 — No Redemption from Trust.
(a) The Purchaser acknowledges and agrees that the Private Placement Warrants and the shares of Class A Common Stock issuable upon exercise thereof shall have no right to any liquidation distributions from the Trust Account in the event that the Company fails to consummate an initial Business Combination within the time period specified in the Amended and Restated Certificate of Incorporation (i.e., the Business Combination Deadline). In the event of the Company's liquidation, the Private Placement Warrants shall expire worthless and the Purchaser shall not be entitled to receive any portion of the funds held in the Trust Account.
(b) The Purchaser hereby irrevocably waives any right to participate in any redemption of shares of Class A Common Stock in connection with a Business Combination or otherwise, with respect to any shares of Class A Common Stock underlying the Private Placement Warrants, consistent with the terms of the Letter Agreement. For the avoidance of doubt, the foregoing waiver shall not apply to any shares of Class A Common Stock acquired by the Purchaser in the open market following the IPO, which shall retain their redemption rights.
(c) In the event that the Company does not consummate an initial Business Combination by the Business Combination Deadline (as may be extended in accordance with the Amended and Restated Certificate of Incorporation), the Purchaser agrees that it will not seek or assert any claim against the Trust Account or any amounts held therein with respect to the Private Placement Warrants or any amounts paid hereunder. This Section 6.4 shall survive the termination of this Agreement and the liquidation of the Company.
Section 6.5 — Legending. The Company shall cause each certificate representing the Private Placement Warrants, and each certificate or book-entry position representing shares of Class A Common Stock issued upon exercise of the Private Placement Warrants, to bear the restrictive legend substantially in the form set forth in Exhibit B attached hereto. Such legend shall reference the restrictions on transfer under the Securities Act, this Agreement, and the Letter Agreement, and shall remain affixed to such certificates or book-entry positions until such time as such legend is no longer required under applicable law, this Agreement, or the Letter Agreement. The Company shall instruct the Warrant Agent and its transfer agent to effectuate the foregoing. The Company shall cooperate with the Purchaser to remove such legend promptly upon request, provided that the Purchaser delivers to the Company such documentation and certifications as the Company may reasonably request to confirm that such legend is no longer required, including, without limitation, an opinion of counsel to the Purchaser, in form and substance reasonably satisfactory to the Company, that such legend may be removed in accordance with the Securities Act and applicable state securities laws.
Section 6.6 — Registration Rights. The Purchaser acknowledges that it is a party to the Registration Rights Agreement dated January 19, 2022, by and among the Company, the Purchaser, and certain initial security holders of the Company, including Marco A. Pellegrino, Daniella R. Pellegrino, Vincent Abruzzi, Constance Liu-Harmon, Dr. Rafael Espinosa, and Judith Anne Sorrento (collectively, the "Holders"). The Registration Rights Agreement provides the Holders with certain demand registration rights and piggyback registration rights for the Private Placement Warrants and the shares of Class A Common Stock issuable upon exercise of the Private Placement Warrants (as well as the Founder Shares and the shares of Class A Common Stock issuable upon conversion of the Founder Shares), all in accordance with the terms and conditions set forth therein. The Purchaser's registration rights with respect to the Private Placement Warrants and the underlying shares of Class A Common Stock are governed exclusively by the Registration Rights Agreement, and the Company shall have no obligation to register such securities except as set forth therein.
ARTICLE VII — CONDITIONS TO CLOSING
Section 7.1 — Conditions to the Company's Obligations. The obligations of the Company to issue and sell the Private Placement Warrants to the Purchaser at the IPO Closing (and, if applicable, the Over-Allotment Closing) are subject to the satisfaction or waiver of each of the following conditions precedent:
(a) The representations and warranties of the Purchaser set forth in Article V hereof shall be true and correct in all material respects as of the date of this Agreement and as of the IPO Closing Date (and, if applicable, the Over-Allotment Closing Date), with the same force and effect as if made on and as of such date (except to the extent expressly made as of an earlier date, in which case as of such earlier date);
(b) The Purchaser shall have performed and complied with all covenants, agreements, and obligations required to be performed or complied with by the Purchaser under this Agreement at or prior to the applicable closing, including, without limitation, the delivery of the applicable Purchase Price;
(c) The Purchaser shall have delivered the applicable Purchase Price to the Trust Account by wire transfer of immediately available funds in accordance with Section 2.1 or Section 2.2 hereof, as applicable, and Schedule A hereto; and
(d) No Governmental Authority shall have enacted, issued, promulgated, enforced, or entered any law, rule, regulation, judgment, injunction, order, or decree that is then in effect and that has the effect of making illegal, restraining, enjoining, or otherwise prohibiting the consummation of the transactions contemplated by this Agreement.
Section 7.2 — Conditions to the Purchaser's Obligations. The obligations of the Purchaser to purchase the Private Placement Warrants from the Company at the IPO Closing (and, if applicable, the Over-Allotment Closing) are subject to the satisfaction or waiver of each of the following conditions precedent:
(a) The representations and warranties of the Company set forth in Article IV hereof shall be true and correct in all material respects as of the date of this Agreement and as of the IPO Closing Date (and, if applicable, the Over-Allotment Closing Date), with the same force and effect as if made on and as of such date (except to the extent expressly made as of an earlier date, in which case as of such earlier date);
(b) The Company shall have performed and complied with all covenants, agreements, and obligations required to be performed or complied with by the Company under this Agreement at or prior to the applicable closing;
(c) The SEC shall have declared the Registration Statement on Form S-1 (File No. 333-260847) effective under the Securities Act, and such effectiveness shall not have been revoked or suspended (such declaration having occurred on January 14, 2022);
(d) The Underwriting Agreement dated January 19, 2022, among the Company, the Purchaser, and Meridian Tidewater Securities LLC (as representative of the Underwriters), shall have been duly executed and delivered by all parties thereto and shall be in full force and effect;
(e) The Trust Agreement dated January 19, 2022, between the Company and Atlantic Seaboard Trust Company, N.A., shall have been duly executed and delivered by all parties thereto and shall be in full force and effect;
(f) The Warrant Agreement dated January 19, 2022, between the Company and Keymark Transfer Services LLC, as warrant agent, shall have been duly executed and delivered by all parties thereto and shall be in full force and effect;
(g) The Registration Rights Agreement dated January 19, 2022, among the Company, the Purchaser, and certain initial security holders, shall have been duly executed and delivered by all parties thereto and shall be in full force and effect;
(h) The Letter Agreement dated January 19, 2022, among the Company, the Purchaser, and each of the Company's officers and directors, shall have been duly executed and delivered by all parties thereto and shall be in full force and effect;
(i) The Company shall have delivered to the Purchaser the applicable number of Private Placement Warrants, either in certificated form or by book-entry through the Warrant Agent, in accordance with Section 2.1 or Section 2.2 hereof, as applicable;
(j) No order suspending the effectiveness of the Registration Statement shall be in effect, and no proceedings for such purpose shall have been initiated or threatened by the SEC; and
(k) No Governmental Authority shall have enacted, issued, promulgated, enforced, or entered any law, rule, regulation, judgment, injunction, order, or decree that is then in effect and that has the effect of making illegal, restraining, enjoining, or otherwise prohibiting the consummation of the transactions contemplated by this Agreement.
ARTICLE VIII — TERMINATION
Section 8.1 — Termination Events. This Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time prior to the IPO Closing:
(a) by the mutual written consent of the Company and the Purchaser;
(b) by either the Company or the Purchaser, by written notice to the other party, if the IPO Closing has not occurred on or prior to March 31, 2022; provided, however, that the right to terminate this Agreement under this Section 8.1(b) shall not be available to any party whose breach of any representation, warranty, covenant, or obligation under this Agreement has been the primary cause of, or resulted in, the failure of the IPO Closing to occur on or before such date;
(c) by either the Company or the Purchaser, by written notice to the other party, if any Governmental Authority of competent jurisdiction shall have issued a final, non-appealable o

PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT

PELLEGRINO HOSPITALITY ACQUISITION CORP.

PELLEGRINO CAPITAL GROUP LLC

PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT

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