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REGISTRATION RIGHTS AGREEMENT

dated as of

January 19, 2022

among

PELLEGRINO HOSPITALITY ACQUISITION CORP.

a Delaware corporation

PELLEGRINO CAPITAL GROUP LLC

a Delaware limited liability company

and

THE HOLDERS LISTED ON THE SIGNATURE PAGES HERETO

REGISTRATION RIGHTS AGREEMENT

This REGISTRATION RIGHTS AGREEMENT (this "Agreement") is entered into as of January 19, 2022, by and among Pellegrino Hospitality Acquisition Corp., a Delaware corporation (the "Company"), Pellegrino Capital Group LLC, a Delaware limited liability company (the "Sponsor"), and each of the holders listed on the signature pages hereto (each, a "Holder" and collectively, the "Holders").

RECITALS

WHEREAS, the Company intends to consummate an initial public offering (the "IPO") of units (the "Units"), each Unit consisting of one share of Class A common stock, par value $0.0001 per share, of the Company ("Class A Common Stock"), and one-half of one redeemable warrant (each whole warrant, a "Public Warrant"), each whole Public Warrant entitling the holder thereof to purchase one share of Class A Common Stock at an exercise price of $11.50 per share, subject to adjustment, pursuant to a Registration Statement on Form S-1 (File No. 333-260847) filed with the United States Securities and Exchange Commission (the "SEC");

WHEREAS, the Sponsor currently holds 3,750,000 shares of Class B common stock, par value $0.0001 per share, of the Company (the "Founder Shares"), which Founder Shares were purchased by the Sponsor for an aggregate purchase price of $25,000 on October 5, 2021, with up to 487,500 of such Founder Shares being subject to forfeiture in the event that the underwriters' over-allotment option is not exercised in full;

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

WHEREAS, the Founder Shares are convertible into shares of Class A Common Stock on a one-for-one basis, subject to adjustment as provided in the Company's Amended and Restated Certificate of Incorporation, and the Private Placement Warrants are exercisable for shares of Class A Common Stock on the terms and conditions set forth in the Warrant Agreement governing such warrants;

WHEREAS, the Company desires to grant certain registration rights to the Sponsor and the other Holders with respect to certain securities of the Company, as more fully described herein, in order to facilitate the orderly distribution of such securities in compliance with applicable federal and state securities laws; and

WHEREAS, in order to induce the Sponsor to purchase the Private Placement Warrants and to facilitate the consummation of the IPO, the Company has agreed to provide the registration rights set forth in this Agreement.

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

"Board" means the Board of Directors of the Company.

"Blackout Period" has the meaning given to such term in Section 2.1(e) of this Agreement.

"Business Combination" means the Company's initial business combination, as such term is described in the Company's Amended and Restated Certificate of Incorporation, as filed with the Secretary of State of the State of Delaware on January 24, 2022, including any merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses or entities.

"Business Combination Deadline" means the date that is eighteen (18) months from the closing of the IPO (i.e., August 4, 2023), as such date may be extended to the date that is twenty-four (24) months from the closing of the IPO (i.e., February 4, 2024) upon the deposit of the applicable extension payments into the Trust Account by the Sponsor or its designees, as provided in the Company's Amended and Restated Certificate of Incorporation.

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

"Class B Common Stock" means the shares of Class B common stock, par value $0.0001 per share, of the Company, including the Founder Shares.

"Commission" or "SEC" means the United States Securities and Exchange Commission, or any successor agency thereto.

"Company" means Pellegrino Hospitality Acquisition Corp., a Delaware corporation, and any successor entity thereto.

"Demand Registration" has the meaning given to such term in Section 2.1(a) of this Agreement.

"Effective Date" means the date on which this Agreement becomes effective, being the date of the closing of the IPO, which is January 24, 2022.

"Exchange Act" means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder, as the same may be amended from time to time.

"Form S-1" means a registration statement on Form S-1 under the Securities Act, or any successor registration form under the Securities Act subsequently adopted by the Commission that permits inclusion of substantially the same information as currently permitted to be included in a registration statement on Form S-1.

"Form S-3" means a registration statement on Form S-3 under the Securities Act, or any successor registration form under the Securities Act subsequently adopted by the Commission that permits inclusion of substantially the same information as currently permitted to be included in a registration statement on Form S-3, including the ability to incorporate by reference information contained in other filings made with the Commission.

"Founder Shares" means the 3,750,000 shares of Class B Common Stock held by the Sponsor (subject to increase to up to 4,237,500 shares of Class B Common Stock upon the full exercise by the underwriters of the over-allotment option and the corresponding release from forfeiture of the applicable Founder Shares), together with any shares of Class A Common Stock issuable upon the conversion thereof.

"Holders" means the Sponsor and each of the other persons who are party to this Agreement, and their respective successors and permitted transferees who become parties to this Agreement in accordance with Section 7.2 hereof.

"IPO" means the Company's initial public offering of Units, consummated pursuant to the Registration Statement on Form S-1 (File No. 333-260847), as declared effective by the Commission on January 14, 2022.

"Lock-Up Period" means (a) with respect to the Founder Shares (and any shares of Class A Common Stock issuable upon conversion thereof), the period ending on the earlier of (i) one (1) year after the date of the completion of a Business Combination and (ii) the date on which the closing price of the Class A Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations, and the like) for any twenty (20) trading days within any thirty (30) consecutive trading day period commencing at least one hundred fifty (150) days after the date of completion of a Business Combination; and (b) with respect to the Private Placement Warrants and any shares of Class A Common Stock issuable upon exercise thereof, the period ending thirty (30) days after the date of the completion of a Business Combination.

"Maximum Number of Securities" has the meaning given to such term in Section 2.4(a) of this Agreement.

"Nasdaq" means The Nasdaq Stock Market LLC, on which the Company's Units are listed and traded under the ticker symbol "PHAU," the Company's Class A Common Stock is listed and traded under the ticker symbol "PHA," and the Company's Public Warrants are listed and traded under the ticker symbol "PHAW."

"Piggyback Registration" has the meaning given to such term in Section 2.3(a) of this Agreement.

"Private Placement Warrants" means the 5,500,000 warrants purchased by the Sponsor simultaneously with the closing of the IPO, together with up to 825,000 additional warrants that may be purchased by the Sponsor in connection with the exercise by the underwriters of the over-allotment option pursuant to the Private Placement Warrants Purchase Agreement, and any shares of Class A Common Stock issuable upon the exercise of such warrants.

"Registrable Securities" means (a) the Founder Shares (including any shares of Class A Common Stock issuable upon conversion thereof), (b) the Private Placement Warrants (including any shares of Class A Common Stock issuable upon exercise thereof), and (c) any equity securities of the Company issuable directly or indirectly upon conversion, exercise, or exchange of any of the foregoing securities, in each case, that have not been (i) sold pursuant to an effective Registration Statement under the Securities Act or pursuant to Rule 144 under the Securities Act (or any successor rule thereto), (ii) transferred in a transaction in which the transferor's registration rights under this Agreement are not assigned and where subsequent public distribution of such securities would not require registration under the Securities Act, or (iii) otherwise ceased to be outstanding.

"Registration Statement" means any registration statement of the Company filed with or to be filed with the Commission under the rules and regulations promulgated under the Securities Act, including the related prospectus, any amendments and supplements to such registration statement and prospectus, and all exhibits and other materials referenced therein.

"Securities Act" means the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder, as the same may be amended from time to time.

"Sponsor" means Pellegrino Capital Group LLC, a Delaware limited liability company, with its principal office at 1440 Gulf Shore Boulevard North, Suite 600, Naples, FL 34102, or any successor entity thereto.

"Transfer Agent" means Keymark Transfer Services LLC, with offices at 525 Washington Boulevard, Suite 1400, Jersey City, NJ 07310, or any successor transfer agent appointed by the Company from time to time.

"Trust Account" means the trust account established and maintained by Atlantic Seaboard Trust Company, N.A. (with offices at 100 Federal Street, Suite 2200, Boston, MA 02110), as trustee, in accordance with the terms and conditions of that certain Investment Management Trust Agreement, dated as of January 19, 2022, by and between the Company and the Trustee, for the benefit of the Company's public stockholders.

"Trustee" means Atlantic Seaboard Trust Company, N.A., in its capacity as trustee of the Trust Account, or any successor trustee appointed pursuant to the Investment Management Trust Agreement.

"Underwriting Agreement" means that certain Underwriting Agreement, dated as of January 19, 2022, by and among the Company, the Sponsor, and Meridian Tidewater Securities LLC, as representative of the several underwriters named therein, in connection with the IPO.

Section 1.2 — Interpretation

In this Agreement, unless the context otherwise requires:

(a) the headings contained in this Agreement are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement;

(b) the words "include," "includes," and "including" when used herein shall be deemed to be followed by the phrase "without limitation," and shall not be construed to limit any general statement that they follow to the specific or similar items or matters immediately following them;

(d) the use of the singular form of any word shall include the plural, and vice versa, as the context may require;

(e) the word "or" shall not be exclusive;

(f) the words "herein," "hereof," "hereby," "hereunder," and words of similar import refer to this Agreement as a whole and not to any particular provision of this Agreement;

(g) any reference to any federal, state, local, or foreign law, statute, or regulation shall be deemed also to refer to all rules and regulations promulgated thereunder, unless the context otherwise requires;

(h) references to any agreement or contract shall be to such agreement or contract as amended, modified, supplemented, or restated from time to time in accordance with its terms; and

(i) any reference to "days" shall refer to calendar days, unless "business days" is expressly specified.

ARTICLE II — REGISTRATION RIGHTS

Section 2.1 — Demand Registration

(a) Demand Right. At any time and from time to time after the expiration of the applicable Lock-Up Period with respect to the applicable Registrable Securities, the Holders of a majority-in-interest of the then-outstanding Registrable Securities held by all Holders may make a written demand upon the Company for registration under the Securities Act of all or any part of such Holders' Registrable Securities (a "Demand Registration"). Any such written demand shall specify the number and type of Registrable Securities proposed to be sold and the intended method or methods of distribution thereof. The Company shall, promptly upon receipt of any such demand (and in any event within five (5) business days), give written notice of such demand to all other Holders of Registrable Securities, and each such other Holder shall have the right, exercisable by delivery of written notice to the Company within ten (10) business days after receipt of such notice from the Company, to request that all or any portion of such Holder's Registrable Securities be included in such Demand Registration.

(b) Filing Obligation. Upon receipt of a demand notice pursuant to Section 2.1(a), the Company shall be obligated to file a Registration Statement on the appropriate form with the Commission within twenty (20) business days of receiving such demand notice and shall use its commercially reasonable efforts to cause such Registration Statement to be declared effective by the Commission as soon as reasonably practicable after such filing. The Company shall use its commercially reasonable efforts to keep such Registration Statement continuously effective for the period necessary to complete the distribution of the Registrable Securities covered thereby, but in no event for a period shorter than one hundred eighty (180) days (or such shorter period as shall be necessary for all Registrable Securities covered thereby to be sold pursuant to such Registration Statement).

(c) Limitation on Number of Demands. The Company shall not be obligated to effect more than three (3) Demand Registrations in the aggregate under this Section 2.1. For purposes of clarity, once a Demand Registration has been effected (as determined in accordance with Section 2.1(d) below), it shall be counted against the three (3) Demand Registrations permitted hereunder, regardless of how many Holders participated in such registration.

(d) When a Demand Registration Is Not Deemed Effected. A Demand Registration shall not be deemed to have been effected (and therefore shall not count as one of the three permitted Demand Registrations) if any of the following circumstances has occurred: (i) the Registration Statement relating thereto has not become effective with the Commission; (ii) after becoming effective, such Registration Statement is subject to any stop order, injunction, or similar order or requirement of the Commission for any period in excess of thirty (30) consecutive calendar days that prevents or restricts sales of the Registrable Securities covered thereby; or (iii) the conditions to closing specified in any underwriting agreement entered into in connection with such Demand Registration are not satisfied or waived, other than by reason of a failure on the part of the Holders that requested such Demand Registration.

(e) Postponement; Blackout Period. Notwithstanding anything to the contrary set forth in this Section 2.1, the Company shall be entitled to postpone the filing of a Registration Statement otherwise required to be filed pursuant to this Section 2.1, or to suspend the use and effectiveness of any Registration Statement filed hereunder, for a period not to exceed sixty (60) calendar days (a "Blackout Period"), if the Board determines in good faith by resolution that (i) such filing or the offering of Registrable Securities contemplated thereby would require the disclosure of material nonpublic information that, if disclosed at such time, would be materially detrimental to the Company and its stockholders, or (ii) the filing or use of such Registration Statement would materially interfere with a bona fide business transaction or negotiation being conducted by the Company. The Company shall not invoke the right to impose a Blackout Period more than two (2) times in any twelve (12)-month period. The Company shall provide prompt written notice to the requesting Holders of the commencement and termination of any such Blackout Period (without disclosing the substance of the material nonpublic information giving rise to the Blackout Period). Following the termination of a Blackout Period, the Company shall promptly resume its obligations under this Section 2.1 with respect to the applicable Registration Statement.

Section 2.2 — Shelf Registration

(a) Shelf Registration Statement. At any time the Company is eligible to use Form S-3 (or any successor form thereto), any demand made by the Holders pursuant to Section 2.1 may request a shelf registration statement on Form S-3 (a "Shelf Registration Statement") that provides for the resale of the Registrable Securities from time to time on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (or any successor rule thereto).

(b) Effectiveness. If a Shelf Registration Statement is requested pursuant to Section 2.2(a), the Company shall use its commercially reasonable efforts to file such Shelf Registration Statement with the Commission within the timeframe specified in Section 2.1(b) and to cause such Shelf Registration Statement to become effective as promptly as reasonably practicable after such filing.

(c) Continuous Effectiveness. The Company shall use its commercially reasonable efforts to keep any Shelf Registration Statement filed pursuant to this Section 2.2 continuously effective under the Securities Act until the earlier of (i) such time as all Registrable Securities covered by such Shelf Registration Statement have been sold pursuant thereto or pursuant to Rule 144 under the Securities Act, (ii) such time as all Registrable Securities covered by such Shelf Registration Statement cease to be Registrable Securities, and (iii) the date that is three (3) years from the effective date of such Shelf Registration Statement (subject to the Company's obligation to file a successor Shelf Registration Statement upon the request of the Holders if Registrable Securities remain outstanding at such time).

(d) Counting Toward Demand Registrations. Any Shelf Registration Statement filed in response to a written demand made pursuant to Section 2.1 shall count as one of the three (3) permitted Demand Registrations under Section 2.1(c). Any Shelf Registration Statement that is not filed in response to a written demand under Section 2.1 (including, for the avoidance of doubt, any Shelf Registration Statement filed voluntarily by the Company) shall not count against the three permitted Demand Registrations.

Section 2.3 — Piggyback Registration

(a) Right to Piggyback. If, at any time after the Effective Date, the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of equity securities of the Company, whether for the Company's own account or for the account of any stockholder of the Company (other than (i) a registration statement on Form S-4, Form S-8, or any successor form thereto, (ii) a registration statement relating solely to an offering and sale of securities to employees, directors, or consultants of the Company or its subsidiaries pursuant to any employee stock plan or other employee benefit arrangement, or (iii) a registration statement filed in connection with an exchange offer or an offering of securities solely to the Company's existing security holders), the Company shall give written notice of such proposed filing to all Holders of Registrable Securities as soon as practicable, but in no event less than ten (10) business days before the anticipated filing date of such Registration Statement. Such notice shall specify, to the extent known, the number and class of securities proposed to be registered, the proposed date of filing, the proposed means of distribution, and the name of each proposed managing underwriter, if any.

(b) Inclusion Request. Upon receipt of such notice from the Company, each Holder of Registrable Securities who wishes to include all or any portion of its Registrable Securities in such Registration Statement (a "Piggyback Registration") shall so notify the Company in writing within five (5) business days after receipt of such notice (or such shorter period as may be specified in such notice as being required by the anticipated filing date). The Company shall use commercially reasonable efforts to cause all Registrable Securities that any such Holder has requested to be included in such Registration Statement to be included therein on the same terms and conditions as the securities otherwise being sold in such offering; provided, however, that if, at any time after giving written notice of its intention to register equity securities and prior to the effective date of the Registration Statement filed in connection therewith, the Company shall determine for any reason not to register such equity securities, the Company shall give written notice of such determination to each Holder and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such abandoned registration.

(c) Not Counted as Demand Registration. Piggyback Registration rights granted under this Section 2.3 shall not be deemed to be Demand Registrations and shall not reduce the number of Demand Registrations available to the Holders under Section 2.1.

Section 2.4 — Reduction of Offering; Priority; Cutbacks

(a) Underwriter Cutback. If the managing underwriter or underwriters of a proposed offering advise the Company and the Holders that the total number of Registrable Securities and other securities proposed to be included in such registration exceeds the number that can be sold in such offering without materially and adversely affecting the price, timing, or distribution of the offering and the securities offered (such maximum number of securities, the "Maximum Number of Securities"), then the Company shall include in such registration the Maximum Number of Securities, determined in accordance with the following priority provisions:

(i) Company-Initiated Registration. In the event of a registration initiated by the Company for its own account (including a Piggyback Registration in which the Company is the initiating party), the priority shall be as follows:

(A) first, the securities that the Company proposes to sell for its own account;

(B) second, the Registrable Securities of the Holders who have requested inclusion in such registration, allocated pro rata among such Holders based on the relative number of Registrable Securities then held by each such Holder (or in such other proportion as shall be mutually agreed upon by all such Holders); and

(C) third, any other securities of the Company requested to be included in such registration by any other person, allocated among such persons in accordance with the priorities established by the Company.

(ii) Demand Registration. In the event of a Demand Registration pursuant to Section 2.1, the priority shall be as follows:

(A) first, the Registrable Securities of the Holders who have requested inclusion in the Demand Registration, allocated pro rata among such Holders based on the relative number of Registrable Securities then held by each such requesting Holder (or in such other proportion as shall be mutually agreed upon by all such requesting Holders);

(B) second, any securities that the Company proposes to sell for its own account; and

(iii) Other Stockholder-Initiated Registration. In the event of a registration initiated by any stockholder of the Company other than the Holders pursuant to separate contractual registration rights (a "Stockholder-Initiated Registration"), the priority shall be as follows:

(A) first, the securities of the stockholder or stockholders who initiated such registration;

(B) second, the Registrable Securities of the Holders who have requested inclusion in such registration pursuant to Section 2.3 (Piggyback Registration), allocated pro rata among such Holders based on the relative number of Registrable Securities then held by each such Holder (or in such other proportion as shall be mutually agreed upon by all such Holders); and

(b) No Obligation to Include. If any Holder's Registrable Securities are excluded in whole or in part from a registration pursuant to this Section 2.4, such Holder shall have no claim against the Company, the managing underwriter or underwriters, or any other Holder in connection with such exclusion, and such exclusion shall not affect such Holder's rights to include Registrable Securities in any future registration under this Agreement.

Section 2.5 — Withdrawal

(a) Withdrawal from Piggyback Registration. Any Holder of Registrable Securities who has included Registrable Securities in a Piggyback Registration pursuant to Section 2.3 may withdraw all or any portion of such Holder's Registrable Securities from such Piggyback Registration at any time prior to the effectiveness of the applicable Registration Statement by delivering written notice of such withdrawal to the Company. Such withdrawal shall not affect such Holder's rights with respect to any future Piggyback Registration or Demand Registration.

(b) Withdrawal of Demand Registration. In the case of a Demand Registration, the Holders of a majority-in-interest of the Registrable Securities initially requested to be included in such Demand Registration may elect to withdraw such demand by delivering written notice of such withdrawal to the Company at any time prior to the effectiveness of the applicable Registration Statement. If such demand is withdrawn, such withdrawn Demand Registration shall count as one of the three (3) permitted Demand Registrations under Section 2.1(c), unless the withdrawing Holders reimburse the Company for all out-of-pocket registration expenses theretofore incurred by the Company in connection with such withdrawn Demand Registration (in which case such withdrawn demand shall not count as one of the three permitted Demand Registrations). For the avoidance of doubt, if the withdrawing Holders elect to reimburse the Company for such expenses, the Holders shall retain the right to request additional Demand Registrations up to the three (3) Demand Registration limit set forth in Section 2.1(c), and the withdrawn demand shall be treated as if it had not been made.

Section 2.6 — Registrations on Form S-1 and Form S-3

(a) Selection of Form. Demand Registrations pursuant to Section 2.1 may be effected on Form S-1 or, when the Company has become eligible to use Form S-3, on Form S-3, at the election of the Holders of a majority-in-interest of the Registrable Securities to be included in such Demand Registration.

(b) Election of Form S-3. If the Company becomes eligible for the use of Form S-3, the Holders of a majority-in-interest of the then-outstanding Registrable Securities may request that any Demand Registration be effected on Form S-3 in lieu of Form S-1. The Company shall use commercially reasonable efforts to maintain its eligibility to use Form S-3 at all times after becoming eligible therefor.

(c) Automatic Conversion. If a Registration Statement has been filed on Form S-1 and the Company subsequently becomes eligible to use Form S-3, the Company shall, at the written request of the Holders of a majority-in-interest of the Registrable Securities covered by such Registration Statement, use commercially reasonable efforts to convert such Registration Statement to one on Form S-3 or to file a new registration statement on Form S-3 covering the same Registrable Securities.

ARTICLE III — REGISTRATION PROCEDURES

Section 3.1 — Company Obligations

In connection with any registration of Registrable Securities pursuant to this Agreement, the Company shall use its commercially reasonable efforts to effect and facilitate such registration and the sale and distribution of the Registrable Securities covered thereby, and in furtherance thereof shall:

(a) Preparation and Filing. Prepare and file with the Commission a Registration Statement on the appropriate form under the Securities Act (as determined in accordance with Article II) covering the Registrable Securities to be registered, which Registration Statement shall include all required financial statements (audited in accordance with generally accepted accounting principles by Whitmore, Linden & Pratt LLP, the Company's independent registered public accounting firm, or any successor independent registered public accounting firm of the Company), all required exhibits, and all other documents and information required under applicable rules and regulations of the Commission, and make all necessary filings under applicable state securities or "blue sky" laws. The Company shall furnish to the Holders and the managing underwriter or underwriters, if any, prior to filing, copies of the Registration Statement and each amendment thereto and shall use commercially reasonable efforts to reflect in each such document, when so filed with the Commission, any comments that the Holders or the managing underwriter(s) may reasonably and timely propose.

(b) Effectiveness and Duration. Use its commercially reasonable efforts to cause such Registration Statement to become effective as promptly as reasonably practicable after the filing thereof and to keep such Registration Statement continuously effective for the period necessary to complete the distribution of all Registrable Securities covered thereby, but in no event for a period of less than one hundred eighty (180) days from the effective date of such Registration Statement (or such shorter period in which all Registrable Securities included therein have been sold pursuant thereto). The Company shall promptly prepare and file with the Commission such amendments and post-effective amendments to the Registration Statement as may be necessary to keep such Registration Statement continuously effective during the required period and to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered thereby.

(c) Copies of Documents. Furnish to each selling Holder and the managing underwriter or underwriters, if any, without charge, such number of copies of the Registration Statement, each amendment thereto, the prospectus included in such Registration Statement (including each preliminary prospectus), any prospectus supplement, any documents incorporated by reference therein, and such other documents as any selling Holder or underwriter may reasonably request, in order to facilitate the disposition of the Registrable Securities covered by such Registration Statement. The Company consents to the use of each such prospectus and any amendment or supplement thereto by each selling Holder and the underwriters, if any, in connection with the offering and sale of the Registrable Securities covered by the applicable Registration Statement.

(d) Blue Sky Compliance. Use its commercially reasonable efforts to register or qualify the Registrable Securities covered by such Registration Statement under the securities or "blue sky" laws of such jurisdictions within the United States as any selling Holder or the managing underwriter or underwriters, if any, shall reasonably request, and to keep such registrations or qualifications in effect for so long as such Registration Statement remains in effect; provided, however, that the Company shall not be required to (i) qualify generally to do business in any jurisdiction in which it is not then so qualified, (ii) subject itself to taxation in any such jurisdiction in which it is not then so subject, or (iii) file a general consent to service of process in any such jurisdiction in which it has not previously filed such consent.

(e) Notification. Promptly notify each selling Holder and the managing underwriter or underwriters, if any, in writing of:

(i) the filing of the Registration Statement and any amendments or supplements thereto with the Commission;

(ii) the effectiveness of such Registration Statement or any post-effective amendment thereto;

(iii) the receipt of any comments or inquiries from the staff of the Commission with respect to such Registration Statement or any amendment or supplement thereto, and furnish copies of all correspondence between the Company and the Commission relating thereto;

(iv) the issuance by the Commission of any stop order suspending the effectiveness of such Registration Statement, the issuance of any order preventing or suspending the use of any prospectus, or the initiation or threatening of any proceedings for any such purpose; and

(v) the occurrence of any event or the existence of any condition that requires the making of any changes in the Registration Statement or the prospectus included therein so that, as of such date, such Registration Statement does not contain any untrue statement of a material fact and does not omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and the prospectus does not contain any untrue statement of a material fact and does not omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

(f) Underwriting Agreements. In the event of an underwritten offering, enter into and perform its obligations under an underwriting agreement, in customary form and substance, with the managing underwriter or underwriters of such offering. The managing underwriter or underwriters in any Demand Registration shall be selected by the Holders of a majority-in-interest of the Registrable Securities to be included in such Demand Registration, subject to the prior written consent of the Company, which consent shall not be unreasonably withheld, conditioned, or delayed. In any Piggyback Registration or Company-initiated registration, the Company shall have the right to select the managing underwriter or underwriters.

(g) Due Diligence; Comfort Letters; Opinions. Cooperate with the selling Holders and the managing underwriter or underwriters, if any, to facilitate the preparation of any due diligence materials reasonably requested in connection with the offering. The Company shall use commercially reasonable efforts to cause its independent registered public accounting firm (Whitmore, Linden & Pratt LLP, or any successor firm) to provide customary comfort letters to the selling Holders and the managing underwriter or underwriters, if any, covering such matters as are customarily covered in comfort letters in connection with underwritten public offerings. The Company shall also use commercially reasonable efforts to cause its counsel to deliver to the selling Holders and the managing underwriter or underwriters, if any, customary legal opinions covering such matters as are customarily covered in legal opinions delivered in connection with underwritten public offerings.

(h) Listing. Cause all Registrable Securities covered by such Registration Statement to be listed on Nasdaq (under the applicable ticker symbols, including "PHA" for shares of Class A Common Stock and "PHAW" for warrants) or on any other national securities exchange on which similar securities of the Company are then listed, and to comply with all requirements of Nasdaq (or such other exchange) necessary to maintain the listing of such Registrable Securities.

(i) Road Show. To the extent reasonably requested by the managing underwriter or underwriters in an underwritten offering, make available senior management of the Company, including the Chairman and Chief Executive Officer and the Chief Financial Officer, for participation in customary "road show" presentations and investor meetings to be held in connection with such offering.

(j) Delivery of Securities. Deliver to the Transfer Agent (Keymark Transfer Services LLC, or any successor transfer agent) irrevocable instructions to issue certificates or, if applicable, electronic book-entry delivery instructions, for Registrable Securities being sold in the offering, free of all restrictive legends, in such denominations and registered in such names as the selling Holders or the managing underwriter or underwriters, if any, may reasonably request at least two (2) business days prior to any sale of Registrable Securities in connection with any such registration. The Company shall cooperate with the selling Holders and the Transfer Agent to facilitate the timely preparation and delivery of certificates or book-entry interests representing the Registrable Securities to be sold, and to enable such securities to be in such denominations and registered in such names as the selling Holders or the managing underwriter or underwriters may request.

Section 3.2 — Holder Obligations

Each selling Holder shall, in connection with any registration of Registrable Securities pursuant to this Agreement:

(a) Information. Furnish to the Company in writing such information regarding such Holder, its Registrable Securities, and the intended method of disposition of such Registrable Securities as shall be reasonably required by the Company in order to effect or maintain the effectiveness of the registration of such Registrable Securities under the Securities Act and to ensure compliance with applicable state securities or "blue sky" laws. Each selling Holder agrees to promptly notify the Company in writing of any changes to such information that would render the information previously provided to the Company inaccurate or incomplete in any material respect.

(b) Compliance with Laws. Comply with all applicable provisions of the Securities Act, the Exchange Act, and the rules and regulations promulgated thereunder, and comply with all applicable state securities laws, in connection with any offer, sale, or other disposition of Registrable Securities pursuant to any Registration Statement filed under this Agreement. Each selling Holder shall not sell, transfer, or otherwise dispose of any Registrable Securities except in compliance with such laws and the terms and conditions of this Agreement.

(c) Cooperation. Cooperate with the Company and the managing underwriter or underwriters, if any, in connection with the preparation and filing of the Registration Statement and any amendments or supplements thereto, and in connection with any due diligence or other matters reasonably necessary to effect the registration and sale of the Registrable Securities.

Section 3.3 — Suspension of Sales

(a) Suspension Upon Blackout Notice. Upon receipt of written notice from the Company of the commencement of a Blackout Period pursuant to Section 2.1(e), each Holder shall immediately discontinue any disposition of Registrable Securities pursuant to the applicable Registration Statement until such Holder receives: (i) copies of a supplemented or amended prospectus or prospectus supplement that corrects the applicable deficiency; or (ii) written notice from the Company that the Blackout Period has ended and that dispositions may resume. If so directed by the Company, each Holder shall deliver to the Company all copies, other than permanent file copies, then in such Holder's possession of the prospectus covering such Registrable Securities at the time of receipt of such Blackout Period notice.

(b) Duration Limits. No single Blackout Period shall exceed sixty (60) calendar days, and the Company shall not impose Blackout Periods more than two (2) times during any twelve (12)-month period. The Company shall use commercially reasonable efforts to limit the duration of any Blackout Period to the minimum period reasonably necessary under the circumstances giving rise thereto.

(c) Tolling. The period of effectiveness required under Section 3.1(b) shall be extended by the aggregate number of days during which the effectiveness of the applicable Registration Statement is suspended pursuant to this Section 3.3 during such required period.

ARTICLE IV — REGISTRATION EXPENSES

Section 4.1 — Company Expenses

All fees, costs, and expenses incurred in connection with any Demand Registration, Piggyback Registration, or Shelf Registration (collectively, "Registration Expenses") shall be borne by the Company, regardless of whether any Registration Statement is filed or becomes effective. Such Registration Expenses shall include, without limitation:

(a) all registration and filing fees with the Commission, Nasdaq (or any other national securities exchange on which the Company's securities are listed), and the Financial Industry Regulatory Authority, Inc. ("FINRA");

(b) all printing expenses, including expenses of printing certificates for the Registrable Securities in a form eligible for deposit with The Depository Trust Company and of printing prospectuses, if the printing of prospectuses is requested by the managing underwriter or underwriters or by the selling Holders;

(c) all fees and disbursements of the Company's outside legal counsel (currently Calderwood & Harkness LLP, 425 Lexington Avenue, New York, NY 10017, or any successor firm serving as the Company's issuer's counsel) and the Company's independent registered public accounting firm (currently Whitmore, Linden & Pratt LLP, or any successor firm);

(d) all fees and expenses of the Transfer Agent and the warrant agent (Keymark Transfer Services LLC, or any successor agent);

(e) all fees and expenses incurred in connection with the qualification of the Registrable Securities under the securities or "blue sky" laws of the various states, including the fees and disbursements of counsel for the Company in connection with such qualifications;

(f) the reasonable fees and disbursements of one (1) legal counsel selected by the Holders of a majority-in-interest of the Registrable Securities included in such registration, to represent the interests of the selling Holders in connection with such registration (such counsel, the "Holders' Counsel"); and

(g) all other fees, costs, and expenses incident to the performance of or compliance with the Company's obligations under this Agreement, including fees and expenses of any other agents, consultants, or advisors engaged by the Company in connection with such registration.

Section 4.2 — Selling Expenses

Notwithstanding Section 4.1, each selling Holder shall bear and pay, and the Company shall not be responsible for:

(a) all underwriting discounts, selling commissions, and stock transfer taxes applicable to the Registrable Securities sold by such Holder in any offering pursuant to a Registration Statement filed hereunder; and

(b) all fees and disbursements of any legal counsel or other advisors retained individually by such Holder in connection with such offering (other than the Holders' Counsel referred to in Section 4.1(f) above, whose reasonable fees and disbursements shall be borne by the Company as provided therein).

ARTICLE V — INDEMNIFICATION AND CONTRIBUTION

Section 5.1 — Indemnification by the Company

The Company shall indemnify, defend, and hold harmless, to the fullest extent permitted by law, each selling Holder, its officers, directors, members, managers, partners, employees, agents, and representatives, and each person, if any, who controls such Holder within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each of the foregoing, an "Indemnified Holder Party"), and the respective legal counsel of such Indemnified Holder Parties, from and against any and all losses, claims, damages, liabilities, costs, and expenses (including, without limitation, reasonable attorneys' fees and expenses of investigation and litigation) (collectively, "Losses"), as incurred, arising out of or based upon:

(a) any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement, any prospectus included therein (whether in preliminary or final form), any amendment or supplement thereto, any issuer free writing prospectus (as defined in Rule 433 under the Securities Act), any document incorporated by reference therein, or any other document filed or required to be filed by the Company with the Commission pursuant to the Securities Act or the Exchange Act in connection with such registration;

(b) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus or any amendment or supplement thereto, in the light of the circumstances under which such statements were made) not misleading; or

(c) any violation or alleged violation by the Company of any federal, state, or common law rule or regulation, including the Securities Act, the Exchange Act, and any applicable state securities law, applicable to the Company and relating to any action or inaction by the Company in connection with any such registration, qualification, or compliance.

Notwithstanding the foregoing, the Company shall not be liable under this Section 5.1 to the extent that any such Loss arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in any Registration Statement, prospectus, amendment, or supplement thereto in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Holder expressly for use therein. The Company shall also indemnify any underwriter or underwriters of the Registrable Securities, their officers, directors, and each person who controls such underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, to the same extent as provided above with respect to the Indemnified Holder Parties.

Section 5.2 — Indemnification by Holders

Each selling Holder shall, severally and not jointly, indemnify, defend, and hold harmless, to the fullest extent permitted by law, the Company, its directors, officers, employees, agents, and representatives, and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all Losses arising out of or based upon:

(a) any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement, any prospectus included therein, any amendment or supplement thereto, or any document incorporated by reference therein; or

but, in each case, only to the extent that such untrue statement or alleged untrue statement or omission or alleged omission is based upon written information furnished to the Company by or on behalf of such Holder expressly for use in such Registration Statement, prospectus, amendment, or supplement. The liability of each selling Holder under this Section 5.2 shall in no event exceed the net proceeds (after deducting underwriting discounts and commissions) actually received by such Holder from the sale of Registrable Securities in the offering or registration giving rise to such claim.

Section 5.3 — Notification

(a) Prompt Notice. Any person entitled to indemnification hereunder (the "Indemnified Party") shall promptly notify the party from which indemnification is sought (the "Indemnifying Party") in writing upon becoming aware of any claim, action, suit, proceeding, or investigation for which indemnification may be sought under this Article V (a "Claim"); provided, however, that the failure of the Indemnified Party to provide such prompt notice shall not relieve the Indemnifying Party of its indemnification obligations hereunder except to the extent that the Indemnifying Party is actually and materially prejudiced by such failure.

(b) Defense of Claims. The Indemnifying Party shall have the right, upon written notice to the Indemnified Party delivered within thirty (30) calendar days after receipt of the notice of a Claim, to assume the defense of such Claim with counsel reasonably satisfactory to the Indemnified Party. If the Indemnifying Party assumes such defense, the Indemnified Party shall have the right to participate in the defense of such Claim with its own counsel, but the fees and expenses of such separate counsel shall be borne by the Indemnified Party, unless (i) the Indemnifying Party and the Indemnified Party shall have mutually agreed in writing to the retention of such separate counsel, or (ii) the named parties in any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential conflicts of interest between them. In such case, the Indemnifying Party shall bear the reasonable fees and expenses of one (1) separate counsel for all Indemnified Parties.

(c) Settlement. The Indemnifying Party shall not, without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned, or delayed), consent to entry of any judgment or enter into any settlement that (i) does not include as an unconditional term thereof the giving by the claimant or plaintiff to the Indemnified Party of a complete release from all liability with respect to such Claim, or (ii) imposes any restriction, obligation, or liability on the Indemnified Party.

Section 5.4 — Contribution

(a) Contribution Obligation. If the indemnification provided for in Sections 5.1 and 5.2 is unavailable to, or insufficient to hold harmless, an Indemnified Party in respect of any Losses referred to therein, then each applicable Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall contribute to the amount paid or payable by such Indemnified Party as a result of such Losses in such proportion as is appropriate to reflect (i) the relative benefits received by the Company, on the one hand, and the applicable selling Holders, on the other hand, from the offering of the Registrable Securities giving rise to such Losses, and (ii) the relative fault of the Company, on the one hand, and such selling Holders, on the other hand, in connection with the statements or omissions (or alleged statements or omissions) that resulted in such Losses, as well as any other relevant equitable considerations. The relative benefits received by the Company, on the one hand, and the selling Holders, on the other hand, shall be deemed to be in the same proportion as the total net proceeds from the offering (before deducting expenses) received by the Company bear to the total net proceeds from the offering (before deducting expenses) received by such selling Holders. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company or by the selling Holders and the parties' relative intent, knowledge, access to information, and opportunity to correct or prevent such statement or omission.

(b) Limitation on Holder Contribution. In no event shall any selling Holder's contribution obligation under this Section 5.4 exceed the net proceeds (after deducting underwriting discounts and commissions) actually received by such Holder from the sale of Registrable Securities in the offering giving rise to such Losses.

(c) Fraudulent Misrepresentation. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution under this Section 5.4 from any person who was not guilty of such fraudulent misrepresentation.

(d) Survival. The indemnification and contribution obligations of the parties under this Article V shall survive the sale of any Registrable Securities by any Holder and shall remain in full force and effect regardless of any investigation made by or on behalf of any Indemnified Party.

ARTICLE VI — COVENANTS AND OTHER AGREEMENTS

Section 6.1 — Rule 144 Reporting

(a) With a view to making available to the Holders the benefits of Rule 144 under the Securities Act (or any similar rule or regulation of the Commission that may at any time permit a Holder to sell securities of the Company to the public without registration under the Securities Act) and other rules and regulations of the Commission that may at any time permit the sale of Registrable Securities without registration, the Company covenants and agrees that, for so long as any Registrable Securities remain outstanding, it will:

(i) make and keep available adequate current public information with respect to the Company, as the term "adequate current public information" is understood and defined in Rule 144 under the Securities Act (or any successor rule thereto);

(ii) timely file with the Commission all reports and other documents required of the Company under the Securities Act and the Exchange Act and the rules and regulations adopted by the Commission thereunder (or, if the Company is not required to file such reports, will, upon the request of any Holder, make publicly available such information as is necessary to permit sales of Registrable Securities under Rule 144 under the Securities Act without registration); and

(iii) furnish to any Holder of Registrable Securities, upon written request, a written statement by the Company as to its compliance with the reporting requirements of Rule 144 under the Securities Act and of the Securities Act and the Exchange Act (at any time after it has become subject to the reporting requirements of the Exchange Act), a copy of the most recent annual or quarterly report of the Company, and such other reports and documents of the Company as any Holder may reasonably request in availing itself of any rule or regulation of the Commission allowing any Holder to sell any Registrable Securities without registration.

Section 6.2 — Lock-Up Acknowledgment

(a) Each Holder acknowledges and agrees that the Registrable Securities held by such Holder (or in which such Holder has a direct or indirect interest) are subject to the transfer restrictions and lock-up provisions set forth in (i) that certain Letter Agreement, dated as of January 19, 2022, by and among the Company, the Sponsor, and the other parties thereto (the "Insider Letter"), and (ii) the Company's Amended and Restated Certificate of Incorporation filed with the Secretary of State of the State of Delaware on January 24, 2022, and any amendments thereto.

(b) Each Holder acknowledges and agrees that the registration rights granted pursuant to this Agreement shall not be exercisable during any applicable Lock-Up Period with respect to the Registrable Securities that are subject to such Lock-Up Period. No demand for registration may be made, and no registration of Registrable Securities shall be effected, under Article II hereof during any applicable Lock-Up Period. Nothing in this Agreement shall be construed to supersede, modify, or waive any transfer restriction or lock-up provision contained in the Insider Letter or the Company's Amended and Restated Certificate of Incorporation.

Section 6.3 — No Inconsistent Agreements

(a) The Company shall not, on or after the date of this Agreement, enter into any agreement with respect to its securities that is inconsistent with the rights granted to the Holders under this Agreement, or that would grant to any person or entity registration rights that are senior to or inconsistent with those granted under this Agreement, without the prior written consent of the Holders holding a majority-in-interest of the then-outstanding Registrable Securities. The Company represents and warrants that, as of the date hereof, it has not previously entered into any agreement granting any registration rights with respect to its securities to any person or entity that are inconsistent with the rights granted hereunder.

(b) The Company shall not take any action, or permit any action to be taken, that would impair or adversely affect the rights of the Holders under this Agreement, including entering into any agreement, understanding, or arrangement that would limit or restrict the Company's ability to perform its obligations hereunder.

Section 6.4 — Trust Account Waiver

(a) Each Holder acknowledges that the Company has established the Trust Account at Atlantic Seaboard Trust Company, N.A. for the benefit of the Company's public stockholders in accordance with the Investment Management Trust Agreement dated January 19, 2022, and that the Company may disburse monies from the Trust Account only in the circumstances described in the Company's Amended and Restated Certificate of Incorporation and the Investment Management Trust Agreement.

(b) Each Holder hereby agrees that it has no right, title, interest, or claim of any kind in or to any monies held in the Trust Account (the "Trust Account Monies"), and shall not seek recourse against the Trust Account or the Trust Account Monies for any reason whatsoever, including, without limitation, for any claim arising under or in connection with this Agreement, whether based on contract, tort, equity, or any other theory of liability. Each Holder hereby irrevocably waives any and all rights, claims, and causes of action it may have now or in the future against the Trust Account, the Trustee (in its capacity as trustee of the Trust Account), or the Trust Account Monies.

(c) Notwithstanding the foregoing, nothing in this Section 6.4 shall serve to limit or prohibit any Holder's right to pursue a claim against the Company for legal relief against monies or other assets of the Company held outside the Trust Account, or to pursue claims against the Company for specific performance or other equitable relief in connection with the Company's obligations under this Agreement, in each case, to the extent such claims do not seek recourse against the Trust Account or the Trust Account Monies.

ARTICLE VII — MISCELLANEOUS

Section 7.1 — Notices

All

REGISTRATION RIGHTS AGREEMENT
dated as of
January 19, 2022
among
PELLEGRINO HOSPITALITY ACQUISITION CORP.
a Delaware corporation
PELLEGRINO CAPITAL GROUP LLC
a Delaware limited liability company
and
THE HOLDERS LISTED ON THE SIGNATURE PAGES HERETO
REGISTRATION RIGHTS AGREEMENT
This REGISTRATION RIGHTS AGREEMENT (this "Agreement") is entered into as of January 19, 2022, by and among Pellegrino Hospitality Acquisition Corp., a Delaware corporation (the "Company"), Pellegrino Capital Group LLC, a Delaware limited liability company (the "Sponsor"), and each of the holders listed on the signature pages hereto (each, a "Holder" and collectively, the "Holders").
RECITALS
WHEREAS, the Company intends to consummate an initial public offering (the "IPO") of units (the "Units"), each Unit consisting of one share of Class A common stock, par value $0.0001 per share, of the Company ("Class A Common Stock"), and one-half of one redeemable warrant (each whole warrant, a "Public Warrant"), each whole Public Warrant entitling the holder thereof to purchase one share of Class A Common Stock at an exercise price of $11.50 per share, subject to adjustment, pursuant to a Registration Statement on Form S-1 (File No. 333-260847) filed with the United States Securities and Exchange Commission (the "SEC");
WHEREAS, the Sponsor currently holds 3,750,000 shares of Class B common stock, par value $0.0001 per share, of the Company (the "Founder Shares"), which Founder Shares were purchased by the Sponsor for an aggregate purchase price of $25,000 on October 5, 2021, with up to 487,500 of such Founder Shares being subject to forfeiture in the event that the underwriters' over-allotment option is not exercised in full;
WHEREAS, simultaneously with the closing of the IPO, the Sponsor will purchase 5,500,000 warrants (the "Private Placement Warrants") at a purchase price of $1.00 per warrant (representing an aggregate purchase price of $5,500,000), pursuant to the terms of that certain Private Placement Warrants Purchase Agreement, dated as of January 19, 2022, between the Company and the Sponsor, with up to an additional 825,000 Private Placement Warrants purchasable by the Sponsor in connection with the exercise by the underwriters of the over-allotment option;
WHEREAS, the Founder Shares are convertible into shares of Class A Common Stock on a one-for-one basis, subject to adjustment as provided in the Company's Amended and Restated Certificate of Incorporation, and the Private Placement Warrants are exercisable for shares of Class A Common Stock on the terms and conditions set forth in the Warrant Agreement governing such warrants;
WHEREAS, the Company desires to grant certain registration rights to the Sponsor and the other Holders with respect to certain securities of the Company, as more fully described herein, in order to facilitate the orderly distribution of such securities in compliance with applicable federal and state securities laws; and
WHEREAS, in order to induce the Sponsor to purchase the Private Placement Warrants and to facilitate the consummation of the IPO, the Company has agreed to provide the registration rights set forth in this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties 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:
"Board" means the Board of Directors of the Company.
"Blackout Period" has the meaning given to such term in Section 2.1(e) of this Agreement.
"Business Combination" means the Company's initial business combination, as such term is described in the Company's Amended and Restated Certificate of Incorporation, as filed with the Secretary of State of the State of Delaware on January 24, 2022, including any merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses or entities.
"Business Combination Deadline" means the date that is eighteen (18) months from the closing of the IPO (i.e., August 4, 2023), as such date may be extended to the date that is twenty-four (24) months from the closing of the IPO (i.e., February 4, 2024) upon the deposit of the applicable extension payments into the Trust Account by the Sponsor or its designees, as provided in the Company's Amended and Restated Certificate of Incorporation.
"Class A Common Stock" means the shares of Class A common stock, par value $0.0001 per share, of the Company.
"Class B Common Stock" means the shares of Class B common stock, par value $0.0001 per share, of the Company, including the Founder Shares.
"Commission" or "SEC" means the United States Securities and Exchange Commission, or any successor agency thereto.
"Company" means Pellegrino Hospitality Acquisition Corp., a Delaware corporation, and any successor entity thereto.
"Demand Registration" has the meaning given to such term in Section 2.1(a) of this Agreement.
"Effective Date" means the date on which this Agreement becomes effective, being the date of the closing of the IPO, which is January 24, 2022.
"Exchange Act" means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder, as the same may be amended from time to time.
"Form S-1" means a registration statement on Form S-1 under the Securities Act, or any successor registration form under the Securities Act subsequently adopted by the Commission that permits inclusion of substantially the same information as currently permitted to be included in a registration statement on Form S-1.
"Form S-3" means a registration statement on Form S-3 under the Securities Act, or any successor registration form under the Securities Act subsequently adopted by the Commission that permits inclusion of substantially the same information as currently permitted to be included in a registration statement on Form S-3, including the ability to incorporate by reference information contained in other filings made with the Commission.
"Founder Shares" means the 3,750,000 shares of Class B Common Stock held by the Sponsor (subject to increase to up to 4,237,500 shares of Class B Common Stock upon the full exercise by the underwriters of the over-allotment option and the corresponding release from forfeiture of the applicable Founder Shares), together with any shares of Class A Common Stock issuable upon the conversion thereof.
"Holders" means the Sponsor and each of the other persons who are party to this Agreement, and their respective successors and permitted transferees who become parties to this Agreement in accordance with Section 7.2 hereof.
"IPO" means the Company's initial public offering of Units, consummated pursuant to the Registration Statement on Form S-1 (File No. 333-260847), as declared effective by the Commission on January 14, 2022.
"Lock-Up Period" means (a) with respect to the Founder Shares (and any shares of Class A Common Stock issuable upon conversion thereof), the period ending on the earlier of (i) one (1) year after the date of the completion of a Business Combination and (ii) the date on which the closing price of the Class A Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations, and the like) for any twenty (20) trading days within any thirty (30) consecutive trading day period commencing at least one hundred fifty (150) days after the date of completion of a Business Combination; and (b) with respect to the Private Placement Warrants and any shares of Class A Common Stock issuable upon exercise thereof, the period ending thirty (30) days after the date of the completion of a Business Combination.
"Maximum Number of Securities" has the meaning given to such term in Section 2.4(a) of this Agreement.
"Nasdaq" means The Nasdaq Stock Market LLC, on which the Company's Units are listed and traded under the ticker symbol "PHAU," the Company's Class A Common Stock is listed and traded under the ticker symbol "PHA," and the Company's Public Warrants are listed and traded under the ticker symbol "PHAW."
"Piggyback Registration" has the meaning given to such term in Section 2.3(a) of this Agreement.
"Private Placement Warrants" means the 5,500,000 warrants purchased by the Sponsor simultaneously with the closing of the IPO, together with up to 825,000 additional warrants that may be purchased by the Sponsor in connection with the exercise by the underwriters of the over-allotment option pursuant to the Private Placement Warrants Purchase Agreement, and any shares of Class A Common Stock issuable upon the exercise of such warrants.
"Registrable Securities" means (a) the Founder Shares (including any shares of Class A Common Stock issuable upon conversion thereof), (b) the Private Placement Warrants (including any shares of Class A Common Stock issuable upon exercise thereof), and (c) any equity securities of the Company issuable directly or indirectly upon conversion, exercise, or exchange of any of the foregoing securities, in each case, that have not been (i) sold pursuant to an effective Registration Statement under the Securities Act or pursuant to Rule 144 under the Securities Act (or any successor rule thereto), (ii) transferred in a transaction in which the transferor's registration rights under this Agreement are not assigned and where subsequent public distribution of such securities would not require registration under the Securities Act, or (iii) otherwise ceased to be outstanding.
"Registration Statement" means any registration statement of the Company filed with or to be filed with the Commission under the rules and regulations promulgated under the Securities Act, including the related prospectus, any amendments and supplements to such registration statement and prospectus, and all exhibits and other materials referenced therein.
"Securities Act" means the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder, as the same may be amended from time to time.
"Sponsor" means Pellegrino Capital Group LLC, a Delaware limited liability company, with its principal office at 1440 Gulf Shore Boulevard North, Suite 600, Naples, FL 34102, or any successor entity thereto.
"Transfer Agent" means Keymark Transfer Services LLC, with offices at 525 Washington Boulevard, Suite 1400, Jersey City, NJ 07310, or any successor transfer agent appointed by the Company from time to time.
"Trust Account" means the trust account established and maintained by Atlantic Seaboard Trust Company, N.A. (with offices at 100 Federal Street, Suite 2200, Boston, MA 02110), as trustee, in accordance with the terms and conditions of that certain Investment Management Trust Agreement, dated as of January 19, 2022, by and between the Company and the Trustee, for the benefit of the Company's public stockholders.
"Trustee" means Atlantic Seaboard Trust Company, N.A., in its capacity as trustee of the Trust Account, or any successor trustee appointed pursuant to the Investment Management Trust Agreement.
"Underwriting Agreement" means that certain Underwriting Agreement, dated as of January 19, 2022, by and among the Company, the Sponsor, and Meridian Tidewater Securities LLC, as representative of the several underwriters named therein, in connection with the IPO.
Section 1.2 — Interpretation
In this Agreement, unless the context otherwise requires:
(a) the headings contained in this Agreement are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement;
(b) the words "include," "includes," and "including" when used herein shall be deemed to be followed by the phrase "without limitation," and shall not be construed to limit any general statement that they follow to the specific or similar items or matters immediately following them;
(c) references to "Sections" and "Articles" refer to Sections and Articles of this Agreement unless otherwise specified;
(d) the use of the singular form of any word shall include the plural, and vice versa, as the context may require;
(e) the word "or" shall not be exclusive;
(f) the words "herein," "hereof," "hereby," "hereunder," and words of similar import refer to this Agreement as a whole and not to any particular provision of this Agreement;
(g) any reference to any federal, state, local, or foreign law, statute, or regulation shall be deemed also to refer to all rules and regulations promulgated thereunder, unless the context otherwise requires;
(h) references to any agreement or contract shall be to such agreement or contract as amended, modified, supplemented, or restated from time to time in accordance with its terms; and
(i) any reference to "days" shall refer to calendar days, unless "business days" is expressly specified.
ARTICLE II — REGISTRATION RIGHTS
Section 2.1 — Demand Registration
(a) Demand Right. At any time and from time to time after the expiration of the applicable Lock-Up Period with respect to the applicable Registrable Securities, the Holders of a majority-in-interest of the then-outstanding Registrable Securities held by all Holders may make a written demand upon the Company for registration under the Securities Act of all or any part of such Holders' Registrable Securities (a "Demand Registration"). Any such written demand shall specify the number and type of Registrable Securities proposed to be sold and the intended method or methods of distribution thereof. The Company shall, promptly upon receipt of any such demand (and in any event within five (5) business days), give written notice of such demand to all other Holders of Registrable Securities, and each such other Holder shall have the right, exercisable by delivery of written notice to the Company within ten (10) business days after receipt of such notice from the Company, to request that all or any portion of such Holder's Registrable Securities be included in such Demand Registration.
(b) Filing Obligation. Upon receipt of a demand notice pursuant to Section 2.1(a), the Company shall be obligated to file a Registration Statement on the appropriate form with the Commission within twenty (20) business days of receiving such demand notice and shall use its commercially reasonable efforts to cause such Registration Statement to be declared effective by the Commission as soon as reasonably practicable after such filing. The Company shall use its commercially reasonable efforts to keep such Registration Statement continuously effective for the period necessary to complete the distribution of the Registrable Securities covered thereby, but in no event for a period shorter than one hundred eighty (180) days (or such shorter period as shall be necessary for all Registrable Securities covered thereby to be sold pursuant to such Registration Statement).
(c) Limitation on Number of Demands. The Company shall not be obligated to effect more than three (3) Demand Registrations in the aggregate under this Section 2.1. For purposes of clarity, once a Demand Registration has been effected (as determined in accordance with Section 2.1(d) below), it shall be counted against the three (3) Demand Registrations permitted hereunder, regardless of how many Holders participated in such registration.
(d) When a Demand Registration Is Not Deemed Effected. A Demand Registration shall not be deemed to have been effected (and therefore shall not count as one of the three permitted Demand Registrations) if any of the following circumstances has occurred: (i) the Registration Statement relating thereto has not become effective with the Commission; (ii) after becoming effective, such Registration Statement is subject to any stop order, injunction, or similar order or requirement of the Commission for any period in excess of thirty (30) consecutive calendar days that prevents or restricts sales of the Registrable Securities covered thereby; or (iii) the conditions to closing specified in any underwriting agreement entered into in connection with such Demand Registration are not satisfied or waived, other than by reason of a failure on the part of the Holders that requested such Demand Registration.
(e) Postponement; Blackout Period. Notwithstanding anything to the contrary set forth in this Section 2.1, the Company shall be entitled to postpone the filing of a Registration Statement otherwise required to be filed pursuant to this Section 2.1, or to suspend the use and effectiveness of any Registration Statement filed hereunder, for a period not to exceed sixty (60) calendar days (a "Blackout Period"), if the Board determines in good faith by resolution that (i) such filing or the offering of Registrable Securities contemplated thereby would require the disclosure of material nonpublic information that, if disclosed at such time, would be materially detrimental to the Company and its stockholders, or (ii) the filing or use of such Registration Statement would materially interfere with a bona fide business transaction or negotiation being conducted by the Company. The Company shall not invoke the right to impose a Blackout Period more than two (2) times in any twelve (12)-month period. The Company shall provide prompt written notice to the requesting Holders of the commencement and termination of any such Blackout Period (without disclosing the substance of the material nonpublic information giving rise to the Blackout Period). Following the termination of a Blackout Period, the Company shall promptly resume its obligations under this Section 2.1 with respect to the applicable Registration Statement.
Section 2.2 — Shelf Registration
(a) Shelf Registration Statement. At any time the Company is eligible to use Form S-3 (or any successor form thereto), any demand made by the Holders pursuant to Section 2.1 may request a shelf registration statement on Form S-3 (a "Shelf Registration Statement") that provides for the resale of the Registrable Securities from time to time on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (or any successor rule thereto).
(b) Effectiveness. If a Shelf Registration Statement is requested pursuant to Section 2.2(a), the Company shall use its commercially reasonable efforts to file such Shelf Registration Statement with the Commission within the timeframe specified in Section 2.1(b) and to cause such Shelf Registration Statement to become effective as promptly as reasonably practicable after such filing.
(c) Continuous Effectiveness. The Company shall use its commercially reasonable efforts to keep any Shelf Registration Statement filed pursuant to this Section 2.2 continuously effective under the Securities Act until the earlier of (i) such time as all Registrable Securities covered by such Shelf Registration Statement have been sold pursuant thereto or pursuant to Rule 144 under the Securities Act, (ii) such time as all Registrable Securities covered by such Shelf Registration Statement cease to be Registrable Securities, and (iii) the date that is three (3) years from the effective date of such Shelf Registration Statement (subject to the Company's obligation to file a successor Shelf Registration Statement upon the request of the Holders if Registrable Securities remain outstanding at such time).
(d) Counting Toward Demand Registrations. Any Shelf Registration Statement filed in response to a written demand made pursuant to Section 2.1 shall count as one of the three (3) permitted Demand Registrations under Section 2.1(c). Any Shelf Registration Statement that is not filed in response to a written demand under Section 2.1 (including, for the avoidance of doubt, any Shelf Registration Statement filed voluntarily by the Company) shall not count against the three permitted Demand Registrations.
Section 2.3 — Piggyback Registration
(a) Right to Piggyback. If, at any time after the Effective Date, the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of equity securities of the Company, whether for the Company's own account or for the account of any stockholder of the Company (other than (i) a registration statement on Form S-4, Form S-8, or any successor form thereto, (ii) a registration statement relating solely to an offering and sale of securities to employees, directors, or consultants of the Company or its subsidiaries pursuant to any employee stock plan or other employee benefit arrangement, or (iii) a registration statement filed in connection with an exchange offer or an offering of securities solely to the Company's existing security holders), the Company shall give written notice of such proposed filing to all Holders of Registrable Securities as soon as practicable, but in no event less than ten (10) business days before the anticipated filing date of such Registration Statement. Such notice shall specify, to the extent known, the number and class of securities proposed to be registered, the proposed date of filing, the proposed means of distribution, and the name of each proposed managing underwriter, if any.
(b) Inclusion Request. Upon receipt of such notice from the Company, each Holder of Registrable Securities who wishes to include all or any portion of its Registrable Securities in such Registration Statement (a "Piggyback Registration") shall so notify the Company in writing within five (5) business days after receipt of such notice (or such shorter period as may be specified in such notice as being required by the anticipated filing date). The Company shall use commercially reasonable efforts to cause all Registrable Securities that any such Holder has requested to be included in such Registration Statement to be included therein on the same terms and conditions as the securities otherwise being sold in such offering; provided, however, that if, at any time after giving written notice of its intention to register equity securities and prior to the effective date of the Registration Statement filed in connection therewith, the Company shall determine for any reason not to register such equity securities, the Company shall give written notice of such determination to each Holder and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such abandoned registration.
(c) Not Counted as Demand Registration. Piggyback Registration rights granted under this Section 2.3 shall not be deemed to be Demand Registrations and shall not reduce the number of Demand Registrations available to the Holders under Section 2.1.
Section 2.4 — Reduction of Offering; Priority; Cutbacks
(a) Underwriter Cutback. If the managing underwriter or underwriters of a proposed offering advise the Company and the Holders that the total number of Registrable Securities and other securities proposed to be included in such registration exceeds the number that can be sold in such offering without materially and adversely affecting the price, timing, or distribution of the offering and the securities offered (such maximum number of securities, the "Maximum Number of Securities"), then the Company shall include in such registration the Maximum Number of Securities, determined in accordance with the following priority provisions:
(i) Company-Initiated Registration. In the event of a registration initiated by the Company for its own account (including a Piggyback Registration in which the Company is the initiating party), the priority shall be as follows:
(A) first, the securities that the Company proposes to sell for its own account;
(B) second, the Registrable Securities of the Holders who have requested inclusion in such registration, allocated pro rata among such Holders based on the relative number of Registrable Securities then held by each such Holder (or in such other proportion as shall be mutually agreed upon by all such Holders); and
(C) third, any other securities of the Company requested to be included in such registration by any other person, allocated among such persons in accordance with the priorities established by the Company.
(ii) Demand Registration. In the event of a Demand Registration pursuant to Section 2.1, the priority shall be as follows:
(A) first, the Registrable Securities of the Holders who have requested inclusion in the Demand Registration, allocated pro rata among such Holders based on the relative number of Registrable Securities then held by each such requesting Holder (or in such other proportion as shall be mutually agreed upon by all such requesting Holders);
(B) second, any securities that the Company proposes to sell for its own account; and
(C) third, any other securities of the Company requested to be included in such registration by any other person.
(iii) Other Stockholder-Initiated Registration. In the event of a registration initiated by any stockholder of the Company other than the Holders pursuant to separate contractual registration rights (a "Stockholder-Initiated Registration"), the priority shall be as follows:
(A) first, the securities of the stockholder or stockholders who initiated such registration;
(B) second, the Registrable Securities of the Holders who have requested inclusion in such registration pursuant to Section 2.3 (Piggyback Registration), allocated pro rata among such Holders based on the relative number of Registrable Securities then held by each such Holder (or in such other proportion as shall be mutually agreed upon by all such Holders); and
(C) third, any other securities of the Company requested to be included in such registration by any other person.
(b) No Obligation to Include. If any Holder's Registrable Securities are excluded in whole or in part from a registration pursuant to this Section 2.4, such Holder shall have no claim against the Company, the managing underwriter or underwriters, or any other Holder in connection with such exclusion, and such exclusion shall not affect such Holder's rights to include Registrable Securities in any future registration under this Agreement.
Section 2.5 — Withdrawal
(a) Withdrawal from Piggyback Registration. Any Holder of Registrable Securities who has included Registrable Securities in a Piggyback Registration pursuant to Section 2.3 may withdraw all or any portion of such Holder's Registrable Securities from such Piggyback Registration at any time prior to the effectiveness of the applicable Registration Statement by delivering written notice of such withdrawal to the Company. Such withdrawal shall not affect such Holder's rights with respect to any future Piggyback Registration or Demand Registration.
(b) Withdrawal of Demand Registration. In the case of a Demand Registration, the Holders of a majority-in-interest of the Registrable Securities initially requested to be included in such Demand Registration may elect to withdraw such demand by delivering written notice of such withdrawal to the Company at any time prior to the effectiveness of the applicable Registration Statement. If such demand is withdrawn, such withdrawn Demand Registration shall count as one of the three (3) permitted Demand Registrations under Section 2.1(c), unless the withdrawing Holders reimburse the Company for all out-of-pocket registration expenses theretofore incurred by the Company in connection with such withdrawn Demand Registration (in which case such withdrawn demand shall not count as one of the three permitted Demand Registrations). For the avoidance of doubt, if the withdrawing Holders elect to reimburse the Company for such expenses, the Holders shall retain the right to request additional Demand Registrations up to the three (3) Demand Registration limit set forth in Section 2.1(c), and the withdrawn demand shall be treated as if it had not been made.
Section 2.6 — Registrations on Form S-1 and Form S-3
(a) Selection of Form. Demand Registrations pursuant to Section 2.1 may be effected on Form S-1 or, when the Company has become eligible to use Form S-3, on Form S-3, at the election of the Holders of a majority-in-interest of the Registrable Securities to be included in such Demand Registration.
(b) Election of Form S-3. If the Company becomes eligible for the use of Form S-3, the Holders of a majority-in-interest of the then-outstanding Registrable Securities may request that any Demand Registration be effected on Form S-3 in lieu of Form S-1. The Company shall use commercially reasonable efforts to maintain its eligibility to use Form S-3 at all times after becoming eligible therefor.
(c) Automatic Conversion. If a Registration Statement has been filed on Form S-1 and the Company subsequently becomes eligible to use Form S-3, the Company shall, at the written request of the Holders of a majority-in-interest of the Registrable Securities covered by such Registration Statement, use commercially reasonable efforts to convert such Registration Statement to one on Form S-3 or to file a new registration statement on Form S-3 covering the same Registrable Securities.
ARTICLE III — REGISTRATION PROCEDURES
Section 3.1 — Company Obligations
In connection with any registration of Registrable Securities pursuant to this Agreement, the Company shall use its commercially reasonable efforts to effect and facilitate such registration and the sale and distribution of the Registrable Securities covered thereby, and in furtherance thereof shall:
(a) Preparation and Filing. Prepare and file with the Commission a Registration Statement on the appropriate form under the Securities Act (as determined in accordance with Article II) covering the Registrable Securities to be registered, which Registration Statement shall include all required financial statements (audited in accordance with generally accepted accounting principles by Whitmore, Linden & Pratt LLP, the Company's independent registered public accounting firm, or any successor independent registered public accounting firm of the Company), all required exhibits, and all other documents and information required under applicable rules and regulations of the Commission, and make all necessary filings under applicable state securities or "blue sky" laws. The Company shall furnish to the Holders and the managing underwriter or underwriters, if any, prior to filing, copies of the Registration Statement and each amendment thereto and shall use commercially reasonable efforts to reflect in each such document, when so filed with the Commission, any comments that the Holders or the managing underwriter(s) may reasonably and timely propose.
(b) Effectiveness and Duration. Use its commercially reasonable efforts to cause such Registration Statement to become effective as promptly as reasonably practicable after the filing thereof and to keep such Registration Statement continuously effective for the period necessary to complete the distribution of all Registrable Securities covered thereby, but in no event for a period of less than one hundred eighty (180) days from the effective date of such Registration Statement (or such shorter period in which all Registrable Securities included therein have been sold pursuant thereto). The Company shall promptly prepare and file with the Commission such amendments and post-effective amendments to the Registration Statement as may be necessary to keep such Registration Statement continuously effective during the required period and to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered thereby.
(c) Copies of Documents. Furnish to each selling Holder and the managing underwriter or underwriters, if any, without charge, such number of copies of the Registration Statement, each amendment thereto, the prospectus included in such Registration Statement (including each preliminary prospectus), any prospectus supplement, any documents incorporated by reference therein, and such other documents as any selling Holder or underwriter may reasonably request, in order to facilitate the disposition of the Registrable Securities covered by such Registration Statement. The Company consents to the use of each such prospectus and any amendment or supplement thereto by each selling Holder and the underwriters, if any, in connection with the offering and sale of the Registrable Securities covered by the applicable Registration Statement.
(d) Blue Sky Compliance. Use its commercially reasonable efforts to register or qualify the Registrable Securities covered by such Registration Statement under the securities or "blue sky" laws of such jurisdictions within the United States as any selling Holder or the managing underwriter or underwriters, if any, shall reasonably request, and to keep such registrations or qualifications in effect for so long as such Registration Statement remains in effect; provided, however, that the Company shall not be required to (i) qualify generally to do business in any jurisdiction in which it is not then so qualified, (ii) subject itself to taxation in any such jurisdiction in which it is not then so subject, or (iii) file a general consent to service of process in any such jurisdiction in which it has not previously filed such consent.
(e) Notification. Promptly notify each selling Holder and the managing underwriter or underwriters, if any, in writing of:
(i) the filing of the Registration Statement and any amendments or supplements thereto with the Commission;
(ii) the effectiveness of such Registration Statement or any post-effective amendment thereto;
(iii) the receipt of any comments or inquiries from the staff of the Commission with respect to such Registration Statement or any amendment or supplement thereto, and furnish copies of all correspondence between the Company and the Commission relating thereto;
(iv) the issuance by the Commission of any stop order suspending the effectiveness of such Registration Statement, the issuance of any order preventing or suspending the use of any prospectus, or the initiation or threatening of any proceedings for any such purpose; and
(v) the occurrence of any event or the existence of any condition that requires the making of any changes in the Registration Statement or the prospectus included therein so that, as of such date, such Registration Statement does not contain any untrue statement of a material fact and does not omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and the prospectus does not contain any untrue statement of a material fact and does not omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.
(f) Underwriting Agreements. In the event of an underwritten offering, enter into and perform its obligations under an underwriting agreement, in customary form and substance, with the managing underwriter or underwriters of such offering. The managing underwriter or underwriters in any Demand Registration shall be selected by the Holders of a majority-in-interest of the Registrable Securities to be included in such Demand Registration, subject to the prior written consent of the Company, which consent shall not be unreasonably withheld, conditioned, or delayed. In any Piggyback Registration or Company-initiated registration, the Company shall have the right to select the managing underwriter or underwriters.
(g) Due Diligence; Comfort Letters; Opinions. Cooperate with the selling Holders and the managing underwriter or underwriters, if any, to facilitate the preparation of any due diligence materials reasonably requested in connection with the offering. The Company shall use commercially reasonable efforts to cause its independent registered public accounting firm (Whitmore, Linden & Pratt LLP, or any successor firm) to provide customary comfort letters to the selling Holders and the managing underwriter or underwriters, if any, covering such matters as are customarily covered in comfort letters in connection with underwritten public offerings. The Company shall also use commercially reasonable efforts to cause its counsel to deliver to the selling Holders and the managing underwriter or underwriters, if any, customary legal opinions covering such matters as are customarily covered in legal opinions delivered in connection with underwritten public offerings.
(h) Listing. Cause all Registrable Securities covered by such Registration Statement to be listed on Nasdaq (under the applicable ticker symbols, including "PHA" for shares of Class A Common Stock and "PHAW" for warrants) or on any other national securities exchange on which similar securities of the Company are then listed, and to comply with all requirements of Nasdaq (or such other exchange) necessary to maintain the listing of such Registrable Securities.
(i) Road Show. To the extent reasonably requested by the managing underwriter or underwriters in an underwritten offering, make available senior management of the Company, including the Chairman and Chief Executive Officer and the Chief Financial Officer, for participation in customary "road show" presentations and investor meetings to be held in connection with such offering.
(j) Delivery of Securities. Deliver to the Transfer Agent (Keymark Transfer Services LLC, or any successor transfer agent) irrevocable instructions to issue certificates or, if applicable, electronic book-entry delivery instructions, for Registrable Securities being sold in the offering, free of all restrictive legends, in such denominations and registered in such names as the selling Holders or the managing underwriter or underwriters, if any, may reasonably request at least two (2) business days prior to any sale of Registrable Securities in connection with any such registration. The Company shall cooperate with the selling Holders and the Transfer Agent to facilitate the timely preparation and delivery of certificates or book-entry interests representing the Registrable Securities to be sold, and to enable such securities to be in such denominations and registered in such names as the selling Holders or the managing underwriter or underwriters may request.
Section 3.2 — Holder Obligations
Each selling Holder shall, in connection with any registration of Registrable Securities pursuant to this Agreement:
(a) Information. Furnish to the Company in writing such information regarding such Holder, its Registrable Securities, and the intended method of disposition of such Registrable Securities as shall be reasonably required by the Company in order to effect or maintain the effectiveness of the registration of such Registrable Securities under the Securities Act and to ensure compliance with applicable state securities or "blue sky" laws. Each selling Holder agrees to promptly notify the Company in writing of any changes to such information that would render the information previously provided to the Company inaccurate or incomplete in any material respect.
(b) Compliance with Laws. Comply with all applicable provisions of the Securities Act, the Exchange Act, and the rules and regulations promulgated thereunder, and comply with all applicable state securities laws, in connection with any offer, sale, or other disposition of Registrable Securities pursuant to any Registration Statement filed under this Agreement. Each selling Holder shall not sell, transfer, or otherwise dispose of any Registrable Securities except in compliance with such laws and the terms and conditions of this Agreement.
(c) Cooperation. Cooperate with the Company and the managing underwriter or underwriters, if any, in connection with the preparation and filing of the Registration Statement and any amendments or supplements thereto, and in connection with any due diligence or other matters reasonably necessary to effect the registration and sale of the Registrable Securities.
Section 3.3 — Suspension of Sales
(a) Suspension Upon Blackout Notice. Upon receipt of written notice from the Company of the commencement of a Blackout Period pursuant to Section 2.1(e), each Holder shall immediately discontinue any disposition of Registrable Securities pursuant to the applicable Registration Statement until such Holder receives: (i) copies of a supplemented or amended prospectus or prospectus supplement that corrects the applicable deficiency; or (ii) written notice from the Company that the Blackout Period has ended and that dispositions may resume. If so directed by the Company, each Holder shall deliver to the Company all copies, other than permanent file copies, then in such Holder's possession of the prospectus covering such Registrable Securities at the time of receipt of such Blackout Period notice.
(b) Duration Limits. No single Blackout Period shall exceed sixty (60) calendar days, and the Company shall not impose Blackout Periods more than two (2) times during any twelve (12)-month period. The Company shall use commercially reasonable efforts to limit the duration of any Blackout Period to the minimum period reasonably necessary under the circumstances giving rise thereto.
(c) Tolling. The period of effectiveness required under Section 3.1(b) shall be extended by the aggregate number of days during which the effectiveness of the applicable Registration Statement is suspended pursuant to this Section 3.3 during such required period.
ARTICLE IV — REGISTRATION EXPENSES
Section 4.1 — Company Expenses
All fees, costs, and expenses incurred in connection with any Demand Registration, Piggyback Registration, or Shelf Registration (collectively, "Registration Expenses") shall be borne by the Company, regardless of whether any Registration Statement is filed or becomes effective. Such Registration Expenses shall include, without limitation:
(a) all registration and filing fees with the Commission, Nasdaq (or any other national securities exchange on which the Company's securities are listed), and the Financial Industry Regulatory Authority, Inc. ("FINRA");
(b) all printing expenses, including expenses of printing certificates for the Registrable Securities in a form eligible for deposit with The Depository Trust Company and of printing prospectuses, if the printing of prospectuses is requested by the managing underwriter or underwriters or by the selling Holders;
(c) all fees and disbursements of the Company's outside legal counsel (currently Calderwood & Harkness LLP, 425 Lexington Avenue, New York, NY 10017, or any successor firm serving as the Company's issuer's counsel) and the Company's independent registered public accounting firm (currently Whitmore, Linden & Pratt LLP, or any successor firm);
(d) all fees and expenses of the Transfer Agent and the warrant agent (Keymark Transfer Services LLC, or any successor agent);
(e) all fees and expenses incurred in connection with the qualification of the Registrable Securities under the securities or "blue sky" laws of the various states, including the fees and disbursements of counsel for the Company in connection with such qualifications;
(f) the reasonable fees and disbursements of one (1) legal counsel selected by the Holders of a majority-in-interest of the Registrable Securities included in such registration, to represent the interests of the selling Holders in connection with such registration (such counsel, the "Holders' Counsel"); and
(g) all other fees, costs, and expenses incident to the performance of or compliance with the Company's obligations under this Agreement, including fees and expenses of any other agents, consultants, or advisors engaged by the Company in connection with such registration.
Section 4.2 — Selling Expenses
Notwithstanding Section 4.1, each selling Holder shall bear and pay, and the Company shall not be responsible for:
(a) all underwriting discounts, selling commissions, and stock transfer taxes applicable to the Registrable Securities sold by such Holder in any offering pursuant to a Registration Statement filed hereunder; and
(b) all fees and disbursements of any legal counsel or other advisors retained individually by such Holder in connection with such offering (other than the Holders' Counsel referred to in Section 4.1(f) above, whose reasonable fees and disbursements shall be borne by the Company as provided therein).
ARTICLE V — INDEMNIFICATION AND CONTRIBUTION
Section 5.1 — Indemnification by the Company
The Company shall indemnify, defend, and hold harmless, to the fullest extent permitted by law, each selling Holder, its officers, directors, members, managers, partners, employees, agents, and representatives, and each person, if any, who controls such Holder within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each of the foregoing, an "Indemnified Holder Party"), and the respective legal counsel of such Indemnified Holder Parties, from and against any and all losses, claims, damages, liabilities, costs, and expenses (including, without limitation, reasonable attorneys' fees and expenses of investigation and litigation) (collectively, "Losses"), as incurred, arising out of or based upon:
(a) any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement, any prospectus included therein (whether in preliminary or final form), any amendment or supplement thereto, any issuer free writing prospectus (as defined in Rule 433 under the Securities Act), any document incorporated by reference therein, or any other document filed or required to be filed by the Company with the Commission pursuant to the Securities Act or the Exchange Act in connection with such registration;
(b) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus or any amendment or supplement thereto, in the light of the circumstances under which such statements were made) not misleading; or
(c) any violation or alleged violation by the Company of any federal, state, or common law rule or regulation, including the Securities Act, the Exchange Act, and any applicable state securities law, applicable to the Company and relating to any action or inaction by the Company in connection with any such registration, qualification, or compliance.
Notwithstanding the foregoing, the Company shall not be liable under this Section 5.1 to the extent that any such Loss arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in any Registration Statement, prospectus, amendment, or supplement thereto in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Holder expressly for use therein. The Company shall also indemnify any underwriter or underwriters of the Registrable Securities, their officers, directors, and each person who controls such underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, to the same extent as provided above with respect to the Indemnified Holder Parties.
Section 5.2 — Indemnification by Holders
Each selling Holder shall, severally and not jointly, indemnify, defend, and hold harmless, to the fullest extent permitted by law, the Company, its directors, officers, employees, agents, and representatives, and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all Losses arising out of or based upon:
(a) any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement, any prospectus included therein, any amendment or supplement thereto, or any document incorporated by reference therein; or
(b) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus or any amendment or supplement thereto, in the light of the circumstances under which such statements were made) not misleading;
but, in each case, only to the extent that such untrue statement or alleged untrue statement or omission or alleged omission is based upon written information furnished to the Company by or on behalf of such Holder expressly for use in such Registration Statement, prospectus, amendment, or supplement. The liability of each selling Holder under this Section 5.2 shall in no event exceed the net proceeds (after deducting underwriting discounts and commissions) actually received by such Holder from the sale of Registrable Securities in the offering or registration giving rise to such claim.
Section 5.3 — Notification
(a) Prompt Notice. Any person entitled to indemnification hereunder (the "Indemnified Party") shall promptly notify the party from which indemnification is sought (the "Indemnifying Party") in writing upon becoming aware of any claim, action, suit, proceeding, or investigation for which indemnification may be sought under this Article V (a "Claim"); provided, however, that the failure of the Indemnified Party to provide such prompt notice shall not relieve the Indemnifying Party of its indemnification obligations hereunder except to the extent that the Indemnifying Party is actually and materially prejudiced by such failure.
(b) Defense of Claims. The Indemnifying Party shall have the right, upon written notice to the Indemnified Party delivered within thirty (30) calendar days after receipt of the notice of a Claim, to assume the defense of such Claim with counsel reasonably satisfactory to the Indemnified Party. If the Indemnifying Party assumes such defense, the Indemnified Party shall have the right to participate in the defense of such Claim with its own counsel, but the fees and expenses of such separate counsel shall be borne by the Indemnified Party, unless (i) the Indemnifying Party and the Indemnified Party shall have mutually agreed in writing to the retention of such separate counsel, or (ii) the named parties in any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential conflicts of interest between them. In such case, the Indemnifying Party shall bear the reasonable fees and expenses of one (1) separate counsel for all Indemnified Parties.
(c) Settlement. The Indemnifying Party shall not, without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned, or delayed), consent to entry of any judgment or enter into any settlement that (i) does not include as an unconditional term thereof the giving by the claimant or plaintiff to the Indemnified Party of a complete release from all liability with respect to such Claim, or (ii) imposes any restriction, obligation, or liability on the Indemnified Party.
Section 5.4 — Contribution
(a) Contribution Obligation. If the indemnification provided for in Sections 5.1 and 5.2 is unavailable to, or insufficient to hold harmless, an Indemnified Party in respect of any Losses referred to therein, then each applicable Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall contribute to the amount paid or payable by such Indemnified Party as a result of such Losses in such proportion as is appropriate to reflect (i) the relative benefits received by the Company, on the one hand, and the applicable selling Holders, on the other hand, from the offering of the Registrable Securities giving rise to such Losses, and (ii) the relative fault of the Company, on the one hand, and such selling Holders, on the other hand, in connection with the statements or omissions (or alleged statements or omissions) that resulted in such Losses, as well as any other relevant equitable considerations. The relative benefits received by the Company, on the one hand, and the selling Holders, on the other hand, shall be deemed to be in the same proportion as the total net proceeds from the offering (before deducting expenses) received by the Company bear to the total net proceeds from the offering (before deducting expenses) received by such selling Holders. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company or by the selling Holders and the parties' relative intent, knowledge, access to information, and opportunity to correct or prevent such statement or omission.
(b) Limitation on Holder Contribution. In no event shall any selling Holder's contribution obligation under this Section 5.4 exceed the net proceeds (after deducting underwriting discounts and commissions) actually received by such Holder from the sale of Registrable Securities in the offering giving rise to such Losses.
(c) Fraudulent Misrepresentation. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution under this Section 5.4 from any person who was not guilty of such fraudulent misrepresentation.
(d) Survival. The indemnification and contribution obligations of the parties under this Article V shall survive the sale of any Registrable Securities by any Holder and shall remain in full force and effect regardless of any investigation made by or on behalf of any Indemnified Party.
ARTICLE VI — COVENANTS AND OTHER AGREEMENTS
Section 6.1 — Rule 144 Reporting
(a) With a view to making available to the Holders the benefits of Rule 144 under the Securities Act (or any similar rule or regulation of the Commission that may at any time permit a Holder to sell securities of the Company to the public without registration under the Securities Act) and other rules and regulations of the Commission that may at any time permit the sale of Registrable Securities without registration, the Company covenants and agrees that, for so long as any Registrable Securities remain outstanding, it will:
(i) make and keep available adequate current public information with respect to the Company, as the term "adequate current public information" is understood and defined in Rule 144 under the Securities Act (or any successor rule thereto);
(ii) timely file with the Commission all reports and other documents required of the Company under the Securities Act and the Exchange Act and the rules and regulations adopted by the Commission thereunder (or, if the Company is not required to file such reports, will, upon the request of any Holder, make publicly available such information as is necessary to permit sales of Registrable Securities under Rule 144 under the Securities Act without registration); and
(iii) furnish to any Holder of Registrable Securities, upon written request, a written statement by the Company as to its compliance with the reporting requirements of Rule 144 under the Securities Act and of the Securities Act and the Exchange Act (at any time after it has become subject to the reporting requirements of the Exchange Act), a copy of the most recent annual or quarterly report of the Company, and such other reports and documents of the Company as any Holder may reasonably request in availing itself of any rule or regulation of the Commission allowing any Holder to sell any Registrable Securities without registration.
Section 6.2 — Lock-Up Acknowledgment
(a) Each Holder acknowledges and agrees that the Registrable Securities held by such Holder (or in which such Holder has a direct or indirect interest) are subject to the transfer restrictions and lock-up provisions set forth in (i) that certain Letter Agreement, dated as of January 19, 2022, by and among the Company, the Sponsor, and the other parties thereto (the "Insider Letter"), and (ii) the Company's Amended and Restated Certificate of Incorporation filed with the Secretary of State of the State of Delaware on January 24, 2022, and any amendments thereto.
(b) Each Holder acknowledges and agrees that the registration rights granted pursuant to this Agreement shall not be exercisable during any applicable Lock-Up Period with respect to the Registrable Securities that are subject to such Lock-Up Period. No demand for registration may be made, and no registration of Registrable Securities shall be effected, under Article II hereof during any applicable Lock-Up Period. Nothing in this Agreement shall be construed to supersede, modify, or waive any transfer restriction or lock-up provision contained in the Insider Letter or the Company's Amended and Restated Certificate of Incorporation.
Section 6.3 — No Inconsistent Agreements
(a) The Company shall not, on or after the date of this Agreement, enter into any agreement with respect to its securities that is inconsistent with the rights granted to the Holders under this Agreement, or that would grant to any person or entity registration rights that are senior to or inconsistent with those granted under this Agreement, without the prior written consent of the Holders holding a majority-in-interest of the then-outstanding Registrable Securities. The Company represents and warrants that, as of the date hereof, it has not previously entered into any agreement granting any registration rights with respect to its securities to any person or entity that are inconsistent with the rights granted hereunder.
(b) The Company shall not take any action, or permit any action to be taken, that would impair or adversely affect the rights of the Holders under this Agreement, including entering into any agreement, understanding, or arrangement that would limit or restrict the Company's ability to perform its obligations hereunder.
Section 6.4 — Trust Account Waiver
(a) Each Holder acknowledges that the Company has established the Trust Account at Atlantic Seaboard Trust Company, N.A. for the benefit of the Company's public stockholders in accordance with the Investment Management Trust Agreement dated January 19, 2022, and that the Company may disburse monies from the Trust Account only in the circumstances described in the Company's Amended and Restated Certificate of Incorporation and the Investment Management Trust Agreement.
(b) Each Holder hereby agrees that it has no right, title, interest, or claim of any kind in or to any monies held in the Trust Account (the "Trust Account Monies"), and shall not seek recourse against the Trust Account or the Trust Account Monies for any reason whatsoever, including, without limitation, for any claim arising under or in connection with this Agreement, whether based on contract, tort, equity, or any other theory of liability. Each Holder hereby irrevocably waives any and all rights, claims, and causes of action it may have now or in the future against the Trust Account, the Trustee (in its capacity as trustee of the Trust Account), or the Trust Account Monies.
(c) Notwithstanding the foregoing, nothing in this Section 6.4 shall serve to limit or prohibit any Holder's right to pursue a claim against the Company for legal relief against monies or other assets of the Company held outside the Trust Account, or to pursue claims against the Company for specific performance or other equitable relief in connection with the Company's obligations under this Agreement, in each case, to the extent such claims do not seek recourse against the Trust Account or the Trust Account Monies.
ARTICLE VII — MISCELLANEOUS
Section 7.1 — Notices
All

REGISTRATION RIGHTS AGREEMENT

PELLEGRINO HOSPITALITY ACQUISITION CORP.

PELLEGRINO CAPITAL GROUP LLC

THE HOLDERS LISTED ON THE SIGNATURE PAGES HERETO

REGISTRATION RIGHTS AGREEMENT

RECITALS

Record

Parties

Dates

Amounts