SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • April 6th, 2022 • Pacifico Acquisition Corp. • Blank checks
This SPONSOR SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of April 5, 2022, by and among Caravelle International Group, a Cayman Islands exempted company (“PubCo”), Caravelle Group Co., Ltd., a Cayman Islands exempted company (the “Company”), Pacifico Acquisition Corp., a Delaware corporation (the “SPAC”), Pacifico Capital LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties who hold Subject Shares (as defined below) (such parties, the “Insiders” and together with the Sponsor, the “Founder Holders”).
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 6th, 2022 • Pacifico Acquisition Corp. • Blank checks • Delaware
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of April 5, 2022, is made and entered into by and among Caravelle International Group, a Cayman Islands exempted company (the “Company”), Caravelle Group Co., Ltd., a Cayman Islands exempted company (“Caravelle”), Pacifico Acquisition Corp., a Delaware corporation (the “SPAC”), Pacifico Capital LLC, a Delaware limited liability company (the “Sponsor”) and each of the other undersigned parties listed as Existing Holders on the signature pages hereto (each such party, together with the Sponsor and any person or entity deemed an “Existing Holder” who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, an “Existing Holder” and, collectively, the “Existing Holders”) and the undersigned parties listed as New Holders on the signature pages hereto (each such party, together with any person or entity deemed a “New Holder” who hereafter becomes a party to this Agreement pursuan
AGREEMENT AND PLAN OF MERGER* by and among CARAVELLE INTERNATIONAL GROUP, PACIFICO ACQUISITION CORP., PACIFICO INTERNATIONAL GROUP, PACIFICO MERGER SUB 2 INC. and CARAVELLE GROUP CO., LTD. dated as of April 5, 2022Agreement and Plan of Merger • April 6th, 2022 • Pacifico Acquisition Corp. • Blank checks • Delaware
This Agreement and Plan of Merger, dated as of April 5, 2022 (this “Agreement”), is made and entered into by and among (i) Caravelle International Group, a Cayman Islands exempted company (“PubCo”), (ii) Pacifico Acquisition Corp., a Delaware corporation (“SPAC”), (iii) Pacifico International Group, a Cayman Islands exempted company and a direct wholly-owned subsidiary of PubCo (“Merger Sub 1”), (iv) Pacifico Merger Sub 2 Inc., a Delaware corporation and a direct wholly-owned subsidiary of PubCo (“Merger Sub 2” and, together with PubCo and Merger Sub 1, each, individually, an “Acquisition Entity” and, collectively, the “Acquisition Entities”) and (v) Caravelle Group Co., Ltd., a Cayman Islands exempted company (the “Company”).
LOCK-UP AGREEMENTLock-Up Agreement • April 6th, 2022 • Pacifico Acquisition Corp. • Blank checks • Delaware
THIS LOCK-UP AGREEMENT (this “Agreement”) is dated as of April 5, 2022, by and among (i) Caravelle International Group, a Cayman Islands exempted company (“PubCo”), (ii) Pacifico Acquisition Corp., a Delaware corporation (“SPAC”) and (iii) the undersigned (the “Holder”). Capitalized terms used and not otherwise defined herein shall have the meanings given such terms in the Merger Agreement (as defined below).
SHAREHOLDER SUPPORT AGREEMENTShareholder Support Agreement • April 6th, 2022 • Pacifico Acquisition Corp. • Blank checks
This SHAREHOLDER SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of April 5, 2022, by and among Caravelle International Group, a Cayman Islands exempted company (“PubCo”), Caravelle Group Co., Ltd., a Cayman Islands exempted company (the “Company”), Pacifico Acquisition Corp., a Delaware corporation (the “SPAC”), and the persons identified on Schedule A hereto who hold Shareholder Shares (as defined below) (each, a “Shareholder” and collectively the “Shareholders”).
