5,000,000 Units Pacifico Acquisition Corp. UNDERWRITING AGREEMENTUnderwriting Agreement • September 17th, 2021 • Pacifico Acquisition Corp. • Blank checks • New York
The undersigned, Pacifico Acquisition Corp., a Delaware corporation (“Company”), hereby confirms its agreement with Chardan Capital Markets, LLC (hereinafter referred to as “you”, “Chardan”, or as the “Representative”) and with the other underwriters named on Schedule A hereto for which you are acting as representative (the Representative and the other Underwriters being collectively referred to herein as the “Underwriters” or, individually, an “Underwriter”), as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 17th, 2021 • Pacifico Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement” ) is entered into as of September 13, 2021, by and among Pacifico Acquisition Corp., a Delaware corporation (the “Company” ) and the undersigned parties listed under Investors on the signature page hereto (each, an “Investor” and collectively, the “Investors” ).
FORM OF INDEMNITY AGREEMENTIndemnification Agreement • September 17th, 2021 • Pacifico Acquisition Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of September 13, 2021, by and between Pacifico Acquisition Corp., a Delaware corporation (the “Company”), and Edward Cong Wang (“Indemnitee”).
RIGHTS AGREEMENTRights Agreement • September 17th, 2021 • Pacifico Acquisition Corp. • Blank checks • New York
This Rights Agreement (this “Agreement”) is made as of September 13, 2021 between Pacifico Acquisition Corp., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, with offices at 6201 15th Avenue, Brooklyn, NY 11219 (the “Right Agent”).
September 13, 2021 Pacifico Acquisition Corp.Underwriting Agreement • September 17th, 2021 • Pacifico Acquisition Corp. • Blank checks • New York
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • September 17th, 2021 • Pacifico Acquisition Corp. • Blank checks • New York
STOCK ESCROW AGREEMENTStock Escrow Agreement • September 17th, 2021 • Pacifico Acquisition Corp. • Blank checks • New York
This STOCK ESCROW AGREEMENT, dated as of September 13, 2021 (“Agreement”), by and among PACIFICO ACQUISITION CORP., a Delaware corporation (“Company”), and the initial stockholders listed on the signature pages hereto (collectively, the “Initial Stockholders”) AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, a New York limited liability trust company, with offices at 6201 15th Avenue, Brooklyn, NY 11219 (“Escrow Agent”).
Pacifico Acquisition Corp.Underwriting Agreement • July 20th, 2021 • Pacifico Acquisition Corp. • Blank checks • New York
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Pacifico Acquisition Corp., a Delaware corporation (the “Company”), and Chardan Capital Markets, LLC, as Representative (the “Representative”) of the several underwriters named on Schedule A thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each comprised of one share of common stock of the Company, $0.0001 par value (the “Common Stock”) and one right to receive one-tenth (1/10) of one share of Common Stock (the “Rights”). Certain capitalized terms used herein are defined in paragraph 16 hereof.
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, 2022Merger Agreement • 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”).
ContractPromissory Note • September 16th, 2022 • Pacifico Acquisition Corp. • Blank checks
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.
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).
AMENDED AND RESTATED 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 August 15, 2022Agreement and Plan of Merger • August 17th, 2022 • Pacifico Acquisition Corp. • Blank checks • Delaware
This Amended and Restated Agreement and Plan of Merger, dated as of August 15, 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”).
ContractPromissory Note • September 16th, 2022 • Pacifico Acquisition Corp. • Blank checks
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.
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”).
