5,000,000 Units Pacifico Acquisition Corp. UNDERWRITING AGREEMENTUnderwriting Agreement • July 20th, 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 • July 20th, 2021 • Pacifico Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement” ) is entered into as of the [*] day of July, 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 • July 20th, 2021 • Pacifico Acquisition Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of __________, 2021, by and between Pacifico Acquisition Corp., a Delaware corporation (the “Company”), and ____________ (“Indemnitee”).
RIGHTS AGREEMENTRights Agreement • July 20th, 2021 • Pacifico Acquisition Corp. • Blank checks • New York
This Rights Agreement (this “Agreement”) is made as of [*], 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”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • July 20th, 2021 • Pacifico Acquisition Corp. • Blank checks • New York
STOCK ESCROW AGREEMENTStock Escrow Agreement • July 20th, 2021 • Pacifico Acquisition Corp. • Blank checks • New York
This STOCK ESCROW AGREEMENT, dated as of [*], 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.
