Exhibit 2.1

Dated April 25, 2022

XPAC Acquisition Corp.,

SUPERBAC PubCo Holdings Inc.,

BAC1 Holdings Inc.,

BAC2 Holdings Inc.,

- and -

SuperBac Biotechnology Solutions S.A.

BUSINESS COMBINATION AGREEMENT

TABLE OF CONTENTS

Page

Exhibits

Schedules

XPAC Disclosure Letter

Company Disclosure Letter

Schedule 2.9(b): Company Reorganization Payments to Certain Company Shareholders

Schedule 8.12(c): PubCo Officers

BUSINESS COMBINATION AGREEMENT

This Business Combination Agreement, dated as of April 25, 2022 (this “Agreement”), is made and entered into by and among (i) SUPERBAC PubCo Holdings Inc., an exempted company limited by shares incorporated under the laws of the Cayman Islands (“PubCo”), (ii) XPAC Acquisition Corp., an exempted company limited by shares incorporated under the laws of the Cayman Islands (“XPAC”), (iii) BAC1 Holdings Inc., an exempted company limited by shares incorporated under the laws of the Cayman Islands and a direct wholly owned subsidiary of PubCo (“Merger Sub 1”), (iv) BAC2 Holdings Inc., an exempted company limited by shares incorporated under the laws of the Cayman Islands and a direct wholly owned subsidiary of PubCo (“Merger Sub 2”), and (v) SuperBac Biotechnology Solutions S.A., a corporation incorporated under the laws of the Brazil (the “Company”).

RECITALS

WHEREAS, XPAC is a blank check company and was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses;

WHEREAS, PubCo is a newly formed entity and was formed for the purpose of making acquisitions and investments, with the objective of acting as the publicly traded holding company for its investee entities;

WHEREAS, each of Merger Sub 1 and Merger Sub 2 is a newly formed Cayman Islands exempted company limited by shares, wholly owned by PubCo, and was formed for the purpose of effectuating the Mergers;

WHEREAS, it is contemplated that, after the date of this Agreement and prior to the Initial Merger, the Company will cause to be formed an exempted company incorporated with limited liability in the Cayman Islands (“Newco”) for the purposes of the transactions contemplated by this Agreement, and Newco will subsequently become a party to this Agreement for all purposes and subject to the terms and conditions hereunder promptly after the incorporation of Newco, by executing and delivering an executed joinder to this Agreement substantially in the form attached hereto as Exhibit I (the “Newco Joinder Agreement”), pursuant to which Newco will make certain representations and warranties and will also agree to be bound by the provisions of this Agreement applicable to Newco.

WHEREAS, the parties hereto desire and intend to effect a business combination transaction whereby (a) XPAC will merge with and into Merger Sub 1, with Merger Sub 1 being the surviving entity (the “Initial Merger”), and (b) at least one day following the Initial Merger, Merger Sub 2 will merge with and into Newco (the “Acquisition Merger” and together with the Initial Merger, the “Mergers”), with Newco being the surviving entity and becoming a wholly owned subsidiary of PubCo (Newco is hereinafter referred to for the periods from and after the Acquisition Effective Time as the “Newco Surviving Entity”), each Merger to occur upon the terms and subject to the conditions set forth in this Agreement and in accordance with the applicable provisions of the Companies Act (As Revised) (the “Cayman Act”);

WHEREAS, following the date of this Agreement, but prior to the Initial Merger Effective Time, (a) one or more investors (the “PIPE Investors”) may agree to make one or more private investments to subscribe for and purchase PubCo Class A Ordinary Shares, on the day of the Acquisition Closing but immediately prior to the Acquisition Closing, for an aggregate purchase price of up to $220 million at a price per share equal to $10.00 (the “PIPE Investments”), in each case, pursuant to subscription agreements substantially in the form attached hereto as Exhibit A (with such amendments thereto as may be agreed between XPAC and the Company), each to be entered into between the relevant PIPE Investor, PubCo and XPAC at any time prior to the Initial Merger Effective Time (the “PIPE Subscription Agreements”), and (b) with the prior written consent of the Company (which consent may be withheld in its sole and absolute discretion), certain other private investments may be entered into in accordance with the terms of Sections 8.3 and 8.4 of this Agreement, in an effort to satisfy the Minimum Cash Condition;

WHEREAS, for U.S. federal income tax purposes, (a) it is intended that the Initial Merger will qualify as a “reorganization” under Section 368(a)(1)(F) of the Code and (b) this Agreement is intended to constitute and hereby is adopted as a “plan of reorganization” with respect to the Mergers within the meaning of Treasury Regulations Sections 1.368-2(g) and 1.368-3(a) for purposes of Sections 354, 361 and 368 of the Code and the Treasury Regulations thereunder (clauses (a) and (b), together with the matters described on Section ‎8.6(a) of the Company Disclosure Letter, the “Intended Tax Treatment”);

WHEREAS, the Company has received, concurrently with the execution and delivery of this Agreement, as a material inducement for the Company to enter into this Agreement and the other Transaction Documents to which it is a party, a Sponsor Support Agreement in the form attached hereto as Exhibit B (the “Sponsor Support Agreement”) signed by the Company, XPAC, PubCo and XPAC Sponsor LLC, a Cayman Islands limited liability company (the “Sponsor”), pursuant to which, among other things, and subject to the terms and conditions set forth therein, the Sponsor has agreed to, and to cause proprietary investment vehicles (i.e. holding investments in a ‘principal’ or ‘own account’ capacity) of the Sponsor or its Affiliates (if any) (to the extent permitted by applicable Law) to, (a) vote in favor of (i) the Transactions, and (ii) the other Transaction Proposals, (b) waive the anti-dilution rights in respect of XPAC Securities under Article 17.3 of the XPAC Articles of Association, (c) appear at the XPAC Shareholders’ Meeting for purposes of constituting a quorum, (d) vote against any proposals that would impede the Transactions or any other Transaction Proposal, (e) not redeem any XPAC Securities held by the Sponsor or such Affiliates, (f) not transfer any XPAC Securities held by the Sponsor or such Affiliates prior to the Acquisition Merger, (g) release XPAC, the Company and the Acquisition Entities from all claims in respect of or relating to the period prior to the Acquisition Closing, subject to the provisions and exceptions set forth therein, and (h) agree to a lock-up of its PubCo Ordinary Shares and PubCo Warrants that are held as of the Acquisition Closing, subject to certain exceptions;

WHEREAS, concurrently with the Acquisition Closing, PubCo, the Sponsor and certain Existing Company Shareholders shall enter into an amended and restated registration rights agreement (the “Registration Rights Agreement”), in the form attached hereto as Exhibit C, that amends and restates that certain registration rights agreement, dated as of July 29, 2021, with such amendment and restatement becoming effective upon the Acquisition Closing, pursuant to which, among other things, PubCo commits to use commercially reasonable efforts to submit or file a resale shelf registration statement on Form F-1 that includes, among other things, the Shareholder Merger Consideration held by signatories to the Registration Rights Agreement within 30 days after the Acquisition Closing;

WHEREAS, XPAC has received, concurrently with the execution and delivery of this Agreement, as a material inducement to XPAC to enter into this Agreement, a Voting and Support Agreement in the form attached hereto as Exhibit D (the “Voting and Support Agreement”), signed by the Company, PubCo, XPAC and the Existing Company Shareholders identified in the Voting and Support Agreement, pursuant to which, among other things, and subject to the terms and conditions set forth therein, such Existing Company Shareholders have agreed (a) to vote or, if their respective Company Shares are then held by a Shareholder Entity (as defined below), to cause such Shareholder Entity to vote (i) in favor of the Transactions to which the Company or Newco will be a party and in favor of the Company Shareholder Approval, (ii) in favor of the Transactions to which the Company or Newco will be a party and in favor of the Newco Approvals, and (iii) against any proposals that would impede in any material respect the consummation of the Transactions by the Company or Newco (or, in each case, agree to the passage of any such approval as a written resolution, if such approval is to be taken as such), and (b) not to transfer any Company Shares or Newco Shares held directly or indirectly by such Existing Company Shareholders or their respective Shareholder Entities (as applicable) on or prior to the Acquisition Closing (subject to the exceptions set forth therein);

WHEREAS, on the Business Day following the execution and delivery of this Agreement, the Company shall deliver to XPAC the signed Investment Agreement (as defined below) to be executed by the Company and certain Company Shareholders collectively representing no less than ninety-five percent (95%) of the Company Shares outstanding (on a Fully Diluted Basis) both (i) on the date of the Investment Agreement, and (ii) immediately prior to the Pre-Closing Exchange;

WHEREAS, concurrently with the execution and delivery of this Agreement, the Existing Company Shareholders will enter into a lock-up agreement substantially in the form attached hereto as Exhibit L (the “Lock-up Agreement”), pursuant to which certain Existing Company Shareholders collectively representing no less than ninety-five percent (95%) of the Company Shares outstanding (on a Fully Diluted Basis) both (i) on the date of the Lock-up Agreement, and (ii) immediately prior to the Pre-Closing Exchange, will agree to a lock-up of the PubCo Ordinary Shares held by such Existing Company Shareholders or their respective Shareholder Entities following the Acquisition Closing for the period specified therein, subject to certain exceptions;

WHEREAS, immediately prior to the Initial Merger Effective Time, PubCo, XPAC and the warrant agent thereunder shall enter into an assignment assumption and amendment agreement in the form attached hereto as Exhibit E (the “Assignment, Assumption and Amendment Agreement”) pursuant to which XPAC will assign to PubCo on the Initial Closing Date all of its rights, interests, and obligations in and under the Warrant Agreement, which amends the Warrant Agreement to change all references to Warrants (as such term is defined therein) to PubCo Warrants (and all references to Ordinary Shares (as such term is defined therein) underlying such warrants to PubCo Class A Ordinary Shares) and which causes each outstanding PubCo Warrant to represent the right to receive, from the Initial Closing, one whole PubCo Class A Ordinary Share;

WHEREAS, the board of directors of XPAC (the “XPAC Board”) has unanimously (a) determined that this Agreement, the Mergers and the other Transactions are fair to, advisable and in the best interests of XPAC and constitute a “Business Combination” as such term is defined in the XPAC Articles of Association, (b) (i) approved and declared advisable this Agreement and the execution, delivery and performance of this Agreement and the consummation of the Transactions, and (ii) approved and declared advisable the Sponsor Support Agreement, the Assignment, Assumption and Amendment Agreement, any PIPE Subscription Agreement, the Voting and Support Agreement, the Lock-up Agreement, the Registration Rights Agreement and the execution, delivery and performance thereof, (c) resolved to recommend the adoption of this Agreement by the shareholders of XPAC, and (d) directed that this Agreement and the Plan of Initial Merger be submitted to the shareholders of XPAC for their approval;

WHEREAS, (a) the board of directors of Merger Sub 1 has (i) determined that the Plan of Initial Merger is fair to, advisable and in the best interests of Merger Sub 1, (ii) approved and declared advisable this Agreement and the execution, delivery and performance of this Agreement and the consummation of the Transactions, and (b) the sole shareholder of Merger Sub 1 has adopted a resolution by written consent approving this Agreement and the Transactions, including the Plan of Initial Merger;

WHEREAS, (a) the board of directors of Merger Sub 2 has (i) determined that the Acquisition Merger is fair to, advisable and in the best interests of Merger Sub 2, (ii) approved and declared advisable this Agreement and the execution, delivery and performance of this Agreement and the consummation of the Transactions, and (b) the sole shareholder of Merger Sub 2 has adopted a resolution by written consent approving this Agreement and the Transactions, including the Acquisition Merger;

WHEREAS, (a) the board of directors of PubCo (the “PubCo Board”) has (i) determined that it is fair to, advisable and in the best interests of PubCo to enter into this Agreement and to consummate the Mergers and the other Transactions, and (ii) approved and declared advisable this Agreement, any PIPE Subscription Agreement, the Sponsor Support Agreement, the Registration Rights Agreement, the Assignment, Assumption and Amendment Agreement, the Voting and Support Agreement and the Lock-up Agreement and the execution, delivery and performance thereof, and (b) the sole shareholder of PubCo has adopted a resolution by written consent approving this Agreement and the Transactions; and

WHEREAS, the board of directors of the Company (the “Company Board”) has (a) determined that it is fair to the Company, and advisable and in the best interests of the Company, to enter into this Agreement and to consummate the Mergers and the other Transactions contemplated by this Agreement, (b) recommended that the shareholders of the Company (i) approve the execution, delivery and performance of this Agreement and the consummation of the Mergers and the other Transactions contemplated by this Agreement, and (ii) approve the Sponsor Support Agreement, the Voting and Support Agreement, the Lock-up Agreement and the execution, delivery and performance thereof, and (c) resolved to, within twenty (20) days following the execution and delivery of this Agreement, employ its reasonable efforts to obtain the Company Shareholder Approval (as defined below); and

WHEREAS, no later than the Business Day following the execution and delivery of this Agreement, the Company Board shall convene a meeting of the Company Shareholders to be held as soon as practicable in order for such meeting to duly approve the Company Shareholder Approval.

NOW, THEREFORE, in consideration of the foregoing and the respective representations, warranties, covenants and agreements set forth in this Agreement and intending to be legally bound hereby, XPAC, PubCo, Merger Sub 1, Merger Sub 2 and the Company agree as follows:

Article I

CERTAIN DEFINITIONS

Section 1.1      Definitions. As used herein, the following terms shall have the following meanings:

“2021 Management Accounts” means the unaudited consolidated balance sheet of the Company as of December 31, 2021, and the unaudited consolidated statements of income and profit and loss for the year ended December 31, 2021 prepared in accordance with IFRS;

“Acquisition Closing Equity Value” means $316,950,513.46, minus (a) the Company Reorganization Payments (converted into U.S. dollars at a rate of R$4.7326 per $1.00), minus (b) the Sponsor Final Promote Amount, minus (c) any Excess of Company Transaction Expenses, and minus (d) any Excess of Permitted Indebtedness; provided, that such resulting dollar amount shall be as adjusted downwards by a factor equal to the proportion of (x) the number of Remaining Minority Company Shares outstanding (on a Fully Diluted Basis) as of the Acquisition Effective Time to (y) the number of Company Shares outstanding (on a Fully Diluted Basis) as of the Acquisition Effective Time;

“Acquisition Merger Consideration” means the sum of all PubCo Ordinary Shares receivable by Company Shareholders pursuant to Section ‎2.3(g)(iii);

“Action” means any charge, claim, action, complaint, petition, investigation, appeal, suit, litigation, arbitration or other similar proceeding initiated or conducted by a mediator, arbitrator or Governmental Authority, whether administrative, civil, regulatory or criminal, and whether at law or in equity, or otherwise under any applicable Law;

“Additional Permitted Financings” means the subscription or purchase by an investor for cash after the date of this Agreement of securities to be issued or guaranteed by PubCo (or of securities exercisable, convertible or exchangeable into securities to be issued or guaranteed by PubCo), including ordinary shares, preferred shares, convertible or exchangeable bonds or notes, promissory notes, warrants or other securities, in each case, as and to the extent consented to in writing by XPAC and the Company (which consent may be withheld in the sole and absolute discretion of the party asked to provide consent);

“Affiliate” means, with respect to any Person, any other Person which, directly or indirectly, Controls, is Controlled by or is under common Control with such Person. In the case of a Person which is a fund or which is directly or indirectly Controlled by a fund, the term “Affiliate” also includes (a) any of the general partners of such fund, (b) the fund manager managing such fund, any other person which, directly or indirectly, Controls such fund or such fund manager, or any other funds managed by such fund manager, and (c) trusts (excluding the Trust Account for all purposes other than for the sole purpose of the release of the proceeds of the Trust Account set forth in Section ‎7.1) Controlled by or for the benefit of any Person referred to in (a) or (b). Notwithstanding the foregoing, (i) in no event shall an investment fund or portfolio company, in either case, managed by or otherwise affiliated with, XP Inc. or any of its Affiliates (including, without limitation, any asset management business or activities thereof), be considered to be an Affiliate of XPAC except for (1) XP Inc. itself and (2) any investment fund or portfolio company controlled or managed by the Sponsor, and (ii) an Affiliate of Sommerville Investments B.V. (“Sommerville”) or Orjen Investments Pte. Ltd. (“Orjen”) shall only refer to (1) Temasek Holdings (Private) Limited and (2) Temasek Holdings (Private) Limited’s direct and indirect wholly-owned companies (excluding Sommerville and Orjen) whose boards of directors or equivalent governing bodies comprise employees or nominees of (A) Temasek Holdings (Private) Limited, (B) Temasek Pte. Ltd. (being a wholly-owned subsidiary of Temasek Holdings (Private) Limited) and/or (C) wholly-owned direct and indirect subsidiaries of Temasek Pte. Ltd.;

“Antitrust Laws” shall mean any applicable Laws of any Governmental Authority regarding matters of anti-competition or foreign investment;

“April 2021 Company ESOP” means the Company’s Equity Incentive Plan (Plano de Opção de Compra de Ações da Companhia) adopted on April 15, 2021, amended on September 13, 2021, approved by the Company Board on August 25, 2021 and approved by Company Shareholders on September 13, 2021;

“April 2021 Forfeiting Net Vested Holder” means a Person who, at the Acquisition Effective Time, was a holder of PubCo Shares that were originally issued as Net Vested PubCo Shares issued in respect of the April 2021 Company ESOP pursuant to Section ‎2.4(a)(ii) in respect of whom a Forfeiture Event has occurred during the Forfeiture Period;

“Benefit Plan” means any (a) “employee benefit plan” (as such term is defined in Section 3(3) of ERISA, whether or not subject to ERISA), program, policy, practice, Contract or other arrangement, including any compensation, severance, termination pay, deferred compensation, retirement, profit sharing, incentive, bonus, health, welfare, performance awards, share or share-related awards (including stock option, stock purchase, stock ownership, restricted stock unit, or other equity or equity-based compensation), disability, death benefit, life insurance, fringe benefits or other employee benefits or remuneration of any kind, and (b) any employment, indemnification, consulting, retention or stay-bonus agreement, severance, transaction or change-in control agreement, in each case, whether written, unwritten or otherwise, that is or has been sponsored, maintained, contributed to or required to be contributed to by any Group Company for the benefit of any current or former employee, director, commissioner or officer, consultant or contractor of any Group Company in each case other than any statutory benefit plan mandated by Law;

“Brazil” means the Federative Republic of Brazil;

“Brazilian GAAP” shall mean the accounting principles generally accepted in Brazil under applicable Laws and the accounting standards issued by the Comitê de Pronunciamentos Contábeis;

“Brazilian GAAP Financial Statements” means the audited consolidated balance sheet of the Company as of December 31, 2020, and the audited consolidated statements of income and profit and loss, and cash flows, for the year ended December 31, 2020 that have been audited by an independent auditor under independent auditing standards applicable in Brazil and prepared in accordance with Brazilian GAAP;

“Business Combination” has the meaning given in the XPAC Articles of Association;

“Business Day” means a day on which commercial banks are open for business in the city of (a) New York, United States, (b) Grand Cayman, the Cayman Islands, (c) São Paulo, State of São Paulo, Brazil, (d) Singapore, Singapore, and (e) Amsterdam, The Netherlands, except a Saturday, Sunday, public holiday (gazetted or ungazetted and whether scheduled or unscheduled) or a day on which banking institutions or trust companies are authorized or obligated by Law to close in any of the aforementioned cities;

“CDI Rate” means the daily average rate (calculated based on a year of 252 business days) of inter-banking deposits, “over extra group”, expressed in annual percentage, calculated and published daily by B3 S.A.—Brasil, Bolsa, Balcão, and, in its absence, another official index that replaces it;

“Closing Date” means each of the Initial Closing Date and the Acquisition Closing Date;

“Code” means the Internal Revenue Code of 1986, as amended;

“Company Acquisition Proposal” means any transaction or series of transactions (other than the Transactions) with any Person involving, directly or indirectly, (a) any merger, consolidation, amalgamation, share exchange, business combination, material issuance of securities, material acquisition of securities, reorganization, material recapitalization, tender offer, exchange offer or other similar transaction involving any Group Company, (b) any sale, lease, exchange, transfer, license, acquisition or disposition of a material portion of the consolidated total assets, revenues or earning power of the Group Companies, taken as a whole, or (c) any direct or indirect acquisition by any third party, in one transaction or a series of transactions, of a material portion of voting Equity Securities of the Company (whether by merger, consolidation, recapitalization, purchase or issuance of Equity Securities);

“Company Cash” means the aggregate amount of all cash and cash equivalents of the Group Companies, determined on a consolidated basis in accordance with IFRS, but excludes Restricted Cash that shall continue to be Restricted Cash immediately following the Acquisition Merger. For the avoidance of doubt, cash and cash equivalents shall specifically include marketable securities, short-term deposits, short-term investments, cash held in any jurisdictions, and any uncleared checks and drafts or other wire transfers received or deposited or available for deposit for the account of the Company or its Subsidiaries that are not yet credited to the account of the Company or its Subsidiaries (except to the extent such uncleared checks, drafts or wire transfers are or are to be received or deposited in an account with a negative balance);

“Company Class A Preferred Shares” means the Class A preferred shares, no par value per share, of the Company;

“Company Class B Preferred Shares” means the Class B preferred shares, no par value per share, of the Company;

“Company Class C Preferred Shares” means the Class C preferred shares, no par value per share, of the Company;

“Company Class D Preferred Shares” means the Class D preferred shares, no par value per share, of the Company;

“Company Consolidated Net Debt” means, as of a given date, (a) the Company’s total outstanding current and non-current loans and borrowings as of such date as determined on a consolidated basis and as reflected on the face of a balance sheet of the Company that would be prepared in accordance with IFRS, minus (b) the aggregate amount of Company Cash as of such date;

“Company Contract” means any Contract to which any Group Company is a party or by which any Group Company is bound;

“Company ESOPs” means, collectively, the April 2021 Company ESOP and the September 2021 Company ESOP;

“Company Exchangeable Securities” means, collectively, the Company Ordinary Shares and the Company Class A Preferred Shares, the Company Class B Preferred Shares and the Company Class C Preferred Shares (in each case, after giving effect to the conversion of (i) the Company Warrants into the requisite number of Company Ordinary Shares and Company Class C Preferred Shares, and (ii) the Company Class C Preferred Shares into the requisite number of Company Ordinary Shares, in each case, in accordance with the terms of Company Reorganization);

“Company Expenses Cap” means $7,500,000.00;

“Company Material Adverse Effect” means any Event that has had, or would reasonably be expected to have, individually or in the aggregate, a material adverse effect on (a) the business, assets and liabilities, results of operations or financial condition of the Group Companies taken as a whole, or (b) the ability of any Group Company or any of the Acquisition Entities to consummate the Transactions by the Outside Date; provided, however, that in no event would any of the following, alone or in combination, be deemed to constitute, or be taken into account in determining whether there has been or will be, a “Company Material Adverse Effect”: (i) any change in applicable Laws, GAAP, IFRS or other applicable accounting or auditing standards or any interpretation thereof following the date of this Agreement, (ii) any change in interest rates or economic, political, business or financial market conditions generally, (iii) the taking of any action expressly required to be taken under this Agreement, (iv) any natural disaster (including hurricanes, storms, tornados, flooding, earthquakes, volcanic eruptions or similar occurrences), epidemic or pandemic (including any action taken or refrained from being taken in response to COVID-19 or any COVID-19 Measures or any change in such COVID-19 Measures or interpretations following the date of this Agreement), acts of nature, change in climate or other natural or man-made disasters, (v) any acts of terrorism or war, the outbreak or escalation of hostilities, geopolitical conditions, local, national or international political conditions, riots or insurrections, whether or not pursuant to the formal declaration of a national emergency or war, (vi) any failure in and of itself of the Group Companies to meet any projections or forecasts, provided, however, that the exception in this clause (vi) shall not prevent or otherwise affect a determination that any change, effect or development underlying such change has resulted in or contributed to a Company Material Adverse Effect, (vii) any Events generally applicable to the industries or markets in which the Group Companies operate, including, without limitation, the effects of any drought, animal pests, shortage of raw materials or any other event that may result in a severe shortage in the supply of commodities in Brazil, (viii) any matter set forth in Section ‎1.1(a) of the Company Disclosure Letter, (ix) any Events that are cured by the relevant Group Company prior to the Acquisition Closing, (x) changes attributable to the public announcement, performance or pendency of the Transactions (including the impact thereof on relationships with customers, licensors, licensees, suppliers, employees or other third parties related thereto), but in any case only to extent attributable to such announcement, performance or pendency, provided that this clause (x) shall not apply to the representations and warranties (or related conditions) that, by their terms, specifically address the consequences arising out of the public announcement, performance or pendency of the Transactions, (xi) any actions (A) required to be taken, or required not to be taken, pursuant to the terms of this Agreement or (B) taken with the prior written consent of or at the prior written request of XPAC, or (C) taken by XPAC, the Sponsor or any other XPAC Shareholder, (xii) any worsening of the Events referred to in clauses (ii), (iv), (v), (vii) or (viii) to the extent existing as of the date of this Agreement, or (xiii) any contemporaneous or future pronouncements by the SEC or other U.S. federal regulators with respect to prior accounting rules generally applicable to special purpose acquisition companies or target companies engaged in business combinations with special purpose acquisition companies and any impacts on such transactions directly or indirectly resulting therefrom; provided, however, that in the case of each of clauses (ii), (iv), (v) and (vii), any such Event to the extent it disproportionately affects any of the Group Companies relative to other participants in the industries and geographies in which such Persons operate shall not be excluded from the determination of whether there has been, or would reasonably be expected to be, a Company Material Adverse Effect;

“Company Option” shall mean each outstanding and unexercised option to purchase Company Shares issued pursuant to the Company ESOPs, whether or not then vested or fully exercisable;

“Company Optionholder” shall mean each holder of a Company Option;

“Company Ordinary Shares” means, collectively, the ordinary shares, no par value per share, of the Company;

“Company PCAOB Financial Statements” means (a) the audited consolidated balance sheets of the Company as of December 31, 2021 and 2020, and the audited consolidated statements of income and profit and loss, changes in shareholders’ equity and cash flows, for the years ended December 31, 2021 and 2020 audited by the Independent Auditors in accordance with PCAOB auditing standards, together with the auditor’s report of the Independent Auditors thereon, and (b) to the extent provided by the Company or PubCo pursuant to ‎Section 6.6(b), any other financial statements of the Company that are included in the Registration Statement/Proxy Statement;

“Company Preferred Shares” means, collectively, the Company Class A Preferred Shares, the Company Class B Preferred Shares, the Company Class C Preferred Shares and the Company Class D Preferred Shares;

“Company Related Party” means (a) any member, shareholder or equity interest holder who, together with its Affiliates, directly or indirectly holds no less than 5% of the total outstanding share capital of any Group Company, and (b) any director or executive officer of any Group Company, in each of the foregoing cases under (a) and (b), excluding each Group Company;

“Company Reorganization” means, collectively, the transactions taken, or contemplated to be taken, pursuant to that certain Reorganization Agreement, dated as of December 6, 2021, by and among Fourbac Participações S.A., SB Participações S.A., Luiz Augusto Chacon de Freitas Filho, Sommerville, Orjen and Bio-Gênesis Participações S.A., and, as intervening parties, the Company and Superbac Indústria e Comércio de Fertilizantes S.A., as approved by the Company Shareholders at the Company’s extraordinary shareholders meeting held on December 22, 2021, and as ratified by the Company Shareholders at the Company’s extraordinary shareholders’ meeting held on January 26, 2022;

“Company Shareholder” means any holder of any Company Shares;

“Company Shares” means, collectively, the Company Ordinary Shares and the Company Preferred Shares;

“Company Transaction Expenses” means any out-of-pocket fees and expenses paid or payable, subject to Section ‎8.1(c) and Section ‎8.2(a)(i), by any Group Company, Newco or any Acquisition Entity (whether or not billed or accrued for, but without double counting) as a result of or in connection with the negotiation, documentation and consummation of the Transactions, including (a) all fees, costs, expenses, brokerage fees, commissions, finders’ fees and disbursements of financial advisors, investment banks, data room administrators, attorneys, accountants and other advisors and service providers, including consultants and public relations firms, and (b) any and all filing fees payable, subject to Section ‎8.1(c) and Section ‎8.2(a)(i), by the Group Companies or any of their Affiliates to the Governmental Authorities in connection with the Transactions, including the SEC and Nasdaq, and excluding, for the avoidance of doubt, the Company Reorganization Payments, the other transactions to be carried out in accordance with Section 2.9 pursuant to the instruments governing the Company Reorganization and the bonus payments to be paid in accordance with Section 2.10;

“Company Warrants” means all outstanding and unexercised warrants (bônus de subscrição) of the Company convertible into the applicable number of Company Ordinary Shares and the applicable number of Company Class C Preferred Shares, in each case, as determined in accordance with the instruments governing the Company Reorganization;

“Competing SPAC” means any publicly traded special purpose acquisition company other than XPAC;

“Competitor Company” shall have the meaning given to the term “Empresas Concorrentes” under (a) the terms of the April 2021 Company ESOP as in effect on the date of this Agreement (in respect of a April 2021 Forfeiting Net Vested Holder) or (b) the terms of the September 2021 Company ESOP as in effect on the date of this Agreement (in respect of a September 2021 Forfeiting Net Vested Holder);

“Contract” means any legally binding written, oral or other agreement, contract, subcontract, lease, instrument, note, option, warranty, purchase order, license, sublicense, mortgage, guarantee, purchase order, insurance policy or commitment or undertaking of any nature that has any outstanding rights or obligations;

“Control” in relation to any person means (a) the ownership of, or ability to direct the casting of, more than fifty percent (50%) of the total voting rights conferred by all the shares then in issue and conferring the right to vote at all general meetings of such Person, or (b) the ability to, directly or indirectly, direct or cause the direction of the management and policies of such Person whether through the ownership of securities, by contract or otherwise, and “Controlled”, “Controlling” and “under common Control with” shall be construed accordingly;

“Copyrights” means any and all copyrights and copyrightable subject matter, whether registered or unregistered and regardless of the medium of fixation or means of expression, including any of the foregoing that protect original works of authorship fixed in any tangible medium of expression, including in literary works (including in all forms and types of Software), pictorial and graphic works;

“COVID-19” means SARS-CoV-2 or COVID-19, and any evolutions, variants or mutations thereof or related or associated epidemics, pandemics or disease outbreaks;

“COVID-19 Measures” means any quarantine, “shelter in place,” “stay at home,” workforce reduction, social distancing, shut down, closure, sequester, safety or similar Law, directive, guidelines or recommendations promulgated by any Governmental Authority, including the Brazilian Ministry of Health, Centers for Disease Control and Prevention and the World Health Organization, in each case, in connection with or in response to COVID-19 for similarly situated companies;

“CST” means Continental Stock Transfer & Trust Company;

“Customs and International Trade Authorizations” means all applicable licenses, license exceptions, notification requirements, registrations and approvals required pursuant to the Customs and International Trade Laws for the lawful export, deemed export, re-export, deemed re-export transfer or import of goods, software, technology, technical data and services;

“Customs and International Trade Laws” means all applicable import, customs and trade, export and anti-boycott laws, including (a) the laws, regulations, and programs administered or enforced by U.S. Customs and Border Protection, U.S. Immigration and Customs Enforcement, the U.S. Department of Commerce, the U.S. International Trade Commission, the U.S. Department of State, and their predecessor agencies, and (b) the anti-boycott laws and regulations administered by the U.S. Department of the Treasury;

“Deferred IPO Fees” means the amounts of deferred underwriting fees and deferred advisory fees payable in connection with the IPO that are payable upon consummation of the Business Combination;

“Disclosure Letter” means, as applicable, the Company Disclosure Letter and the XPAC Disclosure Letter;

“DTC” means the Depository Trust Company;

“Environmental Law” means any federal, state, local or foreign law, regulation, order, decree, permit, authorization, opinion, common law or agency requirement relating to (a) the protection, investigation or restoration of the environment, health and safety (concerning exposure to Hazardous Substances), or natural resources, (b) the handling, use, presence, disposal, release or threatened release of any Hazardous Substance, or (c) noise, odor, wetlands, pollution, contamination or any injury or threat of injury to persons or property;

“Environmental Licenses” means all franchises, approvals, permits, consents, qualifications, certifications, authorizations, licenses, orders, registrations, certificates, variances or other similar permits, rights and all pending applications therefor from or with the relevant Governmental Authority required to operate the business of any of the Group Companies, as conducted by the Group Companies, in accordance with applicable Environmental Law;

“Equity Securities” means, with respect to any Person, any capital stock, equity interests, membership interests, partnership interests or registered capital, joint venture or other ownership interests in such person and any options, warrants or other securities (for the avoidance of doubt, including debt securities) that are directly or indirectly convertible into, or exercisable or exchangeable for, such capital stock, equity interests, membership interests, partnership interests or registered capital, joint venture or other ownership interests (whether or not such derivative securities are issued by such Person);

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended;

“ERISA Affiliate” of any entity means each entity that is or was at any time treated as a single employer with such entity for purposes of Section 4001(b)(1) of ERISA or Section 414 of the Code;

“Event” means any event, state of facts, development, change, circumstance, occurrence or effect;

“Exchange Act” means the Securities Exchange Act of 1934, as amended;

“Excluded Appointee” means a Person that is a director, officer, employee, greater than 10% shareholder or greater than 10% partner, of an Excluded Person;

“Excluded Person” means a Person that is either (a) a Prohibited Person, or (b) a Person engaged, directly or indirectly, in the business of biotechnology that develops, produces or sells solutions for (i) agrobusiness (including, without limitation, the consumer, business and commercial markets), (ii) the oil and gas industry, (iii) the treatment of effluent or waste products, and/or (iv) the bioremediation of soil, provided that this paragraph (b) shall not include any private equity fund, venture capital fund, investment fund, institutional investor, sovereign wealth fund or other financial investor that, taken together with its Affiliates, holds less than twenty percent of the equity of any Person referred to in this paragraph (b);

“Existing Company Shareholders” means each of the Company Shareholders on the date of this Agreement;

“Forfeiting Net Vested Holder” means an April 2021 Forfeiting Net Vested Holder or a September 2021 Forfeiting Net Vested Holder;

“Forfeiture Event” means, with respect to any Person, the occurrence of any of the following events: (a) the Termination with Cause of such Person; (b) resignation by such Person from their position (including as an employee, officer, director, manager, consultant or member of any committee or council) in the Company or in PubCo or any of their respective Subsidiaries from time to time which results in the permanent severance of such Person’s employment relationship with the Company, PubCo or any of their respective Subsidiaries; or (c) the commencement or existence of any employment, position, interest or any other type of relationship (including as a partner, shareholder, officer, director, manager, consultant or member of any committee or council) by such Person of, with or for a Competitor Company;

“Founder” means each of (a) Luiz Augusto Chacon de Freitas Filho, (b) any Company Shareholder beneficially owned by Luiz Augusto Chacon de Freitas Filho, directly or indirectly, including their respective Shareholder Entities, and (c) any Permitted Transferee (as defined in the PubCo Articles of Association);

“Founder Shares” means the Company Exchangeable Securities held by the Founder immediately prior to the Pre-Closing Exchange; provided, that, to the extent that any Company Exchangeable Securities are held by a Company Shareholder that is not directly or indirectly wholly owned by Luiz Augusto Chacon de Freitas Filho, then only a proportional amount of Company Exchangeable Securities held by such Company Shareholder corresponding to Luiz Augusto Chacon de Freitas Filho’s direct or indirect beneficial ownership percentage shall be deemed to constitute Founder Shares (such proportion of beneficial ownership being set forth in Schedule B to the Investment Agreement);

“Fully Diluted Basis” means, in relation to the Company, (a) all Company Shares issued and outstanding as of the relevant date, and (b) the maximum number of Company Shares issuable upon exercise of any options, warrants or other convertible or exchangeable securities, instruments or other similar obligations outstanding or in existence as of the relevant date;

“GAAP” means generally accepted accounting principles in the United States as in effect from time to time;

“Government Official” means any officer, cadre, civil servant, employee or any other person acting in an official capacity for any Governmental Authority (including any political party or official thereof), or to any candidate for political office;

“Governmental Authority” means the government of any nation, province, state, city, locality or other political subdivision of any thereof, any entity exercising executive, legislative, judicial, regulatory, taxing or administrative functions of or pertaining to government, regulation or compliance, or any arbitrator or arbitral body;

“Governmental Order” means any applicable order, ruling, decision, verdict, decree, writ, subpoena, mandate, precept, command, directive, consent, approval, award, judgment, injunction or other similar determination or finding by, before or under the supervision of any Governmental Authority;

“Group Companies” means the Company and its Subsidiaries;

“Hazardous Substances” means any pollutant or contaminant or any toxic, radioactive, ignitable, corrosive, reactive or otherwise hazardous substance, waste or material, including petroleum, its derivatives, by-products and other hydrocarbons, and any other substance, waste or material regulated as a pollutant or otherwise as “hazardous”, the subject of or which could give rise to Liability under any applicable Law pertaining to the environment;

“IFRS” means the International Financial Reporting Standards issued by the International Accounting Standards Board, as in effect from time to time;

“Indebtedness” means, with respect to any Person, without duplication, any obligations, contingent or otherwise, in respect of (a) the principal of and premium (if any) in respect of all indebtedness for borrowed money, including accrued interest and any per diem interest accruals, (b) any obligations as lessee under capitalized lease obligations under IFRS, (c) amounts drawn (including any accrued and unpaid interest) on letters of credit, bank guarantees, bankers’ acceptances and other similar instruments (solely to the extent such amounts have actually been drawn), (d) the principal of and premium (if any) in respect of obligations evidenced by bonds, debentures, notes and similar instruments, (e) the termination value of interest rate protection agreements and currency obligation swaps, hedges or similar arrangements (without duplication of other indebtedness supported or guaranteed thereby), (f) the principal component of all obligations to pay the deferred and unpaid purchase price of property and equipment which have been delivered, including “earn outs” and “seller notes” but excluding payables arising in the Ordinary Course, (g) breakage costs, prepayment or early termination premiums, penalties, or other fees or expenses payable as a result of the consummation of the Transactions in respect of any of the items in the foregoing clauses (a) through (f), and (h) all Indebtedness of another Person referred to in clauses (a) through (g) above guaranteed directly or indirectly, jointly or severally; provided, for the avoidance of doubt, that Receivables Financing shall not be deemed to constitute Indebtedness to the extent that such Receivables Financing would not be classified and accounted for as loans and borrowings of the Company on a consolidated basis as determined in accordance with IFRS (including as a result of applicable insurance policies in place with respect to any portion of the Receivables Financing to which the creditor has recourse against any Group Company);

“Independent Auditors” means Grant Thornton Brasil Ltda.;

“Independent Director” means an individual to serve on the PubCo Board and the audit committee of PubCo who is “independent” as determined in accordance with the U.S. rules and regulations applicable to audit committee members (including the applicable rules of Nasdaq);

“Initial Merger Consideration” means the sum of all PubCo Class A Ordinary Shares receivable by XPAC Shareholders pursuant to Section ‎2.2(e)(ii);

“Intellectual Property” means all rights, title and interest in or relating to intellectual property throughout the world, whether protected, created or arising under the laws of the United States or any other jurisdiction, including: (a) all Patents; (b) all Copyrights; (c) all Trademarks; (d) all Internet domain names and social media identifiers and accounts; (e) all Trade Secrets; (f) all moral and economic rights of authors and inventors, however denominated, rights of publicity and privacy, and database rights; (g) all applications and registrations, and any renewals, extensions and reversions, of any of the foregoing; and (h) all other intellectual property rights or proprietary rights;

“Investment Agreement” means the Investment Agreement substantially in the form attached hereto as Exhibit M to be entered into on the Business Day immediately following the date hereof by and among the Company and certain Company Shareholders collectively representing no less than ninety-five percent (95%) of the Company Shares outstanding (on a Fully Diluted Basis) both (i) on the date of the Investment Agreement, and (ii) immediately prior to the Pre-Closing Exchange;

“Investment Company Act” means the Investment Company Act of 1940;

“IPCA Rate” means the Broad National Consumer Price Index (Índice de Preços ao Consumidor – Amplo), released by the Brazilian Institute of Geography and Statistics—IBGE and, in its absence, another official index that replaces it;

“JOBS Act” means the Jumpstart Our Business Startups Act of 2012;

“Knowledge of the Company” or any similar expression means the actual knowledge of Luiz Augusto Chacon de Freitas Filho, Mozart Soares Fogaça Junior, Giuliano Pauli and Wilson Ernesto da Silva;

“Knowledge of XPAC” or any similar expression means the actual knowledge of Chu Kong, Guilherme Teixeira and Fabio Kann;

“Law” means any statute, law, ordinance, rule, regulation or Governmental Order, in each case, of any Governmental Authority, or any provisions or interpretations of the foregoing, including general principles of common and civil law and equity, including any term of commitment (termo de compromisso), term of adjustment of conduct (termo de ajustamento de conduta) or similar agreement entered into with any Governmental Authority;

“Leased Real Property” means any real property subject to a Company Lease;

“Liabilities” means debts, liabilities and obligations (including Taxes), whether accrued or fixed, absolute or contingent, matured or unmatured, deferred or actual, determined or determinable, known or unknown, including those arising under any Law, Action or Governmental Order and those arising under any Contract;

“Licensed Intellectual Property” means all Intellectual Property that any third party Person owns and that any Group Company uses or has the right to use pursuant to a written license or sublicense;

“Material Contracts” means, collectively, each Company Contract that:

(a)            involves (i) indebtedness for borrowed money, or (ii) other extension of credit, a guaranty, surety or assumption of any obligation or any secondary or contingent Liabilities, deed of trust, or the grant of a Security Interest, in each case, with an amount higher than $5,000,000 (or its equivalent in any other currency);

(b)            involves obligations or expected obligations (contingent or otherwise), payments or revenues in excess of $5,000,000 (or its equivalent in any other currency) in the next 12 months after the date of this Agreement;

(c)            is with (i) a top 10 customer of the Group Companies (together, the “Material Customers”) as measured by amounts received by the Group Companies on a consolidated basis for the year ended December 31, 2021, and (ii) a top 10 supplier of the Group Companies as measured by amounts paid by the Group Companies on a consolidated basis for the year ended December 31, 2021 (together, the “Material Suppliers”), in each case, involving a purchase price, payments or revenues in excess of $1,000,000 (or its equivalent in any other currency) (other than purchase or service orders accepted, confirmed or entered into in the Ordinary Course);

(d)            involves the establishment, contribution to, or operation of a partnership, joint venture, alliance or similar entity, or involving a sharing of profits or losses (including joint development and joint marketing Contracts), or any investment in, loan to or acquisition or sale of the securities, Equity Securities or assets of any person, involving payments in excess of $5,000,000 (or its equivalent in any other currency);

(e)            involves the lease, license, sale, use, disposition or acquisition of a business or assets constituting a business involving purchase price, payments or revenues in excess of $5,000,000 (or its equivalent in any other currency);

(f)            involves the ownership or lease of, title to, use of, or any leasehold or other interest in, any personal property (except for personal property leases in the Ordinary Course and involving payments of less than $1,000,000 in the last 12 months prior to the date of this Agreement or expected payments of less than $1,000,000 in the next 12 months after the date of this Agreement) (in each case, or its equivalent in any other currency);

(g)            involves the waiver, compromise, or settlement of any Action with an amount higher than $1,000,000 (or its equivalent in any other currency);

(h)            is a labor agreement, collective bargaining agreement or any other labor-related agreements or arrangements with a Union; and

(i)            is with a Company Related Party involving payments of an amount (when aggregated with any other payments payable to such Company Related Party under Company Contracts) higher than $500,000 per annum (or its equivalent in any other currency);

“Nasdaq” means the Nasdaq Capital Market;

“NDA” means the Non-Disclosure Agreement, dated as of August 6, 2021, entered into between XPAC and the Company;

“Net Vested Option Shares” shall have the meaning set forth in Section ‎2.4(a)(ii);

“Newco Approvals” shall mean (i) the unanimous approval of the board of directors of Newco which will (a) approve this Agreement, the Pre-Closing Exchange, the Acquisition Merger, the Transaction Documents to which it is a party and the other transactions contemplated by this Agreement and the agreements entered into in connection herewith and has deemed this Agreement advisable and (b) determine to recommend that the Newco Shareholders vote to approve the Plan of Acquisition Merger and such other actions as contemplated by this Agreement and (ii) the approval by the Newco Shareholders of the Acquisition Merger and such other actions as contemplated by this Agreement in accordance with the memorandum and articles of association of Newco;

“Newco Articles of Association” means the Articles of Association of Newco in the form attached hereto as Exhibit F;

“Newco Class A Shares” means Class A ordinary shares of Newco, as provided for in the Newco Articles of Association;

“Newco Class B Shares” means Class B ordinary shares of Newco, as provided for in the Newco Articles of Association;

“Newco Joinder Date” means the date on which Newco enters into the Newco Joinder Agreement and joins as a party to this Agreement pursuant to Section ‎2.1(a)(iii);

“Newco Shares” means, collectively, the Newco Class A Shares and Newco Class B Shares;

“Newco Shareholder” means any holder of any Newco Shares;

“Open Source Software” means any Software that contains, or is derived in any manner (in whole or in part) from any Software distributed (a) as “free software”, (b) as “open source software” or pursuant to any license identified as an “open source license” by the Open Source Initiative (www.opensource.org/licenses) or other license that substantially conforms to the Open Source Definition (opensource.org/osd), or (c) under a license that requires that any software be (i) made available or distributed in source code form, (ii) licensed for the purpose of making derivative works, (iii) licensed under terms that allow reverse engineering, reverse assembly or disassembly of any kind, or (iv) redistributable at no charge;

“Option Exchange Ratio” means the quotient obtained by dividing (a) the Per Option Conversion Value by (b) $10.00;

“Option Purchase Price” shall mean the amount previously paid by the Company Optionholder at the time of the grant of the Company Option;

“Ordinary Course” means, with respect to an action taken or refrained from being taken by a Person, that such action or omission is taken in the ordinary course of the normal day-to-day operations of such Person taking into consideration the Company’s past practices and the recent growth in the Company’s business, including its results of operations, financial condition and prospects in the relevant period, and including any reasonable actions taken or refrained from being taken in good faith in response to COVID-19, any COVID-19 Measures or any change in such COVID-19 Measures whether taken prior to or following the date of this Agreement; provided that any such actions or COVID-19 Measures are either consistent with recent past practice in response to COVID-19 or are taken in good faith;

“Organizational Documents” means, with respect to any Person, its certificate of incorporation and bylaws, memorandum and articles of association or similar organizational documents, in each case, as amended;

“Outstanding Newco Shares” means the Newco Shares outstanding immediately prior to the Acquisition Closing Date (after giving effect to the Pre-Closing Exchange) and (b) the Net Vested Option Shares;

“Owned Intellectual Property” means all Intellectual Property owned or purported to be owned by any of the Group Companies;

“Patents” means any and all patents and patent applications, provisional patent applications, patent cooperation treaty applications and similar filings and any and all substitutions, divisions, continuations, continuations-in-part, reissues, renewals, extensions, reexaminations, patents of addition, supplementary protection certificates, utility models, inventors’ certificates, or the like and any foreign equivalents of the foregoing (including certificates of invention and any applications therefor);

“PCAOB” means the Public Company Accounting Oversight Board;

“Per Share Merger Equity Consideration Value” means an amount in dollars equal to (a) the Acquisition Closing Equity Value divided by (b) the number of Outstanding Newco Shares; provided that, solely for purposes of calculating the Per Share Merger Equity Consideration Value, the number of Outstanding Newco Shares shall be determined as of immediately prior to the Acquisition Closing Date (but in all events, after giving effect to the net exercise of Vested Company Options contemplated by Section ‎2.4(a)(ii));

“Permitted Encumbrance” means (a) Security Interests for Taxes, assessments and governmental charges or levies not yet due and payable or that are being contested in good faith by appropriate proceedings and for which adequate reserves have been established in accordance with IFRS; (b) mechanics’, carriers’, workmen’s, repairmen’s, materialmen’s or other Security Interests arising or incurred in the Ordinary Course in respect of amounts that are not yet due and payable; (c) rights of any third parties that are party to or hold an interest in any Contract to which any Group Company is a party; (d) defects or imperfections of title, easements, encroachments, covenants, rights-of-way, conditions, matters that would be apparent from a physical inspection or current, accurate survey of such real property, restrictions and other similar charges or Security Interests that do not materially interfere with the present use of the Leased Real Property, (e) with respect to any Leased Real Property (i) the interests and rights of the respective lessors with respect thereto, including any statutory landlord liens and any Security Interests thereon, (ii) any Security Interests permitted under the Company Leases, and (iii) any Security Interests encumbering the real property of which the Leased Real Property is a part, (iv) zoning, building, entitlement and other land use and environmental regulations promulgated by any Governmental Authority that do not materially interfere with the current use of the Leased Real Property, (f) licenses of Intellectual Property entered into in the Ordinary Course, (g) Ordinary Course purchase money Security Interests and Security Interests securing rental payments under operating or capital lease arrangements for amounts not yet due or payable, (h) other Security Interests arising in the Ordinary Course and not incurred in connection with the borrowing of money and on a basis consistent with past practice in connection with workers’ compensation, unemployment insurance or other types of social security, (i) reversionary rights in favor of landlords under any Company Leases with respect to any of the buildings or other improvements owned by any Group Company (j) any other Security Interests that have been incurred or suffered in the Ordinary Course and do not materially impair the existing use of the property affected by such Security Interest, and (k) any Security Interest disclosed in Section ‎1.1(b) of the Company Disclosure Letter;

“Permitted Indebtedness” means the incurrence by any of the Group Companies of Indebtedness, in a single transaction or in a series of transactions, in any amount such that the Company Consolidated Net Debt as of the date of this Agreement (as set forth on Section ‎1.1(c) of the Company Disclosure Letter) shall not have increased by more than R$200,000,000 immediately following such incurrence, after taking into account the repayment of any other existing Indebtedness within seven (7) days following such incurrence);

“Person” means any individual, firm, corporation, partnership, limited liability company, incorporated or unincorporated association, trust, estate, joint venture, joint stock company, Governmental Authority or instrumentality or other entity of any kind;

“Personal Information” means, in addition to any definition for such term or for any similar term (e.g., “personally identifiable information”, “sensitive personal data” or “PII”) provided by applicable Law, or by the Group Companies in any of its applicable privacy policies, notices or Contracts, all information that identifies or could be used to identify, contact or track an individual person or device, whether or not such information is associated with an identifiable individual. “Personal Information” may relate to any individual, including a current, prospective, or former customer, end user or employee of any Person, and includes applicable information in any form or media, whether paper, electronic, or otherwise;

“PIPE Gross Proceeds” means the gross proceeds (prior to the payment of any commissions, fees or expenses in respect thereof) from any PIPE Investments and any Additional Permitted Financings;

“Plan of Acquisition Merger” means the plan and agreement of merger between Merger Sub 2 and Newco substantially in the form attached hereto as Exhibit H and any amendment or variation thereto made in accordance with the provisions of the Cayman Act with the consent of XPAC and the Company;

“Plan of Initial Merger” means the plan and agreement of merger between XPAC and Merger Sub 1 substantially in the form attached hereto as Exhibit G and any amendment or variation thereto made in accordance with the provisions of the Cayman Act with the consent of XPAC and the Company;

“Post-Redemption Trust Account Balance” means the aggregate amount of cash contained in the Trust Account immediately prior to the Acquisition Closing (including any interest earned on the funds held in the Trust Account, but net of Taxes payable thereon) minus all amounts payable to XPAC Shareholders pursuant to XPAC Share Redemptions (but, for the avoidance of doubt, prior to the payment of the Deferred IPO Fees);

“Pre-Transaction Trust Account Balance” means the amount that was on deposit in the Trust Account (including any interest earned on the funds held in the Trust Account, but net of Taxes payable thereon and not previously released to XPAC to pay its taxes) (calculated as of two Business Days prior to the Acquisition Closing, for the avoidance of doubt, prior to giving effect to any payments pursuant to the XPAC Share Redemptions);

“Privacy Laws” means any and all applicable Laws and generally adopted self-regulatory guidelines (including of any applicable jurisdiction) to the extent relating to the receipt, collection, compilation, use, storage, Processing, sharing, safeguarding, security (both technical and physical), disposal, destruction, disclosure or transfer (including cross-border) of Personal Information, including, to the extent applicable, the Federal Trade Commission Act, the California Consumer Privacy Act of 2018, the General Data Protection Regulation, Regulation 2016/679/EU on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (GDPR), Brazilian Data Protection Law (LGPD) and any and all applicable Laws relating to breach notification in connection with Personal Information;

“Process” or “Processing” means, with respect to Personal Information, the use, collection, creation, processing, receipt, storage, recording, organization, structuring, adaption, alteration, transfer, retrieval, consultation, disclosure, dissemination, making available, alignment, combination, restriction, erasure or destruction of such Personal Information;

“Prohibited Person” means any Person that is (a) organized under the laws of, or ordinarily resident or located in, any U.S. embargoed or restricted country (which, as of the date of this Agreement, consists of Cuba, Iran, North Korea, Syria and the Crimea region of Ukraine), (b) included on any Sanctions-related list of blocked or designated parties (including the U.S. Department of Treasury’s Specially Designated Nationals and Blocked Persons List, Specially Designated Narcotics Traffickers List, Specially Designated Terrorists List, Specially Designated Global Terrorists List, or the Annex to Executive Order No. 13224; or any list of blocked Persons subject to sanctions issued by the United Nations Security Council, Office of Financial Sanctions Implementation or HM Treasury of the United Kingdom, the European Commission, the European Union and/or any member state of the European Union), (c) owned fifty percent or more, directly or indirectly, or controlled by a Person included on any Sanctions-related list of blocked or designated parties, as described in clause (b) above, or (d) is a Person acting in his or her official capacity as a director, officer, employee, or agent of a Person included on any Sanctions-related list of blocked or designated parties, as described in clause (b) above;

“Proxy Statement” means the proxy statement forming part of the Proxy/Registration Statement filed with, or confidentially submitted to, the SEC, with respect to the XPAC Shareholders’ Meeting and the Transactions, to be used for the purpose of soliciting proxies from XPAC Shareholders to approve the Transaction Proposals, as amended or supplemented from time to time;

“PubCo Class A Ordinary Shares” means Class A ordinary shares of PubCo, as provided for in the PubCo Articles of Association;

“PubCo Class B Ordinary Shares” means Class B ordinary shares of PubCo, as provided for in the PubCo Articles of Association;

“PubCo Ordinary Shares” means, collectively, PubCo Class A Ordinary Shares and PubCo Class B Ordinary Shares;

“Receivables Financing” means any obligation evidenced by agribusiness receivables certificates (certificados de recebíveis do agronegócio) or any other similar instruments issued in the Ordinary Course in connection with a transaction or series of transactions involving the sale or discount of receivables on a non-recourse basis against the Company, or on a basis where recourse against the Company is limited to a maximum of 15% of the principal amount under such instruments;

“Relevant Amount” means (a) the Post-Redemption Trust Account Balance, plus (b) the PIPE Gross Proceeds;

“Representatives” of a Person means, collectively, officers, directors, employees, accountants, consultants, legal counsel, agents and other representatives of such Person or its Affiliates;

“Required Governmental Authorization” means all material franchises, approvals, permits, consents, qualifications, certifications, authorizations, licenses, orders, registrations, certificates, variances or other similar permits, rights and all pending applications therefor from or with the relevant Governmental Authority required to operate the business of any of the Group Companies, as currently conducted, in accordance with applicable Law;

“Restricted Cash” means any cash that cannot be freely used by any Group Companies under applicable Law or any Contract, including as a result of restrictions on dividends or repatriation to Brazil;

“Rural Land” means any land (a) situated within a rural zone under the applicable zoning Law, or (b) listed or enrolled as being rural with any Governmental Authority;

“Sanctions” means those trade, economic and financial sanctions laws, regulations, embargoes, and restrictive measures (in each case having the force of law) administered, enacted or enforced from time to time by (a) the United States (including the U.S. Department of Treasury’s Specially Designated Nationals and Blocked Persons List, Specially Designated Narcotics Traffickers List, or Specially Designated Terrorists List, Specially Designated Global Terrorists List, or the Annex to Executive Order No. 13224), (b) the European Commission and/or European Union and enforced by its member states, (c) the United Nations Security Council, and (d) Office of Financial Sanctions Implementation or Her Majesty’s Treasury of the United Kingdom, to the extent any of the same may lawfully be included within this definition pursuant to the provisions of the European Union's Council Regulation (EC) No 2271/96 of 22 November 1996 protecting against the effects of the extra-territorial application of legislation adopted by a third country and Council Regulation (EC) No 2271/96, including as part of United Kingdom domestic law by virtue of the European Union (Withdrawal) Act 2018 and as amended by the Protecting against the Effects of the Extraterritorial Application of Third Country Legislation (Amendment) (EU Exit) Regulations 2020;

“Sarbanes-Oxley Act” means the Sarbanes-Oxley Act of 2002;

“SEC” means the United States Securities and Exchange Commission;

“Securities Act” means the Securities Act of 1933;

“Security Interest” means (a) any mortgage, charge (whether fixed or floating), pledge, lien, hypothecation, assignment, deed of trust, title retention, security interest or other similar encumbrance of any kind, including any right granted by a transaction which, in legal terms, is not the granting of security but which has an economic or financial effect similar to the granting of security under applicable Law, (b) any proxy, voting trust agreement, option or transfer restriction in favor of any Person, and (c) any adverse Action as to title, possession or use, except for any of the foregoing referred to in clauses (a), (b), or (c) above created by or arising under any Transaction Document, applicable Law or otherwise arising by statutes;

“September 2021 Company ESOP” means the Company’s equity incentive compensation arrangement adopted on September 13, 2021, to be amended within twenty (20) days following the execution and delivery of this Agreement in connection with the Company Shareholder Approval to enable the Company to carry out the transactions contemplated by this Agreement and the other Transaction Documents (the “September 2021 Company ESOP Amendments”);

“September 2021 Forfeiting Net Vested Holder” means a Person who, at the Acquisition Effective Time, was a holder of PubCo Shares that were originally issued as Net Vested PubCo Shares issued in respect of the September 2021 Company ESOP pursuant to Section ‎2.4(a)(ii) in respect of whom a Forfeiture Event has occurred during the Forfeiture Period;

“Share Exchange Ratio” means the quotient obtained by dividing (a) the Per Share Merger Equity Consideration Value by (b) $10.00;

“Shareholder Merger Consideration” means the Initial Merger Consideration and the Acquisition Merger Consideration, as applicable;

“Shortfall” means the Pre-Transaction Trust Account Balance minus the Relevant Amount; provided that if the foregoing calculation results in a negative value, then the Shortfall shall be zero;

“Social Insurance” means any form of social insurance or social contribution required under applicable Law, including social security, employment, unemployment or employee insurance, workmen’s compensation and medical insurance, and any contribution payable therewith to any Governmental Authority or social welfare organization;

“Software” means any and all computer programs (whether in source code, object code, human readable form or other form), applications, algorithms, user interfaces, firmware, development tools, templates and menus, and all documentation, including user manuals and training materials, to the extent related to any of the foregoing;

“Sponsor Final Promote Amount” means (a) $54,902,830, minus (b) the Sponsor Promote Forfeiture Amount.

“Sponsor Promote Forfeiture Amount” means (a) $54,902,830, multiplied by (b) the Sponsor Shortfall Percentage.

“Sponsor Shortfall Percentage” means the percentage obtained by dividing the Shortfall by the Pre-Transaction Trust Account Balance;

“Subsidiary” means, with respect to a Person, any partnership, limited liability company, corporation or other business entity of which (a) if a corporation, a majority of the total voting power of share capital or shares of capital stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers, or trustees thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof, (b) if a partnership, limited liability company or other business entity, a majority of the partnership or other similar ownership interests thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more Subsidiaries of that Person or a combination thereof, or (c) in any case, such Person controls the management thereof;

“Tax” or “Taxes” means all federal, state, local, foreign or other taxes imposed by any Governmental Authority, including all income, gross receipts, license, payroll, employment, excise, severance, stamp, occupation, premium, windfall profits, environmental, customs duties, capital stock, ad valorem, value added, inventory, franchise, profits, withholding, social security (or similar), unemployment, disability, real property, personal property, sales, use, transfer, registration, alternative or add-on minimum, or estimated taxes, and including any interest, penalty, or addition thereto;

“Tax Returns” means, in any jurisdiction, all federal, state, local, provincial and municipal returns, declarations, computations, notices, statements, claims, reports, schedules, forms and information returns, including any attachment thereto or amendment thereof, required or permitted to be supplied to, or filed with, a Governmental Authority with respect to Taxes;

“Temasek Parties” means, collectively, Sommerville, Orjen and any of their respective Affiliates;

“Termination with Cause” shall have the meaning given to the term “Desligamento por Justa Causa” under (a) the terms of the April 2021 Company ESOP as in effect on the date of this Agreement (in respect of an April 2021 Forfeiting Net Vested Holder) or (b) the terms of the September 2021 Company ESOP as in effect on the date of this Agreement (in respect of a September 2021 Forfeiting Net Vested Holder);

“Trade Secrets” means any and all trade secrets and rights in technology, discoveries and improvements, inventions (whether or not patentable), Software, know-how, proprietary rights, formulae, confidential and proprietary information, technical information, techniques, inventions (including conceptions and/or reductions to practice), databases and data, designs, drawings, procedures, processes, algorithms, models, formulations, manuals and systems, whether or not patentable or copyrightable;

“Trademarks” means any and all trademarks, service marks, trade names, business marks, service names, brand names, trade dress rights, logos, corporate names, trade styles, and other source or business identifiers and general intangibles of a like nature, together with the goodwill to the extent associated with any of the foregoing, along with all applications, registrations, renewals and extensions thereof;

“Transaction Documents” means, collectively, this Agreement, the NDA, any PIPE Subscription Agreement, any agreements relating to or instruments governing any Additional Permitted Financings, the Sponsor Support Agreement, the Voting and Support Agreement, the Investment Agreement, the Lock-up Agreement, the Registration Rights Agreement, the Assignment, Assumption and Amendment Agreement, the Newco Joinder Agreement, the Initial Merger Filing Documents, the Acquisition Merger Filing Documents and any other agreements, documents or certificates entered into or delivered pursuant hereto or thereto, and the expression “Transaction Document” means any one of them;

“Transactions” means, collectively, the Mergers and each of the other transactions contemplated by this Agreement or any of the other Transaction Documents;

“Transfer Taxes” means any transfer, documentary, sales, use, real property, stamp, registration, excise, recording, registration, value added and other similar Taxes, fees and costs (including any associated penalties and interest) payable in connection with or by reason of the execution and delivery of this Agreement and the Transactions;

“Union” means any labor union, labor organization, works council or other employee representative body;

“Unvested Company Option” shall mean each Company Option that is not a Vested Company Option;

“Vested Company Option” shall mean, as of each relevant date, each outstanding Company Option that is vested as of such date;

“Warrant Agreement” means the Warrant Agreement, dated as of July 29, 2021 by and between XPAC and CST, a New York corporation, as warrant agent;

“XP Inc.” means XP Inc., an exempted company limited by shares incorporated under the laws of the Cayman Islands;

“XPAC Accounts Date” means December 31, 2021;

“XPAC Acquisition Proposal” means (a) any, direct or indirect, acquisition, merger, domestication, reorganization, business combination, “initial business combination” under XPAC’s initial IPO prospectus or similar transaction, in one transaction or a series of transactions, involving XPAC or involving all or a material portion of the assets, Equity Securities or businesses of XPAC (whether by merger, consolidation, recapitalization, purchase or issuance of equity securities, purchase of assets, tender offer or otherwise), or (b) any equity or similar investment in XPAC or any of its controlled Affiliates (which, for the avoidance of doubt, shall exclude any PIPE Investments and any Additional Permitted Financings);

“XPAC Articles of Association” means the Amended and Restated Memorandum and Articles of Association of XPAC, as adopted by special resolution, dated July 24, 2021 and effective on July 29, 2021, as amended or restated from time to time;

“XPAC Class A Ordinary Shares” means Class A ordinary shares of XPAC, par value $0.0001 per share, as defined in the XPAC Articles of Association;

“XPAC Class B Ordinary Shares” means Class B ordinary shares of XPAC, par value $0.0001 per share, as defined in the XPAC Articles of Association;

“XPAC Expenses Cap” means $15,000,000.00;

“XPAC Material Adverse Effect” means any Event that has had, or would reasonably be expected to have, individually or in the aggregate, a material adverse effect on (a) the business, assets and liabilities, results of operations or financial condition of XPAC, or (b) the ability of XPAC to consummate the Transactions by the Outside Date; provided, however, that in no event would any of the following, alone or in combination, be deemed to constitute, or be taken into account in determining whether there has been or will be, a “XPAC Material Adverse Effect”: (i) any change in applicable Laws, GAAP, IFRS or other applicable accounting or auditing standards or any interpretation thereof following the date of this Agreement, (ii) any change in interest rates or economic, political, business or financial market conditions generally, (iii) the taking of any action expressly required to be taken under this Agreement, (iv) any natural disaster (including hurricanes, storms, tornados, flooding, earthquakes, volcanic eruptions or similar occurrences), epidemic or pandemic (including any action taken or refrained from being taken in response to COVID-19 or any COVID-19 Measures or any change in such COVID-19 Measures or interpretations following the date of this Agreement), acts of nature, change in climate or other natural or man-made disasters, (v) any acts of terrorism or war, the outbreak or escalation of hostilities, geopolitical conditions, local, national or international political conditions, riots or insurrections, whether or not pursuant to the formal declaration of a national emergency or war, (vi) any matter set forth in Section ‎1.1(b) of the XPAC Disclosure Letter, (vii) any Events that are cured by XPAC prior to the Acquisition Closing, (viii) any change in the trading price or volume of the XPAC Units, XPAC Ordinary Shares or XPAC Warrants (provided that the underlying causes of such changes referred to in this clause (viii) may be considered in determining whether there is a XPAC Material Adverse Effect except to the extent such cause is within the scope of any other exception within this definition), (ix) any actions (A) required to be taken, or required not to be taken, pursuant to the terms of this Agreement or (B) taken with the prior written consent of or at the prior written request of the Company, or (C) taken by any of the Group Companies; (x) any future pronouncements by the SEC or other U.S. federal regulators with respect to prior accounting rules generally applicable to special purpose acquisition companies and any impacts on special purpose acquisition companies directly or indirectly resulting therefrom, (xi) any worsening of the Events referred to in clauses (ii), (iv), (v), (vi) or (x) to the extent existing as of the date of this Agreement, or (xii) any contemporaneous or future pronouncements by the SEC or other U.S. federal regulators with respect to prior accounting rules generally applicable to special purpose acquisition companies or target companies engaged in business combinations with special purpose acquisition companies and any impacts on such transactions directly or indirectly resulting therefrom; provided, however, that in the case of each of clauses (ii), (iv), (v), (vi) and (x), any such Event to the extent it disproportionately affects XPAC relative to other special purpose acquisition companies shall not be excluded from the determination of whether there has been, or would reasonably be expected to be, a XPAC Material Adverse Effect. Notwithstanding the foregoing, with respect to XPAC, the amount of XPAC Share Redemptions or the failure to obtain XPAC Shareholders’ Approval shall not be deemed to be a XPAC Material Adverse Effect;

“XPAC Ordinary Shares” means, collectively, XPAC Class A Ordinary Shares and XPAC Class B Ordinary Shares;

“XPAC Preference Shares” means preference shares of XPAC, par value $0.0001 per share, as defined in the XPAC Articles of Association;

“XPAC Related Party” means (a) any member, shareholder or equity interest holder who, together with its affiliates (as defined in Rule 405 under the Securities Act), directly or indirectly holds no less than 5% of the total outstanding share capital of XPAC, and (b) any director or executive officer of XPAC;

“XPAC Securities” means, collectively, the XPAC Shares, the XPAC Warrants and the XPAC Units;

“XPAC Share Redemption” means the election of an eligible (as determined in accordance with the XPAC Articles of Association) holder of XPAC Ordinary Shares to redeem all or a portion of the XPAC Ordinary Shares held by such holder at a per-share redemption price, payable in cash, equal to a pro rata share of the aggregate amount then on deposit in the Trust Account (calculated as of two Business Days prior to the Acquisition Closing) (including any interest earned on the funds held in the Trust Account, but net of Taxes payable thereon and not previously released to XPAC to pay its taxes) (as determined in accordance with XPAC Articles of Association) in connection with the Transaction Proposals;

“XPAC Shareholder” means any holder of any XPAC Shares;

“XPAC Shareholders’ Approval” means (a) the requisite approval, pursuant to the XPAC Articles of Association and the Cayman Act, of the Business Combination and of this Agreement, the Plan of Initial Merger and the Initial Merger, and (b) the requisite approval, pursuant to the XPAC Articles of Association and the Cayman Act, of any other proposals as the SEC (or staff member thereof) indicates (i) are necessary in its comments to the Proxy/Registration Statement or correspondence related thereto, and (ii) are required to be approved by the shareholders of XPAC in order for the Acquisition Closing to be consummated;

“XPAC Shares” means, collectively, XPAC Class A Ordinary Shares, XPAC Class B Ordinary Shares and, if any, XPAC Preference Shares;

“XPAC Transaction Expenses” means any out-of-pocket fees and expenses paid or payable, subject to Section ‎8.1(c) and Section ‎8.2(a)(i), by XPAC or the Sponsor (whether or not billed or accrued for, but without double counting) as a result of or in connection with the negotiation, documentation and consummation of the Transactions, including (a) all fees (including Deferred IPO Fees), costs, expenses, brokerage fees, commissions (including with respect to any PIPE Investments and any Additional Permitted Financings), liabilities, shareholders’ loans (including working capital loans advanced by the Sponsor), finders’ fees and disbursements of financial advisors, investment banks, brokers, finders, data room administrators, attorneys, accountants and other advisors and service providers, and any other operational costs of XPAC or the Sponsor prior to consummation of the Transactions, (b) Transfer Taxes, and (c) any and all filing fees payable, subject to Section ‎8.1(c) and Section ‎8.2(a)(i), to the Governmental Authorities in connection with the Transactions;

“XPAC Unit” means the units issued in XPAC’s IPO or the exercise of the underwriters’ overallotment option consisting of one XPAC Class A Ordinary Share and one-third of a XPAC Warrant; and

“XPAC Warrant” means all outstanding and unexercised warrants to acquire XPAC Class A Ordinary Shares.

Section 1.2      Other Definitions.

Section 1.3      Construction.

(a)            Unless the context of this Agreement otherwise requires or unless otherwise specified, (i) words of any gender shall be construed as masculine, feminine, neuter or any other gender, as applicable; (ii) words using the singular or plural number also include the plural or singular number, respectively; (iii) the terms “hereof,” “herein,” “hereby,” “herewith,” “hereto” and derivative or similar words refer to this entire Agreement; (iv) the terms “Article” or “Section” refer to the specified Article or Section of this Agreement; (v) the terms “Schedule” or “Exhibit” refer to the specified Schedule or Exhibit of this Agreement; (vi) the words “including,” “included,” or “includes” shall mean “including, without limitation;” and shall not be construed to limit any general statement that it follows to the specific or similar items or matters immediately following it; (vii) the word “extent” in the phrase “to the extent” means the degree to which a subject or thing extends and such phrase shall not simply mean “if;” (viii) the word “or” shall be disjunctive but not exclusive; (ix) the word “will” shall be construed to have the same meaning as the word “shall”; (x) unless the context otherwise clearly indicates, each defined term used in this Agreement shall have a comparable meaning when used in its plural or singular form; (xi) words in the singular shall be held to include the plural and vice versa, and words of one gender shall be held to include the other gender as the context requires; (xii) references to “written” or “in writing” include in electronic form; and (xiii) a reference to any Person includes such Person’s predecessors, successors and permitted assigns;

(b)            Unless the context of this Agreement otherwise requires, references to statutes shall include all regulations promulgated thereunder and references to statutes or regulations shall be construed as including all statutory and regulatory provisions consolidating, amending or replacing the statute or regulation.

(c)            References to “$”, “dollar”, or “cents” are to the lawful currency of the United States of America.

(d)            References to “Brazilian real,” “Brazilian reais”, “real”, “reais”, “BRL”, or “R$” are to the lawful currency of the Federative Republic of Brazil.

(e)            Whenever this Agreement refers to a number of days or months, such number shall refer to calendar days or months unless Business Days are expressly specified. Time periods within or following which any payment is to be made or act is to be done under this Agreement shall be calculated by excluding the calendar day on which the period commences and including the calendar day on which the period ends, and by extending the period to the next following Business Day if the last calendar day of the period is not a Business Day.

(f)            All accounting terms used in this Agreement and not expressly defined in this Agreement shall have the meanings given to them under GAAP (with respect to XPAC) and IFRS (with respect to any Group Company).

(g)            Unless the context of this Agreement otherwise requires, references to the Company with respect to periods following the Acquisition Effective Time shall be construed to mean the Newco Surviving Entity and vice versa.

(h)            The table of contents and the section and other headings and subheadings contained in this Agreement and the Exhibits hereto are solely for the purpose of reference, are not part of the agreement of the parties hereto, and shall not in any way affect the meaning or interpretation of this Agreement or any Exhibit hereto.

(i)            Unless the context of this Agreement otherwise requires, references to agreements and other documents shall be deemed to include all subsequent amendments and other modifications thereto.

(j)            Capitalized terms used in the Exhibits and each Disclosure Letter and not otherwise defined therein have the meanings given to them in this Agreement.

(k)            With regard to each and every term and condition of this Agreement, the parties hereto understand and agree that the same has been mutually negotiated, prepared and drafted, and if at any time the parties hereto desire or are required to interpret or construe any such term or condition or any agreement or instrument subject hereto, no consideration shall be given to the issue of which party actually prepared, drafted or requested any term or condition of this Agreement.

(l)            For the avoidance of doubt, none of the obligations, representations, warranties, undertakings, covenants or indemnities expressed to be made or given by (a) the Company under this Agreement shall be deemed as obligations, representations, warranties, undertakings, covenants or indemnities made or given by any Company Shareholder, or (b) XPAC under this Agreement shall be deemed as obligations, representations, warranties, undertakings, covenants or indemnities made or given by the Sponsor or any other shareholder of XPAC.

Article II

TRANSACTIONS; CLOSING

Section 2.1      Pre-Closing Actions.

(a)            Newco Articles of Association; Pre-Closing Exchange and Newco Joinder Agreement. Prior to the Initial Merger, the Company shall cause the following:

(i)            Newco Approvals. Following the formation of Newco and in connection with the execution and delivery of the Newco Joinder Agreement, Newco shall obtain and deliver the Newco Approvals.

(ii)            Pre-Closing Exchange. On or prior to the Acquisition Merger:

(A)          immediately prior to the Pre-Closing Exchange (as defined below), (i) each Company Warrant then outstanding shall automatically be converted into the requisite number of Company Ordinary Shares and Company Class C Preferred Shares, pursuant to and in accordance with the terms of the Company Reorganization, and (ii) each Company Class C Preferred Share then outstanding shall automatically be converted into one Company Ordinary Share, pursuant to and in accordance with the terms of the Company Reorganization;

(B)            the Existing Company Shareholders may, but in no event shall they be required to, contribute all their the Company Exchangeable Securities into one or more newly formed exempted companies limited by shares incorporated under the laws of the Cayman Islands or British Virgin Islands, as the case may be (the “Shareholder Entities”) in exchange for newly issued shares of the Shareholder Entities in order for such Existing Company Shareholders to become the direct or indirect shareholders of such Shareholder Entities and such Shareholder Entities to become direct or indirect shareholders of the Company. For the avoidance of doubt, any Existing Company Shareholders who choose (in accordance with the Investment Agreement) not to contribute their Company Exchangeable Securities into any Shareholder Entities will nonetheless be entitled to carry out the remaining steps of the Pre-Closing Exchange applicable to them in accordance with the Investment Agreement;

(C)            the Existing Company Shareholders collectively representing no less than ninety-five percent (95%) of the Company Shares outstanding (on a Fully Diluted Basis) immediately prior to the Pre-Closing Exchange, and Shareholder Entities controlled by each of them, if any, shall contribute, transfer or otherwise convey, directly or indirectly, by way of a single transaction or a series of transactions, to Newco:

(x)            all of the Company Exchangeable Securities held by such Existing Company Shareholders and by their respective Shareholder Entities, if any, other than the Founder Shares, in exchange for newly issued Newco Class A Shares as and to the extent contemplated by the Investment Agreement;

(y)            all of the Founder Shares held by the Founder and its Shareholder Entities, if any, in exchange for newly issued Newco Class B Shares as and to the extent contemplated by the Investment Agreement;

(the foregoing series of transactions described under items (B), (C)(x) and (C)(y) above, collectively, the “Pre-Closing Exchange”) and, after immediately giving effect to the Pre-Closing Exchange, the Company shall become a direct subsidiary of Newco in which Newco owns at least ninety-five percent (95%) of the Company Shares then outstanding (on a Fully Diluted Basis);

(D)            if there shall be any Company Exchangeable Securities that are owned by the Company as treasury shares or any Company Exchangeable Securities owned by any direct or indirect subsidiary of the Company immediately prior to the Pre-Closing Exchange, such Company Exchangeable Securities shall be canceled and shall cease to exist without any conversion thereof or payment or other consideration therefor; provided, however, that Company Exchangeable Securities that are owned by the Company as treasury shares shall not be canceled and shall continue to exist with all rights, title and interests pertaining to such Company Exchangeable Securities to the extent that such Company Exchangeable Securities will be required to be held in reserve in order to issue the Net Vested Option Shares on the Acquisition Closing Date pursuant to Section ‎2.4(a)(ii); and

(E)            if there shall be any Company Exchangeable Securities that, immediately prior to the Pre-Closing Exchange, are owned by Existing Company Shareholders that have failed to, or opted not to, carry out the Pre-Closing Exchange (the “Remaining Minority Company Shareholders”), such Company Exchangeable Securities (the “Remaining Minority Company Shares”) shall not be canceled and shall continue to exist with all rights, title and interests pertaining to such Company Exchangeable Securities (so long as such Remaining Minority Company Shares shall represent no more than five percent (5%) of the Company Shares outstanding (on a Fully Diluted Basis) immediately prior to the Pre-Closing Exchange).

(iii)            Newco Joinder Agreement. As soon as practicable after the formation of Newco and in any event prior to the Initial Merger, Newco shall join as a party to this Agreement by entering into and delivering to the parties hereto the Newco Joinder Agreement.

(iv)            Newco Articles of Association. Immediately prior to the Initial Merger, Newco Articles of Association shall read in their entirety in the form attached hereto as Exhibit F and shall be the memorandum and articles of association of Newco, until thereafter amended in accordance with the terms thereof and the Cayman Act.

(b)            PubCo Name; Organizational Documents of PubCo. At the Initial Merger Effective Time, (i) PubCo shall use commercially reasonable efforts to cause its name to be changed effective as of the Acquisition Closing Date to SuperBac Corp., and (ii) PubCo’s Organizational Documents, as in effect immediately prior to the Initial Merger Effective Time, shall be amended and restated to read in their entirety in the form of the amended and restated memorandum and articles of association of PubCo attached hereto as Exhibit J (the “PubCo Articles of Association”), and, as so amended and restated, shall be the memorandum and articles of association of PubCo, until thereafter amended in accordance with the terms thereof and the Cayman Act.

Section 2.2      The Initial Merger.

(a)            Initial Merger. Subject to Section ‎2.2(b), on the date which is three Business Days after the first date on which all conditions set forth in Article ‎IX that are required hereunder to be satisfied on or prior to the Initial Closing shall have been satisfied or waived (other than those conditions that by their terms are to be satisfied at the Initial Closing, but subject to the satisfaction or waiver thereof), or at such other time or in such other manner as shall be agreed upon by XPAC and the Company in writing, the closing of the Transactions contemplated by this Agreement with respect to the Initial Merger (the “Initial Closing”) shall take place remotely by conference call and exchange of documents and signatures in accordance with Section ‎11.9. At the Initial Closing, XPAC, PubCo and Merger Sub 1 shall cause XPAC to be merged with and into Merger Sub 1, with Merger Sub 1 being the surviving company in the Initial Merger (the date and time at which the Initial Closing occurs, the “Initial Closing Date”). On the Initial Closing Date, XPAC and Merger Sub 1 shall execute and cause to be filed with the Registrar of Companies of the Cayman Islands, the Plan of Initial Merger (substantially in the form attached hereto as Exhibit H) and such other documents as may be required in accordance with the applicable provisions of the Cayman Act or by any other applicable Law to make the Initial Merger effective (collectively, the “Initial Merger Filing Documents”). The Initial Merger shall become effective on the date when the Plan of Initial Merger and the Initial Merger Filing Documents have been registered by the Registrar of Companies of the Cayman Islands or at such later time as may be agreed by Merger Sub 1 and XPAC in writing with the prior written consent of the Company and specified in the Plan of Initial Merger (the “Initial Merger Effective Time”). Promptly following the Initial Merger Effective Time, XPAC or PubCo shall deliver notices to the parties to any PIPE Subscription Agreements to cause the release of funds from escrow to PubCo, on the first Business Day following the Initial Merger Effective Time, immediately prior to Acquisition Closing (such Acquisition Closing to occur on the first Business Day following the Initial Merger Effective Time, as provided in Section ‎2.3(c)).

(b)            Notice to XPAC Shareholders Delivering Written Objection. If any XPAC Shareholder gives to XPAC, before the XPAC Shareholders’ Approval is obtained at the XPAC Shareholders’ Meeting, written objection to the Initial Merger (each, a “Written Objection”) in accordance with Section 238(2) and 238(3) of the Cayman Act:

(i)            XPAC shall, following the XPAC Shareholders’ Approval, in accordance with Section 238(4) of the Cayman Act, promptly give written notice of the authorization of the Initial Merger (the “Authorization Notice”) to each such XPAC Shareholder who has made a Written Objection; and

(ii)            unless XPAC and the Company elect by agreement in writing to waive this Section ‎2.2(b)(ii), no party shall be obligated to commence the Initial Closing, and the Plan of Initial Merger shall not be filed with the Registrar of Companies of the Cayman Islands until at least twenty (20) days shall have elapsed since the date on which the Authorization Notice is given (being the period allowed for written notice of an election to dissent under Section 238(5) of the Cayman Act, as referred to in Section 239(1) of the Cayman Act), but in any event subject to the satisfaction or waiver of all of the conditions set forth in Section ‎9.1, Section ‎9.2, and Section ‎9.3.

(c)            Effect of the Initial Merger. At and after the Initial Merger Effective Time, the Initial Merger shall have the effects set forth in this Agreement, the Plan of Initial Merger and the applicable provisions of the Cayman Act. Without limiting the generality of the foregoing, and subject thereto, at the Initial Merger Effective Time, all the property, rights, privileges, agreements, powers and franchises, Liabilities and duties of XPAC and Merger Sub 1 shall vest in and become the property, rights, privileges, agreements, powers and franchises, Liabilities and duties of Merger Sub 1 as the surviving company (including all rights and obligations with respect to the Trust Account), which shall include the assumption by Merger Sub 1 of any and all agreements, covenants, rights, duties and obligations of XPAC and Merger Sub 1 set forth in this Agreement and the other Transaction Documents to which XPAC or Merger Sub 1 is a party, and Merger Sub 1 shall thereafter exist as a wholly owned subsidiary of PubCo and the separate corporate existence of XPAC shall cease to exist.

(d)            Directors and Officers of Merger Sub 1. At the Initial Merger Effective Time, the board of directors and officers of Merger Sub 1 and XPAC shall cease to hold office, and the board of directors of Merger Sub 1 and the officers of Merger Sub 1 shall be appointed as determined by the Company, each to hold office in accordance with the memorandum and articles of association of Merger Sub 1 until they are removed or resign in accordance with the provisions thereof or until their respective successors are duly elected or appointed and qualified.

(e)            Effect of the Initial Merger on Issued Securities of XPAC and Merger Sub 1. At the Initial Merger Effective Time, by virtue of and as part of the agreed consideration for the Initial Merger and without any action on the part of any party hereto or the holders of securities of XPAC or Merger Sub 1:

(i)            XPAC Units. Each XPAC Unit outstanding immediately prior to the Initial Merger Effective Time shall be automatically detached and the holder thereof shall be deemed to hold one XPAC Class A Ordinary Share and one-third of a XPAC Warrant in accordance with the terms of the XPAC Unit.

(ii)            XPAC Ordinary Shares. Immediately following the separation of each XPAC Unit in accordance with Section ‎2.2(e)(i), and subject to Section ‎2.2(e)(iv), each (A) XPAC Class A Ordinary Share issued and outstanding immediately prior to the Initial Merger Effective Time (other than any Dissenting XPAC Shares) shall automatically be cancelled and cease to exist in exchange for the right to receive, upon delivery of the applicable Transmittal Documents in accordance with Section ‎2.6, one newly issued PubCo Class A Ordinary Share, and (B) XPAC Class B Ordinary Share issued and outstanding immediately prior to the Initial Merger Effective Time (other than any Dissenting XPAC Shares) shall automatically be cancelled and cease to exist in exchange for the right to receive, upon delivery of the applicable Transmittal Documents in accordance with Section ‎2.6, one newly issued PubCo Class A Ordinary Share. As of the Initial Merger Effective Time, each XPAC Shareholder shall cease to have any other rights in and to XPAC.

(iii)            Exchange of XPAC Warrants. Each XPAC Warrant outstanding immediately prior to the Initial Merger Effective Time shall cease to be a warrant with respect to XPAC Shares and be assumed by PubCo and converted into a warrant to purchase one PubCo Class A Ordinary Share (each, a “PubCo Warrant”). Each PubCo Warrant shall have the terms and conditions contemplated by the Assignment, Assumption and Amendment Agreement.

(iv)            XPAC Treasury Shares. Notwithstanding clause ‎(ii) above or any other provision of this Agreement to the contrary, if there are any XPAC Shares that are owned by XPAC as treasury shares or any XPAC Shares owned by any direct or indirect subsidiary of XPAC immediately prior to the Initial Merger Effective Time, such XPAC Shares shall be canceled and shall cease to exist without any conversion thereof or payment or other consideration therefor.

(v)            Merger Sub 1 Share. The Merger Sub 1 Share issued and outstanding immediately prior to the Initial Merger Effective Time shall continue existing and constitute the only issued and outstanding share in the capital of Merger Sub 1 that shall, from the Initial Merger Effective Time, be owned by PubCo.

(vi)            PubCo Shares. All PubCo Ordinary Shares that were outstanding immediately prior to the Initial Merger Effective Time (which, for the avoidance of doubt, is expected to be only the PubCo Share) shall be cancelled for no consideration.

(vii)            Dissenting XPAC Shares. Each Dissenting XPAC Share issued and outstanding immediately prior to the Initial Merger Effective Time held by a Dissenting XPAC Shareholder shall automatically be cancelled and cease to exist in accordance with Section ‎2.7(a) and shall thereafter represent only the right to be paid the fair value of such Dissenting XPAC Share and such other rights as are granted by the Cayman Act.

(f)            Subsequent Merger in the Event of Termination. In the event that following the consummation of the Initial Merger this Agreement shall have been terminated in accordance with Section ‎10.1, then immediately prior to such termination: (i) Merger Sub 1 shall merge with and into PubCo, with PubCo continuing as the surviving company in such merger (the “Subsequent Merger”), and such actions shall occur automatically without the need for action by any party hereto; (ii) the memorandum and articles of association of PubCo shall be amended and restated in its entirety to read in the form of the XPAC Articles of Association; (iii) (x) each PubCo Class A Ordinary Share that immediately prior to the Initial Merger Effective Time represented a XPAC Class A Ordinary Share shall be converted into the right to receive a Class A ordinary share of PubCo, and (y) each PubCo Class A Ordinary Share that immediately prior to the Initial Merger Effective Time represented a XPAC Class B Ordinary Share shall be converted into the right to receive a Class B ordinary share of PubCo; (iv) the directors of PubCo shall be the persons who were directors of XPAC immediately prior to the Initial Merger Effective Time; (v) each PubCo Warrant that immediately prior to the Initial Merger Effective Time (excluding any PubCo Warrants that were detached immediately prior to the Initial Merger Effective Time) was exercisable for the right to receive a XPAC Ordinary Share shall be converted into a warrant exercisable for the right to receive a corresponding ordinary share of PubCo (including any amendment necessary to the Assignment, Assumption and Amendment Agreement in order to effect the foregoing); and (vi) a plan of merger shall be filed with the registrar of the Cayman Islands in respect of the Subsequent Merger consistent with the foregoing. On or prior to the date of this Agreement, the board of directors and the sole shareholder of PubCo, and the board of directors and PubCo as sole shareholder of Merger Sub 1, have approved and adopted resolutions authorizing the Subsequent Merger. It is understood and agreed that the Company shall have no obligation, liability or responsibility with respect to any of the matters covered by this Section ‎2.2(f).

Section 2.3      The Acquisition Merger.

(a)            Closing Statement. On the fifth Business Day prior to the Acquisition Closing Date, the Company shall deliver to XPAC a statement (the “Closing Statement”) which sets forth the good faith estimate of the Company of (i) the Excess of Company Transaction Expenses as of the Acquisition Effective Time, (ii) the number of Remaining Minority Company Shares outstanding (on a Fully Diluted Basis) as of the Acquisition Effective Time, (iii) the number of Company Shares outstanding (on a Fully Diluted Basis) as of the Acquisition Effective Time, (iv) the Company Consolidated Net Debt, and (v) the calculation of the Acquisition Closing Equity Value. The Closing Statement will be prepared in accordance with (A) the definitions contained in this Agreement and (B) to the extent IFRS is not inconsistent with such definitions, IFRS (if applicable) applied in a manner consistent with the Company PCAOB Financial Statements. The Company shall, concurrently with delivery of the Closing Statement to XPAC, deliver to XPAC (x) a certificate of the Chief Executive Officer or Chief Financial Officer of the Company certifying that the amounts and figures set forth in the Closing Statement have been prepared in accordance with this Agreement, and (y) all supporting documentation used by the Company in the preparation of the Closing Statement and the calculation of the amounts set forth therein. From delivery of the Closing Statement through to the Acquisition Closing, the Company shall provide XPAC and its Representatives reasonable access to the Representatives of the Company who participated in the preparing of the Closing Statement, in each case as reasonably requested by XPAC in connection with XPAC’s review of the Closing Statement. XPAC shall be required to provide any comments on such Closing Statement no later than forty-eight (48) hours after such Closing Statement is provided by the Company, and the Company shall promptly consider in good faith the comments of XPAC to the Closing Statement and components thereof in writing. If the Company agrees, in consultation with XPAC, to make any modification to the Closing Statement requested by XPAC, then the Closing Statement as so agreed by the Company to be modified shall be deemed to be the Closing Statement for purposes of calculating the Acquisition Closing Equity Value. For the avoidance of doubt, the Closing Statement represents an estimation of the amounts set forth therein and such figures shall be calculated or determined (as the case may be) when required pursuant to the terms of this Agreement. For the avoidance of doubt, and notwithstanding anything herein or otherwise to the contrary, (i) in no event shall the Acquisition Closing be delayed or otherwise not occur as a result of (x) XPAC’s or its Representatives’ review of or comment on the Closing Statement (including if the Company agrees, in consultation with XPAC, to make changes thereto or claim that insufficient supporting documentation has been made available (other than the provision of the Closing Statement itself)), and (y) XPAC’s rejection of, or dispute related to, the Closing Statement (or any component thereof), (ii) under no circumstances shall the acceptance of the Closing Statement (or any component thereof) be a condition to the obligations of any party to this Agreement to consummate the Mergers (or any of the other Transactions), and (iii) in no event shall (x) XPAC’s review of or comment on the Closing Statement (including if the Company agrees to make changes thereto or claim that insufficient supporting documentation has been made available (other than the provision of the Closing Statement itself)), or (y) XPAC’s rejection of, or dispute related to, the Closing Statement (or any component thereof), result in any kind of post-Acquisition Closing adjustment to the Acquisition Closing Equity Value.

(b)            Financing Certificate. On the fourth Business Day prior to the Acquisition Closing Date, XPAC shall deliver to the Company written notice (the “Financing Certificate”) setting forth the good faith estimates of XPAC of: (a) the aggregate amount of cash to be contained in the Trust Account immediately prior to the Acquisition Closing (including any interest earned on the funds held in the Trust Account, but net of Taxes payable thereon); (b) the aggregate amount of cash proceeds that will be required to satisfy any exercise of the XPAC Share Redemptions (based on redemption requests received as of the Business Day prior to the date of such Financing Certificate); (c) the XPAC Transaction Costs as of the Acquisition Closing (including a breakdown of which such costs have been paid out of pocket by the Sponsor or its Affiliates and, consequently, have been fully discharged prior to the Acquisition Effective Time, and which such costs will remain as direct or indirect Liabilities of PubCo as of the Acquisition Effective Time); (d) the net amount of proceeds to PubCo upon consummation of any PIPE Investments and any Additional Permitted Financings; (e) the number of XPAC Ordinary Shares to be outstanding as of the Acquisition Closing after giving effect to the XPAC Share Redemptions and the issuance of XPAC Ordinary Shares pursuant to any PIPE Subscription Agreements and the terms of this Agreement and the Sponsor Support Agreement; (f) the Acquisition Merger Consideration; (g) the Per Option Conversion Value; and (h) the Per Share Merger Equity Consideration Value. XPAC shall also deliver to the Company (x) a certificate of the Chief Financial Officer of XPAC certifying that the amounts and figures set forth in the Financing Certificate have been prepared in accordance with this Agreement and (y) all supporting documentation used by XPAC in the preparation of the Financing Certificate and the calculation of the amounts set forth therein, including with respect to XPAC Transaction Costs. The Company and its Representatives shall have a reasonable opportunity to review and to discuss with XPAC and its Representatives the documentation provided pursuant to this Section ‎2.3(b) and any relevant books and records of XPAC. XPAC and its Representatives shall reasonably assist the Company and its Representatives in its review of the documentation. The Company shall be required to provide any comments on such Financing Certificate no later than forty-eight (48) hours after such Financing Certificate is provided by XPAC, and XPAC and its Representatives shall promptly consider in good faith the Company’s comments to the Financing Certificate and components thereof in writing, and if any adjustments are made to the Financing Certificate prior to the Acquisition Closing (with the Company’s prior written consent), such adjusted Financing Certificate shall thereafter become the Financing Certificate for all purposes of this Agreement. The Financing Certificate and the determinations contained therein shall be prepared in accordance with the applicable definitions contained in this Agreement. For the avoidance of doubt, the Financing Certificate represents an estimation of the amounts set forth therein and such figures shall be calculated or determined (as the case may be) when required pursuant to the terms of this Agreement. For the avoidance of doubt, and notwithstanding anything herein or otherwise to the contrary, (i) in no event shall the Acquisition Closing be delayed or otherwise not occur as a result of (x) the review of or comment on the Financing Certificate by the Company and its Representatives (including if XPAC agrees, in consultation with the Company, to make changes thereto or claim that insufficient supporting documentation has been made available (other than the provision of the Financing Certificate itself)), and (y) the Company’s rejection of, or dispute related to, the Financing Certificate (or any component thereof), (ii) under no circumstances shall the acceptance of the Financing Certificate (or any component thereof) be a condition to the obligations of any party to this Agreement to consummate the Mergers (or any of the other Transactions).

(c)            Acquisition Merger. On the first Business Day following the Initial Merger Effective Time and the time on which all conditions set forth in Article ‎IX that are required hereunder to be satisfied on or prior to the Acquisition Closing shall have been satisfied or waived (other than those conditions that by their terms are to be satisfied at the Acquisition Closing, but subject to the satisfaction or waiver thereof), or at such other time or in such other manner as shall be agreed upon by PubCo and the Company in writing, the closing of the Transactions contemplated by this Agreement with respect to the Acquisition Merger (the “Acquisition Closing”) shall take place remotely by conference call and exchange of documents and signatures in accordance with Section ‎11.9. At the Acquisition Closing, PubCo, the Company, Newco and Merger Sub 2 shall cause Merger Sub 2 to be merged with and into Newco, with Newco being the surviving company in the Acquisition Merger (the date and time at which the Acquisition Closing occurs, the “Acquisition Closing Date”). On the Acquisition Closing Date, upon the Acquisition Closing, Newco and Merger Sub 2 shall execute and cause to be filed with the Registrar of Companies of the Cayman Islands the Plan of Acquisition Merger (substantially in the form attached hereto as Exhibit H) and such other documents as may be required in accordance with the applicable provisions of the Cayman Act or by any other applicable Law to make the Acquisition Merger effective (the “Acquisition Merger Filing Documents”). The Acquisition Merger shall become effective on the date when the Plan of Acquisition Merger and the Acquisition Merger Filing Documents have been registered by the Registrar of Companies of the Cayman Islands or at such later time as may be agreed by PubCo (with the prior written consent of the XPAC Director and the Company), Merger Sub 2 and Newco in writing and specified in the Plan of Acquisition Merger (the “Acquisition Effective Time”).

(d)            Effect of the Acquisition Merger. At and after the Acquisition Effective Time, the Acquisition Merger shall have the effects set forth in this Agreement, the Plan of Acquisition Merger and the applicable provisions of the Cayman Act. Without limiting the generality of the foregoing, and subject thereto, at the Acquisition Effective Time, all the property, rights, privileges, agreements, powers and franchises, Liabilities and duties of Newco and Merger Sub 2 shall vest in and become the property, rights, privileges, agreements, powers and franchises, Liabilities and duties of Newco Surviving Entity as the surviving company, which shall include the assumption by Newco Surviving Entity of any and all agreements, covenants, rights, duties and obligations of Newco and Merger Sub 2 set forth in this Agreement and the other Transaction Documents to which Newco or Merger Sub 2 is a party, and the Newco Surviving Entity shall thereafter exist as a wholly owned subsidiary of PubCo and the separate corporate existence of Merger Sub 2 shall cease to exist.

(e)            Organizational Documents of the Newco Surviving Entity. At the Acquisition Effective Time, Newco’s Organizational Documents, as in effect immediately prior to the Acquisition Effective Time, shall be amended and restated to read in their entirety in the form of the amended and restated memorandum and articles of association of Newco attached hereto as Exhibit K (the “Articles of the Newco Surviving Entity”), and, as so amended and restated, shall be the memorandum and articles of association of the Newco Surviving Entity, until thereafter amended in accordance with the terms thereof and the Cayman Act.

(f)            Directors and Officers of the Newco Surviving Entity. At the Acquisition Effective Time, the board of directors and officers of Merger Sub 2 shall cease to hold office, and the board of directors of the Newco Surviving Entity and the officers of the Newco Surviving Entity shall be appointed as determined by the Company, each director and officer to hold office in accordance with the Articles of the Newco Surviving Entity until they are removed or resign in accordance with the Articles of the Newco Surviving Entity or until their respective successors are duly elected or appointed and qualified.

(g)            Effect of the Acquisition Merger on Issued Securities of Newco and Merger Sub 2. At the Acquisition Effective Time, by virtue of and as part of the agreed consideration for the Acquisition Merger and without any action on the part of any party hereto or the holders of securities of Newco or Merger Sub 2:

(i)            Newco Shares.

(A)            Each Newco Class A Share issued and outstanding following the Pre-Closing Exchange but immediately prior to the Acquisition Effective Time, other than any shares referred to in Section 2.3(g)(ii)‎, shall automatically be cancelled and cease to exist in exchange for the right to receive, upon delivery of the applicable Transmittal Documents in accordance with Section ‎2.6, such number or fraction of a newly issued PubCo Class A Ordinary Share that is equal to the Share Exchange Ratio, without interest, subject to rounding pursuant to Section ‎2.6(i).

(B)            Each Newco Class B Share issued and outstanding following the Pre-Closing Exchange but immediately prior to the Acquisition Effective Time, other than any shares referred to in Section 2.3(g)(ii)‎, shall automatically be cancelled and cease to exist in exchange for the right to receive, upon delivery of the applicable Transmittal Documents in accordance with Section ‎2.6, such number or fraction of a newly issued PubCo Class B Ordinary Share that is equal to the Share Exchange Ratio, without interest, subject to rounding pursuant to Section ‎2.6(i).

(C)            As of the Acquisition Effective Time, each Newco Shareholder and the Shareholder Entities controlled by them, if any, shall cease to have any other rights in and to Newco or the Newco Surviving Entity (other than the rights set forth in Section ‎2.6(a)).

(ii)            Treasury Shares. If there are any Newco Shares that are owned by Newco as treasury shares or any Newco Shares owned by any direct or indirect Subsidiary of Newco immediately prior to the Acquisition Effective Time, such Newco Shares shall be cancelled and shall cease to exist without any conversion thereof or payment or other consideration therefor.

(iii)            Acquisition Merger Consideration. Subject to and upon the terms and conditions of this Agreement, in consideration of the Acquisition Merger, PubCo shall issue and deliver to the Newco Shareholders the PubCo Ordinary Shares pursuant to Section ‎2.3(g)(i).

(iv)            Conversion of Merger Sub 2 Share. The Merger Sub 2 Share issued and outstanding immediately prior to the Acquisition Effective Time shall automatically be converted into one ordinary share of the Newco Surviving Entity, which ordinary share shall constitute the only issued and outstanding share in the capital of the Newco Surviving Entity.

(v)            Registration Rights Agreement. At or prior to the Acquisition Effective Time, the parties to the Registration Rights Agreement shall execute the Registration Rights Agreement.

Section 2.4      Treatment of Company Options.

(a)            Immediately prior to the Acquisition Closing Date, the Company shall convert the exercise price and the Option Purchase Price of each then-outstanding Company Option which shall be expressed in U.S. dollars using the “PTAX” conversion rate published by the Central Bank of Brazil (Banco Central do Brasil) at the close of business on the Business Day immediately prior to the date of this Agreement. On the Acquisition Closing Date:

(i)            All Unvested Company Options outstanding under the Company ESOPs immediately prior to the Acquisition Closing Date shall, automatically and without any action on the part of any Company Optionholder or beneficiary thereof, become vested and shall henceforth be deemed Vested Company Options.

(ii)            All Vested Company Options outstanding immediately prior to the Acquisition Closing Date (including all Company Options that have become Vested Company Options pursuant to Section ‎2.4(a)(i) above) shall, automatically and without any action on the part of any Company Optionholder or beneficiary thereof, be “net exercised” in full immediately prior to the Acquisition Closing Date, pursuant to which (A) the Company will withhold a number of Company Shares issuable upon such exercise in order to satisfy the exercise price applicable to such Vested Company Options, based on a price per Company Share equal to the Per Option Conversion Value, and (B) on the Acquisition Closing Date, such net number of Company Shares issuable to the Company Optionholder (after giving effect to clause (A) above) (the “Net Vested Option Shares”) shall be converted into a number of PubCo Class A Ordinary Shares (the “Net Vested PubCo Shares”) determined by multiplying (1) such number of Net Vested Option Shares by (2) the Option Exchange Ratio, rounded to the nearest whole share. For the avoidance of doubt, (i) the rounding of any shares pursuant to this Section ‎2.4(a)(ii) shall be determined on an award-by-award basis and (ii) the number of Net Vested Option Shares with respect to any applicable award of Vested Company Options will be determined (on an award-by-award basis) as follows: (I) first, the aggregate exercise price of the applicable award of Vested Company Options will be determined by multiplying the aggregate number of Company Shares issuable pursuant to such award of Vested Company Options by the exercise price per Company Share applicable to each such Vested Company Option thereunder (the “Aggregate Exercise Price”), (II) then the number of Company Shares required to satisfy the Aggregate Exercise Price applicable to such award of Vested Company Options will be determined by dividing the Aggregate Exercise Price of such award of Vested Company Options by the Per Option Conversion Value (for these purposes, “Per Option Conversion Value” will be calculated as the quotient of (a) (x) the Acquisition Closing Equity Value plus (y) the aggregate per share exercise price with respect to all Vested Company Options outstanding immediately prior to the Acquisition Closing Date, as if such Vested Company Options were exercised in full immediately prior to the Acquisition Closing (without giving effect to “net exercise” under this Section ‎2.4(a)(ii)) divided by (b) the sum of (x) the number of the Newco Shares outstanding immediately prior to the Acquisition Closing Date (after giving effect to the Pre-Closing Exchange) and (y) the Company Shares that, immediately prior to the net exercise contemplated under this Section ‎2.4(a)(ii), are issuable upon exercise in full of all then-outstanding Vested Company Options) (“Option Shares Needed to Cover”), (III) then the Net Vested Option Shares applicable to such award of Vested Company Options will be determined by subtracting the applicable Option Shares Needed to Cover from the aggregate number of Company Shares underlying such award of Vested Company Options.

(b)            Prior to the Acquisition Closing Date, the Company shall deliver to each Company Optionholder a notice setting forth the effect of the Mergers on such Company Optionholder’s Company Options and describing the treatment of such Company Options in accordance with this Section ‎2.4.

(c)            Prior to the Acquisition Closing Date, the Company shall take all necessary or appropriate actions to: (i) effectuate the provisions of this Article ‎II; (ii) terminate each Company ESOP as of the Acquisition Effective Time; (iii) amend the September 2021 Company ESOP within twenty (20) days following the execution and delivery of this Agreement in connection with the Company Shareholder Approval to enable the Company to carry out the transactions contemplated by this Section ‎2.4, and (iv) ensure that after the Acquisition Effective Time, neither any holder of Company Options received pursuant to either Company ESOP, any beneficiary thereof, nor any other participant in any Company ESOP shall have any right thereunder to acquire any securities of the Company or PubCo or to receive any payment or benefit with respect to any award previously granted under either Company ESOP, except as provided in this Article ‎II.

(d)            During the period commencing at the Acquisition Effective Time and ending on the third anniversary of the Acquisition Effective Time (the “Forfeiture Period”), upon the occurrence of a Forfeiture Event with respect to a Forfeiting Net Vested Holder, such Forfeiting Net Vested Holder shall, without any action on the part of such Forfeiting Net Vested Holder, automatically forfeit all of their Net Vested PubCo Shares and such Net Vested PubCo Shares shall be cancelled for no consideration, except as provided in the immediately following sentence. Notwithstanding the foregoing, a Forfeiting Net Vested Holder shall be entitled to receive from PubCo, no later than ten (10) Business Days following the occurrence of a Forfeiture Event with respect to such Forfeiting Net Vested Holder, a payment in cash in an aggregate amount equal to the Aggregate Exercise Price relating to such Net Vested PubCo Shares (as equitably adjusted for stock splits, stock dividends, cash dividends, reorganizations, combinations, recapitalizations and similar transactions affecting such Net Vested PubCo Shares), plus interest thereon at the IPCA Rate from the Acquisition Closing Date to the date of such payment.

Section 2.5      Closing Deliverables.

(a)            At the Initial Closing:

(i)            the Company shall deliver or cause to be delivered to XPAC, a certificate signed by an officer of the Company, dated as of the Initial Closing Date, certifying that the conditions specified in Section ‎9.2 have been fulfilled;

(ii)            PubCo shall deliver or cause to be delivered to XPAC (i) (A) evidence of the appointment of an individual determined by the Sponsor in its sole and absolute discretion (the “XPAC Director”) as a director to the PubCo Board, and (B) evidence of the appointment of one Independent Director nominated by the Sponsor (the “XPAC-Nominated Independent Director”) as a director to the PubCo Board, in each case, subject to such persons not being Excluded Appointees, effective as of the Initial Merger Effective Time, and (ii) a resignation letter, duly executed by each then-appointed director of PubCo, providing for each such PubCo director’s automatic resignation from the PubCo Board upon the earlier of the Acquisition Closing and the termination of this Agreement in accordance with its terms; and

(iii)            XPAC shall deliver, or cause to be delivered to the Company, a certificate signed by an officer of XPAC, dated as of the Initial Closing Date, certifying that the conditions specified in Section ‎9.3 have been fulfilled.

(b)            At the Acquisition Closing:

(i)            Merger Sub 1 shall deliver or cause to be delivered to the Company and PubCo:

(A)            copies of the written resignations of (A) all of the directors and officers of Merger Sub 1, effective as of the Acquisition Effective Time and (B) of all the directors and officers of XPAC, effective as of the Acquisition Effective Time; and

(B)            copies of resolutions of the board of directors of Merger Sub 1 changing the bank signatories of Merger Sub 1, effective as of the Acquisition Effective Time, to the Persons specified in a written notice given by the Company to Merger Sub 1 prior to the Acquisition Effective Time.

(ii)            PubCo shall incur the Company’s obligations to pay, or pay or cause to be paid, all Company Transaction Expenses as set forth on a written statement to be delivered to PubCo by or on behalf of the Company not less than two Business Days prior to the Acquisition Closing Date, which shall include the respective amounts and wire transfer instructions for the payment thereof; provided, that if the Company Transaction Expenses, as of immediately prior to the Acquisition Closing, are greater than the Company Expenses Cap, then the amount of such excess (the “Excess of Company Transaction Expenses”) shall reduce the Acquisition Closing Equity Value on a dollar-for-dollar basis, as provided for in the definition of “Acquisition Closing Equity Value” set forth in Section ‎1.1;

(iii)            PubCo shall (A) pay or cause to be paid to the Sponsor (or, at the direction of the Sponsor, to one or more Affiliates of the Sponsor) by wire transfer of immediately available funds, as reimbursement, an amount equal to all XPAC Transaction Expenses that have been paid out of pocket by the Sponsor or its Affiliates and, consequently, have been fully discharged prior to the Acquisition Effective Time, and (B) incur XPAC’s obligations to pay or cause to be paid all XPAC Transaction Expenses that will remain as direct or indirect Liabilities of PubCo as of the Acquisition Effective Time, each as set forth on a written statement to be delivered to PubCo by or on behalf of XPAC not less than two Business Days prior to the Acquisition Closing Date, which shall include the respective amounts and wire transfer instructions for the payment thereof. If the XPAC Transaction Expenses, as of immediately prior to the Acquisition Closing, are greater than the XPAC Expenses Cap, then XPAC shall cause the Sponsor to promptly reimburse PubCo for such excess (the “Excess of XPAC Transaction Expenses”) by, at the Sponsor’s election, either:

(X)            the wire transfer of immediately available funds in an amount equal to the Excess of XPAC Transaction Expenses (which amount, at the option of the Sponsor upon written notice to PubCo and the Company, may be set-off against any amount payable to or at the direction of the Sponsor pursuant to Section ‎2.5(b)(iii)(A)) (an “XPAC Expenses Excess Reimbursement”); or

(Y)            a decrease in the number of PubCo Ordinary Shares (valued at $10.00 per share) otherwise issuable to the Sponsor pursuant to Section ‎2.2(e)(ii) in an amount corresponding to the Excess of XPAC Transaction Expenses (an “XPAC Expenses Excess Sponsor Forfeiture”).

XPAC shall notify the Company of whether the Sponsor elects an XPAC Expenses Excess Reimbursement or an XPAC Expenses Excess Sponsor Forfeiture no later than two (2) Business Days prior to the Acquisition Closing Date.

Section 2.6      Surrender of Newco Equity Securities and XPAC Equity Securities and Disbursement of Shareholder Merger Consideration.

(a)            Prior to the Initial Merger Effective Time, PubCo shall appoint CST as exchange agent, or another exchange agent reasonably acceptable to the Company (in such capacity, the “Exchange Agent”), for the purpose of exchanging (i) Newco Shares for a number of PubCo Ordinary Shares, and (ii) XPAC Ordinary Shares for a number of PubCo Ordinary Shares, each in accordance with the provisions of this Agreement, the Plan of Initial Merger and the Plan of Acquisition Merger, as applicable. At or prior to the Initial Merger Effective Time, PubCo shall deposit, or cause to be deposited, with the Exchange Agent the Shareholder Merger Consideration. At or as promptly as practicable following the Initial Merger Effective Time or the Acquisition Effective Time, as the case may be, PubCo shall send, or shall cause the Exchange Agent to send, to each XPAC Shareholder a letter of transmittal for use in such exchange, in a form reasonably acceptable to the Company and XPAC (a “XPAC Letter of Transmittal”) and to each Newco Shareholder a letter of transmittal for use in such exchange, in a form reasonably acceptable to the Company and XPAC (a “Newco Letter of Transmittal”).

(b)            Notwithstanding any other provision of this Section ‎2.6, any obligation of PubCo under this Agreement to issue PubCo Ordinary Shares to (i) XPAC Shareholders entitled to PubCo Class A Ordinary Shares, or (ii) Newco Shareholders entitled to receive PubCo Ordinary Shares shall be satisfied by PubCo issuing such PubCo Ordinary Shares to the DTC or to such other clearing service or issuer of depositary receipts (or their nominees, in either case) as may be necessary or expedient, and each XPAC Shareholder and Newco Shareholder shall hold such PubCo Ordinary Shares in book-entry form or through a holding of depositary receipts and the DTC or its nominee or the relevant clearing service or issuer of depositary receipts (or their nominees, as the case may be), will be the holder of record of such PubCo Ordinary Shares.

(c)            Each XPAC Shareholder shall be entitled to receive its portion of the Initial Merger Consideration in respect of the XPAC Ordinary Shares (other than Dissenting XPAC Shares) and in the form of PubCo Class A Ordinary Shares as set forth in Section ‎2.2(e)(ii) as soon as reasonably practicable after the Initial Merger Effective Time, but subject to the delivery to the Exchange Agent of the following items prior thereto: (i) the certificate(s), if any, representing such XPAC Ordinary Shares (“XPAC Certificates”) (or a Lost Certificate Affidavit), and (ii) a properly completed and duly executed XPAC Letter of Transmittal. Until so surrendered, each such XPAC Certificate shall represent after the Initial Merger Effective Time for all purposes only the right to receive such portion of the Initial Merger Consideration attributable to such XPAC Shares (as evidenced by the XPAC Certificate).

(d)            Each Newco Shareholder shall be entitled to receive its portion of the Shareholder Merger Consideration in respect of the Newco Shares and in the form of either PubCo Class A Ordinary Shares or PubCo Class B Ordinary Shares, as set forth in Section ‎2.3(g)(i) (excluding any Newco Shares described in Section ‎2.3(g)(ii)) as soon as reasonably practicable after the Acquisition Effective Time, but subject to the delivery to the Exchange Agent of the following items prior thereto: (i) the certificate(s), if any, representing such Newco Shares (“Newco Certificates” and together with the XPAC Certificates, the “Shareholder Certificates”) (or a Lost Certificate Affidavit), and (ii) a properly completed and duly executed Newco Letter of Transmittal (the documents to be submitted to the Exchange Agent pursuant to this sentence and the first sentence of Section ‎2.6(c), as applicable, may be referred to herein collectively as the “Transmittal Documents”). Until so surrendered, each such Newco Certificate shall represent after the Acquisition Effective Time for all purposes only the right to receive such portion of the Acquisition Merger Consideration attributable to such Newco Shares (as evidenced by the Newco Certificate).

(e)            If any portion of the Shareholder Merger Consideration is to be delivered or issued to a Person other than the Person in whose name the surrendered Shareholder Certificate is registered immediately prior to the Initial Merger Effective Time or Acquisition Effective Time, as applicable, it shall be a condition to such delivery that (i) in the case of Newco Shares, the transfer of such Newco Shares shall have been permitted in accordance with the terms of the Newco Articles of Association and in case of XPAC Shares, the transfer of such XPAC Shares shall have been permitted in accordance with the terms of the XPAC Articles of Association, (ii) the recipient of such portion of the Shareholder Merger Consideration, or the Person in whose name such portion of the Shareholder Merger Consideration is delivered or issued, shall have already executed and delivered duly executed counterparts to the applicable Transmittal Documents as are reasonably deemed necessary by the Exchange Agent, and (iii) the Person requesting such delivery shall have paid to the Exchange Agent any transfer or other Taxes required as a result of such delivery to a Person other than the registered holder of such Shareholder Certificate, or establish to the satisfaction of the Exchange Agent that such Tax has been paid or is not payable.

(f)            Notwithstanding anything to the contrary contained herein, in the event that any Shareholder Certificate shall have been lost, stolen or destroyed, in lieu of delivery of a Shareholder Certificate to the Exchange Agent, the XPAC Shareholder or Newco Shareholder, as applicable, may instead deliver to the Exchange Agent an affidavit of lost certificate and indemnity of loss in form and substance reasonably acceptable to PubCo (a “Lost Certificate Affidavit”), which at the reasonable discretion of PubCo may include a requirement that the owner of such lost, stolen or destroyed Shareholder Certificate deliver a bond in such sum as it may reasonably direct as indemnity against any Action that may be taken against PubCo, XPAC or the Newco Surviving Entity with respect to the Newco Shares or XPAC Shares, as applicable, represented by the Shareholder Certificates alleged to have been lost, stolen or destroyed. Any Lost Certificate Affidavit properly executed and delivered in accordance with this Section ‎2.6(f) shall, unless the context otherwise requires, be treated as a Shareholder Certificate for all purposes of this Agreement.

(g)            After the Acquisition Effective Time, the register of members of Newco Surviving Entity shall be closed, and thereafter there shall be no further registration on the register of members of the Newco Surviving Entity of transfers of Newco Shares that were issued and outstanding immediately prior to the Acquisition Effective Time. After the Initial Merger Effective Time, the register of members of XPAC shall be closed, and thereafter there shall be no further registration on the register of members of XPAC of transfers of XPAC Shares that were issued and outstanding immediately prior to the Initial Merger Effective Time. No dividends or other distributions declared or made after the date of this Agreement with respect to PubCo Ordinary Shares with a record date after the Acquisition Effective Time (in the case of Newco Shares) or the Initial Merger Effective Time (in the case of XPAC Shares) will be paid to the holders of any Newco Shares that were issued and outstanding immediately prior to the Acquisition Effective Time or XPAC Shares that were issued and outstanding immediately prior to the Initial Merger Effective Time (as applicable) in either case until the holders of record of such Newco Shares or XPAC Shares (as applicable) shall have provided the applicable Transmittal Documents in accordance with Section ‎2.6. Subject to applicable Law, following the delivery of the applicable Transmittal Documents, the Exchange Agent shall promptly deliver to the record holders thereof, without interest, the applicable Shareholder Merger Consideration and the amount of any such dividends or other distributions with a record date after the Acquisition Effective Time or the Initial Merger Effective Time, as applicable, theretofore paid with respect to such PubCo Ordinary Shares.

(h)            All securities issued upon the surrender of Shareholder Certificates (or delivery of a Lost Certificate Affidavit) in accordance with the terms hereof shall be deemed to have been issued in full satisfaction of all rights pertaining to XPAC Shares or Newco Shares, as applicable, represented by such Shareholder Certificates. Any portion of the Shareholder Merger Consideration made available to the Exchange Agent pursuant to Section ‎2.6(a) that remains unclaimed by XPAC Shareholders or Newco Shareholders one year after the Initial Merger Effective Time shall be returned to PubCo, upon demand, and any such XPAC Shareholder or Newco Shareholder, as applicable, who has not exchanged its XPAC Shares or Newco Shares, as applicable, for the applicable portion of the Shareholder Merger Consideration in accordance with this Section ‎2.6 prior to that time shall thereafter look only to PubCo for payment of the portion of the Shareholder Merger Consideration in respect of such XPAC Shares or Newco Shares, as applicable, without any interest thereon (but with any dividends paid with respect thereto). Notwithstanding the foregoing, none of XPAC, the Newco Surviving Entity, PubCo or any party hereto or any Representative of any of the foregoing shall be liable to any Person for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar Law.

(i)            Notwithstanding anything to the contrary contained herein, no fraction of a PubCo Ordinary Share will be issued by virtue of the Mergers or the other Transactions, and each Person who would otherwise be entitled to a fraction of a PubCo Ordinary Share (after aggregating all fractional shares of the applicable class of PubCo Ordinary Shares that otherwise would be received by such holder) shall instead have the number of PubCo Ordinary Shares of the applicable class issued to such Person rounded up in the aggregate to the nearest whole PubCo Ordinary Share of such class.

Section 2.7      XPAC Shareholder Dissent Rights.

(a)            Subject to Section ‎2.2(b)(ii) but notwithstanding any other provision of this Agreement to the contrary and to the extent available under the Cayman Act, XPAC Shares that are issued and outstanding immediately prior to the Initial Merger Effective Time and that are held by XPAC Shareholders who shall have validly exercised their dissenters’ rights for such XPAC Shares in accordance with Section 238 of the Cayman Act and otherwise complied with all of the provisions of the Cayman Act relevant to the exercise and perfection of dissenters’ rights (the “Dissenting XPAC Shares”, and the holders of such Dissenting XPAC Shares being the “Dissenting XPAC Shareholders”) shall not be converted into, and no Dissenting XPAC Shareholder shall be entitled to receive, the applicable Initial Merger Consideration unless and until such Dissenting XPAC Shareholder fails to perfect or withdraws or otherwise loses his, her or its right to dissenters’ rights under the Cayman Act. The XPAC Shares owned by any XPAC Shareholder who fails to perfect or who effectively withdraws or otherwise loses his, her or its dissenters’ rights pursuant to the Cayman Act shall cease to be Dissenting XPAC Shares and shall thereupon automatically be cancelled and cease to exist in exchange for the right to receive, upon delivery of the applicable Transmittal Documents in accordance with Section ‎2.6, the applicable Initial Merger Consideration, without any interest thereon, in accordance with Section ‎2.2(e)(ii).

(b)            Prior to the Initial Closing, XPAC shall give PubCo and the Company (i) prompt written notice of any demands for dissenters’ rights received by XPAC from XPAC Shareholders (including any notices received by XPAC pursuant to Section 238(2) or Section 238 (5) of the Cayman Act) and any withdrawals of such demands, and (ii) the opportunity to consult with XPAC in connection with all negotiations and proceedings with respect to any such notice or demand for dissenters’ rights under the Cayman Act. XPAC shall not, except with the prior written consent of the Company, make any offers or payment or otherwise agree or commit to any payment or other consideration with respect to any exercise by a XPAC Shareholder of its rights to dissent from the Initial Merger or any demands for appraisal or offer or agree or commit to settle or settle any such demands or approve any withdrawal of any such dissenter rights or demands.

Section 2.8      Withholding. Each of the Newco Surviving Entity, PubCo, Merger Sub 1, Merger Sub 2 and XPAC (and their Affiliates and Representatives) shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement such amounts as it is required to deduct and withhold with respect to the making of such payment under the Code, or any provision of state, local or non-U.S. Tax Law. Other than in respect of amounts subject to compensatory withholding, the Newco Surviving Entity, PubCo, Merger Sub 1, Merger Sub 2 or XPAC (or their Affiliates or Representatives) shall use commercially reasonable efforts to notify the Person in respect of whom such deduction or withholding is expected to be made at least five Business Days prior to making any such deduction or withholding, which notice shall be in writing and include the amount of and basis for such deduction or withholding. The Newco Surviving Entity, PubCo, Merger Sub 1, Merger Sub 2 or XPAC (or their Affiliates or Representatives), as applicable, shall use commercially reasonable efforts to cooperate with such Person to reduce or eliminate any such requirement to deduct or withhold to the extent permitted by Law. To the extent that amounts are so withheld by the Newco Surviving Entity, PubCo, Merger Sub 1, Merger Sub 2 or XPAC (or their Affiliates or Representatives), as the case may be, and timely paid over to the appropriate Tax authority, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect of which such deduction and withholding was made.

Section 2.9      Company Reorganization Payments.

(a)            At the Acquisition Effective Time, each Company Class D Preferred Share issued in connection with the Company Reorganization and outstanding immediately prior to the Acquisition Effective Time shall automatically be redeemed and subsequently be cancelled and cease to exist in exchange for the right to receive R$97,350.45, as adjusted by 100% of the CDI Rate from November 30, 2021 (such payments, in the aggregate, the “Company Reorganization Payments”). As set forth on Schedule 2.9(b), there are an aggregate of 1,085 Company Class D Preferred Shares, which shall result in aggregate Company Reorganization Payments of R$105,625,238.25 (as adjusted by 100% of the CDI Rate from November 30, 2021).

(b)            Subject to and upon the terms and conditions of this Agreement and the instruments governing the Company Reorganization, in consideration of the Transactions, upon the Acquisition Effective Time, the Company shall pay to each relevant Company Shareholder holding Company Class D Preferred Shares his or her respective percentage of the Company Reorganization Payments as set forth on Schedule 2.9(b) hereto, without interest, in Brazilian reais, subject to rounding up to the nearest Brazilian real amount, by wire transfer to the bank account designated by the beneficiary thereto. For the avoidance of doubt, the aforementioned payments shall be paid upon the Acquisition Effective Time and no delay to, or the receipt of, any of the aforementioned payments shall delay the occurrence of the Acquisition Closing or the Acquisition Effective Time.

(c)            At the Acquisition Effective Time, the Company shall carry out each of the transactions described in Section 2.9(c) of the Company Disclosure Letter, in each case, pursuant to and in accordance with the instruments governing the Company Reorganization.

(d)            As of the Acquisition Effective Time, following payment of the Company Reorganization Payments and the transactions described in Section 2.9(c) of the Company Disclosure Letter, each Existing Company Shareholder and the Shareholder Entities controlled by them, if any, other than the Remaining Minority Company Shareholders shall cease to have any other rights in and to the Company.

Section 2.10      Company Employee Bonuses.

(a)            At the Acquisition Effective Time, PubCo shall incur the Company’s obligations to pay, and promptly following the Acquisition Effective Time, PubCo shall pay or cause to be paid to each relevant employee of the Company, the bonus payments described in Section 2.10(a) of the Company Disclosure Letter.

Article III

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

The Company hereby represents and warrants to XPAC and each Acquisition Entity the following, except as set forth in the disclosure letter delivered to XPAC and the Acquisition Entities by the Company on the date of this Agreement (the “Company Disclosure Letter”), which exceptions shall, subject to Section ‎11.10, be deemed to be part of the representations and warranties made in this Article III and such other representations, warranties or covenants where its relevance as an exception to, qualification of or disclosure for the purpose of such representation, warranty or covenant is reasonably apparent on the face of the disclosure in such Company Disclosure Letter.

Section 3.1      Organization, Good Standing and Qualification. Each Group Company has been duly organized and is validly existing and in good standing under the Laws of its jurisdiction of incorporation and has requisite corporate power and authority to own and operate its properties and assets, to carry on its business as presently conducted. Each Group Company is duly licensed or qualified and in good standing (to the extent such concept is applicable in the Group Company’s jurisdiction of formation) as a foreign corporation (or other entity, if applicable) in each jurisdiction in which its ownership of property or the character of its activities is such as to require it to be so licensed or qualified or in good standing (to the extent such concept is applicable in the Group Company’s jurisdiction of formation), as applicable, except where the failure to be so licensed or qualified or in good standing would not have a Company Material Adverse Effect. As of the date of this Agreement, the Organizational Documents of the Company, as in effect as of the date of this Agreement and as previously made available by or on behalf of the Company to XPAC, are true and correct.

Section 3.2      Capitalization and Voting Rights.

(a)            The Group Companies.

(i)            The validly issued share capital, registered capital or charter capital of each Group Company as of the date of this Agreement is set forth in Section ‎3.2(a)(i) of the Company Disclosure Letter. With respect to the share capital of the Company as of the date of this Agreement, Section ‎3.2(a)(i) of the Company Disclosure Letter sets forth, as of the date of this Agreement, the following (on a holder-by-holder basis), the authorized and issued Company’s Equity Securities, in each case, by type, class and series, as applicable.

(ii)            All Company Shares that are issued and outstanding (A) have been duly authorized and have been validly issued and are fully paid, (B) were issued in compliance in all material respects with applicable Law, and (C) were not issued in breach or violation of any preemptive rights or Contract.

(b)            No Other Securities. Except as set forth in Section ‎3.2(b)(i) of the Company Disclosure Letter or as contemplated pursuant to the Company Reorganization, as of the date of this Agreement, (i) there are no authorized, outstanding or issued Equity Securities of any Group Company, (ii) no Group Company is obligated to issue, sell or transfer any Equity Securities of such Group Company, (iii) no Group Company is a party or subject to any Contract that affects or relates to the voting or giving of written consents with respect to, or the right to cause the redemption, or repurchase of, any Equity Security of such Group Company, (iv) no Group Company has granted any registration rights or information rights to any other Person, nor is any Group Company obliged to list any of its Equity Securities on any securities exchange, (v) there are no phantom shares and there are no voting or similar agreements entered into by a Group Company which relate to the share capital, registered capital or charter capital of such Group Company, and (vi) no Group Company has outstanding any bonds, debentures, notes or other obligations the holders of which have the right to vote (or convertible into or exercisable for securities having the right to vote) with the shareholders of such Group Company on any matter or any agreements to issue such bonds, debentures, notes or other obligations. Section ‎3.2(b)(ii) of the Company Disclosure Letter sets forth a complete list, as of the date of this Agreement, of all Company Options, the extent to which such Company Option is vested and exercisable and the date on which such Company Option expires.

Section 3.3      Corporate Structure; Subsidiaries. Section ‎3.3 of the Company Disclosure Letter sets forth, as of the date of this Agreement, the organizational chart of the Group Companies. Except as set forth in Section ‎3.3 of the Company Disclosure Letter, as of the date of this Agreement: (a) none of the Group Companies, directly or indirectly, owns any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for any equity or similar interest in, any other corporation, partnership, joint venture, limited liability company, association or other business entity, and (b) none of the Group Companies is obligated to make any investment in, acquire any Equity Security of, make any capital contribution to, or on behalf of, any other Person. Except as set forth in Section ‎3.3 of the Company Disclosure Letter, the Company Reorganization will not result in any material liabilities or expenses to be incurred by any Group Company following the date of this Agreement.

Section 3.4      Authorization. As of the date of this Agreement, the Company has all requisite corporate power and authority to enter into, execute, deliver and perform its obligations under this Agreement and each of the other Transaction Documents to which it is or will be a party and to consummate the transactions contemplated hereunder and thereunder, subject to receipt of the Company Shareholder Approval and the approvals set forth in Section 3.4 of the Company Disclosure Letter. Except for receipt of the Company Shareholder Approval and the approvals set forth in Section 3.4 of the Company Disclosure Letter, all corporate actions on the part of the Company necessary for the authorization, execution and delivery of this Agreement and the other Transaction Documents to which it is or will be a party and the performance of all its obligations hereunder and thereunder (including any board approval) have been taken prior to the execution and delivery of this Agreement, subject to the filing of the Acquisition Merger Filing Documents. This Agreement and the other Transaction Documents to which the Company is or will be a party is, or when executed by the other parties thereto, will be, valid and legally binding obligations of the Company, enforceable against the Company in accordance with its terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other applicable Laws now or hereafter in effect of general application affecting enforcement of creditors’ rights generally, and (b) as limited by applicable Laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.

Section 3.5      Consents; No Conflicts. Assuming the representations and warranties in Article ‎IV and Article ‎V are true and correct, except (a) as otherwise set forth in Section ‎3.5(i) of the Company Disclosure Letter, (b) for the Company Shareholder Approval, (c) for the filing of any other notifications required under the Antitrust Laws and the expiration of the required waiting periods thereunder; and (d) for the registration or filing with the Registrar of Companies of the Cayman Islands, the SEC or applicable state blue sky or other securities laws filings with respect to the Transactions, all filings, notifications, notices, submissions, applications, or consents from or with any Governmental Authority required in connection with the valid execution, delivery and performance of this Agreement and the other Transaction Documents, and the consummation of the Transactions, in each case on the part of the Company, have been duly obtained or completed (as applicable) and are in full force and effect as of the date of this Agreement, except where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Except as disclosed in Section ‎3.5(ii) of the Company Disclosure Letter, the execution, delivery and performance of this Agreement and the other Transaction Documents to which it is or will be a party by the Company does not, and the consummation by the Company of the transactions contemplated hereby and thereby will not (i) (assuming compliance with the matters referred to in clauses (a) through (d) of the immediately preceding sentence) result in any violation of, be in conflict with, or constitute a default under, require any consent under, or give any Person rights of termination, amendment, acceleration or cancellation under (A) any Governmental Order, (B) any provision of the Organizational Documents of any other Group Company, each as currently in effect, (C) any applicable Law, or (D) any Material Contract, or (ii) result in the creation of any Security Interest upon any of the properties or assets of the Company or any other Group Company other than any restrictions under federal or state securities laws, this Agreement, the Company’s Organizational Documents and Permitted Encumbrances, except in the case of sub-clauses (A), (C), and (D) of clause (i), as would not have a Company Material Adverse Effect.

Section 3.6      Compliance with Laws; Consents; Permits. Except as disclosed in Section ‎3.6 of the Company Disclosure Letter:

(a)            Except as would not have a Company Material Adverse Effect, (i) the Group Companies are, and have been since December 31, 2021, in compliance with all applicable Law, and (ii) to the Knowledge of the Company, none of the Group Companies is under investigation with respect to a violation of any applicable Law.

(b)            Since December 31, 2021, none of the Group Companies has received any letter or other written communication from, and, to the Knowledge of the Company, there has not been any public notice of a type customary as a form of notification of such matters in the jurisdiction by, any Governmental Authority threatening in writing or providing notice of (i) the revocation or suspension of any Required Governmental Authorizations issued to any of the Group Companies, or (ii) the need for compliance or remedial actions in respect of the activities carried out by the Group Companies, which revocation, suspension, compliance or remedial actions (or the failure of the Group Companies to undertake them) would have a Company Material Adverse Effect.

(c)            As of the date of this Agreement, none of the Group Companies is engaged in any proceedings, demands, inquiries, hearings or, to the Knowledge of the Company, investigations, before any court, statutory or governmental body, department, board or agency relating to applicable Anticorruption Laws or Sanctions, and to the Knowledge of the Company, no such proceeding, demand, inquiry, hearing or investigation has been threatened in writing.

(d)            For the past 10 years, none of the Group Companies nor, to the Knowledge of the Company, any of their respective directors, commissioners, officers, employees, agents or any other Persons acting for or on behalf of any of the Group Companies has (i) made any bribe, influence payment, kickback, payoff, benefits or any other type of payment (whether tangible or intangible) that would be unlawful under any applicable anti-bribery or anticorruption (governmental or commercial) Laws (including, for the avoidance of doubt, any guiding, detailing or implementing regulations), including Laws that prohibit the corrupt payment, offer, promise or authorization of the payment or transfer of anything of value (including gifts or entertainment), directly or indirectly, to any Government Official or commercial entity to obtain a business advantage such as the Foreign Corrupt Practices Act of 1977, as amended, the U.K. Bribery Act 2010, the Brazilian Anti-Corruption Law (Federal Law No. 12,846/2013), Brazilian Federal Law No. 8,666/1993, Brazilian Decree-Law No. 2,848/1940, Brazilian Federal Law No. 9,613/1998, Brazilian Federal Law No. 8,137/1990, Brazilian Decree-Law No. 8,420/2015, Brazilian Federal Law No. 8,429/1992, Brazilian Federal Law No. 12,813/2013, Brazilian Federal Law No. 9,504/1997 and Brazilian Federal Law No. 14,133/2021 (collectively, “Anticorruption Laws”), (ii) been in violation of any Anticorruption Law, offered, paid, promised to pay, or authorized any payment or transfer of anything of value, directly or indirectly, to any person for the purpose of (A) influencing any act or decision of any Government Official in his official capacity, (B) inducing a Government Official to do or omit to do any act in relation to his lawful duty, (C) securing any improper advantage, (D) inducing a Government Official to influence or affect any act, decision or omission of any Governmental Authority, or (E) assisting any of the Group Companies, or any agent or any other Person acting for or on behalf of any of any Group Company, in obtaining or retaining business for or with, or in directing business to, any Person, or (iii) accepted or received any contributions, payments, gifts, or expenditures that would be unlawful under any Anticorruption Law.

(e)            For the past 10 years, none of the Group Companies nor, to the Knowledge of the Company, any of their respective directors, commissioners or officers has been found by a Governmental Authority to have violated any Anticorruption Laws or has been subject to any indictment or any government investigation with respect to any Anticorruption Laws.

(f)            None of the Group Companies nor, to the Knowledge of the Company, any of their respective directors, commissioners, officers or employees, or any agent or any other Person acting for or on behalf of any of the Group Companies, is a Prohibited Person. None of the Group Companies has in the past five years knowingly conducted or agreed to conduct any business, or knowingly entered into or agreed to enter into any transaction with a Prohibited Person, in violation of Sanctions.

(g)            Each of the Group Companies has all approvals, authorizations, clearances, licenses, registrations, permits or certificates of a Governmental Authority that are required to own, lease or operate its properties and assets and to conduct its business as currently conducted, except where the failure to hold the same would not result in a Company Material Adverse Effect (the “Material Permits”).

(h)            In the past five years, the Group Companies and, to the Knowledge of the Company, the Group Companies’ respective directors, officers and any of the Group Companies’ respective employees or any other Persons acting on their behalf, in connection with the operation of the business of the Group Companies, have been in material compliance with all applicable Customs and International Trade Laws. In the past five years, the Group Companies, in all material respects, (i) have not been the subject of any civil or criminal fine, penalty, seizure, forfeiture, or revocation of a Customs and International Trade Authorization, or debarment or denial of future Customs and International Trade Authorizations in connection with any violation of any applicable Customs and International Trade Laws, and (ii) have not received any actual or threatened claims or requests in writing for information by a Governmental Authority with respect to Customs and International Trade Authorizations and compliance with applicable Customs and International Trade Laws and have not made any disclosures to any Governmental Authority with respect to any noncompliance with any applicable Customs and International Trade Laws.

(i)            In the past five years, the Group Companies and the Group Companies’ respective directors, officers, employees and any other Persons acting on their behalf and, to the Knowledge of the Company, the Affiliates of each Group Company, in each case in connection with the operation of the business of the Group Companies, have been in material compliance with any applicable Sanctions. In the past five years, (i) no Governmental Authority has initiated any action or imposed any civil or criminal fine, penalty, seizure, forfeiture, revocation of an authorization, debarment or denial of future authorizations against any of the Group Companies or any of their respective directors, officers or employees or any other Persons acting on their behalf or, to the Knowledge of the Company, any Affiliate of any of the Group Companies, in connection with any actual or alleged violation of any applicable Sanctions, (ii) there have been no claims, actual or threatened in writing, or requests for information by a Governmental Authority received by a Group Company with respect to the Group Companies’ or, to the Knowledge of the Company, any of their respective Affiliates’ compliance with applicable Sanctions, and (iii) and no disclosures have been made to any Governmental Authority with respect to any actual or potential noncompliance with applicable Sanctions. As of the Acquisition Effective Time, the Group Companies will have policies and procedures reasonably designed to promote compliance with applicable Sanctions.

Section 3.7      Tax Matters. Except as disclosed in Section ‎3.7 of the Company Disclosure Letter:

(a)            All material Tax Returns required to be filed by or with respect to each Group Company have been filed within the requisite period (taking into account any extensions) and such Tax Returns are true, correct and complete in all material respects. All material Taxes due and payable by any Group Company have been or will be paid in a timely fashion whether or not shown as due and payable on any Tax Return, except with respect to matters being contested in good faith by appropriate proceeding and with respect to which adequate reserves have been made in accordance with IFRS. Each Group Company has timely and properly withheld and paid to the applicable Tax authority all material amounts of Taxes required to have been withheld and paid by it in connection with any amounts paid or owing to any employee, independent contractor, creditor, or equityholder.

(b)            No material deficiencies for any Taxes of a Group Company have been asserted in writing by, and no written notice of any action, audit, assessment or other proceeding with respect to any material Tax Returns or material Taxes of a Group Company has been received from, any Tax authority, and no dispute or assessment relating to such Tax Returns or such Taxes with any such Tax authority is currently outstanding. No Group Company has agreed to any extension or waiver of the statute of limitations applicable to any material Tax or material Tax Return, or any extension of time with respect to a period of Tax collection, assessment or deficiency for a material Tax, which period (after giving effect to such extension or waiver) has not yet expired, and no request for any such waiver or extension is currently pending (other than an automatic extension of time not requiring the consent of the applicable Tax authority). No Group Company is the beneficiary of any extension of time (other than an automatic extension of time not requiring the consent of the applicable Tax authority) within which to file any material Tax Return. No material claim that is currently outstanding has been made by a Tax authority in a jurisdiction where a Group Company does not file Tax Returns that such Group Company is or may be subject to taxation by that jurisdiction. None of the Group Companies has taken any action (nor permitted any action to be taken), and is not aware of any fact or circumstance, that would reasonably be expected to prevent, impair or impede the Intended Tax Treatment (excluding, for the avoidance of doubt, any action, fact or circumstance contemplated under this Agreement or other Transaction Documents).

Section 3.8      Financial Statements.

(a)            The Company has delivered the Brazilian GAAP Financial Statements and the 2021 Management Accounts to XPAC. The Brazilian GAAP Financial Statements (i) were prepared in accordance with the books and records of the Company and its Subsidiaries, (ii) fairly present in all material respects the financial condition and position of the Company and its Subsidiaries on a consolidated basis as of the dates indicated therein, and the results of operations of the Company and its Subsidiaries on a consolidated basis for the periods indicated therein, and (iii) were prepared in accordance with Brazilian GAAP applied (except as disclosed therein) on a consistent basis throughout the periods involved. The 2021 Management Accounts (i) were prepared in accordance with the books and records of the Company and its Subsidiaries, (ii) fairly present in all material respects the financial condition and position of the Company and its Subsidiaries on a consolidated basis as of the dates indicated therein, and the results of operations of the Company and its Subsidiaries on a consolidated basis for the periods indicated therein, and (iii) were prepared in accordance with IFRS, except that the 2021 Management Accounts (x) are subject to normal year-end adjustments, (y) may not include the footnotes required under Brazilian GAAP and (z) may not include a cash flow statement).

(b)            The PCAOB Financial Statements to be delivered by the Company in accordance with ‎Section 6.6(a)(i), when so delivered, will (i) have been prepared in accordance with the books and records of the Company and its Subsidiaries, (ii) fairly present in all material respects the financial condition and position of the Company and its Subsidiaries on a consolidated basis as of the dates indicated therein, and the results of operations of the Company and its Subsidiaries on a consolidated basis for the periods indicated therein, (iii) have been prepared in accordance with IFRS applied (except as disclosed therein) on a consistent basis throughout the periods involved, (iv) have been audited in accordance with the standards of the PCAOB by the Independent Auditors, and (v) comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act applicable to a registrant, in effect as of the respective dates thereof (including, to the extent applicable to the Company, Regulation S-X). The Independent Auditors are an independent registered public accounting firm with respect to the Company and its subsidiaries within the applicable rules and regulations adopted by the SEC and the PCAOB and as required by the Securities Act.

(c)            The Company maintains a system of internal accounting controls which the Company reasonably believes is sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with IFRS and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences.

(d)            Since January 1, 2020, the Company Board has not been made aware in writing of (i) any fraud that involves the Company’s management who have a role in the preparation of financial statements or the internal accounting controls utilized by the Company, or (ii) any allegation, assertion or claim that the Company has engaged in any material questionable accounting or auditing practices which violate applicable Law. Since December 31, 2021, no attorney representing the Company, whether or not employed by the Company, has reported evidence of a material violation of securities Laws, breach of fiduciary duty or similar material violation by the Company to the Company Board, board of officers or any committee thereof or to any director or officer of the Company.

Section 3.9      Absence of Changes. Except as set forth in Section ‎3.9 of the Company Disclosure Letter or as contemplated pursuant to the Company Reorganization, since December 31, 2021, (a) to the date of this Agreement the Group Companies have operated their business in the Ordinary Course and collected receivables and paid payables and similar obligations in the Ordinary Course, and (b) there has not been any Company Material Adverse Effect.

Section 3.10      Actions. Except as set forth in Section ‎3.10 of the Company Disclosure Letter or as would not have a Company Material Adverse Effect, (a) there is no Action pending or, to the Knowledge of the Company, threatened in writing against or affecting any of the Group Companies, and (b) there is no judgment or award unsatisfied against any of the Group Companies, nor is there any Governmental Order in effect and binding on any of the Group Companies or their respective assets or properties.

Section 3.11      Liabilities. None of the Group Companies has any Liabilities, except for Liabilities (a) set forth in the 2021 Management Accounts that have not been satisfied since December 31, 2021, (b) that are Liabilities incurred since December 31, 2021 in the Ordinary Course or as contemplated pursuant to the Company Reorganization, (c) that are executory obligations under any Contract to which any of the Group Companies is a party or by which it is bound, (d) set forth in Section ‎3.11 of the Company Disclosure Letter, (e) arising in connection with the incurrence of Permitted Refinancing Indebtedness, Permitted Indebtedness, or Additional Permitted Indebtedness (if applicable), (f) arising in connection with a Receivables Financing, (g) arising under this Agreement or other Transaction Documents, or (h) which would not have a Company Material Adverse Effect.

Section 3.12      Commitments.

(a)            Section ‎3.12(a) of the Company Disclosure Letter contains a true and correct list of all Material Contracts as of the date of this Agreement and, as of the date of this Agreement, no Group Company is a party to or bound by any Material Contract that is not listed in Section ‎3.12(a) of the Company Disclosure Letter.

(b)            Except as would not have a Company Material Adverse Effect (i) each Material Contract listed on Section 3.12(a) of the Company Disclosure Letter is a valid and binding agreement of the relevant Group Company as of the date of this Agreement, the performance of which by such Group Company does not violate any applicable Law or Governmental Order, and each such Material Contract is in full force and effect and enforceable against the parties thereto in accordance with its terms, except (A) as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other Laws of general application affecting enforcement of creditors’ rights generally, and (B) as may be limited by Laws relating to the availability of specific performance, injunctive relief or other remedies in the nature of equitable remedies, and (ii) the relevant Group Company has duly performed all of its obligations under each such Material Contract to which it is a party to the extent that such obligations to perform have accrued, and no breach or default, alleged breach or alleged default, or event which would (with the passage of time, notice or both) constitute a breach or default thereunder by the Group Company with respect thereto, or, to the Knowledge of the Company, any other party or obligor with respect thereto, has occurred.

Section 3.13      Title; Properties.

(a)            Each of the Group Companies has good and valid title to all of the assets (other than Intellectual Property which in each case is addressed in Section ‎3.14) owned by it, whether tangible or intangible, and in each case free and clear of all Security Interests, other than Permitted Encumbrances.

(b)            The Group Companies have good and marketable title to, or have valid rights to lease pursuant to their respective leases or leasehold interests (including tenancies) (each Contract evidencing such interest, a “Company Lease”, and any Company Lease involving rent payments in excess of $2,000,000 (or its equivalent in any other currency) on an annual basis, a “Company Material Lease”) or otherwise use, all real property occupied by the Group Companies, in each case, free and clear of all liens, encumbrances, claims and defects and imperfections of title except as set forth in Section ‎3.13(b)(i) of the Company Disclosure Letter. Section ‎3.13(b)(ii) of the Company Disclosure Letter sets forth as of the date of this Agreement the parties to each Company Material Lease and the address of the property demised under each such Company Material Lease as of the date of this Agreement. Except as would not have a Company Material Adverse Effect, each Company Lease is in compliance with applicable Law and all Governmental Orders required under applicable Law in respect of any Company Lease have been obtained, including with respect to the operation of property and conduct of business as now conducted by the relevant Group Company which is a party to such Company Lease.

(c)            Except as set forth in Section ‎3.13(c) of the Company Disclosure Letter, as of the date hereof, no Company Lease nor any real estate properties owned by any Group Company comprises any portion of land that is a Rural Land.

Section 3.14      Intellectual Property Rights.

(a)            Section ‎3.14(a) of the Company Disclosure Letter sets forth, as of the date hereof, a true, correct and complete (in all material respects) list of all of the following Intellectual Property that is owned by, and material to, any of the Group Companies: (i) issued Patents and pending applications for Patents; (ii) registered Trademarks and pending applications for registration of Trademarks; (iii) registered Copyrights and pending applications for registration of Copyrights; and (iv) Internet domain names (the Intellectual Property referred to in clauses (i) through (iv), without any limitations as to materiality, collectively, the “Company Registered Intellectual Property”). Except as provided in Section ‎3.14(a) of the Company Disclosure Letter, all of the Company Registered Intellectual Property is subsisting, all of the Company Registered Intellectual Property is valid (except for any pending applications included therein, which are, to the Knowledge of the Company, valid), and to the Knowledge of the Company, all Company Registered Intellectual Property is enforceable in all material respects. None of the Owned Intellectual Property material to the operation of the business of any of the Group Companies has been adjudged invalid or unenforceable in whole or material part, and to the Knowledge of the Company, all material Owned Intellectual Property is valid and enforceable in all material respects. Except as set forth in Section ‎3.14(a) of the Company Disclosure Letter, all necessary registration, maintenance, renewal, and other relevant filing fees due through the date of this Agreement have been timely paid and all necessary documents and certificates in connection therewith have been timely filed with the relevant Patent, Trademark, Copyright, domain name registrar, or other authorities in the United States or foreign jurisdictions, as the case may be, including the Brazilian Patent and Trademark Office (Instituto Nacional da Propriedade Industrial), for the purpose of maintaining each material item of the Company Registered Intellectual Property.

(b)            Except as set forth in Section ‎3.14(b) of the Company Disclosure Letter or as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, to the Knowledge of the Company, the Group Companies are the sole and exclusive owners of all right, title and interest in and to all material Owned Intellectual Property and have a license, sublicense or otherwise possesses valid rights to use, license, sublicense, resell and commercialize (as currently used, licensed, sublicensed, resold and commercialized by the Group Companies) all other material Licensed Intellectual Property, in each case, free and clear of all liens (other than Permitted Encumbrances). Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, to the Knowledge of the Company, the Owned Intellectual Property and the Licensed Intellectual Property, along with the other Intellectual Property to which the Group Companies have a valid right to use, when used within the scope of the applicable Contracts under which any of the Group Companies obtains the right to use, or a covenant not to be sued under, any material Intellectual Property from any third party, include all of the Intellectual Property necessary for, or used or held for use in, the conduct of each Group Company’s business as currently conducted in all material respects. Except as set forth in Section ‎3.14(b) of the Company Disclosure Letter, to the Knowledge of the Company, all Licensed Intellectual Property used by each Group Company is duly licensed and used within the scope of its licenses in all material respects.

(c)            Except as set forth in Section ‎3.14(c)(i) of the Company Disclosure Letter or as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, to the Knowledge of the Company, the Owned Intellectual Property and the conduct of the businesses of the Group Companies has not in the past five years infringed, misappropriated or otherwise violated, and is not infringing, misappropriating or otherwise violating, any Intellectual Property rights of any Person in any material respect. Except as set forth in Section ‎3.14(c)(ii) of the Company Disclosure Letter, to the Knowledge of the Company, no Person has infringed, misappropriated or otherwise violated, or is infringing, misappropriating or otherwise violating, any of the Owned Intellectual Property in any material respect, and in the past five years no such claims have been made in writing against any third party by any of the Group Companies.

(d)            Except as set forth in Section ‎3.14(d) of the Company Disclosure Letter, there is no Action pending or, to the Knowledge of the Company, threatened in writing against any of the Group Companies, and no Group Company has in the past five years received any written notice from any Person pursuant to which any Person is (i) alleging that any Group Company or the conduct of the business of any of the Group Companies has infringed, misappropriated or otherwise violated any Intellectual Property rights of any third party, or (ii) contesting the scope, use, ownership, validity or enforceability of any of the material Owned Intellectual Property. To the Knowledge of the Company, none of the material Owned Intellectual Property is subject to any pending or outstanding injunction, order, judgment, settlement, consent order, ruling or other disposition of dispute that adversely restricts the use, transfer or registration of, or adversely affects the validity or enforceability of, any such Owned Intellectual Property in any material respect.

(e)            Except as set forth in Section ‎3.14(e) of the Company Disclosure Letter, no past or present director, officer, partner, shareholder, quotaholder, manager, employee, consultant, service provider or independent contractor of any of the Group Companies has any ownership or other rights in any material Owned Intellectual Property (other than the right to use such material Owned Intellectual Property in the performance of their activities for the Group Companies pursuant to a Contract with a Group Company). Each of the past and present directors, officers, partner, shareholder, quotaholder, manager, employees, consultants, service providers and independent contractors of any of the Group Companies who are or were engaged in creating or developing any material Owned Intellectual Property for the Group Companies has executed and delivered a written agreement (or has similar obligations pursuant to Law), pursuant to which such Person has, except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, assigned to such Group Company all of such Person’s rights, title and interest in and to all such material Owned Intellectual Property created or developed for such Group Company in the course of such Person’s employment or retention thereby. To the Knowledge of the Company, there is no uncured material breach by any such Person with respect to its obligation to assign material Intellectual Property to any Group Company.

(f)            Each of the Group Companies, as applicable, has taken commercially reasonable steps to maintain the secrecy, confidentiality and value of all Owned Intellectual Property the value of which to any Group Company is contingent upon maintaining the confidentiality thereof.

(g)            Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, except as disclosed in Section ‎3.14(g) of the Company Disclosure Letter, to the Knowledge of the Company, no funding, facilities or personnel of any Governmental Authority has been or is being used in any material respect to create, in whole or in material part, any material Owned Intellectual Property.

(h)            Except as would not, individually or in the aggregate, have a Company Material Adverse Effect, each of the Group Companies, as applicable, has taken commercially reasonable steps to maintain the secrecy, confidentiality and value of the source code included in the material Owned Intellectual Property (“Group Company Software”). Except as disclosed on Section ‎3.14(h) of the Company Disclosure Letter, no source code for any material Group Company Software has been delivered, licensed or made available to any escrow agent or other Person who is not or was not, as of the date of such delivery, an employee or contractor of a Group Company (or a Person acting for or on behalf of a Group Company) subject to confidentiality obligations in a Contract (or similar obligations pursuant to law) to the Group Company with respect to such source code (a “Permitted Person”). Except as disclosed on Section ‎3.14(h) of the Company Disclosure Letter, the Group Company Software constitute original works compiled or prepared by service providers duly contracted to develop such services and/or by employees of the Group Companies within the scope of their employment, the right, title and interest (including copyright to such Software) being vested in the Group Companies. No Group Company has any duty or obligation (whether present, contingent or otherwise) to deliver, license or make available the source code for any material Group Company Software to any escrow agent or other Person (other than a Permitted Person). To the Knowledge of the Company, the Group Company Software does not contain any viruses, worms, Trojan horses, bugs, faults or other devices, errors, contaminants or code that would (i) materially disrupt or materially and adversely affect the functionality of the Group Company Software, or (ii) enable or assist any Person to access without authorization, any Group Company Software, in each case in any material respect.

(i)            Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, to the Knowledge of the Company, the Group Companies own, or have valid rights to access and use all computer systems, Software, firmware, middleware, hardware, peripherals, servers, routers, hubs, switches, data communication lines, networks, interfaces, platforms and related systems, databases, websites and all other information technology equipment used by any Group Company as currently accessed, used, resold and commercialized by the Group Companies in all material respects (collectively, the “Company IT Systems”). The Company IT Systems are sufficient for the operation of the businesses of the Group Companies as currently conducted in all material respects. The Group Companies have taken commercially reasonable actions designed to protect the confidentiality, integrity and security of the Company IT Systems (and information and transactions stored or contained therein or transmitted thereby) against any unauthorized use, access, interruption, modification or corruption, including the implementation of commercially reasonable procedures relating to (i) cybersecurity, (ii) data backup, (iii) disaster avoidance and recovery, and (iv) business continuity.

(j)            Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, none of the Group Companies have incorporated any Open Source Software in, or used any Open Source Software in connection with, any Group Company Software or any other Software developed, licensed, distributed, used or otherwise exploited by any of the Group Companies in a manner that requires the contribution, distribution, licensing, attribution or disclosure to any third party of any portion of any material proprietary Group Company Software source code or that would otherwise transfer the rights of ownership in any material Owned Intellectual Property of any of the Group Companies to any Person. The Group Companies are in material compliance with the terms and conditions of all relevant licenses for Open Source Software used in the businesses of the Group Companies.

Section 3.15      Privacy and Cybersecurity.

(a)            Except as disclosed on ‎Section 3.15(a) of the Company Disclosure Letter or as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, each of the Group Companies, and, to the Knowledge of the Company, any Person acting for or on behalf of any of the Group Companies have complied with (i) all applicable Privacy Laws, including the Brazilian General Data Protection Law (Brazilian Federal Law No. 13,709/2018) (“LGPD”), (ii) all of such Group Company’s binding and applicable policies and notices regarding the Processing of Personal Information, and (iii) all of such Group Company’s applicable contractual obligations with respect to cybersecurity and the receipt, collection, compilation, use, storage, Processing, sharing, safeguarding, security (technical, physical and administrative), disposal, destruction, disclosure, or transfer (including cross-border) of Personal Information (“Privacy and Cybersecurity Requirements”). Except as disclosed on Section ‎3.15(a) of the Company Disclosure Letter, except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, none of the Group Companies have in the past five years (a) received any written notice of any requests (including from individuals exercising their rights under Privacy Laws) or claims of (including written notice from third parties acting on its or their behalves), nor have any of the Group Companies been charged with, a violation of any Privacy and Cybersecurity Requirements, or (b) been subject to any threatened investigations, notices or requests from any Governmental Authority in relation to their data Processing activities or any alleged breaches of any Privacy and Cybersecurity Requirements.

(b)            Each of the Group Companies has implemented and maintained commercially reasonable safeguards designed to protect Personal Information and other confidential data in its possession or under its control against loss, theft, misuse or unauthorized access, transfer, use, modification or disclosure.

(c)            (i) There have been no material breaches, security incidents, misuse of or unauthorized access to, or unauthorized use, transfer, disclosure, corruption, destruction or loss of, any Personal Information in the possession or control of any of the Group Companies or collected, used or Processed by or on behalf of any of the Group Companies, and (ii) in the past five years, none of the Group Companies have provided or been legally or contractually required to provide any notices to any Person in connection with any material breaches, security incidents, misuse of or unauthorized access to, unauthorized use or transfer, or disclosure of Personal Information. Each of the Group Companies has implemented commercially reasonable disaster recovery and business continuity plans, and taken actions consistent with such plans to safeguard the data and Personal Information in its possession or control.

Section 3.16      Labor and Employee Matters.

(a)            Except as disclosed in Section ‎3.16(a) of the Company Disclosure Letter or as would not have a Company Material Adverse Effect, (i) each Group Company has complied with all applicable Law related to labor or employment, including provisions thereof relating to wages and payrolls, working hours and resting hours, overtime, working conditions, benefits, recruitment, retrenchment, retirement, minimum employment and retirement age, social welfare, equal opportunity, discrimination, worker classification, occupational health and safety, statutory regular health check, wrongful discharge, layoffs or plant closings, immigration, employees provident fund, social security organization and collective bargaining, trade union, employment agreements, compulsory employment insurance, internal labor rules, company regulations, labor discipline, foreign employees, work and residence permits, public holiday and leaves, labor contracts, labor disputes, statutory labor or employment reporting and filing obligations and contracting arrangements, (ii) there is no pending or, to the Knowledge of the Company, threatened in writing Action relating to the violation of any applicable Law by any Group Company related to labor or employment, including any charge or complaint filed by any of its current or former employees, directors, commissioners, officers, consultants or contractors with any Governmental Authority or any Group Company, and (iii) the Group Companies have properly classified for all purposes (including (x) for Tax purposes, (y) for purposes of minimum wage and overtime, and (z) for purposes of determining eligibility to participate in any statutory and non-statutory Benefit Plan) all Persons who have performed services for or on behalf of each such entity, and have properly withheld and paid all applicable Taxes and statutory contributions and made all required filings in connection with services provided by such persons to any of the Group Companies in accordance with such classifications.

(b)            Section ‎3.16(b) of the Company Disclosure Letter sets forth a complete list, as of the date hereof, of each material Benefit Plan. With respect to each material Benefit Plan, the Company has made available to XPAC, to the extent applicable, true, complete and correct copies of (A) such Benefit Plan, including any amendments thereto, and all related trust documents, insurance contracts or other funding vehicles (or, if not written a written summary of its material terms) and (B) the most recent summary plan description, including any summary of material modifications.

(c)            Except as would not have a Company Material Adverse Effect, (i) each of the Benefit Plans has been operated and administered in accordance with its terms, and is in compliance with all applicable Law, and all contributions to, and payments for each such Benefit Plan have been timely made, and, to the Knowledge of the Company, no event, transaction or condition has occurred or exists that would result in any such Liability to any of the Group Companies under such Benefit Plan, (ii) there are no pending or, to the Knowledge of the Company, threatened in writing Actions involving any Benefit Plan (except for routine claims for benefits payable in the normal operation of any Benefit Plan) and to the Knowledge of the Company, no facts or circumstances exist that could give rise to any such Actions, (iii) no Benefit Plan is under investigation or audit by any Governmental Authority and, to the Knowledge of the Company, no such investigation or audit is contemplated or under consideration, and (iv) each Group Company is in compliance with all applicable Laws and Contracts relating to its provision of any form of Social Insurance, and has paid, or made provision for the payment of, all Social Insurance contributions required under applicable Law and Contracts.

(d)            Except as disclosed in Section ‎3.16(d) of the Company Disclosure Letter, neither the execution of any of the Transaction Documents to which the Company is a party nor the consummation of the transactions contemplated thereunder (either alone or in combination with another event) will (i) result in any payment becoming due to any Company employees or any current or former director, officer, employee, independent contractor or consultant of any Group Company; (ii) increase the amount of compensation or any benefits otherwise payable under any of the Benefit Plans, (iii) result in any acceleration of the time of payment, exercisability, funding or vesting of any such benefits, or (iv) result in any payments or benefits that, individually or in combination with any other payment, would constitute the payment of any “excess parachute payment” within the meaning of Section 280G of the Code or in the imposition of an excise Tax under Section 4999 of the Code. All Benefit Plans comply in all material respects with all applicable Laws, and all such plans that are intended to be funded and/or book-reserved are funded and/or book reserved, as appropriate, based upon reasonable actuarial assumptions.

(e)            Except as disclosed in Section ‎3.16(e) of the Company Disclosure Letter, none of the Group Companies or any ERISA Affiliate thereof has any Liability with respect to or under (i) a “multiemployer plan” within the meaning of Section 3(37) or 4001(a)(3) of ERISA, (ii) a “defined benefit plan” (as defined in Section 3(35) of ERISA, whether or not subject to ERISA) or a plan that is or was subject to Title IV of ERISA or Section 412 of the Code, or (iii) a “multiple employer plan” within the meaning of Section 413(c) of the Code or Section 210 of ERISA.

(f)            Except as disclosed in Section ‎3.16(f) of the Company Disclosure Letter or as would not result in a Company Material Adverse Effect, as of the date of this Agreement (i) no employee of any Group Company is represented by a Union, (ii) none of the Group Companies is negotiating any collective bargaining agreement or other Contract with any Union, (iii) to the Knowledge of the Company, (A) there is no effort currently being made or threatened by or on behalf of any Union to organize any employees of any of the Group Companies, and (B) there has been no such effort in the past five years, and (iv) there are no labor troubles (including any work slowdown, lockout, stoppage, picketing or strike) pending, or to the Knowledge of the Company, threatened against any of the Group Companies, and, to the Knowledge of the Company, there have been no such troubles for the past five years. No notice, consent or consultation obligations with respect to any employee of any of the Group Companies or any Union will be a condition precedent to, or triggered by, the execution of this Agreement or the consummation of the transactions contemplated hereby.

Section 3.17      Brokers. Except as set forth in Section ‎3.17 of the Company Disclosure Letter, no broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission or expense reimbursement in connection with the Transactions contemplated based upon arrangements made by and on behalf of any of the Group Companies.

Section 3.18      Proxy/Registration Statement. The information supplied by the Group Companies in writing specifically for inclusion in the Proxy/Registration Statement shall not, at (a) each time the Proxy/Registration Statement is confidentially submitted to, or filed with, the SEC, (b) the time the Proxy/Registration Statement is declared effective, (c) the time the Proxy/Registration Statement (or any amendment thereof or supplement thereto) is first mailed to the XPAC Shareholders, and (d) the time of the XPAC Shareholders’ Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

Section 3.19      Environmental Matters.

(a)            Except as disclosed in Section ‎3.19(a) of the Company Disclosure Letter or as would not result in a Company Material Adverse Effect (i) the Group Companies are, and have been, for the past 10 years, in compliance with all Environmental Laws and have obtained and maintain all Environmental Licenses, (ii) no Action is pending or threatened to revoke, terminate, or suspend any Environmental License, (iii) there is no Action and there are no existing facts or circumstances that could be expected to result in any Environmental License being revoked or modified, or that may result in an such Environmental License not being renewed by the relevant Governmental Authority, (iv) no Group Company is party to any unresolved, pending or, to the Knowledge of the Company, threatened complaints, claims, actions, suits, investigations, inquiries, notices, judgments, decrees, injunctions, orders, requests for information or proceedings arising under or related to Environmental Laws, (v) to the Knowledge of the Company, no conditions currently exist with respect to Leased Real Property that would reasonably be expected to result in any Group Company incurring liabilities or obligations under Environmental Laws, and (vi) to the Knowledge of the Company, no portion of any property currently or formerly owned, used, leased, or operated by any Group Company has been used by any Group Company for the handling, manufacturing, processing, generation, storage or disposal of Hazardous Substances in a manner other than in compliance with applicable Environmental Law and Environmental Licenses

(b)            Section ‎3.19(b) of the Company Disclosure Letter contains a true and correct list of all the material Environmental Licenses required for the Companies to conduct their respective businesses as they are currently being conducted and all such Environmental Licenses are valid and in full force and effect or, if applicable, a request or renewal application has been filed in a timely manner and is pending approval by the relevant Governmental Authority.

Section 3.20      Insurance. Each of the Group Companies has the insurance policies set forth in Section ‎3.20 of the Company Disclosure Letter covering such risks and in such amounts of coverage as the Company deems to be reasonable and appropriate for Persons conducting business in the industries and geographies in which the Group Companies operate, such risks and amounts of coverage as set forth in Section ‎3.20 of the Company Disclosure Letter. All such policies are in full force and effect, all premiums due and payable thereon as of the date of this Agreement have been paid in full as of the date of this Agreement, except as would not result in a Company Material Adverse Effect.

Section 3.21      Customers and Suppliers. Except as disclosed in Section ‎3.21 of the Company Disclosure Letter, as of the date hereof, no Group Company has received any written or, to the Knowledge of the Company, oral notice that any Material Customer or any Material Supplier intends to cease doing business with any Group Company or materially decrease the volume of business that it is presently conducting with any Group Company.

Section 3.22      Company Related Parties. Except as set forth in Section ‎3.22 of the Company Disclosure Letter, (a) the Company has not engaged in any transactions with Company Related Parties that would be required to be disclosed in the Proxy/Registration Statement, and (b) there are no transactions or Contracts in effect between a Group Company and its Company Related Parties as of the date of this Agreement.

Section 3.23      Investigation. Notwithstanding anything contained in this Agreement, each of the Group Companies has made its own investigation of XPAC and neither XPAC nor any of its equityholders, partners, members and Representatives, including the Sponsor, is making any representation or warranty whatsoever, express or implied, beyond those expressly given by XPAC in Article ‎IV.

Section 3.24      Company Board Approval. The Company Board has unanimously approved and declared advisable the execution, delivery and performance of this Agreement by the Company and the consummation of the Transactions to which the Company is a party.

Article IV

REPRESENTATIONS AND WARRANTIES OF XPAC

XPAC hereby represents and warrants to the Company the following, except as set forth in (i) the XPAC SEC Filings (excluding any disclosures in any risk factors section that do not constitute statements of fact, it being acknowledged that nothing disclosed in such XPAC SEC Filings will be deemed to modify or qualify the representations and warranties set forth in Section ‎4.2, Section ‎4.6 or Section ‎4.13), or (ii) the disclosure letter delivered to the Company by XPAC on the date of this Agreement (the “XPAC Disclosure Letter”), which exceptions shall, in the case of clause (ii), be subject to Section ‎11.10 and be deemed to be part of the representations and warranties made in this Article IV and such other representations, warranties or covenants where its relevance as an exception to, qualification of or disclosure for the purpose of such representation, warranty or covenant is reasonably apparent on the face of the disclosure in such XPAC Disclosure Letter.

Section 4.1      Organization, Good Standing, Corporate Power and Qualification. XPAC is an exempted company duly incorporated, validly existing and in good standing under the laws of the Cayman Islands and has requisite corporate power and authority to own and operate its properties and assets, to carry on its business as presently conducted and contemplated to be conducted. XPAC is duly licensed or qualified and in good standing as a foreign corporation in each jurisdiction in which its ownership of property or the character of its activities is such as to require it to be so licensed or qualified or in good standing, as applicable, except where the failure to be so licensed or qualified or in good standing would not have a XPAC Material Adverse Effect. As of the date of this Agreement, the XPAC Articles of Association as previously made available by or on behalf of XPAC to the Company is true and correct.

Section 4.2      Capitalization and Voting Rights.

(a)            Capitalization of XPAC.

(i)            The validly issued share capital of XPAC as of the date of this Agreement is set forth in Section ‎4.2(a)(i) of the XPAC Disclosure Letter which sets forth, as of the date of this Agreement, the following (on a holder-by-holder basis) (i) outstanding Equity Securities of XPAC, by type, class and series, as applicable and (ii) warrants and other Equity Securities purchase rights, if any. As of the date of this Agreement, no XPAC Preference Shares are outstanding.

(ii)            All XPAC Shares that are issued and outstanding (A) have been duly authorized and have been validly issued and are fully paid, (B) were issued in compliance in all material respects with applicable Law, and (C) were not issued in breach or violation of any preemptive rights or Contract.

(b)            No Other Securities. Except as set forth in Section 4.2(a)(i) of the XPAC Disclosure Letter, (i) there are no authorized, outstanding or issued Equity Securities of XPAC, (ii) XPAC is not obligated to issue, sell or transfer any Equity Securities of XPAC, (iii) other than the XPAC Articles of Association, XPAC is not a party or subject to any Contract that affects or relates to the voting or giving of written consents with respect to, or the right to cause the redemption, or repurchase of, any Equity Security of XPAC, (iv) XPAC has not granted any registration rights or information rights to any other Person, nor, upon consummation of the Business Combination, will XPAC be obligated to list any of its Equity Securities on any securities exchange, (v) there are no phantom shares and there are no voting or similar agreements entered into by XPAC which relate to the share capital, registered capital or charter capital of XPAC, and (vi) XPAC has no outstanding bonds, debentures, notes or other obligations the holders of which have the right to vote (or convertible into or exercisable for securities having the right to vote) with the XPAC Shareholders on any matter or any agreements to issue such bonds, debentures, notes or other obligations.

(c)            XPAC does not own or control, directly or indirectly, any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for any equity or similar interest in, any other corporation, partnership, joint venture, limited liability company, association or other business entity.

Section 4.3      Corporate Structure; Subsidiaries. XPAC is not obligated to make any investment in, acquire any Equity Security of, make any capital contribution to, or on behalf of, any other Person.

Section 4.4      Authorization. XPAC has all requisite corporate power and authority to enter into, execute, deliver and perform its obligations under this Agreement and each of the other Transaction Documents to which it is or will be a party and to consummate the transactions contemplated hereunder and thereunder, subject to receipt of XPAC Shareholders’ Approval. All corporate actions on the part of XPAC necessary for the authorization, execution and delivery of this Agreement and the other Transaction Documents to which it is or will be a party and the performance of all its obligations hereunder and thereunder (including any board approval) have been taken prior to the execution and delivery of this Agreement, subject to (a) obtaining XPAC Shareholders’ Approval, and (b) the filing of the Initial Merger Filing Documents. This Agreement and the other Transaction Document to which XPAC is or will be a party is, or when executed by the other parties thereto, will be, valid and legally binding obligations of XPAC, enforceable against it in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other applicable Laws now or hereafter in effect of general application affecting enforcement of creditors’ rights generally, and (ii) as limited by applicable Laws relating to the availability of specific performance, injunctive relief, or other equitable remedies. The only vote of holders of any class or series of capital stock of XPAC that will be necessary to approve and adopt this Agreement and the Transactions contemplated hereby is the XPAC Shareholders’ Approval.

Section 4.5      Consents; No Conflicts. Assuming the representations and warranties in Article ‎III are true and correct, except (a) as otherwise set forth in the XPAC Disclosure Letter, (b) for the XPAC Shareholders’ Approval, (c) for the registration or filing with the Registrar of Companies of the Cayman Islands, the SEC or applicable state blue sky or other securities laws filings with respect to the Transactions, and (d) for such other filings, notifications, notices, submissions, applications, or consents the failure of which to be obtained or made would not have a XPAC Material Adverse Effect, all filings, notifications, notices, submissions, applications, or consents from or with any Governmental Authority or any other Person required in connection with the valid execution, delivery and performance of this Agreement and the other Transaction Documents, and the consummation of the Transactions, in each case on the part of XPAC, have been duly obtained or completed (as applicable) and are in full force and effect as of the date of this Agreement. The execution, delivery and performance of this Agreement and the other Transaction Documents to which it is or will be a party by XPAC does not, and the consummation by XPAC of the transactions contemplated hereby and thereby will not (i) (assuming compliance with the matters referred to in clauses (a) through (d) of the immediately preceding sentence) result in any violation of, be in conflict with, or constitute a default under, require any consent under, or give any Person rights of termination, amendment, acceleration (including acceleration of any obligation of XPAC) or cancellation under, (A) any Governmental Order, (B) any provision of the Organizational Documents of XPAC, each as currently in effect, (C) any applicable Law, (D) any Contract to which XPAC is a party or by which its assets are bound, or (ii) result in the creation of any Security Interest upon any of the properties or assets of XPAC other than any restrictions under federal or state securities laws, this Agreement or the XPAC Articles of Association, except in the case of sub-clauses (A), (C), and (D) of clause (i), as would not have a XPAC Material Adverse Effect.

Section 4.6      Tax Matters. All material Tax Returns required to be filed by or with respect to XPAC have been filed within the requisite period (taking into account any extensions) and such Tax Returns are true, correct and complete in all material respects. All material Taxes due and payable by XPAC have been or will be paid in a timely fashion whether or not shown as due and payable on any Tax Return, except with respect to matters being contested in good faith by appropriate proceeding and with respect to which adequate reserves have been made in accordance with GAAP. XPAC has timely and properly withheld and paid to the applicable Tax authority all material amounts of Taxes required to have been withheld and paid by it in connection with any amounts paid or owing to any employee, independent contractor, creditor, or equityholder. No material deficiencies for any Taxes of XPAC have been asserted in writing by, and no written notice of any action, audit, assessment or other proceeding with respect to any material Tax Returns or material Taxes of XPAC has been received from, any Tax authority, and no dispute or assessment relating to such Tax Returns or such Taxes with any such Tax authority is currently outstanding. XPAC has not agreed to any extension or waiver of the statute of limitations applicable to any material Tax or material Tax Return, or any extension of time with respect to a period of Tax collection, assessment or deficiency for a material Tax, which period (after giving effect to such extension or waiver) has not yet expired, and no request for any such waiver or extension is currently pending (other than an automatic extension of time not requiring the consent of the applicable Tax authority). XPAC is not the beneficiary of any extension of time (other than an automatic extension of time not requiring the consent of the applicable Tax authority) within which to file any material Tax Return. No material claim that is currently outstanding has been made by a Tax authority in a jurisdiction where XPAC does not file Tax Returns that XPAC is or may be subject to taxation by that jurisdiction. XPAC has not taken any action (nor permitted any action to be taken), and is not aware of any fact or circumstance, that would reasonably be expected to prevent, impair or impede the Intended Tax Treatment (excluding, for the avoidance of doubt, any action, fact or circumstance contemplated under this Agreement or other Transaction Documents).

Section 4.7      Financial Statements.

(a)            The financial statements of XPAC contained in XPAC SEC Filings (the “XPAC Financial Statements”) (i) have been prepared in accordance with the books and records of XPAC, (ii) fairly present in all material respects the financial condition and position of XPAC on a consolidated basis as of the dates indicated therein, and the results of operations and cash flows of XPAC on a consolidated basis for the periods indicated therein, and (iii) were prepared in accordance with GAAP applied (except as disclosed therein) on a consistent basis throughout the periods involved.

(b)            XPAC has in place disclosure controls and procedures that are (i) designed to reasonably ensure that material information relating to XPAC is made known to the management of XPAC by others within XPAC, and (ii) effective in all material respects to perform the functions for which they were established. XPAC maintains a system of internal accounting controls sufficient to provide reasonable assurance that (w) transactions are executed in accordance with management’s general or specific authorizations, (x) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (y) access to assets is permitted only in accordance with management’s general or specific authorization, and (z) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences.

(c)            Neither XPAC nor, to the Knowledge of XPAC, any Representative of XPAC, has (i) been made aware in writing of any fraud that involves the XPAC’s management who have a role in the preparation of financial statements, or (ii) received or otherwise had or obtained knowledge of any written complaint, allegation, assertion or claim, regarding the accounting or auditing practices, procedures, methodologies or methods of XPAC with respect to the XPAC Financial Statements or the internal accounting controls of XPAC, including any written complaint, allegation, assertion or claim that XPAC has engaged in questionable accounting or auditing practices. No attorney representing XPAC, whether or not employed by XPAC, has reported evidence of a violation of securities Laws, breach of fiduciary duty or similar violation by XPAC or any of its Representatives to the XPAC Board or any committee thereof or to any director or officer of XPAC.

(d)            XPAC has no liability or obligation of any nature whatsoever, whether direct or indirect, absolute or contingent, accrued or unaccrued, known or unknown, liquidated or not, due or not, individually or in the aggregate, and there is no existing condition, situation or set of circumstances which is reasonably expected to result in such a liability or obligation, other than (i) Liabilities incurred after the XPAC Accounts Date in the Ordinary Course or other Liabilities that individually and in the aggregate are immaterial, and (ii) obligations and liabilities reflected, or reserved against, in the XPAC Financial Statements or as set forth in Section ‎4.7(d) of the XPAC Disclosure Letter.

Section 4.8      Absence of Changes.

(a)            Since the XPAC Accounts Date, (i) to the date of this Agreement XPAC has operated its business in the Ordinary Course and collected receivables and paid payables and similar obligations in the Ordinary Course, and (ii) there has not been any XPAC Material Adverse Effect.

(b)            Between the XPAC Accounts Date and the date of this Agreement, except (i) as set forth in Section ‎4.8(b) of the XPAC Disclosure Letter, or (ii) as required by applicable Law or an order by a Governmental Authority, XPAC has used commercially reasonable efforts to preserve intact the present business organizations of XPAC.

Section 4.9      Actions. Except as set forth in Section ‎4.9 of the XPAC Disclosure Letter or as would not have a XPAC Material Adverse Effect, (a) there is no Action pending or, to the Knowledge of XPAC, threatened in writing against or affecting XPAC, and (b) there is no judgment or award unsatisfied against XPAC, nor is there any Governmental Order in effect and binding on XPAC or its assets or properties.

Section 4.10      Brokers. Except as set forth in Section ‎4.10 of the XPAC Disclosure Letter, no broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission or expense reimbursement in connection with the Transactions contemplated based upon arrangements made by and on behalf of XPAC or any of its Affiliates.

Section 4.11      Proxy/Registration Statement. The information supplied by XPAC in writing specifically for inclusion in the Proxy/Registration Statement shall not, at (a) each time the Proxy/Registration Statement is confidentially submitted to, or filed with, the SEC, (b) the time the Proxy/Registration Statement is declared effective, (c) the time the Proxy/Registration Statement (or any amendment thereof or supplement thereto) is first mailed to the XPAC Shareholders, and (d) the time of the XPAC Shareholders’ Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. All documents that XPAC is responsible for filing with the SEC in connection with the Transactions will comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the Exchange Act.

Section 4.12      SEC Filings. XPAC has timely filed or furnished all statements, prospectuses, registration statements, forms, reports and documents required to be filed or furnished by it with the SEC, pursuant to the Exchange Act or the Securities Act (collectively, as they have been amended since the time of their filing or furnishing through the date of this Agreement, the “XPAC SEC Filings”). Each of the XPAC SEC Filings, as of the respective date of its filing, and as of the date of any amendment, complied in all material respects with the requirements of the Securities Act, the Exchange Act or the Sarbanes-Oxley Act applicable to such XPAC SEC Filings. As of the respective date of its filing (or if amended or superseded by a filing prior to the date of this Agreement or the Acquisition Closing Date, then on the date of such filing), the XPAC SEC Filings did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC with respect to any XPAC SEC Filing. To the Knowledge of XPAC, none of the XPAC SEC Filings filed on or prior to the date of this Agreement is subject to ongoing SEC review or investigation as of the date of this Agreement.

Section 4.13      Trust Account. As of the date of this Agreement, XPAC has at least $219,000,000 in the Trust Account, such monies invested in United States government securities or money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act pursuant to the Investment Management Trust Agreement, dated as of July 29, 2021, between XPAC and CST, as trustee (in such capacity, the “Trustee,” and such Investment Management Trust Agreement, the “Trust Agreement”). As of the date hereof, XPAC has not released any money from the Trust Account (other than interest earned thereon as permitted by the Trust Agreement). There are no separate Contracts, side letters or other arrangements or understandings (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the XPAC SEC Filings to be inaccurate in any material respect or that would entitle any Person (other than XPAC Shareholders holding XPAC Ordinary Shares (prior to the Acquisition Effective Time) sold in XPAC’s IPO who shall have elected to redeem their XPAC Ordinary Shares (prior to the Acquisition Effective Time) pursuant to the XPAC Articles of Association) to any portion of the proceeds in the Trust Account. Prior to the Acquisition Closing, none of the funds held in the Trust Account may be released other than to pay Taxes and payments with respect to all XPAC Share Redemptions. There are no Actions pending or, to the Knowledge of XPAC, threatened with respect to the Trust Account. XPAC has performed all material obligations required to be performed by it to date under, and is not in default, breach or delinquent in performance or any other respect (claimed or actual) in connection with, the Trust Agreement, and no event has occurred which, with due notice or lapse of time or both, would constitute such a default or breach thereunder. As of the Acquisition Closing, the obligations of XPAC to dissolve or liquidate pursuant to the XPAC Articles of Association shall terminate, and as of the Acquisition Closing, XPAC shall have no obligation whatsoever pursuant to the XPAC Articles of Association to dissolve and liquidate the assets of XPAC by reason of the consummation of the Transactions. To the Knowledge of XPAC, as of the date of this Agreement, following the Acquisition Closing, no XPAC Shareholder is entitled to receive any amount from the Trust Account except to the extent such XPAC Shareholder has exercised a XPAC Share Redemption. As of the date of this Agreement, assuming the accuracy of the representations and warranties contained in Article ‎III and the compliance by the Company with its obligations hereunder, XPAC has no reason to believe that any of the conditions to the use of funds in the Trust Account will not be satisfied or funds available in the Trust Account will not be available to XPAC on the Acquisition Closing Date.

Section 4.14      Investment Company Act; JOBS Act. XPAC is not an “investment company” or a Person directly or indirectly “controlled” by or acting on behalf of an “investment company”, in each case within the meaning of the Investment Company Act. XPAC constitutes an “emerging growth company” within the meaning of the JOBS Act.

Section 4.15      Business Activities.

(a)            Since its incorporation, XPAC has not conducted any business activities other than activities related to XPAC’s IPO or directed toward the accomplishment of a Business Combination. Except as set forth in the XPAC Articles of Association or as otherwise contemplated by the Transaction Documents and the Transactions, there is no Contract to which XPAC is a party which has or would reasonably be expected to have the effect of prohibiting or impairing in any material respect any business practice of XPAC or any acquisition of property by XPAC or the conduct of business by XPAC as currently conducted or as contemplated to be conducted as of the Acquisition Closing.

(b)            Except for the Transactions, XPAC does not own or have a right to acquire, directly or indirectly, any interest or investment (whether equity or debt) in any corporation, partnership, joint venture, business, trust or other entity. Except for this Agreement and the Transaction Documents and the transactions contemplated hereby and thereby, XPAC has no material interests, rights, obligations or liabilities with respect to, and is not party to, bound by or has its assets or property subject to, in each case whether directly or indirectly, any Contract or transaction which is, or would reasonably be interpreted as constituting, a Business Combination.

Section 4.16      Nasdaq Listing. XPAC Class A Ordinary Shares, XPAC Warrants and XPAC Units are each registered pursuant to Section 12(b) of the Exchange Act and are listed for trading on Nasdaq under the symbol “XPAX”, “XPAXW” and “XPAXU”, respectively. XPAC is in compliance with the rules of Nasdaq and there is no Action pending or, to the Knowledge of XPAC, threatened against XPAC by Nasdaq or the SEC with respect to any intention by such entity to deregister XPAC Class A Ordinary Shares, XPAC Warrants or XPAC Units or terminate the listing thereof on Nasdaq. XPAC has not taken any action in an attempt to terminate the registration of XPAC Class A Ordinary Shares, XPAC Warrants or XPAC Units under the Exchange Act except as contemplated by this Agreement.

Section 4.17      Board Approval. The XPAC Board has unanimously (a) determined that this Agreement, the Mergers and the other Transactions are in the best interests of XPAC and constitute a Business Combination, (b)(i) approved and declared advisable this Agreement and the execution, delivery and performance of this Agreement and the consummation of the Transactions, and (ii) approved and declared advisable the Sponsor Support Agreement, the Assignment, Assumption and Amendment Agreement, any PIPE Subscription Agreements, the Voting and Support Agreement, the Registration Rights Agreement and the execution, delivery and performance thereof, (c) made the XPAC Board Recommendation, and (d) directed that this Agreement, the Plan of Initial Merger and the Initial Merger transaction be submitted to the shareholders of XPAC for their adoption and/or approval.

Section 4.18      PIPE Investments.

(a)            On or prior to the Initial Merger Effective Time, XPAC shall deliver to the Company true, correct and complete copies of each of the PIPE Subscription Agreements, if any, pursuant to which the PIPE Investors shall have committed to provide equity financing to PubCo solely for purposes of consummating the Transactions in the aggregate purchase price set forth therein (the “Investment Amount”). With respect to each PIPE Subscription Agreement entered into with a PIPE Investor that is not an Affiliate of XPAC, to the Knowledge of XPAC, as of the Initial Merger Effective Time and the Acquisition Effective Time, such PIPE Subscription Agreement will be in full force and effect and shall not have been withdrawn or terminated, or otherwise amended or modified, in any material respect, and no withdrawal or termination, or amendment or modification in any material respect shall be contemplated by XPAC. With respect to each PIPE Subscription Agreement entered into with a PIPE Investor that is an Affiliate of XPAC, as of the Initial Merger Effective Time and the Acquisition Effective Time, such PIPE Subscription Agreement will be in full force and effect and will not have been withdrawn or terminated, or otherwise amended or modified, in any material respect, and no withdrawal or termination, or amendment or modification in any material respect shall be contemplated by XPAC. As of the Initial Merger Effective Time and the Acquisition Effective Time, each PIPE Subscription Agreement will be a legal, valid and binding obligation of XPAC and each PIPE Investor that is an Affiliate of XPAC, and neither the execution or delivery by XPAC or any PIPE Investor that is an Affiliate of XPAC nor the performance of XPAC’s obligations or the obligations of any PIPE Investor that is an Affiliate of XPAC under any such PIPE Subscription Agreement will violate any Laws. As of the Initial Merger Effective Time, there shall be no other agreements, side letters, or arrangements between XPAC and any PIPE Investor relating to any PIPE Subscription Agreement that could affect in any material respect the obligation of such PIPE Investor to fund the relevant Investment Amount set forth in the PIPE Subscription Agreement of such PIPE Investor and, as of the Initial Merger Effective Time, XPAC will not know of any facts or circumstances that may reasonably be expected to result in any of the conditions set forth in any PIPE Subscription Agreement not being satisfied, or any Investment Amount not being made available to PubCo on the Acquisition Closing Date consistent with the terms and conditions hereof including Section ‎9.4. As of the Initial Merger Effective Time, no event will have occurred that, with or without notice, lapse of time or both, would constitute a default or breach on the part of XPAC under any material term or condition of any PIPE Subscription Agreement and XPAC will not have a reason to believe that XPAC or any PIPE Investor will be unable to satisfy in all material respects on a timely basis any term or condition of closing to be satisfied by it contained in any PIPE Subscription Agreement. As of the Initial Merger Effective Time and the Acquisition Effective Time, the PIPE Subscription Agreements will contain all of the conditions precedent (other than the conditions contained in the other Transaction Documents) to the obligations of the PIPE Investors to fund the relevant Investment Amount set forth in the PIPE Subscription Agreements on the terms therein.

(b)            Except as set forth in ‎Section 4.18(b) of the XPAC Disclosure Letter and except as set forth in any PIPE Subscription Agreement, no fees, consideration or other discounts will be payable or will have been agreed to be paid by XPAC or any of its Affiliates (including, from and after the Acquisition Closing, the Newco Surviving Entity and its Subsidiaries) to any PIPE Investor or any other Person in respect of the investment by any PIPE Investor.

Section 4.19      XPAC Related Parties. Except as set forth in Section ‎4.19 of the XPAC Disclosure Letter, XPAC has not engaged in any transactions with XPAC Related Parties that would be required to be disclosed in the Proxy/Registration Statement, and (b) there are no transactions or Contracts in effect between XPAC and XPAC Related Parties as of the date of this Agreement.

Section 4.20      Compliance with Laws.

(a)            As of the date of this Agreement, XPAC is not engaged in any proceedings, demands, inquiries, hearings or, to the Knowledge of XPAC, investigations, before any court, statutory or governmental body, department, board or agency relating to applicable Anticorruption Laws or Sanctions, and to the Knowledge of XPAC, no such proceeding, demand, inquiry, hearing or investigation has been threatened in writing.

(b)            For the past 10 years, none of XPAC nor, to the Knowledge of XPAC, any of its directors, officers, employees, agents or any other Persons acting for or on their behalf has (i) made any bribe, influence payment, kickback, payoff, benefits or any other type of payment (whether tangible or intangible) that would be unlawful under any applicable Anticorruption Laws, (ii) been in violation of any Anticorruption Law, offered, paid, promised to pay, or authorized any payment or transfer of anything of value, directly or indirectly, to any person for the purpose of (A) influencing any act or decision of any Government Official in his official capacity, (B) inducing a Government Official to do or omit to do any act in relation to his lawful duty, (C) securing any improper advantage, (D) inducing a Government Official to influence or affect any act, decision or omission of any Governmental Authority, or (E) assisting XPAC, or any agent or any other Person acting for or on behalf of XPAC, in obtaining or retaining business for or with, or in directing business to, any Person, or (iii) accepted or received any contributions, payments, gifts, or expenditures that would be unlawful under any Anticorruption Law.

(c)            For the past 10 years, neither XPAC nor, to the Knowledge of XPAC, any of its directors, or officers has been found by a Governmental Authority to have violated any Anticorruption Laws or has been subject to any indictment or any government investigation with respect to any Anticorruption Laws.

(d)            Neither XPAC nor, to the Knowledge of XPAC, any of its directors, officers or employees, or any agent or any other Person acting for or on behalf of XPAC, is a Prohibited Person. In the past five years, XPAC has not knowingly conducted or agreed to conduct any business, or knowingly entered into or agreed to enter into any transaction with a Prohibited Person, in violation of Sanctions.

(e)            In the past five years, XPAC and its directors, officers, employees and any other Persons acting on their behalf and, to the Knowledge of XPAC, neither XP Inc. nor any investment fund or portfolio company controlled or managed by the Sponsor (if any), have been in material compliance with any applicable Sanctions. In the past five years, (i) no Governmental Authority has initiated any action or imposed any civil or criminal fine, penalty, seizure, forfeiture, revocation of an authorization, debarment or denial of future authorizations against XPAC or any of its directors, officers or employees or any other Persons acting on their behalf or, to the Knowledge of XPAC, XP Inc. or any investment fund or portfolio company controlled or managed by the Sponsor (if any), in connection with any actual or alleged violation of any applicable Sanctions, (ii) there have been no claims, actual or threatened in writing, or requests for information by a Governmental Authority received by XPAC with respect to the compliance by XPAC or, to the Knowledge of XPAC, XP Inc. or any investment fund or portfolio company controlled or managed by the Sponsor (if any) with applicable Sanctions, and (iii) and no disclosures have been made to any Governmental Authority with respect to any actual or potential noncompliance with applicable Sanctions. XPAC has policies and procedures reasonably designed to promote compliance with applicable Sanctions.

Section 4.21      No Outside Reliance. Notwithstanding anything contained in this Agreement, each of XPAC and its equityholders, partners, members and Representatives, including the Sponsor, has made its own investigation of the Group Companies and neither the Company nor any of its Affiliates, agents or Representatives is making any representation or warranty whatsoever, express or implied, beyond those expressly given by the Company in Article ‎III, including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the Group Companies. Except as otherwise expressly set forth in this Agreement, XPAC understands and agrees that any assets, properties and business of the Group Companies are furnished “as is”, “where is” and subject to and except as otherwise provided in the representations and warranties contained in Article ‎III, with all faults and without any other representation or warranty of any nature whatsoever.

Article V

REPRESENTATIONS AND WARRANTIES OF THE ACQUISITION ENTITIES

PubCo, Merger Sub 1 and Merger Sub 2 (each, an “Acquisition Entity”) hereby jointly and severally represent and warrant to XPAC, the following:

Section 5.1      Organization, Good Standing, Corporate Power and Qualification. Each Acquisition Entity is an exempted company duly incorporated, validly existing and in good standing under the laws of the Cayman Islands and has requisite corporate power and authority to own and operate properties and assets, to carry on its business as presently conducted and contemplated to be conducted. As of the date of this Agreement, the Organizational Documents of the Acquisition Entities as previously made available by or on behalf of the Acquisition Entities to XPAC are true and correct.

Section 5.2      Capitalization and Voting Rights.

(a)            Capitalization. As of the date of this Agreement, the authorized share capital of PubCo consists of one share (the “PubCo Share”) which is issued and outstanding as of the date of this Agreement. The authorized share capital of Merger Sub 1 consists of one share (the “Merger Sub 1 Share”) which is issued and outstanding as of the date of this Agreement. The authorized share capital of Merger Sub 2 consists of one share (the “Merger Sub 2 Share”) which is issued and outstanding as of the date of this Agreement. The PubCo Ordinary Share, the Merger Sub 1 Share and the Merger Sub 2 Share, and any PubCo Ordinary Shares and shares of Merger Sub 1 and Merger Sub 2 that will be issued pursuant to the Transactions, (i) have been, or will be prior to such issuance, duly authorized and have been, or will be at the time of issuance, validly issued and are fully paid, (ii) were, or will be, issued, in compliance in all material respects with applicable Law, and (iii) were not, and will not be, issued in breach or violation of any preemptive rights or Contract. The PubCo Share is and will continue to be owned by Wilson Ernesto da Silva until the Initial Merger Effective Time, and PubCo owns all Equity Securities in Merger Sub 1 and Merger Sub 2.

(b)            No Other Securities. Except as set forth in Section ‎5.2(a), (i) no Acquisition Entity has authorized, outstanding or issued any Equity Securities, (ii) no Acquisition Entity is obligated to issue, sell or transfer any Equity Securities, (iii) no Acquisition Entity is a party or subject to any Contract that affects or relates to the voting or giving of written consents with respect to, or the right to cause the redemption, or repurchase of, any Equity Security of such Acquisition Entity, (iv) no Acquisition Entity has granted any registration rights or information rights to any other Person, (v) there are no phantom shares and there are no voting or similar agreements entered into by any Acquisition Entity which relate to the share capital, registered capital or charter capital of such Acquisition Entity, and (vi) no Acquisition Entity has outstanding any bonds, debentures, notes or other obligations the holders of which have the right to vote (or convertible into or exercisable for securities having the right to vote) with the shareholders of such Acquisition Entity on any matter or any agreements to issue such bonds, debentures, notes or other obligations.

(c)            PubCo does not own or control, directly or indirectly, any interest in any corporation, partnership, limited liability company, association or other business entity, other than, as of the date of this Agreement, Merger Sub 1 and Merger Sub 2 and, as of the Acquisition Closing Date, Merger Sub 1 and Newco Surviving Entity and, indirectly, the other Group Companies. Neither Merger Sub 1 nor Merger Sub 2 owns or controls, directly or indirectly, any interest in any corporation, partnership, limited liability company, association or other business entity.

Section 5.3      Corporate Structure; Subsidiaries. No Acquisition Entity is obligated to make any investment in or capital contribution to or on behalf of any other Person other than in connection with the Transactions.

Section 5.4      Authorization. Each Acquisition Entity has all requisite corporate power and authority to enter into, execute, deliver and perform its obligations under this Agreement and the other Transaction Documents to which it is or will be a party and to consummate the transactions contemplated hereunder and thereunder. All corporate actions on the part of each Acquisition Entity necessary for the authorization, execution and delivery of this Agreement and the other Transaction Documents to which it is or will be a party and the performance of all its obligations thereunder (including any board or shareholder approval, as applicable) have been taken, subject to the filing of the Initial Merger Filing Documents and the Acquisition Merger Filing Documents. This Agreement and the other Transaction Document to which an Acquisition Entity is or will be a party is, or when executed by the other parties thereto, will be, valid and legally binding obligations of such Acquisition Entity enforceable against it in accordance with its terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other applicable Laws now or hereafter in effect of general application affecting enforcement of creditors’ rights generally, and (b) as limited by applicable Laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.

Section 5.5      Consents; No Conflicts. Assuming the representations and warranties in Article ‎III are true and correct, except (a) for the registration or filing with the Registrar of Companies of the Cayman Islands, the SEC or applicable state blue sky or other securities laws filings with respect to the Transactions, and (b) for such other filings, notifications, notices, submissions, applications, or consents the failure of which to be obtained or made would not have a Company Material Adverse Effect, all filings, notifications, notices, submissions, applications, or consents from or with any Governmental Authority or any other Person required in connection with the valid execution, delivery and performance of this Agreement and the other Transaction Documents, and the consummation of the Transactions, in each case on the part of each Acquisition Entity, have been duly obtained or completed (as applicable) and are in full force and effect. The execution, delivery and performance of this Agreement and the other each Transaction Documents to which it is or will be a party by each Acquisition Entity does not, and the consummation by such Acquisition Entity of the transactions contemplated hereby and thereby will not result in any violation of, be in conflict with, or constitute a default under, require any consent under, or give any Person rights of termination, amendment, acceleration (including acceleration of any obligation of such Acquisition Entity) or cancellation under, (a) (i) any Governmental Order, (ii) any provision of the Organizational Documents of such Acquisition Entity, (iii) any applicable Law, (iv) any Contract to which such Acquisition Entity is a party or by which its assets are bound, or (b) result in the creation of any Security Interest upon any of the properties or assets of such Acquisition Entity other than any restrictions under federal or state securities laws, this Agreement or the Organizational Documents of such Acquisition Entity, except in the case of sub-clauses (i), (iii), and (iv) of clause (a), as has not had, and would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the ability of any Acquisition Entity to enter into and perform the Transaction Documents to which it is or will be a party and to consummate the Transactions.

Section 5.6      Absence of Changes. Since the date of its incorporation, each Acquisition Entity has operated its business in the Ordinary Course.

Section 5.7      Actions. Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the ability of any Acquisition Entity to enter into and perform the Transaction Documents to which it is or will be a party and to consummate the Transactions, (a) there is no Action pending or, to the Knowledge of XPAC, threatened in writing against or affecting any Acquisition Entity, and (b) there is no judgment or award unsatisfied against such Acquisition Entity, nor is there any Governmental Order in effect and binding on any Acquisition Entity or its assets or properties.

Section 5.8      Brokers. Except as set forth in Section ‎3.17 of the Company Disclosure Letter, no broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission or expense reimbursement in connection with the Transactions contemplated based upon arrangements made by and on behalf of any Acquisition Entity or any of its Affiliates.

Section 5.9      Proxy/Registration Statement. The information supplied by each Acquisition Entity in writing specifically for inclusion in the Proxy/Registration Statement shall not, at (a) the time the Proxy/Registration Statement is declared effective, (b) the time the Proxy/Registration Statement (or any amendment thereof or supplement thereto) is first mailed to the XPAC Shareholders, and (c) the time of the XPAC Shareholders’ Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. All documents that an Acquisition Entity is responsible for filing with the SEC in connection with the Transactions will comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the Exchange Act.

Section 5.10      Business Activities. Each Acquisition Entity was formed solely for the purpose of effecting the Transactions and has not engaged in any business activities or conducted any operations other than in connection with the Transactions and has no, and at all times prior to the Acquisition Closing except as expressly contemplated by the Transaction Documents and the Transactions, will have no, assets, liabilities or obligations of any kind or nature whatsoever other than those incident to its formation.

Section 5.11      PIPE Investment.

(a)            On or prior the Initial Merger Effective Time, PubCo shall deliver to XPAC and the Company true, correct and complete copies of any PIPE Subscription Agreement entered into by PubCo. With respect to each PIPE Investor, as of the Initial Merger Effective Time and the Acquisition Effective Time, the PIPE Subscription Agreement with such PIPE Investor will be in full force and effect and shall not have been withdrawn or terminated, or otherwise amended or modified, in any material respect, and no withdrawal or termination, amendment or modification in any material respect shall be contemplated by PubCo. As of the Initial Merger Effective Time and the Acquisition Effective Time, each PIPE Subscription Agreement will be a legal, valid and binding obligation of PubCo and each PIPE Investor, and neither the execution or delivery by any party thereto nor the performance of any party’s obligations under any such PIPE Subscription Agreement will violate any Laws. As of the Initial Merger Effective Time, there shall be no other agreements, side letters, or arrangements between any Acquisition Entity and any PIPE Investor relating to any PIPE Subscription Agreement that could affect in any material respect the obligation of such PIPE Investor to fund the relevant Investment Amount set forth in the PIPE Subscription Agreement of such PIPE Investor and, as of the Initial Merger Effective Time, no Acquisition Entity will know of any facts or circumstances that may reasonably be expected to result in any of the conditions set forth in any PIPE Subscription Agreement not being satisfied, or any Investment Amount not being made available to PubCo, on the Acquisition Closing Date consistent with the terms and conditions hereof, including ‎Section 9.4. As of the Initial Merger Effective Time, no event will have occurred that, with or without notice, lapse of time or both, would constitute a default or breach on the part of an Acquisition Entity under any material term or condition of any PIPE Subscription Agreement and no Acquisition Entity will have a reason to believe that XPAC will be unable to satisfy in all material respects on a timely basis any term or condition of closing to be satisfied by it contained in any PIPE Subscription Agreement. As of the Initial Merger Effective Time and the Acquisition Effective Time, the PIPE Subscription Agreements will contain all of the conditions precedent (other than the conditions contained in the other Transaction Documents) to the obligations of the PIPE Investors to fund the relevant Investment Amount set forth in the PIPE Subscription Agreements on the terms therein.

(b)            Except as set forth in any PIPE Subscription Agreement, no fees, consideration or other discounts will be payable or will have been agreed to be paid by PubCo or any of its Affiliates (including, from and after the Acquisition Closing, the Newco Surviving Entity and its Subsidiaries) to any PIPE Investor or any other Person in respect of the investment by any PIPE Investor.

Section 5.12      Intended Tax Treatment. Merger Sub 1 and Merger Sub 2 have each elected or will elect to be disregarded as an entity separate from PubCo for U.S. federal income tax purposes as of the effective date of its formation and have not subsequently changed such classification. No Acquisition Entity has taken any action (nor permitted any action to be taken), or is aware of any fact or circumstance, that would reasonably be expected to prevent, impair or impede the Intended Tax Treatment (excluding, for the avoidance of doubt, any action, fact or circumstance contemplated under this Agreement or other Transaction Documents).

Section 5.13      Foreign Private Issuer. PubCo is, on the date of this Agreement, and shall be at all times commencing from the date 30 days prior to the first filing of the Proxy/Registration Statement with the SEC through the Acquisition Closing, a foreign private issuer as defined in Rule 405 under the Securities Act.

Section 5.14      Investment Company Act; JOBS Act. No Acquisition Entity is an “investment company” or a Person directly or indirectly “controlled” by or acting on behalf of an “investment company”, in each case within the meaning of the Investment Company Act. PubCo constitutes an “emerging growth company” within the meaning of the JOBS Act.

Section 5.15      No Outside Reliance. Notwithstanding anything contained in this Agreement, each of the Acquisition Entities, and any of their respective equityholders, partners, members or Representatives has made its own investigation of the Group Companies and that neither the Company nor any of its agents or Representatives is making any representation or warranty whatsoever, express or implied, beyond those expressly given by the Company in Article ‎III, including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the Group Companies. Except as otherwise expressly set forth in this Agreement, such Acquisition Entity understands and agrees that any assets, properties and business of the Company and any of its Subsidiaries and Material Subsidiaries are furnished “as is”, “where is” and subject to and except as otherwise provided in the representations and warranties contained in Article ‎III, with all faults and without any other representation or warranty of any nature whatsoever.

Article VI

COVENANTS OF THE COMPANY

Section 6.1      Conduct of Business. Except (i) as contemplated or permitted by the Transaction Documents, (ii) as required by applicable Law, (iii) as a result of or in connection with COVID-19 or any COVID-19 Measures, (iv) as set forth on Section ‎6.1 of the Company Disclosure Letter or (v) as consented to by XPAC in writing (which consent shall not be unreasonably conditioned, withheld, delayed or denied), from the date of this Agreement through the earlier of the Acquisition Closing or valid termination of this Agreement pursuant to Article ‎X (the “Interim Period”), the Company (1) shall use commercially reasonable efforts to operate the business of the Group Companies in all material respects in the Ordinary Course, and (2) shall not, and shall not permit its Subsidiaries to:

(a)            (i) amend its memorandum and articles of association or other Organizational Documents (whether by merger, consolidation, amalgamation or otherwise), or (ii) propose or adopt a plan of complete or partial liquidation or dissolution, consolidation, restructuring, recapitalization or other reorganization;

(b)            except for transactions solely among the Group Companies, incur, assume, guarantee or repurchase or otherwise become liable for any indebtedness for borrowed money, issue or sell any debt securities or options, warrants or other rights to acquire debt securities, in a principal amount exceeding $2,000,000 (or its equivalent in any other currency) other than (i) in connection with the refinancing of Indebtedness existing on the date of this Agreement on terms that are not materially more onerous than such existing Indebtedness and without increasing the principal amount thereof (“Permitted Refinancing Indebtedness”), (ii) the incurrence of Permitted Indebtedness, (iii) the incurrence of Additional Permitted Indebtedness (if applicable), (iv) advances for business expenses to employees and loans or advances to customers and suppliers in the Ordinary Course, and (v) in connection with a Receivables Financing;

(c)            transfer, issue, sell, grant, pledge or otherwise dispose of, or amend any agreements (including the Company ESOPs) in relation to, any of its Equity Securities, or any options, warrants, rights of conversion or other rights, agreements, arrangements or commitment obligations to issue, deliver or sell any Equity Securities of any Group Company, in each case, other than (i) the issuance of shares upon exercise of awards under the Company ESOPs in accordance with the existing terms thereof, (ii) the issuance of shares pursuant to obligations incurred by the Company prior to the date hereof as set forth in Section ‎6.1(c) of the Company Disclosure Letter, or (iii) the September 2021 Company ESOP Amendments;

(d)            except as (i) would not have a Company Material Adverse Effect, (ii) required under the terms of any Benefit Plan existing as of the date of this Agreement, (iii) in the Ordinary Course, or (iv) pursuant to the September 2021 Company ESOP Amendments, (A) amend, modify, adopt, enter into or terminate any Benefit Plan or any benefit or compensation plan, policy, program or Contract that would be a Benefit Plan if in effect as of the date of this Agreement, or (B) take any action to accelerate any payment, right to payment, or benefit, or the funding of any payment, right to payment or benefit, payable or to become payable to any beneficiary thereof;

(e)            sell, lease, exclusively license, transfer, abandon, allow to lapse or dispose of any material property or assets, in any single transaction or series of related transactions, except for (i) transactions pursuant to Contracts entered into in the Ordinary Course, or (ii) other transactions that do not exceed $2,000,000 (or its equivalent in any other currency) individually or in the aggregate, (iii) dispositions of obsolete, surplus or worn out assets that are no longer useful in the conduct of the businesses of the Group Companies, (iv) transactions in connection with a Receivables Financing, or (v) transactions in connection with a the incurrence of Permitted Indebtedness, Permitted Refinancing Indebtedness or Additional Permitted Indebtedness (if applicable);

(f)            merge, consolidate or amalgamate with or into any Person;

(g)            except for transactions solely among the Group Companies, make any acquisition of, or investment in, a business, by purchase of stock, securities or assets, merger or consolidation, or contributions to capital, or loans or advances, in any such case with a value or purchase price in excess of $2,000,000 (or its equivalent in any other currency) individually or in the aggregate;

(h)            settle any Action by any Governmental Authority or any other third-party material to the business of the Company in excess of $1,000,000 (or its equivalent in any other currency);

(i)            split, combine or reclassify any shares of its share capital, (ii) redeem, repurchase, cancel or otherwise acquire or offer to redeem, repurchase, or otherwise acquire any of its Equity Securities, except for the redemption of Equity Securities issued under the Company ESOPs in accordance with repurchase rights existing on the date of this Agreement and the transactions contemplated by the Company Reorganization, (iii) declare, set aside, make or pay any dividend or other distribution, payable in cash, shares, property or otherwise, with respect to any of its share capital, or (iv) amend any term or alter any rights of any of its outstanding Equity Securities;

(j)            authorize, make or incur any capital expenditures or obligations or liabilities in connection therewith, other than any capital expenditures or obligations or liabilities in an amount not to exceed $2,000,000 (or its equivalent in any other currency) in the aggregate;

(k)            enter into any Material Contract, or amend any such Material Contract in any material respect, in each case in a manner that is adverse to any of the Group Companies taken as a whole, except (i) in the Ordinary Course, including, without limitation, new Contracts with customers, irrespective of amount, provided such Contracts are entered into in the Ordinary Course, (ii) in connection with the repayment or termination of existing Indebtedness, (iii) in connection with the incurrence of Permitted Refinancing Indebtedness, or Permitted Indebtedness or Additional Permitted Indebtedness (if applicable), (iv) in connection with a Receivables Financing, or (v) for entering into any new Material Contract that does not aggregate for any such new Material Contract more than $1,000,000 (or its equivalent in any other currency) of value or obligations above the applicable threshold set forth in the definition of “Material Contract”; provided, however, that to the extent that another sub-section of this Section ‎6.1 would permit the entry into of a Material Contract in a higher monetary threshold than in the definition of “Material Contract”, then this Section ‎6.1(k) shall not prevent the entry into of such Material Contract in such higher monetary threshold;

(l)            voluntarily terminate, suspend, abrogate, amend or modify any Material Permit in a manner materially adverse to any of the Group Companies except in the Ordinary Course;

(m)            make any material change in its accounting principles, methods or practices unless required by IFRS or as is necessary to maintain compliance with PCAOB auditing standards;

(n)            enter into, renew or amend any PIPE Subscription Agreement; or

(o)            enter into any transaction, agreement, arrangement or otherwise make a commitment to do any of the foregoing (except to the extent that such a transaction, agreement, arrangement or commitment would be permitted by a subsection of the foregoing Section ‎6.1).

Notwithstanding any other provision of this Agreement, any Group Company shall be permitted to incur Indebtedness in excess of the maximum amount of Permitted Indebtedness (“Additional Permitted Indebtedness”): (a) without the consent of XPAC if, as of immediately prior to the Acquisition Closing, to the extent that the Company Consolidated Net Debt shall have increased by more than R$200,000,000 as compared to the Company Consolidated Net Debt on the date of this Agreement, then such excess of Company Consolidated Net Debt (the “Excess of Permitted Indebtedness”) shall reduce the Acquisition Closing Equity Value on a dollar-for-dollar basis, as provided for in the definition of “Acquisition Closing Equity Value” set forth in Section ‎1.1, or (b) if XPAC consents in writing to the incurrence of an amount of such Indebtedness in excess of the maximum amount of Permitted Indebtedness with express reference to the definition of Additional Permitted Indebtedness in such consent.

For the avoidance of doubt, if any action taken or refrained from being taken by the Company or any Subsidiary is covered by any subsection of this Section 6.1 and not prohibited thereunder, the taking or not taking of such action shall not be deemed to be in violation of any other subsection of this Section 6.1.

Section 6.2      Access to Information. Upon reasonable prior notice and subject to applicable Law, from the date of this Agreement until the Acquisition Effective Time, the Company shall, and shall cause each of the Group Companies and each of their respective officers, directors and employees to, and shall use its commercially reasonable efforts to cause its Representatives to, afford XPAC and its officers, directors, employees and Representatives, following notice from XPAC in accordance with this Section ‎6.2, reasonable access during normal business hours to the officers, employees, agents, properties, offices and other facilities, books and records of the Company and each Group Company, and all other financial, operating and other data and information as shall be reasonably requested, in each case, for the purpose of effecting the Transactions; provided, however, that in each case, the Company shall not be required to disclose any document or information, or permit any inspection, that would, in the reasonable judgment of the Company, (a) result in the disclosure of any trade secrets or violate the terms of any confidentiality provisions in any agreement with a third party, (b) result in a violation of applicable Law, including any fiduciary duty, (c) waive the protection of any attorney-client privilege, or (d) result in the disclosure of any sensitive or personal information that would expose the Company to the risk of Liabilities, including a potential failure to comply with the requirements of Section 6.8 and Section 7.7. All information and materials provided pursuant to this Agreement will be subject to the provisions of the NDA, will be granted under conditions that shall not unreasonably interfere with the business and operations of the parties to this Agreement or their respective Representatives, and may, at the Company’s option, be provided via a remote or digital medium and shall be subject to any applicable COVID-19 Measures.

Section 6.3      Acquisition Proposals and Alternative Transactions. During the Interim Period, except as contemplated by the Transaction Documents, the Company shall not, and it shall cause each Group Company and each of their respective Controlled Affiliates and its and their respective Representatives not to, directly or indirectly: (a) solicit, initiate, submit, facilitate (including by means of furnishing or disclosing information), discuss or negotiate, directly or indirectly, any inquiry, proposal or offer (written or oral) with any third-party (including any Competing SPAC) with respect to a Company Acquisition Proposal; (b) furnish or disclose any non-public information to any third-party (including to any Competing SPAC) in connection with or that would reasonably be expected to lead to a Company Acquisition Proposal; (c) enter into any agreement, arrangement or understanding with any third party (including a Competing SPAC) regarding a Company Acquisition Proposal; (d) prepare or take any steps in connection with a public offering of any Equity Securities of any Group Company, or a newly-formed holding company or Subsidiary of any Group Company, or (d) otherwise cooperate in any way with, or assist or participate in, or knowingly facilitate or encourage any effort or attempt by any Person to do or seek to do any of the foregoing.

Section 6.4      D&O Indemnification and Insurance.

(a)            From and after the Acquisition Closing, the Newco Surviving Entity, Merger Sub 1 and PubCo shall jointly and severally indemnify and hold harmless each present and former director and officer of the Company, any of its Subsidiaries, XPAC and any Acquisition Entity (in each case, solely to the extent acting in his or her capacity as such and to the extent such activities are related to the business of the Company, its Subsidiaries, XPAC or such Acquisition Entity, respectively) (the “D&O Indemnified Parties”) against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or Liabilities incurred in connection with any Action, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Acquisition Closing, whether asserted or claimed prior to, at or after the Acquisition Closing, to the fullest extent that the Company, its Subsidiaries, XPAC or such Acquisition Entity, respectively, would have been permitted under applicable Law and its respective certificate of incorporation, certificate of formation, bylaws, limited liability company agreement, limited liability partnership agreement, limited liability limited partnership agreement or other Organizational Documents in effect on the date of this Agreement to indemnify such D&O Indemnified Parties (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law). Without limiting the foregoing, the Newco Surviving Entity and PubCo shall, and shall cause their Subsidiaries to, and Merger Sub 1 shall (i) maintain for a period of not less than six years from the Acquisition Closing provisions in their certificates of incorporation, certificates of formation, bylaws, limited liability company agreements, limited liability partnership agreements, limited liability limited partnership agreements and other Organizational Documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of the Newco Surviving Entity and its Subsidiaries’ or XPAC’s and each Acquisition Entity’s, respectively, former and current officers, directors, employees, and agents that are no less favorable to those Persons than the provisions of the certificate of incorporation, certificate of formation, bylaws, limited liability company agreement, operating agreement, limited liability partnership agreement, limited liability limited partnership agreement and other Organizational Documents of the Newco Surviving Entity and its Subsidiaries, XPAC or such Acquisition Entity, respectively, in each case, as of the date of this Agreement, and (ii) not amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by Law.

(b)            For a period of six years from the Acquisition Closing, each of PubCo, the Newco Surviving Entity and Merger Sub 1 shall (and the Newco Surviving Entity shall cause its Subsidiaries to) maintain in effect directors’ and officers’ liability insurance covering those Persons who are currently covered by the Company’s, any of its Subsidiaries’, XPAC’s, or any Acquisition Entity’s, respectively, directors’ and officers’ liability insurance policies (including, in any event, the D&O Indemnified Parties) on terms not less favorable than the terms of such current insurance coverage; provided, however, that (i) each of PubCo, the Newco Surviving Entity and Merger Sub 1 may cause coverage to be extended under the current directors’ and officers’ liability insurance by obtaining a six-year “tail” policy with respect to claims existing or occurring at or prior to the Acquisition Closing and if and to the extent such policies have been obtained prior to the Acquisition Closing with respect to any such Persons, the Newco Surviving Entity, Merger Sub 1 and PubCo, respectively, shall maintain such policies in effect and continue to honor the obligations thereunder, and (ii) if any claim is asserted or made within such six-year period, any insurance required to be maintained under this Section ‎6.4(b) shall be continued in respect of such claim until the final disposition thereof.

(c)            Notwithstanding anything contained in this Agreement to the contrary, this Section ‎6.4 shall survive the Acquisition Closing indefinitely and shall be binding, jointly and severally, on the Newco Surviving Entity, Merger Sub 1 and PubCo and all of their respective successors and assigns. In the event that the Newco Surviving Entity, Merger Sub 1, PubCo or any of their respective successors or assigns consolidates with or merges into any other Person and shall not be the continuing or surviving company or entity of such consolidation or merger or transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each such case, the Newco Surviving Entity, Merger Sub 1 or PubCo, respectively, shall ensure (and each of PubCo, Merger Sub 1 and the Newco Surviving Entity shall cause its Subsidiaries to ensure) that proper provision shall be made so that the successors and assigns of the Newco Surviving Entity, Merger Sub 1 or PubCo as the case may be, shall succeed to the obligations set forth in this Section ‎6.4.

(d)            The provisions of Sections 6.4(a) through (c): (i) are intended to be for the benefit of, and shall be enforceable by, each Person who is now, or who has been at any time prior to the date of this Agreement or who becomes prior to the Acquisition Closing, a D&O Indemnified Party, his or her heirs and his or her personal representatives, (ii) shall be binding on the Newco Surviving Entity, Merger Sub 1 and PubCo and their respective successors and assigns, (iii) are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such Person may have, whether pursuant to Law, Contract, Organizational Documents, or otherwise, and (iv) shall survive the consummation of the Acquisition Closing and shall not be terminated or modified in such a manner as to adversely affect any D&O Indemnified Party without the consent of such D&O Indemnified Party.

Section 6.5      Notice of Developments. From and after the date of this Agreement until the earlier of the Acquisition Closing or the termination of this Agreement in accordance with its terms, the Company shall promptly (and in any event prior to the Acquisition Closing) notify XPAC in writing, and XPAC shall promptly (and in any event prior to the Acquisition Closing) notify the Company in writing, upon any of the Group Companies or XPAC, as applicable, becoming aware (awareness being determined with reference to the Knowledge of the Company or the Knowledge of XPAC, as the case may be) (i) of the occurrence or non-occurrence of any event the occurrence or non-occurrence of which has caused or is reasonably likely to cause any condition to the obligations of any party to effect the Transactions not to be satisfied, or (ii) of any notice or other communication from any Governmental Authority which is reasonably likely to have a material adverse effect on the ability of the parties hereto to consummate the Transactions or to materially delay the timing thereof. The delivery of any notice pursuant to this Section ‎6.5 shall not cure any breach of any representation or warranty requiring disclosure of such matter or any breach of any covenant, condition or agreement contained in this Agreement or any other Transaction Document or otherwise limit or affect the rights of, or the remedies available to, XPAC or the Company, as applicable. Notwithstanding anything to the contrary contained herein, any failure to give such notice pursuant to this Section ‎6.5 shall not give rise to any liability of the Company or XPAC or be taken into account in determining whether the conditions in Article ‎IX have been satisfied or give rise to any right of termination set forth in Article ‎X.

Section 6.6      Financial Statements and Financial Information.

(a)            As promptly as reasonably practicable after the date of this Agreement, the Company shall deliver to XPAC and PubCo, for inclusion in the Proxy/Registration Statement (i) the Company PCAOB Financial Statements and consent of the Independent Auditors to use such Company PCAOB Financial Statements in the Proxy/Registration Statement, and (ii) any other audited and unaudited consolidated balance sheets and the related audited or unaudited consolidated accounts of any of the Group Companies that are required to be included in the Proxy/Registration Statement

(b)            Each of the Company, XPAC and PubCo shall each use its reasonable best efforts (i) to assist the other in preparing in a timely manner any other financial information or statements (including customary pro forma financial statements) that are required to be included in the Proxy/Registration Statement and any other filings to be made by XPAC or PubCo with the SEC in connection with the Transactions, and (ii) to obtain the consents of their respective auditors with respect thereto as may be required by applicable Law or requested by the SEC in connection therewith.

(c)            From the date hereof until the Acquisition Closing Date, to the extent reasonably available to the Company in connection with the preparation of the Company’s quarterly financial information to be provided to the Company Board in the Ordinary Course, the Company shall furnish to XPAC unaudited condensed consolidated balance sheet data, statements of income (loss) data and cash flow data of the Company for each quarterly period completed after the date hereof no later than 45 days following the end of each such quarterly period, in each case, prepared from the books and records of the Group Companies and, in all material respects, in conformity with the Company’s internal managerial accounting practices.

Section 6.7      No Trading. The Company acknowledges and agrees that it is aware, and that the other Group Companies have been made aware of the restrictions imposed by U.S. federal securities laws and the rules and regulations of the SEC promulgated thereunder or otherwise and other applicable foreign and domestic Laws on a Person possessing material nonpublic information about a publicly traded company. The Company hereby agrees that it shall not purchase or sell any securities of XPAC in violation of such Laws, or cause or encourage any Person to do the foregoing.

Section 6.8      Company Transaction Expenses. The Company shall use reasonable efforts to keep the aggregate amount of Company Transactions Expenses below the Company Expenses Cap. The Company agrees to notify XPAC as promptly as practicable after it obtains actual knowledge of any expenditure or commitment incurred by any Group Company that would reasonably be expected to result in the Company incurring Company Transaction Expenses materially in excess of the Company Expenses Cap, and shall use commercially reasonable efforts to keep XPAC reasonably informed of such events.

Section 6.9      Company Shareholder Meetings.

(a)            No later than the Business Day following the execution and delivery of this Agreement, the Company Board shall convene a meeting of the Company Shareholders as soon as practicable in order for such meeting to duly approve the Company Shareholder Approval. Within twenty (20) days following the execution and delivery of this Agreement, the Company shall take and carry out any and all necessary measures to hold a shareholders meeting of the Company and employ its reasonable efforts to obtain the approval from the Company Shareholders of the adoption of this Agreement, the other Transaction Documents to which the Company is a party and the consummation of the Transactions contemplated hereby and thereby, including approval of the execution of this Agreement, the other Transaction Documents to which the Company is a party and the authorization and ratification of all acts performed or required to be performed by the officers of the Company for the signing and execution of this Agreement and the Transaction Documents to which the Company is a party (the “Company Minutes”).

(b)            The Company shall deliver to XPAC (i) on the Business Day following the execution and delivery of this Agreement, a copy of the signed Investment Agreement executed by the Company and certain Company Shareholders collectively representing no less than ninety-five percent (95%) of the Company Shares outstanding (on a Fully Diluted Basis) both (1) on the date of the Investment Agreement, and (2) immediately prior to the Pre-Closing Exchange, within twenty (20) days following the execution and delivery of this Agreement, and (ii) a copy of the minutes of the shareholders’ meeting of the Company held by the Company Shareholders, confirming an approval of the Company Minutes by Company Shareholders and amending the September 2021 Company ESOP to enable the Company to carry out the transactions contemplated by Section ‎2.4 (the “Company Shareholder Approval”).

(c)            The Company shall take and carry out any and all necessary measures to hold a further shareholders meeting of the Company on or prior to the Acquisition Closing Date and employ its reasonable efforts to obtain such further approvals from the Company Shareholders that may be necessary for the Company to consummate the Transactions contemplated by this Agreement and the other Transaction Documents to which the Company is a party that may not have been possible or reasonably practicable under applicable Law to have been provided for as part of the Company Shareholder Approval. 

Section 6.10      Requisite Financing Document Amendments.

(a)            The Company shall, and shall procure that the Group Companies shall, use their commercially reasonable efforts to obtain, on or prior to the Acquisition Closing, duly executed waivers, amendments, prepayments (which may include any prepayments to be made upon the Acquisition Effective Time using any Investment Amount or any remaining amounts in the Trust Account that are made available to PubCo pursuant to the terms of this Agreement) or termination of the Contracts set forth in Section ‎6.10 of the Company Disclosure Letter in order that the consummation of the Transactions does not and will not result in any violation of, be in conflict with, or constitute a default under, require any consent under, or give any Person rights of termination, amendment, acceleration or cancellation under any Contracts relating to, representing or governing Indebtedness of any Group Company that will be outstanding at the Acquisition Closing.

(b)            Without prejudice to the generality of ‎Section 6.10(a), within 60 days after the date of this Agreement, the Company shall deliver to the relevant lenders and financing providers (or agents or fiduciaries in connection with such financings) (as applicable) requests for waivers or amendments (as applicable) to the Contracts set forth in Section ‎6.10 of the Company Disclosure Letter so that the consummation of the Transactions will not result in any violation of, be in conflict with, or constitute a default under, require any consent under, or give any Person rights of termination, amendment, acceleration or cancellation under, any such Contract.

Article VII

COVENANTS OF XPAC

Section 7.1      Trust Account Proceeds and Related Available Equity. Upon satisfaction or waiver of the conditions set forth in Article ‎IX and provision of notice thereof to the Trustee (which notice XPAC shall provide to the Trustee in accordance with the terms of the Trust Agreement), (a) in accordance with and pursuant to the Trust Agreement, at the Acquisition Closing, Merger Sub 1 (as the surviving company in the Initial Merger) (i) shall cause any documents, opinions and notices required to be delivered to the Trustee pursuant to the Trust Agreement to be so delivered, and (ii) shall cause the Trustee to, and the Trustee shall thereupon be obligated to, (A) pay as and when due all amounts payable to XPAC Shareholders pursuant to XPAC Share Redemptions, and (B) immediately thereafter, pay (1) for income tax or franchise tax obligations of XPAC prior to the Acquisition Closing, (2) all XPAC Transaction Expenses to be paid pursuant to the terms of this Agreement (subject to any adjustments described in Section ‎2.5(b)(ii) and Section ‎2.5(b)(iii)), and (3) all thereafter remaining amounts then available in the Trust Account to PubCo for immediate use, and (b) thereafter, the Trust Account shall terminate, except as otherwise provided therein.

Section 7.2      Nasdaq Listing. From the date of this Agreement through the closing of the Initial Merger, XPAC shall ensure XPAC remains listed as a public company on Nasdaq.

Section 7.3      Conduct of Business. Except (i) as contemplated or permitted by the Transaction Documents, (ii) as required by applicable Law, (iii) as a result of or in connection with COVID-19 or any COVID-19 Measures, (iv) as set forth on Section ‎7.3 of the XPAC Disclosure Letter or (v) as consented to by the Company in writing (which consent with respect to the matters set forth in Section ‎7.3(e), ‎(f), ‎(g) and ‎(i) shall not be unreasonably conditioned, withheld, delayed or denied), during the Interim Period, XPAC and each Acquisition Entity (y) shall operate its business in the Ordinary Course, and (z) shall not:

(a)            (i) with respect to XPAC only, seek any approval from XPAC Shareholders to change, modify or amend the Trust Agreement or the XPAC Articles of Association, except as contemplated by the Transaction Proposals, or (ii) change, modify or amend the Trust Agreement or their respective Organizational Documents, except as expressly contemplated by the Transaction Proposals;

(b)            (i) make or declare any dividend or distribution to XPAC Shareholders or make any other distributions in respect of any of its capital stock, share capital or Equity Securities, (ii) split, combine, reclassify or otherwise amend any terms of any shares or series of its capital stock or Equity Securities, or (iii) purchase, repurchase, redeem or otherwise acquire any of its issued and outstanding share capital, outstanding shares of capital stock or membership interests, warrants or other Equity Securities, other than a redemption of XPAC Class A Ordinary Shares made as part of XPAC Share Redemptions;

(c)            merge, consolidate or amalgamate with or into, or acquire (by purchasing a substantial portion of the assets of or equity in, or by any other manner) any other Person or be acquired by any other Person;

(d)            make or change any material election in respect of material Taxes, except to comply with GAAP or applicable Law;

(e)            other than pursuant to and in compliance with ‎Section 8.3 or ‎Section 8.4, enter into, renew or amend in any material respect, any transaction, PIPE Subscription Agreement or material Contract, except for material Contracts entered into in the Ordinary Course; provided, however, that notwithstanding anything to the contrary contained in this Agreement, even if done in the Ordinary Course, XPAC shall not enter into, renew or amend in any respect, any transaction or Contract involving an affiliate (as defined in Rule 405 under the Securities Act) of XPAC, the Sponsor or any Affiliate of the Sponsor, in each case except as expressly provided in the Transaction Documents;

(f)            incur, guarantee or otherwise become liable for (whether directly, contingently or otherwise) any Indebtedness or other material Liability in a principal amount or amount, as applicable, exceeding $2,000,000 (or its equivalent in any other currency) in the aggregate, other than (i) Indebtedness or other Liabilities expressly contemplated by this Agreement, including as set out in the XPAC Disclosure Letter, or (ii) Liabilities that qualify as XPAC Transaction Expenses;

(g)            make any change in its accounting principles or methods unless required by GAAP;

(h)            (i) issue any Equity Securities, or (ii) grant any options, warrants or other equity-based awards;

(i)            settle or agree to settle any litigation, action, proceeding or investigation before any Governmental Authority or that imposes injunctive or other non-monetary relief on XPAC or an Acquisition Entity;

(j)            form any Subsidiary;

(k)            liquidate, dissolve, reorganize or otherwise wind-up the business and operations of XPAC; or

(l)            enter into any transaction, agreement, arrangement or otherwise make a commitment to do any of the foregoing (except to the extent that such a transaction, agreement, arrangement or commitment would be permitted by a subsection of the foregoing Section ‎7.3);

provided, however, that during the period from the Initial Closing through the Acquisition Closing, Merger Sub 1 shall not take any action except as required or contemplated by this Agreement or the other Transaction Documents.

Section 7.4      Acquisition Proposals and Alternative Transactions. During the Interim Period, XPAC will not, and it will cause its Affiliates and its and their respective Representatives not to, directly or indirectly: (a) solicit, initiate, submit, facilitate (including by means of furnishing or disclosing information), discuss or negotiate, directly or indirectly, any inquiry, proposal or offer (written or oral) with respect to a XPAC Acquisition Proposal, (b) furnish or disclose any non-public information to any person or entity in connection with or that could reasonably be expected to lead to a XPAC Acquisition Proposal, (c) enter into any agreement, arrangement or understanding regarding a XPAC Acquisition Proposal, or (d) otherwise cooperate in any way with, or assist or participate in, or knowingly facilitate or encourage any effort or attempt by any Person to do or seek to do any of the foregoing.

Section 7.5      XPAC Public Filings. From the date of this Agreement through the Acquisition Closing, each of XPAC will use reasonable efforts to keep current, accurate and timely file all reports required to be filed or furnished with the SEC and otherwise comply in all material respects with its reporting obligations under applicable Laws.

Section 7.6      Section 16 Matters. Prior to the Acquisition Closing Date, XPAC shall take all such steps (to the extent permitted under applicable Law) as are reasonably necessary to cause any acquisition or disposition of PubCo Ordinary Shares or any derivative thereof that occurs or is deemed to occur by reason of or pursuant to the Transactions (including any PIPE Investments and any Additional Permitted Financings) by each Person who is or will be or may become subject to Section 16 of the Exchange Act with respect to PubCo, including by virtue of being deemed a director by deputization, to be exempt under Rule 16b-3 promulgated under the Exchange Act.

Section 7.7      XPAC Transaction Expenses. XPAC shall use reasonable efforts to keep the aggregate amount of XPAC Transactions Expenses below the XPAC Expenses Cap. XPAC agrees to notify the Company as promptly as practicable after it obtains actual knowledge of any expenditure or commitment incurred by XPAC that would reasonably be expected to result in XPAC incurring XPAC Transaction Expenses materially in excess of the XPAC Expenses Cap, and shall use commercially reasonable efforts to keep the Company reasonably informed of such events.

Article VIII

JOINT COVENANTS

Section 8.1      Regulatory Approvals; Other Filings.

(a)            Each of the Company, XPAC and the Acquisition Entities shall use their commercially reasonable efforts to cooperate in good faith with any Governmental Authority and to undertake promptly any and all action required to obtain any necessary or advisable regulatory approvals, consents, Actions, nonactions or waivers in connection with the Transactions (collectively, the “Regulatory Approvals”) as soon as practicable and any and all action necessary to consummate the Transactions as contemplated hereby. Each of the Company, XPAC and the Acquisition Entities shall use commercially reasonable efforts to cause the expiration or termination of the waiting, notice or review periods under any applicable Regulatory Approval with respect to the Transactions as promptly as possible after the execution of this Agreement. All filings and submissions made with any Governmental Authority in connection with this Section ‎8.1 shall be made in compliance with the requirements of applicable Law.

(b)            With respect to each of the Regulatory Approvals and any other requests, inquiries, Actions or other proceedings by or from Governmental Authorities, each of the Company, XPAC and the Acquisition Entities shall (i) diligently and expeditiously defend and use commercially reasonable efforts to obtain any necessary clearance, approval, consent or Regulatory Approval under any applicable Laws prescribed or enforceable by any Governmental Authority for the Transactions and to resolve any objections as may be asserted by any Governmental Authority with respect to the Transactions (including using commercially reasonable efforts to avoid or remove any conditions, restrictions or impediments to which any Regulatory Approval is subject), and (ii) cooperate fully with each other in the defense of such matters. To the extent not prohibited by Law, the Company shall promptly furnish to XPAC, and XPAC and the Acquisition Entities shall promptly furnish to the Company, copies of any material, substantive notices or written communications received by such party or any of its Affiliates from any Governmental Authority with respect to the Transactions, and each such party shall permit counsel to the other parties an opportunity to review in advance, and each such party shall consider in good faith the views of such counsel in connection with, any proposed material, substantive written communications by such party or its Affiliates to any Governmental Authority concerning the Transactions; provided, however, that none of XPAC or any of the Acquisition Entities shall enter into any agreement with any Governmental Authority relating to any Regulatory Approval contemplated in this Agreement without the written consent of the Company; provided, further, that neither the Company, any Acquisition Entity nor XPAC shall enter into any agreement with any Governmental Authority with respect to the Transactions which (i) as a result of its terms delays in any material respect the consummation of, or prohibits, the Transactions, or (ii) adds any condition to the consummation of the Transactions, in any such case, without the prior written consent of (A) XPAC in case such agreement is entered into by a the Company or an Acquisition Entity, or (B) the Company, in case such agreement is entered into by XPAC. To the extent not prohibited by Law, the Company agrees to provide XPAC and its counsel, and XPAC agrees to provide to and its counsel, the opportunity, to the extent practical, on reasonable advance notice, to participate in any material substantive meetings or discussions, either in person or by telephone, between such party or any of its Affiliates or Representatives, on the one hand, and any Governmental Authority, on the other hand, concerning or in connection with the Transactions. Each of the Company, XPAC and the Acquisition Entities agrees to make all filings, to provide all information required of such party and to reasonably cooperate with each other, in each case, in connection with the Regulatory Approvals; provided, further, that such party shall not be required to provide information to the extent that (w) any applicable Law requires it or its Affiliates to restrict or prohibit access to such information, (x) in the reasonable judgment of such party, the information is subject to confidentiality obligations to a third party, (y) in the reasonable judgment of such party, the information is commercially sensitive and disclosure of such information would have a material impact on the business, results of operations or financial condition of such party, or (z) disclosure of any such information would reasonably be likely to result in the loss or waiver of the attorney-client, work product or other applicable privilege.

(c)            Subject to Section ‎11.6, the Company, on the one hand, and XPAC, on the other, shall each be responsible for and pay one-half of the filing fees payable to the Governmental Authorities and the Exchange Agent in connection with the Transactions, including such filing fees payable by an Acquisition Entity.

Section 8.2      Preparation of Proxy/Registration Statement; XPAC Shareholders’ Meeting and Approvals; Approvals/Other Filings.

(a)            Proxy/Registration Statement.

(i)            As promptly as reasonably practicable after the execution of this Agreement, XPAC, the Acquisition Entities and the Company shall prepare, and PubCo shall file or confidentially submit with the SEC, a registration statement on Form F-4 (as amended or supplemented from time to time, and including the Proxy Statement, the “Proxy/Registration Statement”) relating to the XPAC Shareholders’ Meeting to approve and adopt: (A) the Business Combination, this Agreement and the other Transaction Documents, the Mergers and the other Transactions, (B) any other proposals as the SEC (or staff member thereof) may indicate are necessary in its comments to the Proxy/Registration Statement or correspondence related thereto, (C) any other proposals as reasonably agreed by XPAC and the Company to be necessary or appropriate in connection with the transactions contemplated hereby, and (D) adjournment of the XPAC Shareholders’ Meeting, if necessary, to permit further solicitation of proxies because there are not sufficient votes to approve and adopt any of the foregoing (such proposals in (A) through (D), collectively, the “Transaction Proposals”). XPAC, the Acquisition Entities and the Company each shall use their commercially reasonable efforts to (1) cause the Proxy/Registration Statement when filed by PubCo with, or confidentially submitted to, the SEC to comply in all material respects with all Laws applicable thereto and rules and regulations promulgated by the SEC, (2) respond as promptly as reasonably practicable to and resolve all comments received from the SEC concerning the Proxy/Registration Statement, (3) cause the Proxy/Registration Statement to be declared effective under the Securities Act as promptly as practicable, and (4) keep the Proxy/Registration Statement effective as long as is necessary to consummate the Transactions. Prior to the effective date of the Proxy/Registration Statement, the Company, XPAC and PubCo shall take all or any action required under any applicable federal or state securities Laws in connection with the issuance of PubCo Ordinary Shares pursuant to this Agreement. Each of the Company, XPAC and PubCo also agrees to use its commercially reasonable efforts to obtain all necessary state securities law or “Blue Sky” permits and approvals required to carry out the Transactions, and the Company shall furnish all information concerning the Group Companies and any of their respective members or shareholders as may be reasonably requested in connection with any such action. As promptly as practicable after finalization and effectiveness of the Proxy/Registration Statement, XPAC shall use reasonable best efforts to within five Business Days thereof, mail the Proxy/Registration Statement to the XPAC Shareholders. Each of XPAC, PubCo and the Company shall furnish to the other parties all information concerning itself, its Subsidiaries, officers, directors, managers, shareholders, and other equityholders and information regarding such other matters as may be reasonably necessary or advisable or as may be reasonably requested in connection with the Proxy/Registration Statement, or any other statement, filing, notice or application made by or on behalf of XPAC, PubCo, the Company or their respective Affiliates to any regulatory authority (including Nasdaq) in connection with the Transactions. Subject to Section ‎11.6, the Company, on the one hand, and XPAC, on the other, shall each be responsible for and pay one-half of the cost for the preparation, filing and mailing of the Proxy/Registration Statement and other related fees.

(ii)            The Company, XPAC and PubCo shall each use its reasonable best efforts (i) to assist the other in preparing in a timely manner any other financial information or statements (including customary pro forma financial statements) that are required to be included in the Proxy/Registration Statement and any other filings to be made by XPAC or PubCo with the SEC in connection with the Transactions, and (ii) to obtain the consents of its auditors with respect thereto as may be required by applicable Law or requested by the SEC in connection therewith.

(iii)            Any filing of, or amendment or supplement to, the Proxy/Registration Statement will be mutually prepared and agreed upon by XPAC, PubCo and the Company. XPAC and PubCo will advise the Company, promptly after receiving notice thereof, of the time when the Proxy/Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order, of the suspension of the qualification of PubCo Ordinary Shares to be issued or issuable in connection with this Agreement for offering or sale in any jurisdiction, or of any request by the SEC for amendment of the Proxy/Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information and responses thereto, and shall provide the Company a reasonable opportunity to provide comments and amendments to any such filing. XPAC, PubCo and the Company shall cooperate and mutually agree upon (such agreement not to be unreasonably conditioned, withheld, delayed or denied), any response to comments of the SEC or its staff with respect to the Proxy/Registration Statement and any amendment to the Proxy/Registration Statement filed in response thereto.

(iv)            If, at any time prior to the Acquisition Effective Time, any event or circumstance relating to XPAC, an Acquisition Entity or their respective officers or directors, should be discovered by XPAC or an Acquisition Entity which should be set forth in an amendment or a supplement to the Proxy/Registration Statement, XPAC or PubCo, as the case may be, shall promptly inform the Company. If, at any time prior to the Acquisition Effective Time, any event or circumstance relating to any of the Group Companies or their respective officers or directors, should be discovered by the Company which should be set forth in an amendment or a supplement to the Proxy/Registration Statement, the Company shall promptly inform XPAC and PubCo. Thereafter, XPAC, PubCo and the Company shall promptly cooperate in the preparation and filing by PubCo of an appropriate amendment or supplement to the Proxy/Registration Statement describing or correcting such information and XPAC and PubCo shall promptly file such amendment or supplement with the SEC and, to the extent required by Law, disseminate such amendment or supplement to the XPAC Shareholders.

(b)            XPAC Shareholders’ Approval.

(i)            Prior to or as promptly as practicable after the Proxy/Registration Statement is declared effective under the Securities Act, XPAC shall establish a record date for, duly call, give notice of, convene and hold a meeting of the XPAC Shareholders (including any adjournment or postponement thereof, the “XPAC Shareholders’ Meeting”) to be held as promptly as reasonably practicable following the date that the Proxy/Registration Statement is declared effective under the Securities Act for the purpose of voting on the Transaction Proposals and obtaining the XPAC Shareholders’ Approval (including any adjournment or postponement of such meeting for the purpose of soliciting additional proxies in favor of the adoption of this Agreement), providing XPAC Shareholders with the opportunity to elect to effect a XPAC Share Redemption and such other matter as may be mutually agreed by XPAC and the Company. XPAC will use its reasonable best efforts to (A) solicit from its shareholders proxies in favor of the adoption of the Transaction Proposals, including the XPAC Shareholders’ Approval, and will take all other action necessary or advisable to obtain such proxies and XPAC Shareholders’ Approval, and (B) to obtain the vote or consent of its shareholders required by and in compliance with all applicable Law, Nasdaq rules and the XPAC Articles of Association. XPAC (A) shall consult with the Company regarding the record date and the date of the XPAC Shareholders’ Meeting, and (B) shall not adjourn or postpone the XPAC Shareholders’ Meeting without the prior written consent of the Company (which consent shall not be unreasonably conditioned, withheld, delayed or denied); provided, however, that XPAC shall adjourn or postpone the XPAC Shareholders’ Meeting (1) to the extent necessary to ensure that any supplement or amendment to the Proxy/Registration Statement that XPAC reasonably determines (following consultation with the Company, except with respect to any Company Acquisition Proposal) is necessary to comply with applicable Laws, is provided to the XPAC Shareholders in advance of a vote on the adoption of this Agreement, (2) if, as of the time that the XPAC Shareholders’ Meeting is originally scheduled, there are insufficient XPAC Shares represented at such meeting (either in person or by proxy) to constitute a quorum necessary to conduct the business of the XPAC Shareholders’ Meeting, or (3) if, as of the time that the XPAC Shareholders’ Meeting is originally scheduled, adjournment or postponement of the XPAC Shareholders’ Meeting is necessary to enable XPAC to solicit additional proxies required to obtain XPAC Shareholders’ Approval; provided further, however, that XPAC shall adjourn or postpone on not more than three occasions and so long as the date of the XPAC Shareholders’ Meeting is not adjourned or postponed more than an aggregate of 45 consecutive days in connection with such adjournment or postponement, and XPAC shall not be entitled to adjourn or postpone the XPAC Shareholders’ Meeting without the prior written consent of the Company if the events described in clauses (2) and (3) results from a violation by XPAC, Sponsor or their respective Affiliates of any Transaction Documents.

(ii)            The Proxy/Registration Statement shall include a statement to the effect that XPAC Board has unanimously recommended that the XPAC Shareholders vote in favor of the Transaction Proposals at the XPAC Shareholders’ Meeting (such statement, the “XPAC Board Recommendation”) and neither the XPAC Board nor any committee thereof shall withhold, withdraw, qualify, amend or modify, or publicly propose or resolve to withhold, withdraw, qualify, amend or modify, the XPAC Board Recommendation.

(c)            Other Filings.

(i)            As promptly as practicable after execution of this Agreement, XPAC will prepare and file a Current Report on Form 8-K pursuant to the Exchange Act to report the execution of this Agreement, the form and substance of which shall be approved in advance in writing by the Company.

(ii)            Promptly after the execution of this Agreement, XPAC and the Company shall also issue a joint press release announcing the execution of this Agreement.

(iii)            XPAC shall prepare a draft Current Report on Form 8-K announcing the results of the XPAC Shareholders’ Meeting and such other information that may be required to be disclosed with respect to the Transactions in any report or form to be filed with the SEC on or prior to the Initial Closing Date (“XPAC Shareholders’ Meeting Form 8-K”), the form and substance of which shall be approved in advance in writing by the Company. PubCo shall prepare a draft Current Report on Form 6-K announcing the Acquisition Closing and such other information that may be required to be disclosed with respect to the Transactions (the “Closing Form 6-K”), the form and substance of which shall be approved in advance in writing by XPAC. As promptly as practicable following the XPAC Shareholders’ Meeting, XPAC shall file the XPAC Shareholders’ Meeting Form 8-K with the SEC. Concurrently with the Acquisition Closing, or as soon as practicable thereafter, PubCo shall file the Closing Form 6-K with the SEC. Prior to the Acquisition Closing, XPAC and the Company shall prepare a joint press release announcing the consummation of the Transactions hereunder (“Closing Press Release”). Substantially concurrently with the Acquisition Closing, XPAC shall issue the Closing Press Release.

Section 8.3      PIPE Investments.

(a)            From and after the date of this Agreement until the earlier of the Acquisition Effective Time and the termination of this Agreement pursuant to ‎Section 10.1, XPAC shall use its best efforts to identify potential PIPE Investors (other than any Excluded Person) and to negotiate potential PIPE Investments with such PIPE Investors. The parties to this Agreement acknowledge and agree that XPAC shall be the party that coordinates all PIPE Investments, and each of the parties hereto agree that they shall coordinate all such efforts with XPAC.

(b)            From and after the date of this Agreement until the earlier of the Acquisition Effective Time and the termination of this Agreement pursuant to ‎Section 10.1, XPAC shall use its best efforts to take, or cause to be taken, all actions and do, or cause to be done, all things necessary, proper or advisable, to, subject in each case to the prior written consent of the Company (which consent shall not be unreasonably conditioned, withheld, delayed or denied), enter into binding agreements with each of the PIPE Investors (other than any Excluded Person) in relation to PIPE Investments that are (x) substantially in the form of, and with terms and conditions substantially as set forth in, the PIPE Subscription Agreement attached hereto as Exhibit A, (y) at a purchase price payable in cash by the relevant PIPE Investor of $10.00 per PubCo Class A Ordinary Share, and (z) in an aggregate purchase price not to exceed $220 million.

(c)            Unless consented to in writing by the Company in accordance with Section 8.3(b), no party to this Agreement shall enter into any PIPE Subscription Agreement. Further, no party shall permit any amendment or modification in any material respect to be made to, any waiver (in whole or in part) or provide consent to (including consent to termination), any provision or remedy under, or any replacements of, any of the PIPE Subscription Agreements without the prior written consent of each of XPAC and the Company (which consent may be withheld in the sole and absolute discretion of the party asked to provide consent).

(d)            From and after the date of this Agreement until the earlier of the Acquisition Effective Time and the termination of this Agreement pursuant to ‎Section 10.1, each of the parties to this Agreement shall use their commercially reasonable efforts to take, or cause to be taken, all actions and do, or cause to be done, all things necessary, proper or advisable, to obtain the PIPE Investments on a timely basis, including using its best efforts to reasonably cooperate in a timely manner in connection with any PIPE Investment, including (i) by providing such information and assistance as any party to this Agreement may reasonably request, (ii) granting such access to the parties to this Agreement and their respective Representatives as may be reasonably necessary for due diligence purposes, and (3) preparing for and participating in a reasonable number of investor meetings, presentations, roadshows, drafting sessions and due diligence sessions (each including the participation of senior management of the Company) with respect to any such PIPE Investment. All such cooperation, assistance and access shall be granted under conditions that shall not unreasonably interfere with the business and operations of the parties to this Agreement or their respective Representatives and shall be subject to any limitations under applicable Law and to any applicable COVID-19 Measures.

(e)            To the extent that any PIPE Subscription Agreements shall have been entered into in accordance with the terms of Section 8.3(b), each of the parties to this Agreement shall use their reasonable best efforts to take, or cause to be taken, all actions and do, or cause to be done, all things necessary, proper or advisable, to (i) consummate the transactions contemplated by the PIPE Subscription Agreements on the terms and conditions described therein, including maintaining in effect the PIPE Subscription Agreements, (ii) satisfy on a timely basis all conditions and covenants applicable to it in the PIPE Subscription Agreements and otherwise comply with its obligations thereunder, (iii) in the event that all conditions in the PIPE Subscription Agreements (other than conditions that XPAC or any of its Affiliates control the satisfaction of and other than those conditions that by their nature are to be satisfied at the Acquisition Closing) have been satisfied, consummate transactions contemplated by the PIPE Subscription Agreements at or prior to Acquisition Closing, (iv) confer with each of the parties to this Agreement regarding the timing of the expected Acquisition Closing Date (as defined in the PIPE Subscription Agreements), (v) deliver notices to the counterparties to the PIPE Subscription Agreements sufficiently in advance of the Acquisition Closing to cause them to fund their obligations as far in advance of the Acquisition Closing as permitted by the PIPE Subscription Agreements, (vi) in the event that all conditions in the PIPE Subscription Agreements (other than those conditions that by their nature are to be satisfied at the Acquisition Closing and will be satisfied at the Acquisition Closing) have been satisfied, to cause the applicable PIPE Investors to pay to PubCo (or as directed by XPAC) the applicable portion of any Investment Amount, as applicable, set forth in the applicable PIPE Subscription Agreement in accordance with its terms, and (vii) give each of XPAC and the Company prompt written notice (x) of any material breach or default (or any event or circumstance that, with or without notice, lapse of time or both, could give rise to any breach or default) by any party to any PIPE Subscription Agreement known to any party to this Agreement, (y) of the receipt of any written notice or other written communication from any party to any PIPE Subscription Agreement with respect to any actual, potential, threatened or claimed expiration, lapse, withdrawal, material breach, material default, termination or repudiation by any party to any PIPE Subscription Agreement or any provisions of any PIPE Subscription Agreement, and (z) if PubCo or XPAC do not expect PubCo to receive, all or any portion of any Investment Amount on the terms, in the manner contemplated by the PIPE Subscription Agreements.

Section 8.4      Additional Permitted Financings.

(a)            Notwithstanding the provisions of ‎Section 8.3, subject to the prior written consent of each of XPAC and the Company (which consent may be withheld in the sole and absolute discretion of the party asked to provide consent), XPAC and the Company shall be permitted to negotiate and enter into certain other private investments in an effort to satisfy the Minimum Cash Condition (and, if XPAC and the Company provide such consent, the parties to this Agreement shall reasonably cooperate with each other in connection thereto). For the avoidance of doubt, it is hereby understood and agreed that the decision to negotiate any Additional Permitted Financings from any potential alternative sources of financing and the terms of any such Additional Permitted Financings and the instruments governing such Additional Permitted Financings shall be subject to the prior written consent of each of XPAC and the Company (which consent may be withheld in the sole and absolute discretion of the party asked to provide consent), and none of the foregoing actions shall be taken, and no Additional Permitted Financings shall be entered into, without such prior written consent.

(b)            The parties to this Agreement acknowledge and agree that XPAC shall be the party that coordinates Additional Permitted Financings, if any, and each of the parties hereto agree that they shall coordinate all such efforts with XPAC.

(c)            To the extent that any Additional Permitted Financings shall have been expressly consented to by XPAC and the Company and entered into in accordance with the terms of ‎Section 8.4(a):

(i)            as of the date of entering into such Additional Permitted Financings, the parties to this Agreement that are party to such Additional Permitted Financings will deliver to the other parties to this Agreement true, correct and complete copies of each of the fully executed instruments governing such Additional Permitted Financings; and

(ii)            no party to this Agreement shall enter into any side letters or Contracts related to the provision or funding, as applicable, of the purchases contemplated by the instruments governing such Additional Permitted Financings or the Transactions other than as expressly set forth in this Agreement, the instruments governing such Additional Permitted Financings or any other agreement entered into (or to be entered into) in connection with the Transactions with the prior written consent of XPAC and the Company.

Section 8.5      Support of Transaction. Without limiting any covenant contained in Article ‎VI or Article ‎VII, upon the terms and subject to the conditions set forth in this Agreement, (a) the Company shall, and shall cause its Subsidiaries to, (b) each Acquisition Entity shall, and (c) XPAC shall (i) use commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties to this Agreement in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Mergers and the other Transactions, (ii) use commercially reasonable efforts to obtain all material consents and approvals of third parties that the Company and any of its Subsidiaries, any of the Acquisition Entities or XPAC, as applicable, are required to obtain in order to consummate the Transactions, (iii) use commercially reasonable efforts to cause its name to be changed effective as of the Acquisition Closing Date to SuperBac Corp., including through the adoption of the appropriate corporate resolutions, and (iv) use commercially reasonable efforts to take such other action as may be reasonably necessary or as another party hereto may reasonably request to satisfy the conditions of Article ‎IX (including, in the case of XPAC and PubCo, the use of commercially reasonable efforts to enforce their respective rights under any PIPE Subscription Agreements) or otherwise to comply with this Agreement and to consummate the Transactions as soon as practicable; provided, however, that, notwithstanding anything contained in this Agreement to the contrary, nothing in this Agreement, including this Article ‎VIII, shall require the Company, any of its Subsidiaries, any Acquisition Entity or XPAC or any of their respective Affiliates to (A) propose, negotiate, commit to or effect by consent decree, hold separate order or otherwise, the sale, divestiture, licensing or disposition of any assets or businesses of PubCo, any Group Company or XPAC, (B) take or commit to take actions that limit the freedom of action of any of PubCo, the Company, any of its Subsidiaries or XPAC with respect to, or the ability to retain, control or operate, or to exert full rights of ownership in respect of, any of the businesses, product lines or assets of PubCo, the Company, any of its Subsidiaries or Material Subsidiaries or XPAC or (C) grant any financial, legal or other accommodation to any other Person, including agreeing to change any of the terms of the Transactions.

Section 8.6      Tax Matters.

(a)            Each of XPAC, the Acquisition Entities and the Company shall (i) use its respective commercially reasonable efforts to cause the Mergers to qualify, and agree not to, and not to permit or cause any of their Affiliates or Subsidiaries to, take any action which to its knowledge could reasonably be expected to prevent or impede the Transactions from qualifying, for the Intended Tax Treatment (excluding, for the avoidance of doubt, any action contemplated under this Agreement or other Transaction Documents) and (ii) cause, in each case for U.S. federal income tax purposes, Merger Sub 1 and Merger Sub 2 to each elect to be disregarded as an entity separate from its owner for U.S. federal income tax purposes as of the effective date of its formation and not subsequently change such classification effective on or prior to the Initial Closing Date. For U.S. federal income tax purposes, Newco Surviving Entity shall change its entity classification from an association taxable as a corporation to a disregarded entity effective two days after the Acquisition Closing Date. Each of XPAC, the Acquisition Entities and the Company shall report the Mergers consistently with the Intended Tax Treatment and the immediately preceding sentence unless otherwise required pursuant to a “determination” within the meaning of Section 1313(a) of the Code. In addition, each of XPAC, the Acquisition Entities and the Company shall reasonably cooperate with each other and their respective tax counsel to document and support the Intended Tax Treatment.

(b)            Notwithstanding anything in Section ‎8.6(a) to the contrary, all Transfer Taxes shall be borne and paid by PubCo. Unless otherwise required by applicable Law, PubCo shall timely file any Tax Return or other document with respect to such Transfer Taxes (and the Company and XPAC and PubCo shall reasonably cooperate with respect thereto as necessary). The Company and XPAC shall reasonably cooperate to reduce or eliminate the amount of any such Transfer Taxes.

(c)            If PubCo provides any PubCo shareholders with a PFIC Annual Information Statement (as described in Treasury Regulations Section 1.1295-1(g)) as is reasonably required in order to enable such PubCo shareholders to make a timely and valid “Qualifying Electing Fund” election under Section 1295 of the Code (and the Treasury Regulations promulgated thereunder) for such taxable year and with respect to PubCo for any subsequent taxable year, then PubCo shall provide the same such information to the pre-Closing XPAC Shareholders.

Section 8.7      Shareholder Litigation. The Company and, prior to the Initial Closing, PubCo shall promptly advise XPAC, and XPAC and, following the Initial Closing, PubCo, shall promptly advise the Company, as the case may be, of any Action commenced (or to the Knowledge of the Company or PubCo or the Knowledge of XPAC, as applicable, threatened) on or after the date of this Agreement against such party, any of its Subsidiaries or any of its directors or officers by any Company Shareholder or XPAC Shareholder relating to this Agreement, the Mergers or any of the other Transactions (any such Action, “Shareholder Litigation”), and such party shall keep the other party reasonably informed regarding any such Shareholder Litigation. Other than with respect to any Shareholder Litigation where the parties identified in this sentence are adverse to each other or in the context of any Shareholder Litigation related to or arising out of a Company Acquisition Proposal or a XPAC Acquisition Proposal, (a) the Company and, prior to the Initial Closing, PubCo shall give XPAC a reasonable opportunity to participate in the defense or settlement of any such Shareholder Litigation (and consider in good faith the suggestions of XPAC in connection therewith) brought against the Company or PubCo, any of their respective Subsidiaries or any of their respective directors or officers and no such settlement shall be agreed to without the XPAC’s prior consent (which consent shall not be unreasonably conditioned, withheld, delayed or denied), and (b) XPAC and, following the Initial Closing, PubCo, shall give the Company a reasonable opportunity to participate in the defense or settlement of any such Shareholder Litigation (and consider in good faith the suggestions of the Company in connection therewith) brought against XPAC, any of its Subsidiaries or any of its directors or officers, and no such settlement shall be agreed to without the Company’s prior consent (which consent shall not be unreasonably conditioned, withheld, delayed or denied).

Section 8.8      Nasdaq Listing. PubCo shall apply for, and shall use reasonable best efforts to cause, the PubCo Ordinary Shares to be issued in connection with the Transactions to be approved for listing on Nasdaq and accepted for clearance by the DTC, subject to official notice of issuance, prior to the Acquisition Closing Date.

Section 8.9      Equity Securities. During the Interim Period, except as contemplated by the Transaction Documents, PubCo shall not (a) issue any Equity Securities, other than the issuance of Equity Securities of PubCo pursuant to any PIPE Subscription Agreements, this Agreement or the Additional Permitted Financings (if any), or (b) grant any options, warrants or other equity-based awards other than the issuance of options, warrants or other equity-based awards pursuant to this Agreement.

Section 8.10      PubCo Conduct and Status. During the period from the Initial Closing through the Acquisition Closing, PubCo shall not take any action except as required or contemplated by this Agreement or the other Transaction Documents.

Section 8.11      Foreign Private Issuer; JOBS Act. The parties hereto shall, at all times during the period from the date hereof until the Acquisition Effective Time: (a) take all requisite action such that, as of the Acquisition Effective Time, PubCo shall qualify as a “foreign private issuer” as defined in Rule 405 under the Securities Act, (b) not take any action that would cause PubCo to not qualify as a “foreign private issuer” as defined in Rule 405 under the Securities Act, (c) take all actions necessary such that, as of the Acquisition Effective Time, PubCo shall qualify as an “emerging growth company” within the meaning of the JOBS Act, and (d) not take any action that would cause PubCo to not qualify as an “emerging growth company” within the meaning of the JOBS Act as of the Acquisition Effective Time.

Section 8.12      Post-Closing Directors and Officers of PubCo. Subject to the terms of the PubCo Articles of Association, PubCo shall take all such action within its power as may be necessary or appropriate such that immediately following the Acquisition Closing:

(a)            The initial two (2)-year term of the directors on the PubCo Board shall consist of seven directors, of which:

(i)            a total of two (2) such directors shall initially be appointed by the Sponsor, one such director being the XPAC Director and the other such director being the XPAC-Nominated Independent Director that shall also be appointed as a member of PubCo’s audit committee, in each case, subject to such persons not being Excluded Appointees; and

(ii)            the remaining five (5) directors shall initially be appointed by the Founder (one such director being Luiz Augusto Chacon de Freitas Filho); provided that at least two (2) out of such directors shall be Independent Directors and shall also be appointed as members of PubCo’s audit committee,

it being understood that the rights to appoint directors to the PubCo Board after such initial two (2)-year term shall be governed by the PubCo Articles of Association.

(b)            The chairperson of the PubCo Board shall initially be Luiz Augusto Chacon de Freitas Filho.

(c)            The individuals holding such positions as set forth on Schedule 8.12(c) shall be the officers of PubCo, each such officer to hold office in accordance with the PubCo Articles of Association until they are removed or resign in accordance with the PubCo Articles of Association or until their respective successors are duly elected or appointed and qualified.

(d)            So long as the Temasek Parties collectively hold, directly or indirectly, at least five percent (5%) of PubCo’s total outstanding share capital, the Temasek Parties shall be entitled from time to time to collectively designate one (1) individual to be invited by the PubCo Board to attend meetings in a nonvoting observer capacity and to receive all reports furnished to members of the PubCo Board, whether at or in anticipation of a meeting or an action by written consent of the PubCo Board, provided that participation by such individual or receipt of such reports does not result in the waiver by PubCo of any privilege under applicable Law.

(e)            Notwithstanding anything in this Section ‎8.12 to the contrary, the Founder shall have the right, at the Founder’s sole and absolute discretion, to (a) increase the total number of directors on the PubCo Board to nine directors (but not eight directors), or (b) subsequently decrease the total number of directors on the PubCo Board to seven directors (but not eight directors), as and to the extent permitted by the PubCo Articles of Association.

Section 8.13      PubCo Equity Plan.

(a)            The parties hereto shall cooperate to establish an equity incentive plan (the “PubCo Equity Plan”) for service providers of PubCo and its subsidiaries, to be approved by the Company and XPAC and effective as of (and contingent on) the Acquisition Closing. The proposed form of the PubCo Equity Plan shall be prepared and delivered by the Company to XPAC and shall be mutually agreed (such agreement not to be unreasonably conditioned, withheld, delayed or denied) by XPAC and the Company prior to the Initial Closing Date. PubCo shall, immediately upon the effectiveness of a registration statement on Form S-8 (or other appropriate form) registering PubCo Ordinary Shares under the PubCo Equity Plan, make grants to eligible individuals in the amounts determined by the PubCo Board following the Closing Date. As soon as practicable following the date hereof (and in all events prior to the Acquisition Closing), the Company shall engage a compensation consultant mutually satisfactory to XPAC and the Company to advise the Company with respect to the terms of the PubCo Equity Plan (including, without limitation, with respect to the initial share pool reserve and “evergreen” renewal percentage). PubCo, XPAC and the Company each agree that upon receipt of the final report of such compensation consultant prior to the Acquisition Closing, PubCo, XPAC and the Company shall mutually agree the terms of the PubCo Equity Plan (including the initial share pool reserve and “evergreen” renewal percentage) (such agreement not to be unreasonably conditioned, withheld, delayed or denied) in accordance with, in all material respects, the determination of the compensation consultant; provided that the PubCo Equity Plan shall initially reserve a number of PubCo Ordinary Shares not exceeding 5% of total number of PubCo Ordinary Shares outstanding on a fully diluted basis, as determined at the Closing Date.

(b)            Notwithstanding anything herein to the contrary, each party acknowledges and agrees that all provisions contained in this Section ‎8.13 are included for the sole benefit of XPAC and the Company, and that nothing in this Agreement, whether express or implied, (i) shall be construed to establish, amend, or modify any employee benefit plan, program, agreement or arrangement, (ii) shall limit the right of XPAC, any Group Company or any of their respective Affiliates to amend, terminate or otherwise modify any Benefit Plan or other employee benefit plan, agreement or other arrangement following the Acquisition Closing or (iii) shall confer upon any Person who is not a party (including any equityholder, any current or former director, manager, officer, employee or independent contractor of the Company, or any participant in any Employee Benefit Plan or other employee benefit plan, agreement or other arrangement (or any dependent or beneficiary thereof)), any right to continued or resumed employment or recall, any right to compensation or benefits, or any third-party beneficiary or other right of any kind or nature whatsoever.

Article IX

CONDITIONS TO OBLIGATIONS

Section 9.1      Conditions to Obligations of XPAC, the Acquisition Entities and the Company. The obligations of XPAC and the Acquisition Entities to consummate, or cause to be consummated, the Transactions to occur at the Initial Closing (and, solely with respect to the condition set forth in Section ‎9.1(d), the Acquisition Closing) and the obligations of the Company to consummate, or cause to be consummated, the Transactions to occur at the Acquisition Closing, are each subject to the satisfaction of the following conditions, any one or more of which may be waived in writing by the party or parties whose obligations are conditioned thereupon:

(a)            the XPAC Shareholders’ Approval, the Company Shareholder Approval, the Newco Approvals and the approvals set forth in Section 3.4 of the Company Disclosure Letter shall have been obtained;

(b)            the Proxy/Registration Statement shall have become effective under the Securities Act and no stop order suspending the effectiveness of the Proxy/Registration Statement shall have been issued and no proceedings for that purpose shall have been initiated or threatened by the SEC and not withdrawn;

(c)            (i) PubCo’s initial listing application with Nasdaq in connection with the Transactions shall have been conditionally approved and, immediately following the Acquisition Closing, PubCo shall satisfy any applicable initial and continuing listing requirements of Nasdaq and PubCo shall not have received any notice of non-compliance therewith, and (ii) the PubCo Class A Ordinary Shares to be issued in connection with the Transactions shall have been approved for listing on Nasdaq, subject to official notice of issuance;

(d)            no Governmental Authority having jurisdiction over any of the parties hereto or any of the Transactions shall have enacted, issued, promulgated, enforced or entered any Law (whether temporary, preliminary or permanent) or Governmental Order issued by a Governmental Authority having jurisdiction over any of the parties hereto or any of the Transactions that is then in effect and which has the effect of making the Initial Closing or the Acquisition Closing illegal or which otherwise prevents or prohibits consummation of the Initial Closing or the Acquisition Closing;

(e)            the parties hereto shall have received or have been deemed to have received all other necessary pre-Closing Date authorizations, consents, clearances, waivers and approvals of the Governmental Authorities set forth on Section ‎9.1(e) to the Company Disclosure Letter, in connection with the execution, delivery and performance of this Agreement and the conduct and consummation of the Transactions (or any applicable waiting period thereunder shall have expired or been terminated); and

(f)            the Investment Agreement, the Registration Rights Agreement, the Assignment, Assumption and Amendment Agreement and the Newco Joinder Agreement shall have been duly executed and delivered on or prior to the Acquisition Closing.

Section 9.2      Conditions to Obligations of XPAC at Initial Closing. The obligations of XPAC to consummate, or cause to be consummated, the Transactions to occur at the Initial Closing are subject to the satisfaction of the following additional conditions, any one or more of which may be waived in writing by XPAC:

(a)            the representations and warranties contained in Section ‎3.4 (Authorization), Section ‎5.4 (Authorization) and Section ‎3.9 (Absence of Changes) of this Agreement, and in Section 1(c) (Authorization) of the Newco Joinder Agreement, shall be true and correct in all respects as of the Initial Closing Date as if made at the Initial Closing Date. The representations and warranties contained in Section ‎3.2(a) (Capitalization and Voting Rights) and Section ‎5.2(a) (Capitalization and Voting Rights) of this Agreement, and in Section 1(a) (Capitalization and Voting Rights) of the Newco Joinder Agreement, shall be true and correct in all material respects as of the Initial Closing Date as if made at the Initial Closing Date. Each of the other representations and warranties of the Company and the Acquisition Entities contained in this Agreement shall be true and correct as of the Initial Closing Date (except with respect to such representations and warranties which speak as to an earlier date, which representations and warranties shall be true and correct at and as of such date) except for inaccuracies or the failure of such representations and warranties to be true and correct that (without giving effect to any limitation as to “materiality” or “Company Material Adverse Effect” or another similar materiality qualification set forth therein) individually or in the aggregate, has not had, and would not reasonably be expected to have, a Company Material Adverse Effect;

(b)            each of the covenants and obligations of the Company and the Acquisition Entities to be performed as of or prior to the Initial Closing Date shall have been performed in all material respects; provided, however, that the covenants and obligations to be performed pursuant to Section ‎2.1(a) and ‎Section 6.10 shall have been fully performed prior to the Initial Closing Date; and

(c)            absence of any Company Material Adverse Effect following the execution of this Agreement that exists as of the Closing Date.

Section 9.3      Conditions to Obligations of the Acquisition Entities at Initial Closing. The obligations of the Acquisition Entities to consummate, or cause to be consummated, the Transactions to occur at the Initial Closing are subject to the satisfaction of the following additional conditions, any one or more of which may be waived in writing by the Company:

(a)            the representations and warranties contained in Section ‎4.4 (Authorization) and Section ‎4.8(a) (Absence of Changes) of this Agreement shall be true and correct in all respects as of the Initial Closing Date as if made at the Initial Closing Date. The representations and warranties contained in Section ‎4.2(a) (Capitalization and Voting Rights) of this Agreement shall be true and correct in all material respects as of the Initial Closing Date as if made at the Initial Closing Date. Each of the other representations and warranties of XPAC contained in this Agreement, and of Newco contained in the Newco Joinder Agreement, shall be true and correct as of the Initial Closing Date (except with respect to such representations and warranties which speak as to an earlier date, which representations and warranties shall be true and correct at and as of such date) except for inaccuracies or the failure of such representations and warranties to be true and correct that (without giving effect to any limitation as to “materiality” or “XPAC Material Adverse Effect” or another similar materiality qualification set forth therein, other than in Section ‎4.7(d)(i) (Financial Statements)) individually or in the aggregate, has not had, and would not, individually or in the aggregate, reasonably be expected to have a XPAC Material Adverse Effect; and

(b)            each of the covenants of XPAC to be performed as of or prior to the Initial Closing Date shall have been performed in all material respects.

Section 9.4      Conditions to Obligations of the Company at Acquisition Closing. The obligations of the Company to consummate, or cause to be consummated, the Transactions to occur at the Acquisition Closing are subject to the satisfaction of the following additional conditions:

(a)            on the Acquisition Closing Date, the Post-Redemption Trust Account Balance, plus the PIPE Gross Proceeds (minus any Excess of Company Transaction Expenses that has not been reimbursed by an XPAC Expenses Excess Reimbursement), in each case, to be made available to PubCo on the Acquisition Closing Date, shall be at least $150,000,000 (the “Minimum Cash Condition”);

(b)            on the Acquisition Closing Date, XPAC shall have at least $5,000,001 in tangible net assets after giving effect to the XPAC Share Redemptions;

(c)            absence of any XPAC Material Adverse Effect following the execution of this Agreement that exists as of the Closing Date; and

(d)            XPAC shall have made appropriate arrangements to have the Trust Account, less amounts paid and to be paid pursuant to Section ‎7.1, available to XPAC, including for the payments to be made by XPAC under this Agreement on the Acquisition Closing Date.

Section 9.5      Frustration of Conditions. None of XPAC, the Acquisition Entities or the Company may rely on the failure of any condition set forth in this Article ‎IX to be satisfied if such failure was caused by such party’s failure to comply in all material respects with its obligations under Section ‎8.5.

Article X

TERMINATION/EFFECTIVENESS

Section 10.1      Termination. This Agreement may be terminated and the Transactions abandoned:

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

(b)            by written notice from the Company or XPAC to the other if any Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Governmental Order which has become final and nonappealable and has the effect of making consummation of the Transactions illegal or otherwise preventing or prohibiting consummation of the Transactions;

(c)            by written notice from the Company or XPAC to the other if the Acquisition Closing shall not have occurred on the 15^th Business Day following the occurrence of the Initial Closing;

(d)            by written notice from the Company to XPAC if the XPAC Shareholders’ Approval shall not have been obtained by reason of the failure to obtain the required vote at the XPAC Shareholders’ Meeting duly convened therefor or at any adjournment or postponement thereof;

(e)            by written notice to the Company from XPAC if there is any breach of any representation, warranty, covenant or agreement on the part of the Company or any Acquisition Entity set forth in this Agreement, such that the conditions specified in Section ‎9.2 would not be satisfied at the relevant Closing Date (a “Terminating Company Breach”), except that, if such Terminating Company Breach is curable by the Company, the Company or such Acquisition Entity then, for a period of up to 30 days after receipt by the Company, the Company of notice from XPAC of such breach or, if earlier, up to the Outside Date (the “Company Cure Period”), such termination shall not be effective, and such termination shall become effective only if the Terminating Company Breach is not cured within the Company Cure Period;

(f)            by written notice to XPAC from the Company if there is any breach of any representation, warranty, covenant or agreement on the part of XPAC or the Sponsor set forth in this Agreement, such that the conditions specified in Section ‎9.3 or Section ‎9.4 would not be satisfied at the relevant Closing Date (a “Terminating XPAC Breach”), if any such Terminating XPAC Breach is curable by XPAC or the Sponsor then, for a period of up to 30 days after receipt by XPAC of notice from the Company of such breach or, if earlier, up to the Outside Date (the “XPAC Cure Period”), such termination shall not be effective, and such termination shall become effective only if the Terminating XPAC Breach is not cured within XPAC Cure Period;

(g)            by written notice from XPAC to the Company if the XPAC Shareholders’ Approval shall not have been obtained at the XPAC Shareholders’ Meeting, or at any adjournment or postponement thereof taken in accordance with this Agreement, which termination right shall not be exercisable by XPAC if XPAC has materially breached any of its obligations under the proviso to Section ‎8.2(b)(i);

(h)            by written notice from XPAC to the Company if the Company has failed to deliver to XPAC, by the date that is twenty (20) days following the execution and delivery of this Agreement, a copy of the Company Minutes and an executed copy of the Investment Agreement duly executed by all the parties thereto; and

(i)            by either XPAC or the Company, if the transactions contemplated by this Agreement shall not have been consummated on or prior to the 210th days after the date hereof (and if such 210th day shall not be a Business Day, then the next following Business Day) (the “Outside Date”).

Section 10.2      Effect of Termination. In the event of the termination of this Agreement pursuant to Section ‎10.1, this Agreement shall forthwith become void and have no effect, without any liability on the part of any party hereto or its respective Affiliates, officers, directors or shareholders, other than liability of the parties hereto or that join this Agreement, as the case may be, for any willful and material breach of this Agreement occurring prior to such termination, except that the provisions of this Section ‎10.2, Section ‎8.1(c), Section ‎8.2(a)(i), Article ‎XI and the NDA shall survive any termination of this Agreement; provided, however, that if this Agreement is terminated after the occurrence of the Initial Closing and prior to the consummation of the Acquisition Closing, then Section ‎2.2 and Section ‎11.5(iii) shall also survive such termination.

Article XI

MISCELLANEOUS

Section 11.1      Trust Account Waiver. Notwithstanding anything to the contrary set forth in this Agreement, the Company and each Acquisition Entity acknowledge that they have read the publicly filed final prospectus of XPAC, filed with the SEC on August 2, 2021 (File No. 333-256097), including the form of investment management trust agreement by and between XPAC and CST, a New York corporation, and understands that XPAC has established the trust account described therein (the “Trust Account”) for the benefit of XPAC’s public shareholders and that disbursements from the Trust Account are available only in the limited circumstances set forth therein. The Company and the Acquisition Entities further acknowledge and agree that XPAC’s sole assets consist of the cash proceeds of XPAC’s initial public offering (the “IPO”) and private placements of its securities occurring simultaneously with the IPO, and that substantially all of these proceeds have been deposited in the Trust Account for the benefit of its public shareholders. Accordingly, the Company (on behalf of itself and its Subsidiaries and Affiliates) and each Acquisition Entity hereby waives any past, present or future claim of any kind arising out of this Agreement against, and any right to access, the Trust Account, any trustee of the Trust Account and XPAC to collect from the Trust Account any monies that may be owed to them by XPAC or any of its Affiliates for any reason whatsoever, and will not seek recourse against the Trust Account at any time for any reason whatsoever, including, without limitation, for any knowing and intentional material breach by any of the parties to this Agreement of any of its representations or warranties as set forth in this Agreement, or such party’s material breach of any of its covenants or other agreements set forth in this Agreement, which material breach constitutes, or is a consequence of, a purposeful act or failure to act by such party with the knowledge that the taking of such act or failure to take such act would cause a material breach of this Agreement; This Section ‎11.1 shall survive the termination of this Agreement for any reason.

Section 11.2      Waiver. Any party to this Agreement may, at any time prior to the Acquisition Closing, by action taken by its board of directors or officers or Persons thereunto duly authorized, (a) extend the time for the performance of the obligations or acts of the other parties hereto, (b) waive any inaccuracies in the representations and warranties (of another party hereto) that are contained in this Agreement, or (c) waive compliance by the other parties hereto with any of the agreements or conditions contained in this Agreement, but such extension or waiver shall be valid only if set forth in an instrument in writing signed by the party granting such extension or waiver.

Section 11.3      Notices. All general notices, demands or other communications required or permitted to be given or made hereunder shall be in writing and delivered personally or sent by courier or sent by registered post or sent by electronic mail to the intended recipient thereof at its address or at its email address set out below (or to such other address or email address as a party may from time to time notify the other parties). Any such notice, demand or communication shall be deemed to have been duly served (a) if given personally or sent by courier, upon delivery during normal business hours at the location of delivery or, if later, then on the next Business Day after the day of delivery; (b) if sent by electronic mail during normal business hours at the location of delivery, immediately, or, if later, then on the next Business Day after the day of delivery; (c) the third Business Day following the day sent by reputable international overnight courier (with written confirmation of receipt), and (d) if sent by registered post, five days after posting. The initial addresses and email addresses of the parties for the purpose of this Agreement are:

(a)            If to XPAC, to:

XPAC Acquisition Corp.
55 West 46th Street, 30th floor
New York, NY 10036
Email: xpac@xpi.com.br
Attn: Chu Chiu Kong

with a copy (which shall not constitute notice) to:

Shearman & Sterling LLP
Av. Brigadeiro Faria Lima, 3400, 17th Floor
São Paulo, SP 04538-132
Email: Roberta.Cherman@Shearman.com; Jonathan.Lewis@Shearman.com
Attention: Roberta Cherman; Jonathan Lewis

(b)            If to the Company, any Acquisition Entity or Newco, to:

Superbac Biotechnology Solutions S.A.
Rua Arizona, 481, Cidade Monções/Brooklin Novo, 8th Floor, Room 82
São Paulo, SP 04567-001
Email: chacon@superbac.com.br / juridico@superbac.com.br
Attention: Luiz Augusto de Freitas Chacon

with a copy (which shall not constitute notice) to:

Skadden, Arps, Slate, Meagher & Flom LLP
Av. Brigadeiro Faria Lima, 3311, 7th Floor
São Paulo, SP 04538-133
Email: Filipe.Areno@skadden.com
Attention: Filipe B. Areno

(c)            If to the Company (after the Newco Joinder Date), pursuant to the initial addresses and email addresses of the Company set forth in the Newco Joinder Agreement.

Section 11.4      Assignment. No party hereto shall assign this Agreement or any part hereof without the prior written consent of the other parties hereto and any such transfer without prior written consent shall be void. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective permitted successors and assigns.

Section 11.5      Rights of Third Parties. Nothing expressed or implied in this Agreement is intended or shall be construed to (a) confer upon or give any Person (including any equityholder, any current or former director, manager, officer, employee or independent contractor of any Group Company, or any participant in any Benefit Plan or other employee benefit plan, agreement or other arrangement (or any dependent or beneficiary thereof)), other than the parties hereto, any right or remedies under or by reason of this Agreement, (b) establish, amend or modify any employee benefit plan, program, policy, agreement or arrangement, or (c) limit the right of XPAC, the Company, any Acquisition Entity or their respective Affiliates to amend, terminate or otherwise modify any Benefit Plan or other employee benefit plan, policy, agreement or other arrangement following the Acquisition Closing; provided, however, that (i) the D&O Indemnified Parties (and their successors, heirs and representatives) are intended third-party beneficiaries of, and may enforce, Section ‎6.4, (ii) the Company Non-Recourse Parties and the XPAC Non-Recourse Parties (and their successors, heirs and representatives), are intended third-party beneficiaries of, and may enforce, Section ‎11.17, and (iii) the XPAC Director and the XPAC-Nominated Independent Director are intended third party beneficiaries of, and may enforce, after the Initial Closing and prior to the Acquisition Closing, Section ‎2.2 and this Section ‎11.5(iii) and all rights described in this Agreement as being rights of XPAC.

Section 11.6      Expenses. Except as set forth in Section ‎8.1(c) and Section ‎8.2(a)(i), each party hereto shall be responsible for and pay its own expenses incurred in connection with this Agreement and the Transactions, including all fees of its legal counsel, financial advisers and accountants; provided, however, that if the Acquisition Closing shall occur, PubCo shall pay or cause to be paid, in accordance with Section ‎2.5(b)(ii) and Section ‎2.5(b)(iii), the XPAC Transaction Expenses and the Company Transaction Expenses.

Section 11.7      Governing Law. This Agreement, and any claim or cause of action hereunder based upon, arising out of or related to this Agreement (whether based on law, in equity, in contract, in tort or any other theory) or the negotiation, execution, performance or enforcement of this Agreement, shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to the principles of conflicts of laws that would otherwise require the application of the law of any other state (provided that the fiduciary duties of the Company Board and the XPAC Board, the Initial Merger and the Acquisition Merger, and any exercise of appraisal and dissenters’ rights with respect to the Initial Merger or Acquisition Merger shall in each case be governed by the laws of the Cayman Islands).

Section 11.8      Consent to Jurisdiction. THE PARTIES HERETO IRREVOCABLY SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE COURT OF CHANCERY OF THE STATE OF DELAWARE (OR, TO THE EXTENT SUCH COURT DOES NOT HAVE SUBJECT MATTER JURISDICTION, THE SUPERIOR COURT OF THE STATE OF DELAWARE, OR THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF DELAWARE) SOLELY IN RESPECT OF THE INTERPRETATION AND ENFORCEMENT OF THE PROVISIONS OF THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY, AND HEREBY WAIVE, AND AGREE NOT TO ASSERT, AS A DEFENSE IN ANY ACTION, SUIT OR PROCEEDING FOR INTERPRETATION OR ENFORCEMENT HEREOF OR THAT SUCH ACTION, SUIT OR PROCEEDING MAY NOT BE BROUGHT OR IS NOT MAINTAINABLE IN SAID COURTS OR THAT VENUE THEREOF MAY NOT BE APPROPRIATE OR THAT THIS AGREEMENT MAY NOT BE ENFORCED IN OR BY SUCH COURTS, AND THE PARTIES HERETO IRREVOCABLY AGREE THAT ALL CLAIMS WITH RESPECT TO SUCH ACTION, SUIT OR PROCEEDING SHALL BE HEARD AND DETERMINED BY SUCH A DELAWARE STATE OR FEDERAL COURT. THE PARTIES HEREBY CONSENT TO AND GRANT ANY SUCH COURT JURISDICTION OVER THE PERSON OF SUCH PARTIES AND OVER THE SUBJECT MATTER OF SUCH DISPUTE AND AGREE THAT MAILING OF PROCESS OR OTHER PAPERS IN CONNECTION WITH SUCH ACTION, SUIT OR PROCEEDING IN THE MANNER PROVIDED IN SECTION  11.3 OR IN SUCH OTHER MANNER AS MAY BE PERMITTED BY LAW SHALL BE VALID AND SUFFICIENT SERVICE THEREOF. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (II) SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THE FOREGOING WAIVER; (III) SUCH PARTY MAKES THE FOREGOING WAIVER VOLUNTARILY, AND (IV) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVER AND CERTIFICATIONS IN THIS SECTION ‎11.8.

Section 11.9      Headings; Counterparts. The headings in this Agreement are for convenience only and shall not be considered a part of or affect the construction or interpretation of any provision of this Agreement. This Agreement may be executed in two or more counterparts, and by different parties in separate counterparts, with the same effect as if all parties hereto had signed the same document, but all of which together shall constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including any electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the Electronic Signatures and Records Act or other applicable Law, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

Section 11.10      Disclosure Letters. The Disclosure Letters (including any section thereof) referenced in this Agreement are a part of this Agreement as if fully set forth herein. All references in this Agreement to the Disclosure Letters (including, in each case, any section thereof) shall be deemed references to such parts of this Agreement, unless the context shall otherwise require. Any disclosure made by a party in the applicable Disclosure Letter, or any section thereof, with reference to any section of this Agreement or section of the applicable Disclosure Letter shall be deemed to be a disclosure with respect to such other applicable sections of this Agreement or sections of the applicable Disclosure Letter to which it is reasonably apparent on the face of such disclosure that such disclosure is responsive to such other section of this Agreement or section of the applicable Disclosure Letter. Certain information set forth in the Disclosure Letters is included solely for informational purposes and may not be required to be disclosed pursuant to this Agreement. The disclosure of any information shall not be deemed to constitute an acknowledgment that such information is required to be disclosed in connection with the representations and warranties made in this Agreement, nor shall such information be deemed to establish a standard of materiality or that the facts underlying such information constitute a Company Material Adverse Effect or a XPAC Material Adverse Effect, as applicable.

Section 11.11      Entire Agreement. This Agreement (together with the Disclosure Letters), the NDA and the other Transaction Documents constitute the entire agreement among the parties to this Agreement relating to the Transactions and supersede any other agreements, whether written or oral, that may have been made or entered into by or among any of the parties hereto or any of their respective Subsidiaries relating to the Transactions (including the Non-Binding Letter between XPAC and the Company, dated as of September 23, 2021). No representations, warranties, covenants, understandings, agreements, oral or otherwise, relating to the Transactions exist between such parties except as expressly set forth in the Transaction Documents.

Section 11.12      Amendments. This Agreement may be amended or modified in whole or in part prior to the Initial Merger Effective Time, only by a duly authorized agreement in writing in the same manner as this Agreement, which makes reference to this Agreement and which shall be executed by the Company and XPAC; provided, however, that, unless otherwise agreed in writing between the Company and XPAC, after the Company Shareholder Approval has been obtained, on the one hand, or the XPAC Shareholders’ Approval has been obtained, on the other hand, there shall be no amendment or waiver that by applicable Law requires further approval by the Company Shareholders or the XPAC Shareholders, respectively, without such approval having been obtained.

Section 11.13      Publicity.

(a)            All press releases or other public communications relating to the Transactions, and the method of the release for publication thereof, shall prior to the Acquisition Closing be subject to the prior mutual approval of XPAC and the Company; provided, that no such party shall be required to obtain consent pursuant to this Section ‎11.13(a) to the extent any proposed release or statement is substantially equivalent to the information that has previously been made public without breach of the obligation under this Section ‎11.13(a).

(b)            The restriction in Section ‎11.13(a) shall not apply to the extent the public announcement is required by applicable securities Law, any Governmental Authority or stock exchange rule; provided, however, that in such an event, the party making the announcement shall, to the extent practicable, use its commercially reasonable efforts to consult with the other party in advance as to its form, content and timing.

(c)            The Company and PubCo acknowledge that, in connection with any PIPE Investments and Additional Permitted Financings, XPAC shall be entitled to disclose, pursuant to the Exchange Act, any information contained in any presentation to any potential investors in any PIPE Investment or Additional Permitted Financings, which information may include “Confidential Information” (as defined in the NDA); provided that, XPAC shall (i) have received the Company’s prior written consent prior to disclosing any such Confidential Information in connection with any PIPE Investments and Additional Permitted Financings in the manner described in ‎Section 8.3(b) and ‎Section 8.4, respectively, and (ii) have provided the Company with the right to review and approve any such materials prior to their distribution to such potential investors in any PIPE Investment or Additional Permitted Financings, which approvals shall be (x) at the Company’s reasonable discretion in the case of PIPE Investments as described in ‎Section 8.3(b) (such approvals not to be unreasonably conditioned, withheld, delayed or denied), and (ii) at the Company’s sole and absolute discretion in the case of Additional Permitted Financings as described in Section 8.4.

Section 11.14      Confidentiality. The existence and terms of this Agreement are confidential and may not be disclosed by either party hereto, their respective Affiliates or any Representatives of any of the foregoing, and shall at all times be considered and treated as “Confidential Information” as such term is defined in the NDA. Notwithstanding anything to the contrary contained in the preceding sentence or in the NDA, (a) each party shall be permitted to disclose Confidential Information, including copies of the Transaction Documents and other documents ancillary thereto, the fact that the Transaction Documents have been signed and the status and terms of the Transactions to its existing or potential Affiliates, joint ventures, joint venture partners, shareholders, lenders, underwriters, financing sources and regulators, and to the extent required, in regulatory filings, and their respective Representatives; provided that such parties entered into customary confidentiality agreements or are otherwise bound by fiduciary or other duties to keep such information confidential, and (b) notwithstanding the immediately preceding provision, the parties hereto shall be permitted to freely discuss with and disclose Confidential Information to, and file such Confidential Information with, Governmental Authorities to extent required pursuant to the applicable Law.

Section 11.15      Severability. If any provision of this Agreement is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of this Agreement shall remain in full force and effect. The parties hereto further agree that if any provision contained in this Agreement is, to any extent, held invalid or unenforceable in any respect under the Laws governing this Agreement, they shall take any actions necessary to render the remaining provisions of this Agreement valid and enforceable to the fullest extent permitted by Law and, to the extent necessary, shall amend or otherwise modify this Agreement to replace any provision contained in this Agreement that is held invalid or unenforceable with a valid and enforceable provision giving effect to the intent of the parties hereto.

Section 11.16      Enforcement. The parties hereto agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties hereto shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to specific enforcement of the terms and provisions of this Agreement, in addition to any other remedy to which any party is entitled at law or in equity. In the event that any Action shall be brought in equity to enforce the provisions of this Agreement, no party shall allege, and each party hereby waives the defense, that there is an adequate remedy at law, and each party agrees to waiver any requirement for the securing or posting of any bond in connection therewith.

Section 11.17      Non-Recourse. This Agreement may only be enforced against, and any Action or cause of Action based upon, arising out of, or related to this Agreement or the Transactions may only be brought against, the Company, XPAC, and the Acquisition Entities as named parties hereto. Except to the extent a party hereto (and then only to the extent of the specific obligations undertaken by such party hereto) and, in the case of the Sponsor, pursuant to the Transaction Documents to which they are a party, (i) no past, present or future director, officer, employee, incorporator, member, partner, shareholder, stockholder, Affiliate, agent, attorney, advisor or other Representative of the Company or any Affiliate of the Company (each, a “Company Non-Recourse Party”) or of XPAC or any Acquisition Entity (each, an “XPAC Non-Recourse Party”), and (ii) no past, present or future director, officer, employee, incorporator, member, partner, shareholder, stockholder, Affiliate, agent, attorney, advisor or other Representative of any of the foregoing, shall have any liability (whether in contract, tort, equity or otherwise) for any one or more of the representations, warranties, covenants, agreements or other obligations or Liabilities of any one or more of the Company, XPAC or the Acquisition Entities under this Agreement for any Action based on, arising out of, or related to this Agreement or the Transactions.

Section 11.18      Non-Survival of Representations, Warranties and Covenants. Except as otherwise contemplated by Section ‎10.2, the representations, warranties, covenants, obligations or other agreements in this Agreement or in any certificate (including confirmations therein), statement or instrument delivered pursuant to this Agreement, including any rights arising out of any breach of such representations, warranties, covenants, obligations, agreements and other provisions, shall not survive the Acquisition Closing and shall terminate and expire upon the occurrence of the Acquisition Closing (and there shall be no liability after the Acquisition Closing in respect thereof), except for (a) those covenants and agreements contained in this Agreement that by their terms expressly apply in whole or in part after the Acquisition Closing, and then only with respect to any breaches occurring after the Acquisition Closing, and (b) this Article ‎XI.

Section 11.19      Conflicts and Privilege.

(a)            The Company, XPAC and the Acquisition Entities, on behalf of their respective successors and assigns, hereby agree that, in the event a dispute with respect to this Agreement or the transactions contemplated hereby arises after the Acquisition Closing between or among (x) the Sponsor, the shareholders or holders of other equity interests of XPAC or the Sponsor or any of their respective directors, members, partners, officers, employees or Affiliates (other than the Acquisition Entities or the Newco Surviving Entity) (collectively, the “XP Group”), on the one hand, and (y) the Acquisition Entities, the Newco Surviving Entity or any member of the SuperBac Group, on the other hand, any legal counsel, including Shearman & Sterling LLP (“Shearman & Sterling”), that represented XPAC or the Sponsor prior to the Acquisition Closing may represent the Sponsor or any other member of the XP Group, in such dispute even though the interests of such Persons may be directly adverse to the Acquisition Entities or the Newco Surviving Entity, and even though such counsel may have represented XPAC in a matter substantially related to such dispute, or may be handling ongoing matters for the Acquisition Entities, the Newco Surviving Entity or the Sponsor. The Company, XPAC and the Acquisition Entities, on behalf of their respective successors and assigns (including, after the Acquisition Closing, the Newco Surviving Entity), further agree that, as to all legally privileged communications prior to the Acquisition Closing (made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action arising out of or relating to, this Agreement, any Transaction Documents or the transactions contemplated hereby or thereby) between or among XPAC, the Sponsor or any other member of the XP Group, on the one hand, and Shearman & Sterling, on the other hand, the attorney/client privilege and the expectation of client confidence shall survive the Mergers and belong to the XP Group after the Acquisition Closing, and shall not pass to or be claimed or controlled by the Acquisition Entities or the Newco Surviving Entity. Notwithstanding the foregoing, any privileged communications or information shared by the Company prior to the Acquisition Closing with XPAC or the Sponsor under a common interest agreement shall remain the privileged communications or information of the Acquisition Entities and the Newco Surviving Entity.

(b)            The Company, XPAC and the Acquisition Entities, on behalf of their respective successors and assigns, hereby agree that, in the event a dispute with respect to this Agreement or the transactions contemplated hereby arises after the Acquisition Closing between or among (x) the shareholders or holders of other equity interests of the Company or any of their respective directors, members, partners, officers, employees or Affiliates (other than the Acquisition Entities or the Newco Surviving Entity) (collectively, the “SuperBac Group”), on the one hand, and (y) the Newco Surviving Entity or any member of the XP Group, on the other hand, any legal counsel, including Skadden, Arps, Slate, Meagher & Flom LLP (“Skadden”) that represented the Company prior to the Acquisition Closing may represent any member of the SuperBac Group in such dispute even though the interests of such Persons may be directly adverse to the Acquisition Entities and the Newco Surviving Entity, and even though such counsel may have represented the Company in a matter substantially related to such dispute, or may be handling ongoing matters for the Acquisition Entities and the Newco Surviving Entity. The Company, XPAC and the Acquisition Entities, on behalf of their respective successors and assigns (including, after the Acquisition Closing, the Newco Surviving Entity), further agree that, as to all legally privileged communications prior to the Acquisition Closing (made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action arising out of or relating to, this Agreement, any Transaction Documents or the transactions contemplated hereby or thereby) between or among the Company or any member of the SuperBac Group, on the one hand, and Skadden, on the other hand, the attorney/client privilege and the expectation of client confidence shall survive the Mergers and belong to the SuperBac Group after the Acquisition Closing, and shall not pass to or be claimed or controlled by the Acquisition Entities or the Newco Surviving Entity. Notwithstanding the foregoing, any privileged communications or information shared by XPAC or the Sponsor prior to the Acquisition Closing with the Company under a common interest agreement shall remain the privileged communications or information of the Acquisition Entities or the Newco Surviving Entity.

IN WITNESS WHEREOF the parties have hereunto caused this Agreement to be duly executed as of the date first above written.

[Signature Pages Follow]

[Signature Page to the Business Combination Agreement]

[Signature Page to the Business Combination Agreement]

[Signature Page to the Business Combination Agreement]

[Signature Page to the Business Combination Agreement]

Exhibit A

Form of PIPE Subscription Agreement

SHARE SUBSCRIPTION AGREEMENT (this “Agreement”), dated as of [●], 2022, by and among (i) the person named on the signature page hereto (the “Purchaser”), (ii) SUPERBAC PubCo Holdings Inc., a Cayman Islands exempted company (the “Company”), and (iii) XPAC Acquisition Corp., a Cayman Islands exempted company (“XPAC”).

WHEREAS, this Agreement is being entered into in connection with the proposed business combination (the “Transaction”) pursuant to that certain business combination agreement, dated April 25, 2022 (as it may be amended and/or restated from time to time, the “Business Combination Agreement”), by and among the Company, XPAC, BAC1 Holdings Inc., a Cayman Islands exempted company and wholly owned subsidiary of the Company (“Merger Sub 1”), BAC2 Holdings Inc., a Cayman Islands exempted company and wholly owned subsidiary of the Company (“Merger Sub 2”), and SuperBac Biotechnology Solutions S.A., a Brazilian sociedade anônima (“SuperBac”), pursuant to which, among other things, (a) XPAC will merge with and into Merger Sub 1, with Merger Sub 1 surviving the merger as a wholly owned subsidiary of the Company (the “Initial Merger”), and (b) at least one day after the closing date of the Initial Merger, Merger Sub 2 will merge with and into a newly formed Cayman Islands exempted company that will, prior to the consummation of the Transaction, own all of the issued and outstanding equity securities of SuperBac (“HoldCo”), with HoldCo surviving the merger as a wholly owned subsidiary of the Company (the “Acquisition Merger”). Upon consummation of the Transaction, ordinary shares of the Company, each with a par value of $0.0001 (the “Shares”), will be listed on the Nasdaq;

WHEREAS, in connection with the Transaction and as contemplated by the Business Combination Agreement, the Company and XPAC are seeking commitments (“Subscriptions”) from interested investors to subscribe for, concurrently with the completion of the Acquisition Merger, Shares in a private transaction in which the Company expects to raise an aggregate amount of $[●];

WHEREAS, in connection with the Transaction and as contemplated by the Business Combination Agreement, the Purchaser (as set forth on the signature page hereto) desires to subscribe for and purchase from the Company, on the Closing Date (as defined below), that number of Shares set forth on the signature page hereto (the “Acquired Shares”) for a purchase price of $10.00 per share, and for the aggregate purchase price set forth on the signature page hereto (the “Purchase Price”), and the Company desires to issue and sell to Purchaser that number of Ordinary Shares set forth on the signature page hereto in consideration of the payment of the Purchase Price therefor by or on behalf of Purchaser to the Company, all on the terms and subject to the conditions set forth herein;

WHEREAS, substantially concurrently with the execution of this Agreement, the Company and XPAC are entering into separate subscription agreements (collectively, the “Other Subscription Agreements”) with certain investors (other than the Purchaser) (the “Other Purchasers”).

NOW, THEREFORE, in consideration of the foregoing and the mutual representations, warranties and covenants, and subject to the conditions, set forth herein, and intending to be legally bound hereby, the Purchaser and the Company agree as follows:

1.            Subscription. The Purchaser hereby agrees to subscribe for, and the Company hereby agrees, subject to the receipt of the Purchase Price, to issue to the Purchaser, the Acquired Shares, all on the terms, and subject to the conditions, provided for herein.

2.            Closing. The closing of the Subscription contemplated hereby (the “Closing”) is contingent upon the substantially concurrent consummation of the Transaction contemplated under the Business Combination Agreement. As used herein, the “Closing Date” means the Acquisition Closing Date (as defined in the Business Combination Agreement). Not less than three Business Days (a “Business Day” meaning a day on which commercial banks are open for business in New York, USA, the Cayman Islands and the City of São Paulo, State of São Paulo, Brazil, except a Saturday, Sunday, public holiday (gazetted or ungazetted and whether scheduled or unscheduled) or a day on which banking institutions or trust companies are authorized or obligated by law to close in New York, USA, the Cayman Islands or the State of São Paulo, Brazil) prior to the scheduled or anticipated Closing Date, the Company shall provide written notice to the Purchaser (the “Closing Notice”) (i) setting forth the scheduled or anticipated Closing Date, (ii) stating that the Company reasonably expects all conditions to the closing of the Transaction to be satisfied or waived, and (iii) including wire instructions for delivery of the Purchase Price for the Acquired Shares to the Escrow Agent (as defined below). The Purchaser shall deliver to Continental Stock Transfer & Trust Company as escrow agent (or such other escrow agent appointed by the Company and notified in writing to the Purchaser) (the “Escrow Agent”), on the second Business Day immediately prior to the Closing Date, the Purchase Price for the Acquired Shares, which shall be held in a non-interest bearing segregated escrow account for the benefit of the Purchaser (the “Escrow Account”) until Closing, pursuant to the terms of an escrow agreement to be entered into between the Company and the Escrow Agent (the “Escrow Agreement”), by wire transfer of United States dollars in immediately available funds to the Escrow Account, the details for which shall be specified in the Closing Notice. The Purchase Price for the Acquired Shares shall only be applied in subscription by the Purchaser for the Acquired Shares on the Closing Date. On the Closing Date, subject to the satisfaction or waiver of the conditions set forth in Section 3 below, substantially concurrently, (i) the Purchase Price shall be released from the Escrow Account automatically and without further action by the Company or the Purchaser and (ii) the Company shall deliver to Purchaser (a) the Acquired Shares in book-entry form, or, if required by the undersigned, certificated form, free and clear of any liens or other restrictions whatsoever (other than those arising under state or federal securities laws as set forth herein), in the name of the Purchaser (or its nominee in accordance with its delivery instructions) or to a custodian designated by the undersigned, as applicable, and (b) a copy of the records of the Company’s transfer agent showing the undersigned (or such nominee or custodian) as the owner of the Acquired Shares on and as of the Closing Date.

In the event that the Transaction is not consummated within two (2) business days after the anticipated Closing Date identified in the Closing Notice for any reason, or in the event of the termination of this Agreement in accordance with the terms hereof, the Escrow Agent shall promptly (but not later than two Business Days thereafter) return to the Purchaser any amounts paid by the Purchaser pursuant to this Agreement, by wire transfer of United States dollars in immediately available funds to the account specified by the Purchaser, and any book-entries, certificates or DRS advice in connection with the Acquired Shares (to the extent that any such book-entries were made, certificates were prepared or DRS advice was generated) shall be deemed cancelled; provided, however, that unless this Agreement has been terminated pursuant to Section 9, such return of funds shall not terminate this Agreement or relieve the Purchaser of its obligation to purchase the Acquired Shares at the Closing Date upon delivery of a new Closing Notice in accordance with the terms of this Section 2.

3.            Closing Conditions. The Closing is also subject to the conditions that, on the Closing Date:

a.            all representations and warranties of the Company, XPAC and the Purchaser contained in this Agreement (except with respect to such representations and warranties which speak as to an earlier date, which representations and warranties shall be true and correct at and as of such date) shall be true and correct in all material respects at and as of the Closing Date (other than representations and warranties that are qualified as to materiality, Company Material Adverse Effect, XPAC Material Adverse Effect or Purchaser Material Adverse Effect, which representations and warranties shall be true in all respects), but in each case without giving effect to consummation of the Transaction; provided that none of the Company, XPAC or the Purchaser may rely on this closing condition if the failure of this closing condition to be satisfied results from the failure of such party’s representations and warranties to be so true and correct or a breach by such party of any of its covenants or agreements contained herein;

b.            there shall not have been enacted or promulgated any governmental order, law, statute, rule or regulation enjoining or prohibiting the consummation of the Transaction;

c.            all conditions precedent to the closing of the Transaction pursuant to the Business Combination Agreement, including the approval of XPAC’s shareholders and any regulatory approvals, shall have been satisfied or waived (other than those conditions which, by their nature, are to be satisfied at the closing of the Transaction but subject to satisfaction or waiver thereof substantially concurrently with the closing of the Transaction pursuant to the Business Combination Agreement);

d.            each party shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by it at or prior to Closing; provided that none of the Company, XPAC or the Purchaser may rely on this closing condition if the failure of this closing condition to be satisfied results from a breach by such party of any of its covenants or agreements contained herein;

e.            the Business Combination Agreement shall not have been modified, waived or amended to materially and adversely affect the economic benefits that the Purchaser would reasonably expect to receive under this Agreement; and

f.            the Acquired Shares shall have been approved for listing on the Nasdaq.

4.            Further Assurances. At the Closing, the Company and the Purchaser shall execute and deliver such additional documents and take such additional actions as they reasonably may deem to be practical and necessary in order to consummate the Subscription contemplated by this Agreement.

5.            Company Representations and Warranties. The Company represents and warrants to the Purchaser that at the date of signature of this Agreement and as of the Closing Date:

a.            The Company is a newly formed entity formed solely for the purpose of effecting the transactions contemplated by the Business Combination Agreement (including the Transaction and the Subscriptions). The Company is duly incorporated, validly existing and in good standing under the laws of the Cayman Islands, with the requisite legal power and authority to own, lease and operate its properties and conduct its business as presently conducted and to enter into, deliver and perform its obligations under this Agreement, including the issuance of the Acquired Shares to the Purchaser in accordance with the terms hereof.

b.            Upon the consummation of the Transaction, the Company will own 100% of the equity interests of HoldCo and will have all requisite power and authority to run the business of HoldCo and its subsidiaries, including SuperBac (collectively, the “Business”).

c.            As of the Closing Date, subject to the receipt of the Purchase Price in accordance with the terms of this Agreement and registration with the Company’s transfer agent, the Acquired Shares will be duly authorized and, when issued and delivered to the Purchaser in accordance with the terms of this Agreement, the Acquired Shares will be validly issued and fully paid and will not have been issued in violation of or subject to any preemptive or similar rights created under the Company’s organizational and constituent documents (as in effect at such time of issuance) or under the laws of the Cayman Islands.

d.            The execution and delivery of this Agreement, the performance by the Company of its obligations hereunder and the consummation by the Company of the transactions contemplated hereby, including the issuance of the Acquired Shares to the Purchaser in accordance with the terms hereof, have been duly authorized by all requisite action on the part of the Company. No other action on the part of the Company is necessary to authorize this Agreement or the consummation of the transactions contemplated hereby, including the issuance of the Acquired Shares to the Purchaser in accordance with the terms hereof. This Agreement has been duly executed and delivered by the Company, and (assuming due authorization, execution and delivery by XPAC and the Purchaser) this Agreement constitutes the legal, valid and binding obligation of the Company, enforceable against it in accordance with its terms, except as the enforceability hereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally or applicable equitable principles (whether considered in a proceeding at law or in equity) (the “Enforceability Exceptions”).

e.            The issuance of the Acquired Shares and the compliance by the Company with all of the provisions of this Agreement and the consummation of this Subscription will not: (i) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any law, regulation, agreement or instrument binding upon the Company, or result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of the Business, that would reasonably be expected to have a material adverse effect on the business, properties, assets, financial condition or results of operations of the Business or the Company and its subsidiaries, taken as a whole (a “Company Material Adverse Effect”), or materially affect the validity of the Acquired Shares or the legal authority of the Company to comply in all material respects with the terms of this Agreement, (ii) result in any violation of the provisions of the organizational and constitutional documents of the Company (as in effect at such time of issuance), or (iii) result in any violation of any statute or any judgment, order, rule or regulation of any court or governmental agency or body, domestic or foreign, having jurisdiction over the Company or any of its properties that would reasonably be expected to have a Company Material Adverse Effect or materially affect the validity of the Acquired Shares or the legal authority of the Company to comply in all material respects with this Agreement.

f.            The Company has not entered into any agreement or arrangement entitling any agent, broker, investment banker, financial advisor or other person to any broker’s or finder’s fee or any other commission or similar fee in connection with the transactions contemplated by this Agreement for which the Purchaser could become directly liable (it being understood that the Purchaser will effectively bear its pro rata share of any such expense indirectly as a result of its investment in the Company).

g.            Assuming the accuracy of the representations and warranties of XPAC and the Purchaser in Sections 6 and 7, respectively, no registration of the Acquired Shares will be required under the United States Securities Act of 1933, as amended (the “Securities Act”), in connection with the Subscription by the Purchaser.

h.            Assuming the accuracy of XPAC’s and the Purchaser’s representations and warranties set forth in Sections 6 and 7, respectively, the Company is not required to obtain any material consent, waiver or authorization of, give any notice to, or make any filing with, any court or other federal, state, local or other governmental authority or other person in connection with the issuance of the Acquired Shares pursuant to this Agreement, other than (i) filings with the U.S. Securities and Exchange Commission (the “SEC”), (ii) filings required by applicable securities laws, (iii) the filings required in accordance with Section 11(q), (iv) those required by the Nasdaq, (v) those required to consummate the Transaction as provided under the Business Combination Agreement and (vi) those whose failure to so obtain would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

i.            A copy of each form, report, statement, schedule, prospectus, proxy, registration statement and other document, if any, filed by the Company on or prior to the Closing Date (the “SEC Documents”) is available to the undersigned via the SEC’s EDGAR system. None of the SEC Documents contained, when filed or, if amended, as of the date of such amendment with respect to those disclosures that are amended, any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, that with respect to the information about the Company’s affiliates contained in any SEC Document to be filed by the Company the representation and warranty in this sentence is made to the Company’s knowledge. The financial statements of the Company included in the SEC Documents comply in all material respects with applicable accounting requirements and the rules and regulations of the SEC with respect thereto as in effect at the time of filing and fairly present in all material respects the financial condition of the Company as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, year-end audit adjustments. There are no material outstanding or unresolved comments in comment letters from the staff of the Division of Corporation Finance of the SEC with respect to any of the SEC Documents.

j.            The Company is in compliance with all applicable laws, except where such non-compliance would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company has not received any written communication from a governmental authority that alleges that the Company is not in compliance with or is in default or violation of any applicable law, except where such non-compliance, default or violation would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

k.            Except for such matters as have not had and would not be reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect, there is no (i) action, suit, claim or other proceeding, in each case by or before any governmental authority pending, or, to the knowledge of the Company as of the date of this Agreement, threatened in writing against the Company, or (ii) judgment, decree, injunction, ruling or order of any governmental entity or arbitrator outstanding against the Company.

l.            The Other Subscription Agreements entered into or to be entered into by the Company in connection with the Transaction (or any agreements or understandings (including side letters) entered into or to be entered into in connection therewith or in connection with the purchase of Shares by the Other Purchasers) reflect the same per Share Purchase Price as set forth in this Agreement and do not contain any provisions that are more favorable from an economic perspective to such Other Subscribers or any affiliate or any party related thereto than the provisions of this Agreement.

6.            XPAC Representations and Warranties. XPAC represents and warrants to the Purchaser that at the date of signature of this Agreement and as of the Closing Date:

a.            XPAC is an entity duly incorporated, validly existing and in good standing under the laws of the Cayman Islands, with requisite legal entity power and authority to carry on its business as now being conducted and to enter into, deliver and perform its obligations under this Agreement.

b.            The execution and delivery of this Agreement, the performance by XPAC of its obligations hereunder and the consummation by XPAC of the transactions contemplated hereby, have been duly authorized by all requisite action on the part of XPAC, subject to subject to the receipt of the requisite approval of XPAC’s shareholders as contemplated by the Business Combination Agreement. This Agreement has been duly executed and delivered by XPAC, and (assuming due authorization, execution and delivery by the Company and Purchaser) this Agreement constitutes the legal, valid and binding obligation of XPAC, enforceable against it in accordance with its terms, except as the enforceability hereof may be limited by the Enforceability Exceptions.

c.            A copy of each form, report, statement, schedule, prospectus, proxy, registration statement and other document filed by XPAC on or prior to the Closing Date (the “XPAC SEC Documents”) is available to the undersigned via the SEC’s EDGAR system. None of the XPAC SEC Documents contained, when filed or, if amended, as of the date of such amendment with respect to those disclosures that are amended, any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, that with respect to the information about XPAC’s affiliates contained in any SEC Document to be filed by XPAC the representation and warranty in this sentence is made to XPAC’s knowledge. The financial statements of XPAC included in the XPAC SEC Documents comply in all material respects with applicable accounting requirements and the rules and regulations of the SEC with respect thereto as in effect at the time of filing and fairly present in all material respects the financial condition of XPAC as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, year-end audit adjustments. There are no material outstanding or unresolved comments in comment letters from the staff of the Division of Corporation Finance of the SEC with respect to any of the XPAC SEC Documents.

d.            XPAC is in compliance with all applicable laws, except where such non-compliance has not had and would not be reasonably likely to have a material adverse effect on the business, properties, assets, financial condition or results of operations of, XPAC (an “XPAC Material Adverse Effect”). XPAC has not received any written communication from a governmental authority that alleges that XPAC is not in compliance with or is in default or violation of any applicable law, except where such non-compliance, default or violation would not reasonably be expected to have, individually or in the aggregate, an XPAC Material Adverse Effect.

e.            Compliance by XPAC with all of the provisions of this Agreement and the consummation of this Subscription will not: (i) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any law, regulation, agreement or instrument binding upon XPAC, or result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of XPAC, in each case that would reasonably be expected to result in a XPAC Material Adverse Effect or materially affect the validity of the Acquired Shares or the legal authority of XPAC to comply in all material respects with the terms of this Agreement, (ii) result in any violation of the provisions of the organizational and constitutional documents of XPAC (as in effect at such time of issuance), or (iii) result in any violation of any statute or any judgment, order, rule or regulation of any court or governmental agency or body, domestic or foreign, having jurisdiction over XPAC or any of its properties that would reasonably be expected to have a XPAC Material Adverse Effect or materially affect the validity of the Acquired Shares or the legal authority of XPAC to comply in all material respects with this Agreement.

f.            Assuming the accuracy of the representations and warranties of the Company and the Purchaser in Sections 5 and 7, respectively, no registration of the Acquired Shares will be required under the Securities Act, in connection with the Subscription by the Purchaser.

g.            Neither the XPAC nor any person acting on its behalf has engaged or will engage in any form of general solicitation or general advertising (within the meaning of Regulation D) in violation of the Securities Act in connection with any offer or sale of the Acquired Shares.

h.            XPAC has not engaged in any “directed selling efforts” (within the meaning of Regulation S) with respect to the Acquired Shares, and XPAC and its affiliates have complied with the offering restrictions requirement of Regulation S.

i.            Neither XPAC, its affiliates nor any person acting on its or any of their behalf has, directly or indirectly, solicited any offer to buy, sold or offered to sell any security which is or would be integrated with the sale of the Acquired Shares in a manner that would require the offer and sale of the Acquired Shares to be registered under the Securities Act.

j.            Assuming the accuracy of the representations and warranties of the Company and the Purchaser in Sections 5 and 7, respectively, XPAC is not required to obtain any material consent, waiver or authorization of, give any notice to, or make any filing with, any court or other federal, state, local or other governmental authority or other person in connection with the issuance of the Acquired Shares pursuant to this Agreement, other than (i) filings with the SEC, (ii) filings required by applicable securities laws, (iii) the filings required in accordance with Section 11(q), (iv) those required by the Nasdaq, (v) those required to consummate the Transaction as provided under the Business Combination Agreement and (vi) those whose failure to so obtain would not reasonably be expected to have, individually or in the aggregate, a XPAC Material Adverse Effect.

k.            Except for such matters as have not had and would not be reasonably likely to have, individually or in the aggregate, an XPAC Material Adverse Effect, there is no (i) action, suit, claim or other proceeding, in each case by or before any governmental authority pending, or, to the knowledge of XPAC, threatened against XPAC, or (ii) judgment, decree, injunction, ruling or order of any governmental entity or arbitrator outstanding against XPAC.

7.            Purchaser Representations and Warranties. The Purchaser represents and warrants to the Company that at the date of signature of this Agreement and as of the Closing Date:

a.            If the Purchaser is located in the United States or is a U.S. person:

i.            The Purchaser (i) is a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act) or an institutional “accredited investor” (within the meaning of Rule 501(a) under the Securities Act) satisfying the applicable requirements set forth on Schedule A, (ii) is aware that the sale of the Acquired Shares to the Purchaser is being made in reliance on a private placement exemption from registration under the Securities Act and is acquiring the Securities for its own account or for an account over which the Purchaser exercises sole discretion for another qualified institutional buyer or accredited investor, and the Purchaser has the full power and authority to make the acknowledgements, representations and agreements herein on behalf of each owner of each such account, and (iii) is not subscribing for the Acquired Shares with a view to, or for offer or sale in connection with, any distribution thereof in violation of the Securities Act (and shall provide the requested information on Schedule A).

ii.            The Purchaser is not an entity formed for the specific purpose of acquiring the Acquired Shares.

b.            If the Purchaser is located outside the United States and is not a U.S. person:

i.            The Purchaser is acquiring the Acquired Shares in an "offshore transaction" meeting the requirements of Rule 903 of Regulation S under the Securities Act;

ii.            The Purchaser is are aware that the sale to them is being made in reliance on a private placement exemption from, or in a transaction not subject to, registration under the Securities Act, and the purchaser and the person, if any, for whose account or benefit the purchaser is acquiring the Securities offered pursuant to this Subscription, was located outside the United States and was not a U.S. person at the time (x) the offer was made to it and (y) when the buy order for such Subscribed Shares was originated, and continues to be located outside the United States and not to be a U.S. person and has not purchased such Acquired Shares for the account or benefit of any person located in the United States or who is a U.S. person, or entered into any arrangement for the transfer of such Acquired Shares or any economic interest therein to any person located in the United States or any U.S. person;

iii.            The Purchaser is authorized to consummate the purchase of the Acquired Shares offered pursuant to this Subscription in compliance with all applicable laws and regulations of the jurisdiction where such sales are to be made[; and]

iv.            [The Purchaser is a professional investor (investidor profissional) under the definition of CVM Resolution No. 30, incorporated, formed or resident in a jurisdiction other than the Federative Republic of Brazil; and able to hold securities and engage in financial settlement of securities transactions with funds held in the U.S.]

c.            The Purchaser acknowledges that it is not acquiring the Acquired Shares with a view to, or for offer or sale in connection with, a distribution thereof in violation of the Securities Act.

d.            The Purchaser is not currently (and at all times through Closing will refrain from being or becoming) a member of a “group” (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the United States Securities Exchange Act of 1934, as amended (the “Exchange Act”) or any successor provision) acting for the purpose of acquiring, holding, voting or disposing of equity securities of the Company (within the meaning of Rule 13d-5(b)(1) under the Exchange Act).

e.            The Purchaser understands that the Acquired Shares are being offered in a transaction not involving any public offering within the meaning of the Securities Act and that the Acquired Shares have not been registered under the Securities Act or any other applicable securities laws. The Purchaser understands that the Acquired Shares may not be resold, transferred, pledged or otherwise disposed of by the Purchaser absent an effective registration statement under the Securities Act except (i) to the issuer of such securities or a subsidiary thereof, (ii) to non-U.S. persons pursuant to offers and sales that occur outside the United States within the meaning of Regulation S under the Securities Act or (iii) pursuant to another applicable exemption from the registration requirements of the Securities Act, and in each of cases (i) and (iii) in accordance with any applicable securities laws of the states and other jurisdictions of the United States, and that the Acquired Shares will be subject to a restrictive legend to such effect. The Purchaser acknowledges that the Acquired Shares may not be eligible for resale pursuant to Rule 144 promulgated under the Securities Act. The Purchaser understands and agrees that the Acquired Shares will be subject to the foregoing transfer restrictions and, as a result of these transfer restrictions, the Purchaser may not be able to readily resell the Acquired Shares and may be required to bear the financial risk of an investment in the Acquired Shares for an indefinite period of time. The Purchaser understands that it has been advised to consult legal counsel as well as tax and accounting advisors prior to making any offer, resale, pledge or transfer of any of the Acquired Shares.

f.            The Purchaser further acknowledges that there have been no representations, warranties, covenants and agreements made to the Purchaser, expressly or by implication, other than those representations, warranties, covenants and agreements included in this Agreement (and any other agreements executed and delivered in connection with the Transaction to which the Purchaser is party, if any).

g.            The Purchaser acknowledges that it has received a copy of the Investor Presentation, dated as of [●], 2022, provided by the Company and XPAC (the “Disclosure Package”), and made its own assessment and is satisfied concerning the relevant tax and other economic considerations relevant to the Purchaser’s investment in the Acquired Shares. The Purchaser acknowledges that it has reviewed the documents made available to the Purchaser by the Company and XPAC in the electronic data room hosted by the XPAC in connection with the transactions contemplated by this Agreement. The Purchaser is not relying upon, and has not relied upon, any statement, representation or warranty made by any person, firm or corporation (including, without limitation, HoldCo, the Company, XPAC, SuperBac or any of their respective affiliates or any of their control persons, officers, directors and employees) including the Disclosure Package, other than the statements, representations and warranties of the Company and XPAC contained in this Agreement, in making its investment or decision to invest in the Company.

h.            The Purchaser became aware of this offering of the Acquired Shares solely by means of direct contact between the Purchaser and the Company, XPAC or a representative of the Company or XPAC, and the Acquired Shares were offered to the Purchaser solely by direct contact between the Purchaser and the Company, XPAC or a representative of the Company or XPAC. The Purchaser did not become aware of this offering of the Acquired Shares, nor were the Acquired Shares offered to the Purchaser, by any other means. The Purchaser acknowledges that the Company represents and warrants that the Acquired Shares (i) were not offered by any form of general solicitation or general advertising and (ii) are not being offered in a manner involving a public offering under, or in a distribution in violation of, the Securities Act, or any state securities laws.

i.            The Purchaser understands and agrees that the Purchaser is purchasing the Acquired Shares directly from the Company. The Purchaser further acknowledges that there have not been, and the Purchaser hereby expressly and irrevocably acknowledges and agrees that it is not relying on, any representations, warranties, covenants or, agreements or statements made to the Purchaser by or on behalf of the Company, XPAC, SuperBac or their respective affiliates or any of the respective subsidiaries, control persons, officers, directors, employees, partners, agents or representatives, or any other party to the Transaction or any other person or entity, expressly or by implication, (including by omission), other than those representations, warranties, covenants, agreements and statements of the Company and XPAC expressly set forth in this Agreement, and the Purchaser is not relying on any other purported representations, warranties, covenants, agreements or statements (including by omission).

j.            The Purchaser acknowledges that it is aware that there are substantial risks incident to the subscription for and ownership of the Acquired Shares, including those set forth in the Disclosure Package. The Purchaser has sought such accounting, legal and tax advice as the Purchaser has considered necessary to make an informed investment decision. The Purchaser (i) is an institutional account as defined in FINRA Rule 4512(c), (ii) is a sophisticated investor, experienced in investing in private equity transactions and capable of evaluating investment risks independently, both in general and with regard to all transactions and investment strategies involving a security or securities, and (iii) has exercised independent judgment in evaluating its participation in the purchase of the Acquired Shares. The Purchaser acknowledges that its purchase of Acquired Shares (i) is fully consistent with the Purchaser’s financial needs, objectives and condition, (ii) complies and is fully consistent with all of the Purchaser’s applicable investment policies, guidelines and other restrictions, (iii) has been duly authorized and approved by all necessary action (corporate or otherwise), and (iv) does not and will not violate or constitute a default under the Purchaser’s charter, by-laws or other constituent documents or under any law, rule, regulation, agreement or other obligation by which we are bound and are a fit, proper and suitable investment, notwithstanding the substantial risks inherent in investing in or holding the Acquired Shares. The Purchaser understands and acknowledges that the purchase and sale of the Acquired Shares hereunder meets (i) the exemptions from filing under FINRA Rule 5123(b)(1)(A) and (ii) the institutional customer exemption under FINRA Rule 2111(b).

k.            Alone, or together with any professional advisor(s), the Purchaser has analyzed and considered the risks of an investment in the Acquired Shares and determined that the Acquired Shares are a suitable investment for the Purchaser. The Purchaser acknowledges specifically that a possibility of total loss exists.

l.            The Purchaser understands, acknowledges and represents that:

i.            No disclosure or offering document has been prepared in connection with the offer and sale of the Securities by [●] (the “Placement Agents”).

ii.            The Purchaser acknowledges that (a) it has conducted its own investigation of the Company, XPAC, SuperBac and the Acquired Shares and we have not relied on any statements or other information provided by the Placement Agents concerning the Company, XPAC, SuperBac or the Acquired Shares or the offer and sale of the Acquired Shares, (b) it has had access to, and an adequate opportunity to review, financial and other information as the Purchaser deems necessary to make its decision to purchase the Acquired Shares, (c) the Purchaser and its professional advisor(s), if any, have been offered and have had the full opportunity to ask questions of the Company, XPAC, SuperBac and the Transaction and received answers thereto, including on the financial information, as we deemed necessary in connection with our decision to purchase the Acquired Shares; and (d) it has made its own assessment and have satisfied itself concerning the relevant tax and other economic considerations relevant to its investment in the Acquired Shares.

iii.            The Purchaser understands and acknowledges that (i) the Company, XPAC, SuperBac and the Placement Agents currently may have, and later may come into possession of, information regarding the Company, XPAC and SuperBac that is not known to the Purchaser and that may be material to a decision to enter into this transaction to purchase the Acquired Shares (“Excluded Information”), (ii) the Purchaser has determined to enter into the this transaction to purchase the Acquired Shares notwithstanding the Purchaser’s lack of knowledge of the Excluded Information, and (iii) none of the Company, XPAC, SuperBac and the Placement Agents shall have liability to the Purchaser, and the Purchaser hereby to the extent permitted by law waive and releases any claims the Purchaser may have against the Company, XPAC, SuperBac and the Placement Agents, with respect to the nondisclosure of the Excluded Information.

iv.            The Purchaser understands and acknowledges that certain information provided to the Purchaser was based on projections, and such projections were prepared based on assumptions and estimates that are inherently uncertain and are subject to a wide variety of significant business, economic and competitive risks and uncertainties that could cause actual results to differ materially from those contained in the projections. The Purchaser understands and acknowledges that such information and projections were prepared without the participation of the Placement Agents and that the Placement Agents does not assume responsibility for independent verification of, or the accuracy or completeness of, such information or projections.

v.            The Purchaser agrees that the Placement Agents shall not be liable to the Purchaser (including in contract, tort, under federal or state securities laws or otherwise) for any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the Subscription for Acquired Shares by the Purchaser. On behalf of the Purchaser and its affiliates, the Purchaser releases the Placement Agents in respect of any losses, claims, damages, obligations, penalties, judgments, awards, liabilities, costs, expenses or disbursements related to the Subscription for Acquired Shares by the Purchaser. The Purchaser agrees not to commence any litigation or bring any claim against the Placement Agents in any court or any other forum which relates to, may arise out of, or is in connection with, the Subscription for Acquired Shares by the Purchaser. This undertaking is given freely and after obtaining independent legal advice.

vi.            The Placement Agents and their respective directors, officers, employees, representatives and controlling persons have made no independent investigation with respect to the Company or the Securities or the accuracy, completeness or adequacy of any information supplied to the Purchaser by the Company, XPAC or SuperBac.

vii.            In making its decision to purchase the Acquired Shares, the Purchaser has relied solely upon independent investigation made by the Purchaser. In connection with the issue and purchase of the Acquired Shares, the Placement Agents have not acted as financial advisors or fiduciaries to the Purchaser and none of the Company, XPAC, SuperBac and their respective subsidiaries and representatives has acted as a financial advisor, fiduciary, broker or dealer to the Purchaser. The Placement Agents and their respective affiliates have not provided, and will not provide, any advice or recommendation to the Purchaser in connection with the Placement.

viii.            The Purchaser: (i) is able to fend for itself in the transactions contemplated by this Agreement; (ii) has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its prospective investment in the Acquired Shares; and (iii) has the ability (at this time and in the foreseeable future) to bear the economic risks of its prospective investment in the Acquired Shares and can afford the complete loss of such investment.

ix.            The Purchaser understands and acknowledges that the Placement Agents or their affiliates will receive deferred underwriting commissions as referred to in the IPO Prospectus (as defined below) upon consummation of the Transaction.

m.            The Purchaser understands and acknowledges that no federal or state agency has passed upon or endorsed the merits of the offering of the Acquired Shares or made any findings or determination as to the fairness of this investment or the accuracy or adequacy of the Disclosure Package.

n.            If the Purchaser is not an individual, the Purchaser has been duly formed or incorporated and is validly existing in good standing under the laws of its jurisdiction of incorporation or formation. The Purchaser has the power and authority to enter into, deliver and perform the Purchaser’s obligations under this Agreement.

o.            The execution, delivery and performance by the Purchaser of this Agreement are within the powers of the Purchaser, have been duly authorized and will not constitute or result in a breach or default under or conflict with any order, ruling or regulation of any court or other tribunal or of any governmental commission or agency, or any agreement or other undertaking, to which the Purchaser is a party or by which the Purchaser is bound, and, if the Purchaser is a legal entity, will not violate any provisions of the Purchaser’s charter documents, including, without limitation, its incorporation or formation papers, bylaws, indenture of trust or partnership or operating agreement, as may be applicable. The Purchaser’s signature on this Agreement is genuine, and the signatory has been duly authorized and has legal competence and capacity to execute the same, this Agreement has been duly executed and delivered by the Purchaser, and (assuming due authorization, execution and delivery by XPAC and the Company) this Agreement constitutes the legal, valid and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, except as the enforceability hereof may be limited by the Enforceability Exceptions.

p.            The Purchaser is not (i) a person or entity named on the List of Specially Designated Nationals and Blocked Persons administered by the United States Treasury Department’s Office of Foreign Assets Control (“OFAC”) or in any Executive Order issued by the President of the United States and administered by OFAC (“OFAC List”), or a person or entity prohibited by any OFAC sanctions program, (ii) a Designated National as defined in the United States Cuban Assets Control Regulations, 31 C.F.R. Part 515, or (iii) a non-U.S. shell bank or providing banking services indirectly to a non-U.S. shell bank. The Purchaser agrees to provide law enforcement agencies, if requested thereby, such records as required by applicable law, provided that the Purchaser is permitted to do so under applicable law. If the Purchaser is a financial institution subject to the United States Bank Secrecy Act (31 U.S.C. Section 5311 et seq.) (the “BSA”), as amended by the USA PATRIOT Act of 2001 (the “PATRIOT Act”), and its implementing regulations (collectively, the “BSA/PATRIOT Act”), the Purchaser maintains written policies and procedures reasonably designed to comply with applicable obligations under the BSA/PATRIOT Act. To the extent required, it maintains policies and procedures reasonably designed for the screening of its investors against the OFAC sanctions programs, including the OFAC List. To the extent required by applicable law, the Purchaser maintains policies and procedures reasonably designed to ensure that the funds held by the Purchaser and used to subscribe for the Acquired Shares were legally derived.

q.            The Purchaser will have sufficient funds to pay the Purchase Price at the Closing.

r.            The Purchaser does not have, as of the date hereof, and during the 30-day period immediately prior to the date hereof Subscriber has not entered into, any “put equivalent position” as such term is in Rule 16a-1 under the Exchange Act or short sale positions with respect to the Company. The Purchaser hereby agrees that from the date of this Agreement until the Closing (or the earlier termination of this Agreement in accordance with its terms), none of the Purchaser, its controlled affiliates, or any person or entity acting on behalf of the Purchaser or any of its controlled affiliates or pursuant to any understanding with the Purchaser or any of its controlled affiliates will engage in any Short Sales with respect to securities of XPAC. For purposes of this Section 7, “Short Sales” shall include, without limitation, all “short sales” as defined in Rule 200 promulgated under Regulation SHO under the Exchange Act, and, except as otherwise consented to by XPAC and the Company, all types of direct and indirect stock pledges (other than pledges in the ordinary course of business as part of prime brokerage arrangements), forward sale contracts, options, puts, calls, swaps and similar arrangements (including on a total return basis), and sales and other transactions through non-U.S. broker dealers or foreign regulated brokers. Notwithstanding anything to the contrary set forth herein, (i) nothing herein shall prohibit any entities under common management or that share an investment advisor with Purchaser that have no knowledge of this Agreement or of Purchaser’s participation in the transaction contemplated hereby (including Purchaser’s controlled affiliates and/or other affiliates) from entering into any Short Sales; and (ii) in the case of a Purchaser that is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of such Purchaser’s assets and the portfolio managers have no knowledge of the investment decisions made by the portfolio managers managing other portions of such Purchaser’s assets, this Section 7 (r) shall only apply with respect to the portion of assets managed by the portfolio manager that made the investment decision to purchase the Acquired Shares.

s.            The Purchaser’s subscription for and holding of the Acquired Shares does not constitute or result in a non-exempt prohibited transaction under Section 406 of the United States Employee Retirement Income Security Act of 1974, as amended (“ERISA”), Section 4975 of the United States Internal Revenue Code of 1986, as amended (the “Code”), or any applicable similar law. If the Purchaser is an employee benefit plan that is subject to Title I of ERISA, a plan, an individual retirement account or other arrangement that is subject to section 4975 of the Code or an employee benefit plan that is a governmental plan (as defined in section 3(32) of ERISA), a church plan (as defined in section 3(33) of ERISA), a non-U.S. plan (as described in section 4(b)(4) of ERISA) or other plan that is not subject to the foregoing but may be subject to provisions under any other federal, state, local, non-U.S. or other laws or regulations that are similar to such provisions of ERISA or the Code, or an entity whose underlying assets are considered to include “plan assets” of any such plan, account or arrangement (each, a “Plan”) subject to the fiduciary or prohibited transaction provisions of ERISA or section 4975 of the Code, the Purchaser represents and warrants that it has not relied on the Company or any of its affiliates for investment advice as the Plan’s fiduciary with respect to its decision to acquire and hold the Acquired Shares, and none of the Company or any of its affiliates shall at any time be relied upon as the Plan’s fiduciary with respect to any decision to acquire, continue to hold or transfer the Acquired Shares.

8.            Registration Rights.

a.            The Company agrees that, no later than the date that is 30 calendar days after the consummation of the Transaction, the Company will file with the SEC (at the Company’s sole cost and expense) a registration statement (a “Registration Statement”) registering the resale by the Purchaser of the Acquired Shares that are then eligible for resale (the “Registrable Shares”), and the Company shall use its commercially reasonable efforts to have the Registration Statement declared effective by the SEC as soon as practicable after the filing thereof, but no later than the earlier of (i) the 60^th calendar day (or the 90^th calendar day if the SEC notifies the Company that it will “review” the Registration Statement) following the Closing Date and (ii) the 10^th Business Day after the date the Company is notified (orally or in writing, whichever is earlier) by the SEC that the Registration Statement will not be “reviewed” or will not be subject to further review; provided, however, that if such day falls on a Saturday, Sunday or other day that the SEC is closed for business, such date shall be extended to the next Business Day on which the SEC is open for business. A substantially complete draft of the Registration Statement shall be provided to the Purchaser at least two Business Days prior to filing. The Company agrees to cause such registration statement or another shelf registration statement to remain effective until the earlier of (a) two years from the issuance of the Registrable Shares, or (b) the first date on which the Purchaser can sell all of its Registrable Shares (or shares received in exchange therefor) under Rule 144 of the United States Securities Act within 90 days without limitation as to the amount or manner of sale of such securities that may be sold and without the requirement for the Company to be in compliance with the current public information required under Rule 144(c)(1) (or Rule 144(i)(2), if applicable). The Purchaser agrees to disclose its ownership to the Company upon request to assist the Company in making the determination described above. The Company’s obligations to include the Registrable Shares (or shares issued in exchange therefor) in the Registration Statement are contingent upon the Purchaser furnishing in writing to the Company such information regarding the Purchaser, the securities of the Company held by the Purchaser and the intended method of disposition of the Registrable Shares as may be reasonably requested by the Company to effect the registration of the Registrable Securities, including a completed and executed selling shareholders questionnaire in customary form to the Company that contains the information required by SEC rules for a Registration Statement, and shall execute such documents in connection with such registration as the Company may reasonably request that are customary of a selling stockholder in similar situations, provided that Purchaser shall not in connection with the foregoing be required to execute any lock-up or similar agreement or otherwise be subject to any contractual restriction on the ability to transfer the Registrable Shares. Notwithstanding the foregoing, if the SEC prevents the Company from including any or all of the Registrable Shares (and any other securities included in such Registration Statement pursuant to contractual registration rights) proposed to be registered for resale under the Registration Statement due to limitations on the use of Rule 415 of the Securities Act for the resale of the Registrable Shares or otherwise, such Registration Statement shall register the resale of a number of Registrable Shares (and any other securities included in such Registration Statement pursuant to contractual registration rights) which is equal to the maximum number of Registrable Shares (and any other securities included in such Registration Statement pursuant to contractual registration rights) as is permitted by the SEC and in compliance with any “cut-back”, “waterfall” and other provisions pursuant to contractual registration rights binding on the Company. In such event, the number of Registrable Shares (and any other securities included in such Registration Statement pursuant to contractual registration rights) to be registered for each selling shareholder named in the Registration Statement shall be reduced in compliance with any “cut-back”, “waterfall” and other provisions pursuant to contractual registration rights binding on the Company and as between the Purchaser and any Other Purchasers, such reduction shall be pro rata (as to the number of Registrable Shares seeking to be sold) among the Purchaser and any Other Purchasers seeking to sell Registrable Shares. The Company will use its commercially reasonable efforts to file with the SEC, as promptly as allowed by the SEC, one or more amendments to the Registration Statement or new registration statements, in each case, to register the resale of those Registrable Shares that were not registered on the initial Registration Statement, and use commercially reasonable efforts to have such amendment or Registration Statement to become effective as promptly as practicable. For as long as the Purchaser holds Registrable Shares, the Company will use commercially reasonable efforts to file all reports for so long as the condition in Rule 144(c)(1) (or Rule 144(i)(2), if applicable) is required to be satisfied, and provide all customary and reasonable cooperation, necessary to enable the Purchaser to resell the Registrable Shares pursuant to Rule 144 of the Securities Act.

b.            The Company may delay the filing of the Registration Statement or suspend the use of any such Registration Statement, and from time to time to require the Purchaser not to sell under the Registration Statement (in each case for the shortest period of time, determined in good faith by the Company to be necessary for such purpose) if (i) the filing, initial effectiveness or continued use of a Registration Statement at any time would (a) require the Company to make an Adverse Disclosure (as defined below), or (b) require the inclusion in such Registration Statement of financial statements that are unavailable to the Company for reasons beyond the Company’s control, or (c) in the good faith judgment of the majority of the board of directors of the Company such filing or continued use of such Registration Statement would be seriously detrimental to the Company and the majority of the board of directors of the Company concludes as a result that it is essential to defer such filing, initial effectiveness or continued use at such time (each such circumstance, a “Suspension Event”); provided, however, that the Company may not delay or suspend the Registration Statement on more than two occasions or for more than 90 consecutive calendar days, or more than 120 total calendar days, in each case during any twelve-month period. The Company shall not, when so advising Purchaser of such Suspension Event, provide Purchaser with any material, nonpublic information regarding the Company other than to the extent that providing notice to Purchaser of the occurrence of the Suspension Event might constitute material, nonpublic information regarding the Company. Upon receipt of any written notice from the Company of the happening of any Suspension Event during the period that the Registration Statement is effective or if as a result of a Suspension Event the Registration Statement or related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein (in light of the circumstances under which they were made, in the case of the prospectus) not misleading, Purchaser agrees that it will immediately discontinue offers and sales of the Registrable Shares under the Registration Statement (excluding, for the avoidance of doubt, sales conducted pursuant to Rule 144) until Purchaser receives copies of a supplemental or amended prospectus (which the Company agrees to promptly prepare) that corrects the misstatement(s) or omission(s) referred to above and receives notice that any post-effective amendment has become effective or unless otherwise notified by the Company that it may resume such offers and sales, and it will maintain the confidentiality of any information included in such written notice delivered by the Company except as required by law. If so directed by the Company, Purchaser will deliver to the Company or, in Purchaser’s sole discretion destroy, all copies of the prospectus covering the Registrable Shares in Purchaser’s possession; provided, however, that this obligation to deliver or destroy all copies of the prospectus shall not apply (A) to the extent Purchaser is required to retain a copy of such prospectus (1) in order to comply with applicable legal, regulatory, self-regulatory or professional requirements or (2) in accordance with a bona fide pre-existing document retention policy or (B) to copies stored electronically on archival servers as a result of automatic data back-up.

As used herein, “Adverse Disclosure” shall mean any public disclosure of material non-public information, which disclosure, in the good faith judgment of the chief executive officer, chief financial officer, the president or the principal financial officer of the Company, after consultation with counsel to the Company, (i) would be required to be made in any Registration Statement or Prospectus (as defined below) in order for the applicable Registration Statement or Prospectus not to contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein (in the case of any prospectus and any preliminary prospectus, in the light of the circumstances under which they were made) not misleading, (ii) would not be required to be made at such time if the Registration Statement were not being filed, declared effective or used, as the case may be and (iii) the Company has a bona fide business purpose for not making such information public.

c.            Indemnification.

i.            The Company shall, notwithstanding any termination of this Agreement indemnify and hold harmless, to the extent permitted by law, Purchaser, its directors officers, members, stockholders, partners, agents, brokers, investment advisors and employees, and each person who controls Purchaser (within the meaning of the Securities Act), from and against losses, claims, damages, liabilities and reasonable and documented out-of-pocket costs and expenses (including, without limitation, any reasonable and documented outside attorneys’ fees of one law firm and one local counsel in any applicable jurisdiction) (collectively, “Losses”) based on any untrue or alleged untrue statement of material fact contained in any Registration Statement, prospectus included in any Registration Statement (or incorporated by reference therein) (“Prospectus”) or preliminary Prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of a Prospectus, in the light of the circumstances under which they were made) not misleading, except insofar as the same are based on or contained in any information or affidavit so furnished in writing to the Company by or on behalf of such Purchaser expressly for use therein or Purchaser has omitted a material fact from such information; provided, however, that the indemnification contained in this Section 8.3.c. shall not apply to amounts paid in settlement of any Losses if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld, conditioned or delayed), nor shall the Company be liable for any Losses to the extent they arise out of or are based upon a violation which occurs (A) as a result of offers or sales effected by or on behalf of any person by means of a “free writing prospectus” (as defined in Rule 405 under the Securities Act) that was not authorized in writing by the Company, or (B) in connection with any offers or sales effected by or on behalf of the Purchaser in violation of Section 8.3.b. The Company shall notify the Purchaser promptly of the institution, threat or assertion of any proceeding.

ii.            In connection with any Registration Statement in which Purchaser is participating, Purchaser shall, to the extent permitted by law, indemnify the Company, its directors and officers and each person or entity who controls the Company (within the meaning of the Securities Act) against any Losses based on any untrue or alleged untrue statement of material fact contained in any Registration Statement, prospectus included in any Registration Statement (or incorporated by reference therein), Prospectus or preliminary Prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of a Prospectus, in the light of the circumstances under which they were made) not misleading, but only to the extent that such untrue statement or omission is contained (or not contained in, in the case of an omission) in any information or affidavit so furnished in writing by on behalf of such Purchaser expressly for use therein; provided, however, that the liability of Purchaser shall be several and not joint with any Other Purchaser and shall be limited to the net proceeds received by Purchaser from the sale of Acquired Shares giving rise to such indemnification obligation.

iii.            Any person entitled to indemnification herein shall (1) give prompt written notice to the indemnifying party of any claim with respect to which it seeks indemnification (provided that the failure to give prompt notice shall not impair any person’s right to indemnification hereunder to the extent such failure has not prejudiced the indemnifying party) and (2) permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party. If such defense is assumed, the indemnifying party shall not be subject to any liability for any settlement made by the indemnified party without its consent (but such consent shall not be unreasonably withheld, conditioned or delayed). An indemnifying party who elects not to, assume the defense of a claim shall not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of legal counsel to any indemnified party a conflict of interest exists between such indemnified party and any other of such indemnified parties with respect to such claim. No indemnifying party shall, without the consent of the indemnified party (which consent shall not be unreasonably withheld, conditioned or delayed), consent to the entry of any judgment or enter into any settlement which cannot be settled in all respects by the payment of money (and such money is so paid by the indemnifying party pursuant to the terms of such settlement) or which settlement includes a statement or admission of fault and culpability on the part of such indemnified party or which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation.

iv.            The indemnification provided for under this Agreement shall remain in full force and effect regardless of any investigation made by or on behalf of the indemnified party and shall survive the transfer of the Acquired Shares purchased pursuant to this Agreement.

v.            If the indemnification provided under this Section 8.c.v from the indemnifying party is unavailable or insufficient to hold harmless an indemnified party in respect of any Losses referred to herein, then the indemnifying party, in lieu of indemnifying the indemnified party, shall contribute to the amount paid or payable by the indemnified party as a result of such Losses in such proportion as is appropriate to reflect the relative fault of the indemnifying party and the indemnified party, as well as any other relevant equitable considerations. The relative fault of the indemnifying party and indemnified party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, was made by (or not made by, in the case of an omission), or relates to information supplied by (or not supplied by, in the case of an omission), such indemnifying party or indemnified party, and the indemnifying party’s and indemnified party’s relative intent, knowledge, access to information and opportunity to correct or prevent such action. The amount paid or payable by a party as a result of the Losses or other liabilities referred to above shall be deemed to include, subject to the limitations set forth in Sections 8.3.c.i and ii above, any legal or other fees, charges or expenses reasonably incurred by such party in connection with any investigation or proceeding. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution pursuant to this Section 8.3.v from any person who was not guilty of such fraudulent misrepresentation. In no event shall the liability of the Purchaser be greater in amount than the dollar amount of the net proceeds received by Purchaser upon the sale of the Registrable Securities giving rise to such contribution obligation.

d.            Upon the Purchaser’s request, the Company shall use its commercially reasonable efforts, at its sole expense, to cause its legal counsel to, as soon as commercially reasonable, (i) issue to the transfer agent a legal opinion instructing the transfer agent that, in connection with a sale or transfer of “restricted securities” (i.e., securities issued pursuant to an exemption from the registration requirements of Section 5 of the Securities Act), the resale or transfer of which restricted securities has been registered pursuant to an effective Registration Statement by the holder thereof named in such Registration Statement, upon receipt of an appropriate broker representation letter and other such documentation as the Company’s counsel deems necessary and appropriate and after confirming compliance with relevant prospectus delivery requirements, is authorized to remove any applicable restrictive legend in connection with such sale or transfer and (ii) if the Acquired Shares are not registered pursuant to an effective Registration Statement, issue to the transfer agent a legal opinion to facilitate the sale or transfer of the Acquired Shares and removal of any restrictive legends pursuant to any exemption from the registration requirements of Section 5 of the Securities Act that may be available to a requesting Purchaser; provided that in each case (a) in the case of item (ii) above, the Subscriber has sold or transferred, or proposes to sell or transfer, Shares pursuant to Rule 144 and (b) in each case, the Company, its counsel or the Company’s transfer agent have received customary representations and other documentation from the Purchaser that is reasonably necessary to establish that such restrictive legend is no longer required as reasonably requested by the Company, its counsel or the Company’s transfer agent. Notwithstanding the foregoing, the Company and its counsel shall not be required to deliver any such opinion, authorization, certificate or direction if it reasonably believes that removal of the legend could result in or facilitate transfers of securities in violation of applicable law.

9.            Termination. This Agreement shall terminate and be void and of no further force and effect, and all rights and obligations of the parties hereunder shall terminate without any further liability on the part of any party in respect thereof, upon the earlier to occur of (a) such date and time as the Business Combination Agreement is validly terminated in accordance with its terms, (b) upon the mutual written agreement of each of the parties hereto to terminate this Agreement, or (c) at the election of the Purchaser, if the consummation of the Transaction shall not have occurred on or prior to the Outside Date (as defined in the Business Combination Agreement); provided, that nothing herein will relieve any party from liability for any willful breach hereof prior to the time of termination, and each party will be entitled to any remedies at law or in equity to recover losses, liabilities or damages arising from such breach. If the Transaction is not consummated, the Company shall notify the Purchaser of the termination of the Business Combination Agreement promptly after the termination of such agreement. This Agreement shall further terminate and be of no further force or effect, without any liability to any party hereto, if the Company notifies the Purchaser in writing that it has abandoned its plans to move forward with the Transaction and/or terminates the Purchaser’s obligations with respect to the Subscription without the delivery of the Acquired Shares having occurred, provided; that if the Purchase Price has been already paid pursuant to this Agreement at such time it shall be returned promptly by the Company to the Purchaser without any deduction for or on account of any tax, withholding, charges, or set-off.

10.            Trust Account Waiver. The Purchaser acknowledges that XPAC is a blank check company with the powers and privileges necessary or convenient to the conduct, promotion or attainment of the business or purposes of XPAC, including, but not limited to effecting a merger, asset acquisition, reorganization or similar business combination involving XPAC and one or more businesses or assets. The Purchaser further acknowledges that, as described in XPAC prospectus relating to its initial public offering dated July 29, 2021 (the “IPO Prospectus”) available at www.sec.gov, substantially all of XPAC’s assets consist of the cash proceeds of XPAC’s initial public offering and private placements of its securities, and substantially all of those proceeds have been deposited in a trust account (the “Trust Account”) for the benefit of XPAC, its public stockholders and the underwriters of XPAC’s initial public offering. Except with respect to interest earned on the funds held in the Trust Account that may be released to XPAC to pay its tax obligations, if any, and for working capital, the cash in the Trust Account may be disbursed only for the purposes set forth in the IPO Prospectus. The Purchaser hereby irrevocably waives any and all right, title and interest, or any claim of any kind it has or may have in the future, in or to any monies held in the Trust Account, and agrees not to seek recourse against the Trust Account as a result of, or arising out of, this Agreement, provided however, that nothing in this Section 10 shall be deemed to limit the Purchaser’s right, title, interest or claim to the Trust Account by virtue of the Purchaser’s record or beneficial ownership of Class A Ordinary Shares.

11.            Miscellaneous.

a.            Neither this Agreement nor any rights, interests or obligations that may accrue to the parties hereunder (including Purchaser’s rights to purchase the Acquired Shares) may be transferred or assigned without the prior written consent of each of the other parties, other than an assignment to any controlled affiliate of the Purchaser or any fund or account managed by the same investment manager as the Purchaser, subject to, if such transfer or assignment is prior to the Closing Date, such transferee or assignee, as applicable, executing a joinder to this Agreement or a separate subscription agreement in substantially the same form as this Agreement, including with respect to the Purchase Price and other terms and conditions; provided, however, that, in the case of any such transfer or assignment, the initial party to this Agreement shall remain bound by its obligations under this Agreement. For the avoidance of doubt, any transaction contemplated by the Business Combination Agreement shall be deemed not to constitute an assignment of this Agreement or any rights, interests or obligations that may accrue to the parties hereunder.

b.            Prior to or at the Closing Date, the Purchaser shall deliver to the Company a duly completed and executed Internal Revenue Service Form W-9 or appropriate Form W-8. The Company may request from the Purchaser such additional information as the Company may deem necessary to evaluate the eligibility of the Purchaser to subscribe for the Acquired Shares, and the Purchaser shall provide such information as may reasonably be requested, to the extent readily available and to the extent consistent with its internal policies and procedures provided that the Company agrees to keep any such information confidential except to the extent required to be disclosed by applicable law, including the securities laws or in connection with such filings, or the Nasdaq. The Purchaser acknowledges that XPAC and the Company shall file a copy of this Agreement with the SEC.

c.            The Purchaser acknowledges that each of the Company, XPAC, SuperBac, the Placement Agents and others will rely on the acknowledgments, understandings, agreements, representations and warranties made by Purchaser contained in this Agreement. Prior to the Closing, the Purchaser agrees to promptly notify the Company and XPAC if any of the acknowledgments, understandings, agreements, representations and warranties made by Purchaser set forth herein are no longer accurate. The Purchaser acknowledges and agrees that each purchase by the Purchaser of the Acquired Shares from the Company will constitute a reaffirmation of the acknowledgements, understandings, agreements, representations and warranties herein (as modified by any such notice) by the Purchaser as of the time of the purchase.

d.            Each of the Company, XPAC, SuperBac and the Purchaser is entitled to rely upon this Agreement and is irrevocably authorized to produce this Agreement or a copy hereof to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby.

e.            All the agreements, representations and warranties made by each party hereto in this Agreement shall survive the Closing.

f.            This Agreement may not be modified, waived or terminated except by an instrument in writing signed by each of the parties hereto. No failure or delay of any party in exercising any right or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such right or power, or any course of conduct, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the parties hereunder are cumulative and are not exclusive of any rights or remedies that they would otherwise have hereunder.

g.            This Agreement (and any other agreements executed and delivered in connection with the Transaction to which the Purchaser is party, if any) constitutes the entire agreement, and supersedes all other prior agreements, understandings, representations and warranties, both written and oral, among the parties, with respect to the subject matter hereof, and SuperBac. This Agreement shall not confer any rights or remedies upon any person other than the parties hereto and their respective successors and assigns; provided, however, that notwithstanding anything to the contrary in this Agreement, the parties hereto acknowledge and agree that (i) SuperBac shall be a third party beneficiary hereof, (ii) each representation, warranty, covenant and agreement of the Company, XPAC and Purchaser hereunder is being made also for the benefit of SuperBac, and (iv) SuperBac may directly enforce (including by an action for specific performance, injunctive relief or other equitable relief) each of the covenants and agreements of each of the Company and the Purchaser under this Agreement.

h.            Except as otherwise provided herein, this Agreement shall be binding upon, and inure to the benefit of the parties hereto and their heirs, executors, administrators, successors, legal representatives, and permitted assigns, and the agreements, representations, warranties, covenants and acknowledgments contained herein shall be deemed to be made by, and be binding upon, such heirs, executors, administrators, successors, legal representatives and permitted assigns.

i.            If any provision of this Agreement shall be adjudicated by a court of competent jurisdiction to be invalid, illegal or unenforceable, the validity, legality or enforceability of the remaining provisions of this Agreement shall not in any way be affected or impaired thereby and shall continue in full force and effect.

j.            This Agreement may be executed in multiple counterparts, each of which when executed and delivered shall thereby be deemed to be an original and all of which taken together shall constitute one and the same instrument. Any party hereto may execute and deliver signed counterparts of this Agreement to the other parties hereto by electronic mail or other electronic transmission in portable document format (.PDF) or any other electronic signature complying with the United States ESIGN Act of 2000 (including www.docusign.com), each of which shall be deemed an original.

k.            The parties hereto agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement, this being in addition to any other remedy to which such party is entitled at law, in equity, in contract, in tort or otherwise. The parties hereto further acknowledge and agree that SuperBac shall be entitled to specifically enforce the Purchaser’s obligations to fund the Amount and the provisions of this Agreement of which SuperBac is an express third party beneficiary, in each case, on the terms and subject to the conditions set forth herein. In connection with any action for which SuperBac is entitled to an award of money damages, each of the parties hereto agrees that such damages, to the extent payable by such party, shall include, without limitation, damages related to the cash consideration that is or was to be paid to SuperBac or its equity holders under the Business Combination Agreement and/or this Agreement, and such damages are not limited to an award of out-of-pocket fees and expenses related to the Business Combination Agreement and this Agreement. In addition, the prevailing party in any action to enforce the provisions of this Agreement shall be entitled to fees and expenses incurred in connection therewith. The parties acknowledge and agree that this Section 11(k) is an integral part of the transactions contemplated hereby and without that right, the parties hereto would not have entered into this Agreement.

l.            THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAWS THAT WOULD OTHERWISE REQUIRE THE APPLICATION OF THE LAW OF ANY OTHER STATE. EACH PARTY HERETO HEREBY WAIVES ANY RIGHT TO A JURY TRIAL IN CONNECTION WITH ANY LITIGATION PURSUANT TO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY.

m.            Any action based upon, arising out of or related to this Agreement, or the transactions contemplated hereby, shall be brought in any federal or state court located in New York County, New York, and each of the parties irrevocably submits to the exclusive jurisdiction of each such court in any such action, waives any objection it may now or hereafter have to personal jurisdiction, venue or to convenience of forum, agrees that all claims in respect of the action shall be heard and determined only in any such court, agrees that service of process upon such party in any such action shall be effective if given as may be permitted by applicable law, and agrees not to bring any action arising out of or relating to this Agreement or the transactions contemplated hereby in any other court. Nothing herein contained shall be deemed to affect the right of any party to serve process in any manner permitted by law, or to commence legal proceedings or otherwise proceed against any other party in any other jurisdiction, in each case, to enforce judgments obtained in any action brought pursuant to this Section 11(m).

n.            The Purchaser further acknowledges and agrees that none of (i) any Other Purchaser pursuant to any Other Subscription Agreement or any other agreement related to the private placement of the Shares (including such other investor’s respective affiliates or any control persons, officers, directors, partners, agents, employees or representatives of any of the foregoing) or (ii) any of the Company’s or XPAC’s respective affiliates’ control persons, officers, directors, partners, agents, employees or representatives, shall be liable to any Other Purchaser pursuant to this Agreement or any Other Subscription Agreement or any other agreement related to the private placement of the Shares for any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase of the Shares or with respect to any claim (whether in tort, contract or otherwise) for breach of this Agreement or in respect of any written or oral representations made or alleged to be made in connection herewith, except as expressly provided herein, or for any actual or alleged inaccuracies, misstatements or omissions with respect to any information or materials of any kind furnished by the Company, XPAC or any Non-Party Affiliate concerning the Company, XPAC, the HoldCo Business, any of their controlled affiliates, this Agreement or the transactions contemplated hereby. For purposes of this Agreement, “Non-Party Affiliates” means each former, current or future officer, director, employee, partner, member, manager, direct or indirect equityholder or affiliate of the Company or XPAC or any of the Company’s or XPAC’s controlled affiliates or any family member of the foregoing.

o.            [The Company shall, by 9:00 a.m., New York City time, on the first (1st) Business Day immediately following the date of this Agreement, issue one or more press releases or file with the SEC a Current Report on Form 8-K (collectively, the “Disclosure Document”) disclosing all material terms of the transactions contemplated hereby, the Transaction and any other material, nonpublic information that the Company or XPAC has provided to Purchaser at any time prior to the filing of the Disclosure Document. From and after the issuance of the Disclosure Document, to the Company’s and XPAC’s knowledge, Purchaser shall not be in possession of any material, nonpublic information received from the Company or XPAC, and Purchaser shall no longer be subject to any confidentiality or similar obligations under any current agreement, whether written or oral with the Company or XPAC or any of their respective affiliates with respect to the transactions contemplated hereby. Notwithstanding anything in this Agreement to the contrary, neither the Company nor XPAC shall, without the prior written consent of Purchaser, publicly disclose the name of Purchaser or any of its affiliates or advisors, or include the name of Purchaser or any of its affiliates or advisors (i) in any press release or marketing materials or (ii) in any filings with the SEC or any regulatory agency or trading market except (A) required by the federal securities law in connection with the Registration Statement, and (B), to the extent such disclosure is required by law, at the request of the Staff of the SEC or regulatory agency or under the regulations of the Nasdaq or by any other governmental authority, in which case XPAC and/or the Company shall provide Purchaser with prior written notice of such disclosure permitted under this subclause (B).]

p.            If Purchaser is a Massachusetts Business Trust, a copy of the Agreement and Declaration of Trust of Purchaser or any affiliate thereof is on file with the Secretary of State of the Commonwealth of Massachusetts and notice is hereby given that the Agreement is executed on behalf of the trustees of the Purchaser or any affiliate thereof as trustees and not individually and that the obligations of the Agreement are not binding on any of the trustees, officers or stockholders of the Purchaser or any affiliate thereof individually but are binding only upon the Purchaser or any affiliate thereof and its assets and property.

12.            [Non-Redemption and Other Agreements.

a.            The Purchaser represents and warrants to the Company and XPAC that at the date of signature of this Agreement and as of the Closing Date that it is the record and beneficial owner of (i) [●] Class A ordinary share of XPAC, par value $0.0001 per share (“Class A Ordinary Shares”) and (ii) [●] public warrants to acquire Class A Ordinary Shares (together with any other shares, capital stock or any other equity interests, as applicable, of XPAC that the Purchaser holds of record or beneficially, as of the date of this Agreement, or acquires record or beneficial ownership after the date hereof, collectively, the “Subject XPAC Equity Securities”).

b.            The Purchaser hereby unconditionally and irrevocably agrees to be present at any meeting of the shareholders of XPAC, and to vote (in person or by proxy), or consent to any action by written consent or resolution with respect to, all of the Subject XPAC Equity Securities (i) in favor of, and to adopt, the Business Combination Agreement, the Transaction Documents (as defined in the Business Combination Agreement) and the transactions contemplated thereby, (ii) in favor of the other matters set forth in the Business Combination Agreement, the Transaction Documents and the transactions contemplated thereby to the extent required for XPAC to carry out its obligations thereunder, and (iii) in opposition to: (A) any concerning any merger, consolidation, purchase of ownership interests or assets of or by XPAC, recapitalization or similar business combination transaction (in each case, other than in connection with the Business Combination Agreement and the other Transaction Documents) and any and all other proposals (1) that could reasonably be expected to delay or impair the ability of XPAC to consummate the transactions contemplated by the Business Combination Agreement or any Transaction Document (as defined in the Business Combination Agreement) or (2) which are in competition with or materially inconsistent with the Business Combination Agreement, any Transaction Document (as defined in the Business Combination Agreement) and the transactions contemplated thereby or (B) any other action, proposal, transaction or agreement involving XPAC that is intended, or would reasonably be expected, to prevent, impede, interfere with, delay, postpone or adversely affect in any material respect the transactions contemplated by the Business Combination Agreement or any Transaction Document (as defined in the Business Combination Agreement) or would reasonably be expected to result in (y) any breach of any representation, warranty, covenant, obligation or agreement of XPAC in the Business Combination Agreement or any Transaction Document (as defined in the Business Combination Agreement) or (z) any of the conditions to XPAC’s obligations under the Business Combination Agreement or any Transaction Document (as defined in the Business Combination Agreement) not being fulfilled.

c.            The Purchaser shall not redeem any Subject XPAC Equity Securities owned by it, or submit or surrender any of its Subject XPAC Equity Securities for redemption, in connection with shareholder approval of the transactions contemplated by the Business Combination Agreement or any Transaction Document (as defined in the Business Combination Agreement), including any amendments to the XPAC Articles of Association (as defined in the Business Combination Agreement).

d.            The Purchaser hereby agrees that it shall not, directly or indirectly, (i) sell, assign, transfer (including by operation of law), place a lien on, pledge, dispose of or otherwise encumber any of the Subject XPAC Equity Securities or otherwise agree to do any of the foregoing (each, a “Transfer”), (ii) deposit any of the Subject XPAC Equity Securities into a voting trust or enter into a voting agreement or arrangement or grant any proxy or power of attorney with respect to any of the Subject XPAC Equity Securities that conflicts with any of the covenants or agreements set forth in this Agreement, (iii) enter into any contract, option or other arrangement or undertaking with respect to the direct or indirect acquisition or sale, assignment, transfer (including by operation of law) or other disposition of any of the Subject XPAC Equity Securities, (iv) engage in any hedging or other transaction which is designed to, or which would (either alone or in connection with one or more events, developments or events (including the satisfaction or waiver of any conditions precedent)), lead to or result in a sale or disposition of the Subject XPAC Equity Securities even if such Subject XPAC Equity Securities would be disposed of by a Person other than the Purchaser or (v) take any action that would have the effect of preventing or materially delaying the performance of its obligations.]

[SIGNATURE PAGES FOLLOW]

IN WITNESS WHEREOF, the Purchaser has executed or caused this Agreement to be executed by its duly authorized representative as of the date set forth on the first page of this Agreement.