Exhibit 10.3


 


LOCK-UP AGREEMENT


 


THIS LOCK-UP AGREEMENT (this
“Agreement”) is dated as of April 5, 2022, by and among (i) Caravelle International Group, a Cayman Islands exempted
company (“PubCo”), (ii) Pacifico Acquisition Corp., a Delaware corporation (“SPAC”) and (iii) the
undersigned (the “Holder”). Capitalized terms used and not otherwise defined herein shall have the meanings given such
terms in the Merger Agreement (as defined below).


 


BACKGROUND


 


A. On
or about the date of this Agreement, PubCo, SPAC, Pacifico International Group, a Cayman Islands exempted company and a wholly-owned subsidiary
of the PubCo (“Merger Sub 1”), Pacifico Merger Sub 2 Inc., a Delaware corporation and a wholly-owned subsidiary of
the of PubCo (“Merger Sub 2”) and Caravelle Group Co., Ltd.. a Cayman Islands exempted company (“Company”),
are entering into that certain Agreement and Plan of Merger (as amended from time to time in accordance with the terms thereof, the “Merger
Agreement”), pursuant to which, among other matters, upon the consummation of the transactions contemplated thereby (the “Closing”),
Merger Sub 1 will merge with and into the Company, with the Company continuing as the surviving entity and a wholly-owned subsidiary of
PubCo (the “Initial Merger”), and Merger Sub 2 will merge with and into SPAC, with SPAC continuing as the surviving
entity and a wholly-owned subsidiary of PubCo (the “SPAC Merger” and together with the Initial Merger, the “Transaction”
or “Merger”) and as a result of which all of the issued and outstanding capital stock of each of the Company and SPAC
immediately prior to the Closing shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, in exchange
for the right to receive newly issued PubCo Ordinary Shares, all upon the terms and subject to the conditions set forth in the Merger
Agreement and in accordance with the applicable provisions of the Delaware General Corporation Law and the Companies Act of the Cayman
Islands, as applicable;


 


B. As
of the date hereof, Holder is a holder of Company Ordinary Shares, in such amounts as set forth underneath Holder’s name on the
signature page hereto. Holder does not beneficially own any securities exercisable for or convertible into Company Ordinary Shares except
as indicated on the signature page hereto.


 


C. Pursuant
to the Merger Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties desire to enter into this Agreement, pursuant to which the PubCo Ordinary Shares to be received by Holder as consideration
in the Merger, and further including any other securities held by the Holder immediately following the Merger which are convertible into,
or exercisable, or exchangeable for, PubCo Ordinary Shares (all such securities, together with any securities paid as dividends or distributions
with respect to such securities or into which such securities are exchanged or converted, but not including any shares issued in connection
with the PIPE Subscription Agreements, the “Restricted Securities”) shall become subject to limitations on disposition
as set forth herein.


 


D. As
a condition of, and as a material inducement for the Company to enter into and consummate the Transaction, the Holder has agreed to execute
and deliver this Agreement.


 




     


     


    

 


NOW, THEREFORE, for and in
consideration of the mutual covenants and agreements set forth herein, and other good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, the parties, intending to be legally bound, agree as follows:


 


AGREEMENT


 


1. Lock-Up.


 


(a) During
the Lock-up Period (as defined below), the Holder irrevocably agrees that, without the prior written consent of PubCo, it, he or she will
not offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any of the Lock-up Shares (as defined below),
enter into a transaction that would have the same effect, or enter into any swap, hedge or other arrangement that transfers, in whole
or in part, any of the economic consequences of ownership of such Lock-up Shares, whether any of these transactions are to be settled
by delivery of any such Lock-up Shares, in cash or otherwise, publicly disclose the intention to make any offer, sale, pledge or disposition,
or to enter into any transaction, swap, hedge or other arrangement, or engage in any Short Sales (as defined below) with respect to any
security of PubCo.


 


(b) In
furtherance of the foregoing, PubCo will (i) place an irrevocable stop order on all Lock-up Shares, including those which may be covered
by a registration statement, and (ii) notify PubCo’ transfer agent in writing of the stop order and the restrictions on such Lock-up
Shares under this Agreement and direct PubCo’ transfer agent not to process any attempts by the Holder to resell or transfer any
Lock-up Shares, except in compliance with this Agreement.


 


(c) For
purposes hereof, “Short Sales” include, without limitation, all “short sales” as defined in Rule 200 promulgated
under Regulation SHO under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and all types of direct
and indirect stock pledges, forward sale contracts, options, puts, calls, swaps and similar arrangements (including on a total return
basis), and sales and other transactions through non-US broker dealers or foreign regulated brokers.


 


(d) For
purpose of this Agreement, the “Lock-up Period” means the period commencing on the Closing Date and ending on the earlier
of (A) six-month anniversary of the date of the Closing; and (B) subsequent to the Closing, the date on which PubCo consummates a liquidation,
merger, capital stock exchange, reorganization, or other similar transaction that results in all of PubCo’s shareholders having
the right to exchange their PubCo Ordinary Shares for cash, securities or other property.


 


(e) The
restrictions set forth herein shall not apply to the transfer of any or all of the Restricted Securities owned by Holder: (1) transfers
or distributions to the Holder’s current or former general or limited partners, managers or members, stockholders, other equityholders
or direct or indirect affiliates (within the meaning of Rule 405 under the Securities Act of 1933, as amended) or to the estates of any
of the foregoing; (2) transfers by bona fide gift to a member of the Holder’s immediate family or to a trust, the beneficiary of
which is the Holder or a member of the Holder’s immediate family for estate planning purposes; (3) by virtue of the laws of descent
and distribution upon death of the Holder; or (4) pursuant to a qualified domestic relations order, in each case where such transferee
agrees to be bound by the terms of this Agreement.


 


In addition, after the Closing
Date, if there is a Change of Control, then upon the consummation of such Change of Control, all Lock-up Shares shall be released from
the restrictions contained herein. A “Change of Control” means: (a) the sale of all or substantially all of the consolidated
assets of PubCo and PubCo subsidiaries to a third-party purchaser; (b) a sale resulting in no less than a majority of the voting power
of the PubCo being held by person that did not own a majority of the voting power prior to such sale; or (c) a merger, consolidation,
recapitalization or reorganization of PubCo with or into a third-party purchaser that results in the inability of the pre-transaction
equity holders to designate or elect a majority of the Board of Directors (or its equivalent) of the resulting entity or its parent company.


 




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2. Representations
and Warranties. Each of the parties hereto, by their respective execution and delivery of this Agreement, hereby represents and warrants
to the others and to all third party beneficiaries of this Agreement that (a) such party has the full right, capacity and authority to
enter into, deliver and perform its respective obligations under this Agreement, (b) this Agreement has been duly executed and delivered
by such party and is the binding and enforceable obligation of such party, enforceable against such party in accordance with the terms
of this Agreement, and (c) the execution, delivery and performance of such party’s obligations under this Agreement will not conflict
with or breach the terms of any other agreement, contract, commitment or understanding to which such party is a party or to which the
assets or securities of such party are bound.


 


3. Beneficial Ownership.
The Holder hereby represents and warrants that it does not beneficially own, directly or through its nominees (as determined in accordance
with Section 13(d) of the Exchange Act, and the rules and regulations promulgated thereunder), any shares of capital stock of the Company,
or any economic interest in or derivative of such stock, other than those securities specified on the signature page hereto. For purposes
of this Agreement, the ordinary shares of the Company beneficially owned by the Holder as specified on the signature page hereto, together
with the Restricted Securities to be received by such Holder in connection with the Transaction (subject to the consummation of the Merger),
are collectively referred to as the “Lock-up Shares.”


 


4. No Additional
Fees/Payment. Other than the consideration specifically referenced herein, the parties hereto agree that no fee, payment or additional
consideration in any form has been or will be paid to the Holder in connection with this Agreement.


 


5. Notices. Any
notices required or permitted to be sent hereunder shall be sent in writing, addressed as specified below, and shall be deemed given:
(a) if by hand or recognized courier service, by 4:00PM on a business day, addressee’s day and time, on the date of delivery, and
otherwise on the first business day after such delivery; (b) if by fax or email, on the date that transmission is confirmed electronically,
if by 4:00PM on a business day, addressee’s day and time, and otherwise on the first business day after the date of such confirmation;
or (c) five days after mailing by certified or registered mail, return receipt requested. Notices shall be addressed to the respective
parties as follows (excluding telephone numbers, which are for convenience only), or to such other address as a party shall specify to
the others in accordance with these notice provisions:


 


		(a)	If to SPAC prior to the Closing, to:



 


Pacifico Acquisition Corp.


c/o Pacifico Capital
LLC


521 Fifth Avenue 17th Floor


New York, NY 10175


Attention: Edward
Cong Wang, Chief Executive Officer


E-mail: edwardwang@pacificocorp.com


 


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


 


Loeb & Loeb LLP


345 Park Avenue, 19th Floor


New York, NY 10154


Attention: Giovanni Caruso


 


E-mail: gcaruso@loeb.com


 






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		(b)	If to PubCo, to:



 


Caravelle International Group


c/o Caravelle Group Co., Ltd.


P.O. Box 31119


Grand Pavilion, Hibiscus Way,


802 West Bay Road


Grand Cayman


KYI – 1205 Cayman Islands


Attention: Guohua Zhang


Email: zgh@caravelleglobal.com.cn


 


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


 


Jun He Law Offices
LLC


Suite 1919, 630
Fifth Avenue


(45 Rockefeller
Plaza)


New York, NY 10111


Attention: Lan
Lou


Email: loul@junhe.com


 


		(c)	If to the Holder, to the address set forth on the Holder’s signature page hereto, with a copy, which
shall not constitute notice, to:



 


60 Paya Lebar Road


#06-17 Paya Lebar
Square


Singapore 409051


Attention: Guohua Zhang


Phone: (86) 15221560448


E-mail: zgh@caravelleglobal.com.cn


 


or to such other address as any party may have
furnished to the others in writing in accordance herewith.


 


6. Enumeration and
Headings. The enumeration and headings contained in this Agreement are for convenience of reference only and shall not control or
affect the meaning or construction of any of the provisions of this Agreement.


 


7. Counterparts.
This Agreement may be executed in facsimile and in any number of counterparts, each of which when so executed and delivered shall be
deemed an original, but all of which shall together constitute one and the same agreement.


 




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8. Successors and
Assigns. This Agreement and the terms, covenants, provisions and conditions hereof shall be binding upon, and shall inure to the
benefit of, the respective heirs, successors and permitted assigns of the parties hereto. The Holder hereby acknowledges and agrees that
this Agreement is entered into for the benefit of and is enforceable by PubCo and its successors and assigns.


 


9. Severability.
If any provision of this Agreement is held to be invalid or unenforceable for any reason, such provision will be conformed to prevailing
law rather than voided, if possible, in order to achieve the intent of the parties and, in any event, the remaining provisions of this
Agreement shall remain in full force and effect and shall be binding upon the parties hereto.


 


10. Amendment.
The parties hereto acknowledge that Pacifico Capital LLC (the “Sponsor”) is a third-party beneficiary to this Agreement and
that this Agreement may be amended or modified by written agreement executed by each of the parties hereto and the Sponsor.


 


11. Further Assurances.
Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all
such other agreements, certificates, instruments and documents, as any other party may reasonably request in order to carry out the intent
and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.


 


12. No Strict Construction.
The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules
of strict construction will be applied against any party.


 


13. Dispute Resolution.
Section 11.14 of the Merger Agreement regarding jurisdiction and waiver of jury trial is incorporated by reference herein to apply with
full force to any dispute arising under this Agreement.


 


14. Governing Law.
The terms and provisions of this Agreement shall be construed in accordance with the laws of the State of Delaware.


 


15. Controlling Agreement.
To the extent the terms of this Agreement (as amended, supplemented, restated or otherwise modified from time to time) directly conflicts
with a provision in the Merger Agreement, the terms of this Agreement shall control.


 


[Signature Page Follows]


 




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IN WITNESS WHEREOF, the parties
hereto have caused this Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.


 


	 	CARAVELLE INTERNATIONAL GROUP
	 	 
	 	By:	 
	 	 	Name:  	Guohua Zhang
	 	 	Title: 	Chief Executive Officer
	 	 	 	 
	 	PACIFICO ACQUISITION CORP.
	 	 
	 	By:	 
	 	 	Name:	 Edward Cong Wang
	 	 	Title: 	Chief Executive Officer  



 


[Signature
Page to Lock-Up Agreement]


 




     


     


    

 


IN WITNESS WHEREOF, the parties
hereto have caused this Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.


 


	 	DOOSAN INVESTMENT CO., LTD
	 	 
	 	By:	 
	 	 	Name: 	 Hao Du
	 	 	Title:	 Director
	 	 
	 	Address:
	 	 
	 	Vistra Corporate Services Centre, Wickhams Cay II, 

Road Town, Tortola, VG 1110, British Virgin Islands
	 	 
	 	NUMBER OF Lock-up Shares:
	 	 
	 	200



 




     


     


    

 


IN WITNESS WHEREOF, the parties
hereto have caused this Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.


 


	 	GALION-GROUP CO., LTD
	 	 
	 	By:	 
	 	 	Name:  	Guohua Zhang
	 	 	Title: 	Director
	 	 
	 	Address:
	 	 
	 	Vistra Corporate Services Centre, Wickhams Cay II,

 Road Town, Tortola, VG 1110,
     British Virgin Islands
	 	 
	 	NUMBER OF Lock-up Shares:
	 	 
	 	24,500



 




     


     


    

 


IN WITNESS WHEREOF, the parties
hereto have caused this Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.


 


	 	HAOCHEN GROUP CO., LTD
	 	 
	 	By:	 
	 	 	Name: 	Chunfeng Liu
	 	 	Title: 	Director
	 	 
	 	Address:
	 	 
	 	Vistra Corporate Services Centre, Wickhams Cay II, 

Road Town, Tortola, VG 1110,  British Virgin Islands
	 	 
	 	NUMBER OF Lock-up Shares:
	 	 
	 	50



 




     


     


    

 


IN WITNESS WHEREOF, the parties
hereto have caused this Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.


 


	 	GREATER BIGFISH KING CO., LTD
	 	 
	 	By:	 
	 	 	Name: 	Sai Wang
	 	 	Title:	 Director
	 	 
	 	Address:
	 	 
	 	Vistra Corporate Services Centre, Wickhams Cay II, 

Road Town, Tortola, VG 1110,  British Virgin Islands
	 	 
	 	NUMBER OF Lock-up Shares:
	 	 
	 	1,500



 




     


     


    

 


IN WITNESS WHEREOF, the parties
hereto have caused this Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.


 


	 	JANE RAYS GROUP CO., LTD
	 	 
	 	By:	 
	 	 	Name: 	Lisha Ao
	 	 	Title: 	Director
	 	 
	 	Address:
	 	 
	 	Vistra Corporate Services Centre, Wickhams Cay II,

 Road Town, Tortola, VG 1110,  British Virgin Islands
	 	 
	 	NUMBER OF Lock-up Shares:
	 	 
	 	1,000



 




     


     


    

 


IN WITNESS WHEREOF, the parties
hereto have caused this Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.


 


	 	KAIYUE TEC GROUP CO., LTD
	 	 
	 	By:	 
	 	 	Name: 	Yuanhong Zhang
	 	 	Title: 	Director
	 	 
	 	Address:
	 	 
	 	Vistra Corporate Services Centre, Wickhams Cay II,

 Road Town, Tortola, VG 1110,  British Virgin Islands
	 	 
	 	NUMBER OF Lock-up Shares:
	 	 
	 	215



 




     


     


    

 


IN WITNESS WHEREOF, the parties
hereto have caused this Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.


 


	 	NEW HONEST GROUP CO., LTD
	 	 
	 	By:	 
	 	 	Name: 	Guohua Zhang
	 	 	Title: 	Director
	 	 
	 	Address:
	 	 
	 	Vistra Corporate Services Centre, Wickhams Cay II,

 Road Town, Tortola, VG 1110,  British Virgin Islands
	 	 
	 	NUMBER OF Lock-up Shares:
	 	 
	 	3,485



 




     


     


    

 


IN WITNESS WHEREOF, the parties
hereto have caused this Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.


 


	 	NINE TEN INTERNATIONAL CO., LTD
	 	 
	 	By:	 
	 	 	Name:	Mei Zhang
	 	 	Title:	Director
	 	 
	 	Address:
	 	 
	 	Vistra Corporate Services Centre, Wickhams Cay II,
 Road Town, Tortola, VG 1110,  British Virgin Islands
	 	 
	 	NUMBER OF Lock-up Shares:
	 	 
	 	75




 




     


     


    

 


IN WITNESS WHEREOF, the parties
hereto have caused this Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.


 


	 	YUNQI LIMITED
	 	 
	 	By:	 
	 	 	Name: 	Ran Li
	 	 	Title: 	Director
	 	 
	 	Address:
	 	 
	 	Vistra Corporate Services Centre, Wickhams Cay II,

 Road Town, Tortola, VG 1110,  British Virgin Islands
	 	 
	 	NUMBER OF Lock-up Shares:
	 	 
	 	350



 




     


     


    

 


IN WITNESS WHEREOF, the parties
hereto have caused this Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.


 


	 	TAIYUAN GROUP CO., LTD
	 	 
	 	By:	 
	 	 	Name: 	Guohua Zhang
	 	 	Title: 	Director
	 	 
	 	Address:
	 	 
	 	Vistra Corporate Services Centre, Wickhams Cay II,

 Road Town, Tortola, VG 1110,  British Virgin Islands
	 	 
	 	NUMBER OF Lock-up Shares:
	 	 
	 	10,000



 




     


     


    

 


IN WITNESS WHEREOF, the parties
hereto have caused this Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.


 


	 	TAIYANG GROUP CO., LTD
	 	 
	 	By:	 
	 	 	Name: 	Qingxiang Cui
	 	 	Title: 	Director
	 	 
	 	Address:
	 	 
	 	Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, VG 1110,  British Virgin Islands
	 	 
	 	NUMBER OF Lock-up Shares:
	 	 
	 	5,000



 




     


     


    

 


IN WITNESS WHEREOF, the parties
hereto have caused this Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.


 


	 	IDEAL VICTORY HOLDINGS LIMITED
	 	 
	 	By:	 
	 	 	Name: 	Aiping Zhang
	 	 	Title: 	Director
	 	 
	 	Address:
	 	 
	 	Vistra Corporate Services Centre, Wickhams Cay II,

 Road Town, Tortola, VG 1110,  British Virgin Islands
	 	 
	 	NUMBER OF Lock-up Shares:
	 	 
	 	1,250



 




     


     


    

 


IN WITNESS WHEREOF, the parties
hereto have caused this Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.


 


	 	BROOKADE HOLDINGS LIMITED
	 	 
	 	By:	 
	 	 	Name: 	Zheng Ge
	 	 	Title:	 Director
	 	 
	 	Address:
	 	 
	 	Vistra Corporate Services Centre, Wickhams Cay II, 

Road Town, Tortola, VG 1110,  British Virgin Islands
	 	 
	 	NUMBER OF Lock-up Shares:
	 	 
	 	275



 




     


     


    

 


IN WITNESS WHEREOF, the parties
hereto have caused this Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.


 


	 	SPEED WEALTHY LTD.
	 	 
	 	By:	 
	 	 	Name: 	Dong Zhang
	 	 	Title:	 Director
	 	 
	 	Address:
	 	 
	 	Akara Bldg., 24 De Castro Street, Wickhams Cay 1,

 Road Town, Tortola, British Virgin Islands
	 	 
	 	NUMBER OF Lock-up Shares:
	 	 
	 	5,000



 




     


     


    

 


IN WITNESS WHEREOF, the parties
hereto have caused this Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.


 


	 	SOUTH PACIFIC GYRE INVESTMENT LTD.
	 	 
	 	By:	 
	 	 	Name: 	Min Gan
	 	 	Title: 	Director
	 	 
	 	Address:
	 	 
	 	Unit 8, 3/F., Qwomar Trading Complex, Blackburne

 Road, Port Purcell, Road Town, Tortola, British

 Virgin Islands
	 	 
	 	NUMBER OF Lock-up Shares:
	 	 
	 	1,950