Exhibit 10.4


 


Execution Version


 


AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT


 


THIS AMENDED AND RESTATED
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of April 5, 2022, is made and entered into by and
among Caravelle International Group, a Cayman Islands exempted company (the “Company”), Caravelle Group Co.,
Ltd., a Cayman Islands exempted company (“Caravelle”), Pacifico Acquisition Corp., a Delaware corporation (the
“SPAC”), Pacifico Capital LLC, a Delaware limited liability company (the “Sponsor”)
and each of the other undersigned parties listed as Existing Holders on the signature pages hereto (each such party, together with the
Sponsor and any person or entity deemed an “Existing Holder” who hereafter becomes a party to this Agreement pursuant to Section
5.2 of this Agreement, an “Existing Holder” and, collectively, the “Existing Holders”)
and the undersigned parties listed as New Holders on the signature pages hereto (each such party, together with any person or entity deemed
a “New Holder” who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement,
a “New Holder” and collectively the “New Holders”). Existing Holders, collectively
with New Holders, are referred to herein as “Holders.” Capitalized terms used but not otherwise defined in this
Agreement shall have the meaning ascribed to such terms in the Merger Agreement (as defined below).


 


RECITALS


 


WHEREAS, on September
13, 2021, the SPAC, the Sponsor, Chardan Capital Markets, LLC (“Chardan”) and certain other parties thereto
entered into that certain Registration Rights Agreement (the “Existing Registration Rights Agreement”), pursuant
to which the SPAC granted the Existing Holders certain registration rights with respect to certain securities of the Company;


 


WHEREAS, the Company,
SPAC, Pacifico International Group, a Cayman Islands exempted company and a wholly-owned subsidiary of the Company (“Merger
Sub 1”), Pacifico Merger Sub 2 Inc., a Delaware corporation and a wholly-owned subsidiary of the Company (“Merger
Sub 2”) and Caravelle, have entered into an Agreement and Plan of Merger (as the same may be amended, restated or supplemented,
the “Merger Agreement”) pursuant to which, among other things, Merger Sub 1 will merge with and into Caravelle,
with Caravelle continuing as the surviving entity and a wholly-owned subsidiary of the Company (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 the Company
(the “SPAC Merger” and together with the Initial Merger, the “Transactions” or “Mergers,”
or “Merger” as applicable);


 


WHEREAS, in connection
with the Initial Merger contemplated by the Merger Agreement and subject to the terms and conditions set forth therein, the Existing Holders
and New Holders shall be issued ordinary shares, par value $0.0001 per share, of the Company (“Ordinary Shares”),
in each case, in such amounts and subject to such terms and conditions as set forth in the Merger Agreement;


 


WHEREAS, in connection
with the SPAC Merger contemplated by the Merger Agreement and subject to the terms and conditions set forth therein, the holders of SPAC
Common Stock (as defined below) shall be issued Ordinary Shares, in each case, in such amounts and subject to such terms and conditions
as set forth in the Merger Agreement;


 


WHEREAS, pursuant to
Section 6.7 of the Existing Registration Rights Agreement, no amendment, modification or termination of the Existing Registration Rights
Agreement shall be binding upon any party unless executed in writing by such party;


  


WHEREAS, in connection
with the Mergers, the SPAC, Sponsor and the other parties to the Existing Registration Rights Agreement desire to amend and restate the
Existing Registration Rights Agreement in order to provide the Existing Holders and the New Holders certain registration rights with respect
to certain securities of the Company, as set forth in this Agreement.


 






     


     


    

 



NOW, THEREFORE,
in consideration of the representations, covenants and agreements contained herein, and certain other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:




 


ARTICLE I


DEFINITIONS


 


1.1 Definitions.
The terms defined in this Article I shall, for all purposes of this Agreement, have the respective meanings
set forth below: 


 


“Adverse Disclosure”
shall mean any public disclosure of material non-public information, which disclosure, in the good faith judgment of the Chief Executive
Officer or 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 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, and (iii) the Company has a bona fide business
purpose for not making such information public.


 


“Agreement”
shall have the meaning given in the Preamble.


 


“Board”
shall mean the Board of Directors of the Company.


  


“Business Combination”
shall mean any merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination
with one or more businesses, involving the SPAC. 


 


“Commission”
shall mean the United States Securities and Exchange Commission.


 


“Common Stock”
shall mean common stock of SPAC, par value $0.0001 per share.


 


“Company”
shall have the meaning given in the Preamble.


 


“Demand Registration”
shall have the meaning given in subsection 2.1.1.


 


“Demanding Holder”
shall have the meaning given in subsection 2.1.1.


 


“Exchange Act”
shall mean the Securities Exchange Act of 1934, as it may be amended from time to time.


 


“Existing Holders”
shall have the meaning given in the Preamble.


 


“Form F-1”
shall have the meaning given in subsection 2.1.1.


 


“Form F-3”
shall have the meaning given in section 2.3.


 


“Founder Shares”
shall mean 1,437,500 shares of the SPAC’s Common Stock initially purchased by the Sponsor and other initial stockholders. The term
“Founder Shares” shall be deemed to include the shares of Common Stock issuable upon conversion thereof.


  


“Founder Shares Lock-up Period”
shall mean, with respect to 50% of the Founder Shares, the period ending on the earlier of six months after the consummation of the SPAC’s
Business Combination and the date on which the closing price of the shares equals or exceeds $12.50 per share (as adjusted for stock splits,
stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing after
a Business Combination and, with respect to the remaining 50% of the Founder Shares, until the six months after the consummation of a
Business Combination, or earlier, in either case, if, subsequent to a Business Combination, the SPAC completes a liquidation, merger,
stock exchange or other similar transaction which results in all of the SPAC’s stockholders having the right to exchange their shares
of common stock for cash, securities or other property. .


 


“Holders”
shall have the meaning given in the Preamble.


  






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“Insider Letter”
shall mean that certain letter agreement, dated as of September 13, 2021, by and among the SPAC, the Sponsor, each of the SPAC’s
officers and directors and certain other parties thereto.


 


“Maximum Number of Securities”
shall have the meaning given in subsection 2.1.4.


 


“Misstatement”
shall mean an untrue statement of a material fact or an omission to state a material fact required to be stated in a Registration Statement
or Prospectus, or necessary to make the statements in a Registration Statement or Prospectus (in the light of the circumstances under
which they were made) not misleading.


 


“New Holder Lock-up
Period” shall mean, with respect to the Ordinary Shares issued to the New Holders at or in connection with Closing which
constitute the Merger Consideration Shares, the period ending one hundred eighty (180) days after the Closing Date of the Mergers.


 


“New Holders”
shall have the meaning given in the Preamble.


 


 Ordinary Shares”
shall have the meaning given in the Recitals hereto.


 


“Permitted Transferees”
shall mean (i) any person or entity to whom a Holder of Registrable Securities is permitted to transfer such Registrable Securities prior
to the expiration of the Founder Shares Lock-up Period, the New Holder Lock-up Period or Private Placement Lock-up Period, as the case
may be, under the Insider Letter, the Private Placement Units Subscription Agreements, this Agreement, the SPAC Amended and Restated Bylaws
and any other applicable agreement between such Holder and the Company, and to any transferee thereafter and (b) with respect to a New
Holder, any of such New Holder’s Affiliates or any fund or investment account managed by such New Holder or the same management
company that manages such New Holder; provided, that such transferee to which a transfer is being made pursuant to clause (a) or (b) above,
if not a Holder, enters into a written agreement with the Company agreeing to be bound to the restrictions set forth herein.


 


“Piggyback Registration”
shall have the meaning given in subsection 2.2.1.


 


“Private Placement Lock-up Period”
shall mean, with respect to Private Placement Units that are held by the initial purchasers of such Private Placement Units or their Permitted
Transferees, and any of the Common Stock issued or issuable upon the exercise or conversion of the Private Placement Units and that are
held by the initial purchasers of the Private Placement Units or their Permitted Transferees, the period ending 30 days after the completion
of the SPAC’s initial Business Combination.


  


“Private Placement
Units” shall mean 307,500 private units that the Sponsor and Chardan purchased, at a price of $10.00 per unit pursuant to
the Private Placement Units Subscription Agreements (as defined below)


 


“Private Placement
Units Subscription Agreements” shall mean the Subscription Agreement entered by the SPAC and the Sponsor and the Subscription
Agreement entered by the SPAC and Chardan for the Private Placement Units dated September 13, 2021.


 


“Pro Rata”
shall have the meaning given in subsection 2.1.4.


 


“Prospectus”
shall mean the prospectus included in any Registration Statement, as supplemented by any and all prospectus supplements and as amended
by any and all post-effective amendments and including all material incorporated by reference in such prospectus.


 


“Registrable Security”
shall mean (a) the Founder Shares and the Ordinary Shares issued or issuable upon the conversion of any Founder Shares, (b) the
Private Placement Units (and underlying shares of the Common Stock or the Ordinary Shares, as applicable), (c) any outstanding Ordinary
Shares or any other equity security (including the Ordinary Shares issued or issuable upon the exercise or conversion of any other equity
security) of the Company held by a Holder immediately following the Closing (including, for avoidance of doubt, all Ordinary Shares to
be issued to the New Holders and the Existing Holders at the Merger Effective Time pursuant to the Merger Agreement), and (d) any other
equity security of the Company issued or issuable with respect to any of the securities described in the foregoing clauses (a) –
(c) by way of a stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation or
reorganization; provided, however, that, as to any particular Registrable Security, such security shall cease
to be a Registrable Security when: (A) a Registration Statement with respect to the sale of such security shall have become effective
under the Securities Act and such security shall have been sold, transferred, disposed of or exchanged in accordance with such Registration
Statement; (B) such security shall have been otherwise transferred, a new certificate for such security not bearing a legend restricting
further transfer shall have been delivered by the Company and subsequent public distribution of such security shall not require registration
under the Securities Act; (C) such security shall have ceased to be outstanding; (D) such securities may be sold without registration
pursuant to Rule 144 promulgated under the Securities Act (or any successor rule promulgated thereafter by the Commission) (but
with no volume or other restrictions or limitations); or (E) such securities have been sold to, or through, a broker, dealer or underwriter
in a public distribution or other public securities transaction.


 






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“Registration”
shall mean a registration effected by preparing and filing a registration statement or similar document in compliance with the requirements
of the Securities Act, and the applicable rules and regulations promulgated thereunder, and such registration statement becoming
effective.


  


“Registration Expenses”
shall mean the out-of-pocket expenses of a Registration, including, without limitation, the following:


 


(A) all registration
and filing fees (including fees with respect to filings required to be made with the Financial Industry Regulatory Authority, Inc.) and
any securities exchange on which the Ordinary Shares are then listed;


 


(B) fees and expenses
of compliance with securities or blue sky laws (including reasonable fees and disbursements of counsel for the Underwriters in connection
with blue sky qualifications of Registrable Securities);


 


(C) printing, messenger,
telephone and delivery expenses;


 


(D) reasonable fees and
disbursements of counsel for the Company;


 


(E) reasonable fees and
disbursements of all independent registered public accountants of the Company incurred specifically in connection with such Registration;
and


 


(F) reasonable fees and
expenses of one (1) legal counsel selected by the majority-in-interest of the Demanding Holders initiating a Demand Registration
to be registered for offer and sale in the applicable Registration.


 


“Registration Statement”
shall mean any registration statement filed by the Company with the Commission in compliance with the Securities Act and the rules and
regulations promulgated thereunder (other than a Registration Statement on Form S-4/F-4 or Form S-8, or their successors), which registration
statement covers the Registrable Securities pursuant to the provisions of this Agreement, including the Prospectus included in such registration
statement, amendments (including post-effective amendments) and supplements to such registration statement, and all exhibits to and all
material incorporated by reference in such registration statement.


 


“Requesting Holder”
shall have the meaning given in subsection 2.1.1. 


 


“Securities Act”
shall mean the Securities Act of 1933, as amended from time to time.


 


“Sponsor”
shall have the meaning given in the Recitals hereto.


  


“Underwriter”
shall mean a securities dealer who purchases any Registrable Securities as principal in an Underwritten Offering and not as part of such
dealer’s market-making activities.


 


“Underwritten Registration”
or “Underwritten Offering” shall mean a Registration in which securities of the Company are
sold to an Underwriter in a firm commitment underwriting for distribution to the public.


 



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ARTICLE II


REGISTRATIONS


 


2.1 Demand Registration.


 


2.1.1 Request for
Registration. Subject to the provisions of subsection 2.1.4 and Section 2.4 hereof, at any time and from time
to time on or after the date the SPAC consummates a Business Combination, either (i) the holders of a majority-in-interest of the Registrable
Securities held by the Existing Holders, their affiliates and transferees, or (ii) the holders of a majority-in-interest of the Registrable
Securities held by the New Holders, their affiliates and transferees (the “Demanding Holders”)
may make a written demand for Registration of all or part of their Registrable Securities, which written demand shall describe the amount
and type of securities to be included in such Registration and the intended method(s) of distribution thereof (such written demand
a “Demand Registration”). The Company shall, within ten (10) days of the Company’s
receipt of the Demand Registration, notify, in writing, all other Holders of Registrable Securities of such demand, and each Holder of
Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration
pursuant to a Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such
Registration, a “Requesting Holder”) shall so notify the Company, in writing, within five
(5) days after the receipt by the Holder of the notice from the Company. Upon receipt by the Company of any such written notification
from a Requesting Holder(s), such Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration
pursuant to a Demand Registration and the Company shall file , as soon thereafter as practicable, but not more than forty five (45) days
immediately after the Company’s receipt of the Demand Registration, the Registration of all Registrable Securities requested by
the Demanding Holders and Requesting Holders pursuant to such Demand Registration. Under no circumstances shall the Company be obligated
to file more than an aggregate of three (3) Registrations pursuant to a Demand Registration under this subsection 2.1.1 with
respect to any or all Registrable Securities; provided, however, that a Registration shall not be counted for
such purposes unless a Form F-1 or any similar long-form registration statement that may be available at such time (“Form F-1”)
has become effective and all of the Registrable Securities requested by the Requesting Holders to be registered on behalf of the Requesting
Holders in such Form F-1 Registration have been sold, in accordance with Section 3.1 of this Agreement. For the
avoidance of doubt, (a) the holders of a majority in interest of the Registrable Securities held by the Existing Holders are permitted
to exercise one (1)Demand Registration pursuant to this Section 2.1.1
with respect to their respective Registrable Securities, and (b) the holders of a majority in interest of the Registrable Securities held
by the New Holders are permitted to exercise two Demand Registrations pursuant to this Section 2.1.1 with respect to their respective
Registrable Securities.


 


2.1.2 Effective
Registration. Notwithstanding the provisions of subsection 2.1.1 above or any other part of this Agreement, a Registration
pursuant to a Demand Registration shall not count as a Registration unless and until (i) the Registration Statement filed with the
Commission with respect to a Registration pursuant to the Demand Registration has been declared effective by the Commission and (ii) the
Company has complied with all of its obligations under this Agreement with respect thereto; provided, further,
that if, after such Registration Statement has been declared effective, an offering of Registrable Securities in a Registration pursuant
to a Demand Registration is interfered with by any stop order or injunction of the Commission, federal or state court or any other governmental
agency, the Registration Statement with respect to such Demand Registration shall be deemed not to have been declared effective, unless
and until, (i) such stop order or injunction is removed, rescinded or otherwise terminated, and (ii) a majority-in-interest
of the Demanding Holders initiating such Demand Registration thereafter affirmatively elect to continue with such Registration and accordingly
notify the Company in writing, but in no event later than five (5) days, of such election; and provided, further,
that the Company shall not be obligated or required to file another Registration Statement until the Registration Statement that has been
previously filed with respect to a Registration pursuant to a Demand Registration becomes effective or is subsequently terminated. 


 


2.1.3 Underwritten
Offering. Subject to the provisions of subsection 2.1.4 and Section 2.4 hereof, if a majority-in-interest
of the Demanding Holders so advise the Company as part of their Demand Registration that the offering of the Registrable Securities pursuant
to such Demand Registration shall be in the form of an Underwritten Offering, then the right of such Demanding Holder or Requesting Holder
(if any) to include its Registrable Securities in such Registration shall be conditioned upon such Holder’s participation in such
Underwritten Offering and the inclusion of such Holder’s Registrable Securities in such Underwritten Offering to the extent provided
herein. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this subsection
2.1.3 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten
Offering by the majority-in-interest of the Demanding Holders initiating the Demand Registration.


 






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2.1.4 Reduction
of Underwritten Offering. If the managing Underwriter or Underwriters in an Underwritten Registration pursuant to a Demand Registration,
in good faith, advises the Company, the Demanding Holders and the Requesting Holders (if any) in writing that the dollar amount or number
of Registrable Securities that the Demanding Holders and the Requesting Holders (if any) desire to sell, taken together with all other
Ordinary Shares or other equity securities that the Company desires to sell and the Ordinary Shares, if any, as to which a Registration
has been requested pursuant to separate written contractual piggy-back registration rights held by any other shareholders of the Company
who desire to sell, exceeds the maximum dollar amount or maximum number of equity securities that can be sold in the Underwritten Offering
without adversely affecting the proposed offering price, the timing, the distribution method, or the probability of success of the Underwritten
Offering (such maximum dollar amount or maximum number of such securities, as applicable, the “Maximum Number of Securities”),
then the Company shall include in such Underwritten Offering, as follows: (i) first, the Registrable Securities of the Demanding
Holders and the Requesting Holders (if any) (pro rata based on the respective number of Registrable Securities that each Demanding Holder
and Requesting Holder (if any) has requested be included in such Underwritten Registration and the aggregate number of Registrable Securities
that the Demanding Holders and Requesting Holders have requested be included in such Underwritten Registration (such proportion is referred
to herein as “Pro Rata”)) that can be sold without exceeding the Maximum Number of Securities;
(ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), the Registrable
Securities of Holders (Pro Rata, based on the respective number of Registrable Securities that each Holder has so requested) exercising
their rights to register their Registrable Securities pursuant to subsection 2.2.1 hereof, without exceeding the
Maximum Number of Securities; (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing
clauses (i) and (ii), the Ordinary Shares or other equity securities that the Company desires to sell, which can be sold without
exceeding the Maximum Number of Securities; and (iv) fourth, to the extent that the Maximum Number of Securities has not been reached
under the foregoing clauses (i), (ii) and (iii), the Ordinary Shares or other equity securities of other persons or entities that
the Company is obligated to register in a Registration pursuant to separate written contractual arrangements with such persons and that
can be sold without exceeding the Maximum Number of Securities.


 


2.1.5 Demand Registration
Withdrawal. A majority-in-interest of the Demanding Holders initiating a Demand Registration or a majority-in-interest of the Requesting
Holders (if any), pursuant to a Registration under subsection 2.1.1 shall have the right to withdraw from a Registration
pursuant to such Demand Registration for any or no reason whatsoever upon written notification to the Company and the Underwriter or Underwriters
(if any) of their intention to withdraw from such Registration prior to the effectiveness of the Registration Statement filed with the
Commission with respect to the Registration of their Registrable Securities pursuant to such Demand Registration. Notwithstanding anything
to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Registration
pursuant to a Demand Registration prior to its withdrawal under this subsection 2.1.5. 


 


2.2 Piggyback Registration.


 


2.2.1 Piggyback
Rights. If, at any time on or after the date the SPAC consummates a Business Combination, the Company proposes to file a Registration
Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or
exchangeable for, or convertible into, equity securities, for its own account or for the account of shareholders of the Company (or by
the Company and by the shareholders of the Company including, without limitation, pursuant to Section 2.1 hereof),
other than a Registration Statement (i) filed in connection with any employee stock option or other benefit plan, (ii) for an
exchange offer or offering of securities solely to the Company’s existing shareholders, (iii) for an offering of debt that
is convertible into equity securities of the Company or (iv) for a dividend reinvestment plan, then the Company shall give written
notice of such proposed filing to all of the Holders of Registrable Securities as soon as practicable but not less than ten (10) days
before the anticipated filing date of such Registration Statement, which notice shall (A) describe the amount and type of securities
to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters,
if any, in such offering, and (B) offer to all of the Holders of Registrable Securities the opportunity to register the sale of such
number of Registrable Securities as such Holders may request in writing within five (5) days after receipt of such written notice
(such Registration a “Piggyback Registration”). The Company shall, in good faith, cause such
Registrable Securities to be included in such Piggyback Registration and shall use its commercially reasonable efforts to cause the managing
Underwriter or Underwriters of a proposed Underwritten Offering to permit the Registrable Securities requested by the Holders pursuant
to this subsection 2.2.1 to be included in such Piggyback Registration on the same terms and conditions as any similar
securities of the Company included in such Piggyback Registration and to permit the sale or other disposition of such Registrable Securities
in accordance with the intended method(s) of distribution thereof. All such Holders proposing to distribute their Registrable Securities
through an Underwritten Offering under this subsection 2.2.1 shall enter into an underwriting agreement in customary
form with the Underwriter(s) selected for such Underwritten Offering by the Company.


 






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2.2.2 Reduction
of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Registration that is to be a Piggyback Registration,
in good faith, advises the Company and the Holders of Registrable Securities participating in the Piggyback Registration in writing that
the dollar amount or number of the securities that the Company desires to sell, taken together with (i) the Ordinary Shares or other
equity securities, if any, as to which Registration has been demanded pursuant to separate written contractual arrangements with persons
or entities other than the Holders of Registrable Securities hereunder, (ii) the Registrable Securities as to which registration
has been requested pursuant to Section 2.2 hereof, and (iii) the Ordinary Shares or other equity securities,
if any, as to which Registration has been requested pursuant to separate written contractual piggy-back registration rights of other stockholders
of the Company, exceeds the Maximum Number of Securities, then:


 


(a) If the Registration
is undertaken for the Company’s account, the Company shall include in any such Registration (A) first, the Ordinary Shares
or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; (B) second,
to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of
Holders exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1 hereof, Pro Rata,
which can be sold without exceeding the Maximum Number of Securities; and (C) third, to the extent that the Maximum Number of Securities
has not been reached under the foregoing clauses (A) and (B), the Ordinary Shares, if any, as to which Registration has been requested
pursuant to written contractual piggy-back registration rights of other stockholders of the Company, which can be sold without exceeding
the Maximum Number of Securities;


 


(b) If the Registration
is pursuant to a request by persons or entities other than the Holders of Registrable Securities, then the Company shall include in any
such Registration (A) first, the Ordinary Shares or other equity securities, if any, of such requesting persons or entities, other
than the Holders of Registrable Securities, which can be sold without exceeding the Maximum Number of Securities; (B) second, to
the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders
exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1, pro rata based on the
number of Registrable Securities that each Holder has requested be included in such Underwritten Registration and the aggregate number
of Registrable Securities that the Holders have requested to be included in such Underwritten Registration, which can be sold without
exceeding the Maximum Number of Securities; (C) third, to the extent that the Maximum Number of Securities has not been reached under
the foregoing clauses (A) and (B), the Ordinary Shares or other equity securities that the Company desires to sell, which can be
sold without exceeding the Maximum Number of Securities; and (D) fourth, to the extent that the Maximum Number of Securities has
not been reached under the foregoing clauses (A), (B) and (C), the Ordinary Shares or other equity securities for the account of
other persons or entities that the Company is obligated to register pursuant to separate written contractual arrangements with such persons
or entities, which can be sold without exceeding the Maximum Number of Securities.


  


2.2.3 Piggyback
Registration Withdrawal. Any Holder of Registrable Securities shall have the right to withdraw from a Piggyback Registration for any
or no reason whatsoever upon written notification to the Company and the Underwriter or Underwriters (if any) of his, her or its intention
to withdraw from such Piggyback Registration prior to the effectiveness of the Registration Statement filed with the Commission with respect
to such Piggyback Registration. The Company (whether on its own good faith determination or as the result of a request for withdrawal
by persons pursuant to separate written contractual obligations) may withdraw a Registration Statement filed with the Commission in connection
with a Piggyback Registration at any time prior to the effectiveness of such Registration Statement. Notwithstanding anything to the contrary
in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with the Piggyback Registration
prior to its withdrawal under this subsection 2.2.3.


 






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2.2.4 Unlimited
Piggyback Registration Rights. For purposes of clarity, any Registration effected pursuant to Section 2.2 hereof
shall not be counted as a Registration pursuant to a Demand Registration effected under Section 2.1 hereof.


 


2.3 Registrations
on Form F-3. Any Holder of Registrable Securities may at any time, and from time to time, request in writing that the Company,
pursuant to Rule 415 under the Securities Act (or any successor rule promulgated thereafter by the Commission), register the
resale of any or all of their Registrable Securities on Form F-3 or any similar short form registration statement that may be available
at such time (“Form F-3”); provided, however, that the Company shall not be obligated
to effect such request through an Underwritten Offering. Within five (5) days of the Company’s receipt of a written request
from a Holder or Holders of Registrable Securities for a Registration on Form F-3, the Company shall promptly give written notice
of the proposed Registration on Form F-3 to all other Holders of Registrable Securities, and each Holder of Registrable Securities
who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in such Registration on Form F-3
shall so notify the Company, in writing, within ten (10) days after the receipt by the Holder of the notice from the Company. As
soon as practicable thereafter, but not more than thirty (30) days after the Company’s initial receipt of such written request
for a Registration on Form F-3, the Company shall register all or such portion of such Holder’s Registrable Securities as are
specified in such written request, together with all or such portion of Registrable Securities of any other Holder or Holders joining
in such request as are specified in the written notification given by such Holder or Holders; provided, however,
that the Company shall not be obligated to effect any such Registration pursuant to Section 2.3 hereof if (i) a
Form F-3 is not available for such offering; or (ii) the Holders of Registrable Securities, together with the Holders of any
other equity securities of the Company entitled to inclusion in such Registration, propose to sell the Registrable Securities and such
other equity securities (if any) at any aggregate price to the public of less than $10,000,000.


 


2.4 Restrictions on
Registration Rights. If (A) during the period starting with the date sixty (60) days prior to the Company’s good faith
estimate of the date of the filing of, and ending on a date one hundred and twenty (120) days after the effective date of, a Company
initiated Registration and provided that the Company has delivered written notice to the Holders prior to receipt of a Demand Registration
pursuant to subsection 2.1.1 and it continues to actively employ, in good faith, all reasonable efforts to cause the
applicable Registration Statement to become effective; (B) the Holders have requested an Underwritten Registration and the Company
and the Holders are unable to obtain the commitment of underwriters to firmly underwrite the offer; or (C) in the good faith judgment
of the Board such Registration would be seriously detrimental to the Company and the Board concludes as a result that it is essential
to defer the filing of such Registration Statement at such time, then in each case the Company shall furnish to such Holders a certificate
signed by the Chairman of the Board stating that in the good faith judgment of the Board it would be seriously detrimental to the Company
for such Registration Statement to be filed in the near future and that it is therefore essential to defer the filing of such Registration
Statement. In such event, the Company shall have the right to defer such filing for a period of not more than thirty (30) days; provided, however,
that the Company shall not defer its obligation in this manner more than once in any 12-month period.





 






    8


     


    

  


ARTICLE III


COMPANY PROCEDURES


 


3.1 General Procedures.
If at any time on or after the date the SPAC consummates a Business Combination the Company is required to effect the Registration of
Registrable Securities, the Company shall use its commercially reasonable efforts to effect such Registration to permit the sale of such
Registrable Securities in accordance with the intended plan of distribution thereof, and pursuant thereto the Company shall, as soon as
reasonably practicable :


 


3.1.1 prepare and file with
the Commission as soon as practicable a Registration Statement with respect to such Registrable Securities and use its commercially reasonable
efforts to cause such Registration Statement to become effective and remain effective until all Registrable Securities covered by such
Registration Statement have been sold;


 


3.1.2 prepare and file with
the Commission such amendments and post-effective amendments to the Registration Statement, and such supplements to the Prospectus, as
may be reasonably requested by the majority-in-interest of the Holder or any Underwriter of Registrable Securities or as may be required
by the rules, regulations or instructions applicable to the registration form used by the Company or by the Securities Act or rules and
regulations thereunder to keep the Registration Statement effective until all Registrable Securities covered by such Registration Statement
are sold in accordance with the intended plan of distribution set forth in such Registration Statement or supplement to the Prospectus;


 


3.1.3 prior to filing a
Registration Statement or prospectus, or any amendment or supplement thereto, furnish without charge to the Underwriters, if any, and
each Holder of Registrable Securities included in such Registration, and each such Holder’s legal counsel, copies of such Registration
Statement as proposed to be filed, each amendment and supplement to such Registration Statement (in each case including all exhibits thereto
and documents incorporated by reference therein), the Prospectus included in such Registration Statement (including each preliminary Prospectus),
and such other documents as the Underwriters and each Holder of Registrable Securities included in such Registration or the legal counsel
for any such Holders may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such Holders;


 


3.1.4 prior to any public
offering of Registrable Securities, use its commercially reasonable efforts to (i) register or qualify the Registrable Securities
covered by the Registration Statement under such securities or “blue sky” laws of such jurisdictions in the United States
as any Holder of Registrable Securities included in such Registration Statement (in light of their intended plan of distribution) may
request and (ii) take such action necessary to cause such Registrable Securities covered by the Registration Statement to be registered
with or approved by such other governmental authorities as may be necessary by virtue of the business and operations of the Company and
do any and all other acts and things that may be necessary or advisable to enable the Holders of Registrable Securities included in such
Registration Statement to consummate the disposition of such Registrable Securities in such jurisdictions; provided, however,
that the Company shall not be required to qualify generally to do business in any jurisdiction where it would not otherwise be required
to qualify or take any action to which it would be subject to general service of process or taxation in any such jurisdiction where it
is not then otherwise so subject;


 


3.1.5 cause all such Registrable
Securities to be listed on each securities exchange or automated quotation system on which similar securities issued by the Company are
then listed;


 


3.1.6 provide a transfer
agent or warrant agent, as applicable, and registrar for all such Registrable Securities no later than the effective date of such Registration
Statement;


  


3.1.7 advise each seller
of such Registrable Securities, promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order
by the Commission suspending the effectiveness of such Registration Statement or the initiation or threatening of any proceeding for such
purpose and promptly use its commercially reasonable efforts to prevent the issuance of any stop order or to obtain its withdrawal if
such stop order should be issued;


 


3.1.8 at least three (3) days
prior to the filing of any Registration Statement or Prospectus or any amendment or supplement to such Registration Statement or Prospectus
or any document that is to be incorporated by reference into such Registration Statement or Prospectus, furnish a copy thereof to each
seller of such Registrable Securities and its counsel, including, without limitation, providing copies promptly upon receipt of any comment
letters received with respect to any such Registration Statement or Prospectus; 


 


3.1.9 notify the Holders
at any time when a Prospectus relating to such Registration Statement is required to be delivered under the Securities Act, of the happening
of any event as a result of which the Prospectus included in such Registration Statement, as then in effect, includes a Misstatement,
and then to correct such Misstatement as set forth in Section 3.4 hereof;


 






    9


     


    

 


3.1.10 to the extent customary
for a transaction of its type, permit a representative of the Holders (such representative to be selected by a majority of the participating
Holders), the Underwriters, if any, and any attorney or accountant retained by such Holders or Underwriter to participate, at each such
person’s own expense, in the preparation of the Registration Statement, and cause the Company’s officers, directors and employees
to supply all information reasonably requested by any such representative, Underwriter, attorney or accountant in connection with the
Registration; provided, however, that such representatives or Underwriters enter into a confidentiality agreement,
in form and substance reasonably satisfactory to the Company, prior to the release or disclosure of any such information; and provided
further, the Company may not include the name of any Holder or Underwriter or any information regarding any Holder or Underwriter
in any Registration Statement or Prospectus, any amendment or supplement to such Registration Statement or Prospectus, any document that
is to be incorporated by reference into such Registration Statement or Prospectus, or any response to any comment letter, without the
prior written consent of such Holder or Underwriter and providing each such Holder or Underwriter a reasonable amount of time to review
and comment on such applicable document, which comments the Company shall include unless contrary to applicable law;


 


3.1.11 obtain a “cold
comfort” letter from the Company’s independent registered public accountants in the event of an Underwritten Registration
which the participating Holders may rely on, in customary form and covering such matters of the type customarily covered by “cold
comfort” letters as the managing Underwriter may reasonably request, and reasonably satisfactory to a majority-in-interest of the
participating Holders;


 


3.1.12 on the date the Registrable
Securities are delivered for sale pursuant to such Registration, to the extent customary for a transaction of its type, obtain an opinion,
dated such date, of counsel representing the Company for the purposes of such Registration, addressed to the participating Holders, the
placement agent or sales agent, if any, and the Underwriters, if any, covering such legal matters with respect to the Registration in
respect of which such opinion is being given as the participating Holders, placement agent, sales agent, or Underwriter may reasonably
request and as are customarily included in such opinions and negative assurance letters, and reasonably satisfactory to a majority in
interest of the participating Holders;


 


3.1.13 in the event of any
Underwritten Offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing
Underwriter of such offering;


 


3.1.14 make available to
its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve (12) months
beginning with the first day of the Company’s first full calendar quarter after the effective date of the Registration Statement
which satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any successor
rule promulgated thereafter by the Commission);


  


3.1.15 if the Registration
involves the Registration of Registrable Securities involving gross proceeds in excess of $50,000,000, use its reasonable efforts to make
available senior executives of the Company to participate in customary “road show” presentations that may be reasonably requested
by the Underwriter in any Underwritten Offering; and


 


3.1.16 otherwise, in good
faith, cooperate reasonably with, and take such customary actions as may reasonably be requested by the participating Holders, consistent
with the terms of this Agreement, in connection with such Registration.


 


Notwithstanding the forgoing, the Company shall
not be required to provide any documents or information to an Underwriter, sales agent or placement agent if such Underwriter, sales agent
or placement agent has not then been named with respect to the applicable Underwritten Offering or other offering involving a Registration
as an Underwriter, sales agent or placement agent, as applicable.


 


3.2 Registration Expenses.
The Registration Expenses of all Registrations shall be borne by the Company. It is acknowledged by the Holders that the Holders shall
bear all incremental selling expenses relating to the sale of Registrable Securities, such as Underwriters’ commissions and discounts,
brokerage fees, Underwriter marketing costs and, other than as set forth in the definition of “Registration Expenses,” all
reasonable fees and expenses of any legal counsel representing the Holders.


 






    10


     


    

 


3.3 Requirements for
Participation in Underwritten Offerings. No person may participate in any Underwritten Offering for equity securities of the Company
pursuant to a Registration initiated by the Company hereunder unless such person (i) agrees to sell such person’s securities
on the basis provided in any underwriting arrangements approved by the Company and (ii) completes and executes all customary questionnaires,
powers of attorney, indemnities, lock-up agreements, underwriting agreements and other customary documents as may be reasonably required
under the terms of such underwriting arrangements. 


 


3.4 Suspension of
Sales; Adverse Disclosure. Upon receipt of written notice from the Company that a Registration Statement or Prospectus contains a
Misstatement, each of the Holders shall forthwith discontinue disposition of Registrable Securities until it has received copies of a
supplemented or amended Prospectus correcting the Misstatement (it being understood that the Company hereby covenants to prepare and file
such supplement or amendment as soon as reasonably practicable after the time of such notice), or until it is advised in writing by the
Company that the use of the Prospectus may be resumed. If the filing, initial effectiveness or continued use of a Registration Statement
in respect of any Registration at any time would require the Company to make an Adverse Disclosure or would require the inclusion in such
Registration Statement of financial statements that are unavailable to the Company for reasons beyond the Company’s control, the
Company may, upon giving prompt written notice of such action to the Holders, delay the filing or initial effectiveness of, or suspend
use of, such Registration Statement for the shortest period of time, but in no event more than thirty (30) days, determined in good
faith by the Company to be necessary for such purpose. In the event the Company exercises its rights under the preceding sentence, the
Holders agree to suspend, immediately upon their receipt of the notice referred to above, their use of the Prospectus relating to any
Registration in connection with any sale or offer to sell Registrable Securities. The Company shall immediately notify the Holders of
the expiration of any period during which it exercised its rights under this Section 3.4. and, upon the expiration of
any such period, the Holders shall be entitled to resume the use of any such Prospectus in connection with any sale or offer to sell Registrable
Securities.


 


3.5 Reporting Obligations.
As long as any Holder shall own Registrable Securities, the Company, at all times while it shall be a reporting company under the Exchange
Act, covenants to file timely (or obtain extensions in respect thereof and file within the applicable grace period) all reports required
to be filed by the Company after the date hereof pursuant to Sections 13(a) or 15(d) of the Exchange
Act and to promptly furnish the Holders with true and complete copies of all such filings. The Company further covenants that it shall
take such further action as any Holder may reasonably request, all to the extent required from time to time to enable such Holder to sell
Ordinary Shares held by such Holder without registration under the Securities Act within the limitation of the exemptions provided by
Rule 144 promulgated under the Securities Act (or any successor rule promulgated thereafter by the Commission). Upon the request
of any Holder, the Company shall deliver to such Holder a written certification of a duly authorized officer as to whether it has complied
with such requirements.


  






    11


     


    

 


ARTICLE IV


INDEMNIFICATION AND CONTRIBUTION


 


4.1 Indemnification.


 


4.1.1 The Company agrees
to indemnify, to the extent permitted by law, each Holder of Registrable Securities, its officers and directors and each person who controls
such Holder (within the meaning of the Securities Act) against all losses, claims, damages, liabilities and out-of-pocket expenses (including
reasonable attorneys’ fees) caused by any untrue or alleged untrue statement of material fact contained in any Registration Statement,
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 not misleading, except insofar as the same are caused by
or contained in any information furnished in writing to the Company by such Holder expressly for use therein. The Company shall indemnify
the Underwriters, their officers and directors and each person who controls such Underwriters (within the meaning of the Securities Act)
to the same extent as provided in the foregoing with respect to the indemnification of the Holder.


 


4.1.2 In connection with
any Registration Statement in which a Holder of Registrable Securities is participating, such Holder shall furnish to the Company in writing
such information and affidavits as the Company reasonably requests for use in connection with any such Registration Statement or Prospectus
and, to the extent permitted by law, shall indemnify the Company, its directors and officers and agents and each person who controls the
Company (within the meaning of the Securities Act) against any losses, claims, damages, liabilities and out-of-pocket expenses (including
without limitation reasonable attorneys’ fees) resulting from any untrue statement of material fact contained in the Registration
Statement, Prospectus or preliminary Prospectus or any amendment thereof or supplement thereto or any omission of a material fact required
to be stated therein or necessary to make the statements therein not misleading, but only to the extent that such untrue statement or
omission is contained in any information or affidavit so furnished in writing by or on behalf of such Holder expressly for use therein; 
The Holders of Registrable Securities shall indemnify the Underwriters, their officers, directors and each person who controls such Underwriters
(within the meaning of the Securities Act) to the same extent as provided in the foregoing with respect to indemnification of the Company. For
the avoidance of doubt, the obligation to indemnify under this Section 4.1.2 shall be several, not joint and several, among the Holders
of Registrable Securities, and the total indemnification liability of a Holder under this Section 4.1.2 shall be in proportion to and
limited to the net proceeds received by such Holder from the sale of Registrable Securities pursuant to such Registration Statement.


 


4.1.3 Any person entitled
to indemnification herein shall (i) 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 materially prejudiced the indemnifying party) and (ii) unless in such indemnified party’s
reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist with respect to such claim, 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). An indemnifying party who is not entitled to, or elects not to, assume
the defense of a claim shall not be obligated to pay the fees and expenses of more than one counsel (plus local counsel) for all parties
indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party a conflict
of interest may exist 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, 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 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.


  


4.1.4 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 or any officer, director or controlling person of such indemnified party and shall survive the transfer of securities.


 


4.1.5 If the indemnification
provided under Section 4.1 hereof from the indemnifying party is unavailable or insufficient to hold harmless an
indemnified party in respect of any losses, claims, damages, liabilities and expenses 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, claims, damages, liabilities and expenses 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 relates to information
supplied by, 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; provided, however, that the
liability of any Holder under this subsection 4.1.5 shall be limited to the amount of the net proceeds received by such
Holder in such offering giving rise to such liability. 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 subsections 4.1.1, 4.1.2 and 4.1.3 above,
any legal or other fees, charges or out-of-pocket expenses reasonably incurred by such party in connection with any investigation or proceeding.
The parties hereto agree that it would not be just and equitable if contribution pursuant to this subsection 4.1.5 were
determined by pro rata allocation or by any other method of allocation, which does not take account of the equitable considerations referred
to in this subsection 4.1.5. 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 subsection 4.1.5 from any person who was not guilty
of such fraudulent misrepresentation. 


 






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ARTICLE V


MISCELLANEOUS


 


5.1 Notices.
Any notice or communication under this Agreement must be in writing and given by (i) deposit in the United States mail, addressed
to the party to be notified, postage prepaid and registered or certified with return receipt requested, (ii) delivery in person or
by courier service providing evidence of delivery, or (iii) transmission by hand delivery, facsimile or electronic mail. Each notice
or communication that is mailed, delivered, or transmitted in the manner described above shall be deemed sufficiently given, served, sent,
and received, in the case of mailed notices, on the third business day following the date on which it is mailed and, in the case of notices
delivered by courier service, hand delivery, facsimile or electronic mail, at such time as it is delivered to the addressee (with the
delivery receipt or the affidavit of messenger) or at such time as delivery is refused by the addressee upon presentation. Any notice
or communication under this Agreement must be addressed, if to the Company, to:  c/o Caravelle Group
Co., Ltd., P. O. Box 31119, Grand Pavilion, Hibiscus Way, 802 West Bay Road, Grand Cayman, KYI – 1205 Cayman Islands, Email: zgh@caravelleglobal.com.cn,
Attention: Guohua Zhang, and, if to any Holder, at such Holder’s address or contact information as set forth in the Company’s
books and records. Any party may change its address for notice at any time and from time to time by written notice to the other parties
hereto, and such change of address shall become effective thirty (30) days after delivery of such notice as provided in this Section 5.1.


 


5.2 Assignment; No
Third Party Beneficiaries.


 


5.2.1 This Agreement and
the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part.


  


5.2.2 Prior to the expiration
of the Founder Shares Lock-up Period, New Holder Lock-up Period or the Private Placement Lock-up Period, as the case may be, no Holder
may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, except in connection
with a transfer of Registrable Securities by such Holder to a Permitted Transferee but only if such Permitted Transferee agrees to become
bound by the transfer restrictions set forth in this Agreement, the Insider Letter, the Private Placement Units Subscription Agreements
and other applicable agreements (but only to the extent such Holder is a party thereto).


 


5.2.3 This Agreement and
the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors and the permitted
assigns of the Holders, which shall include Permitted Transferees.


 


5.2.4 This Agreement shall
not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this Agreement and Section 5.2 hereof.


 


5.2.5 No assignment by any
party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until
the Company shall have received (i) written notice of such assignment as provided in Section 5.1 hereof and
(ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions
of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made
other than as provided in this Section 5.2 shall be null and void.


 


5.3 Counterparts;
Electronic Signatures. This Agreement may be executed in counterparts, each of which when so executed shall be deemed to be an original
and all of which when taken together shall constitute one and the same instrument.  The words “execution,” signed,”
“signature,” and words of like import in this Agreement or in any other certificate, agreement or document related to this
Agreement shall include images of manually executed signatures transmitted by facsimile or other electronic format (including, without
limitation, “pdf”, “tif” or “jpg”) and other electronic signatures (including, without limitation,
DocuSign and AdobeSign).  The use of electronic signatures and electronic records (including, without limitation, any contract or
other record created, generated, sent, communicated, received, or stored by electronic means) shall be of the same legal effect, validity
and enforceability as a manually executed signature or use of a paper-based record-keeping system to the fullest extent permitted by applicable
law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records
Act and any other applicable law, including, without limitation, any state law based on the Uniform Electronic Transactions Act or the
Uniform Commercial Code.


 






    13


     


    

 


5.4 Governing Law;
Venue. NOTWITHSTANDING THE PLACE WHERE THIS AGREEMENT MAY BE EXECUTED BY ANY OF THE PARTIES HERETO, THE PARTIES EXPRESSLY AGREE
THAT (I) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED UNDER THE LAWS OF THE STATE OF NEW YORK AS APPLIED TO AGREEMENTS AMONG
NEW YORK RESIDENTS ENTERED INTO AND TO BE PERFORMED ENTIRELY WITHIN NEW YORK, WITHOUT REGARD TO THE CONFLICT OF LAW PROVISIONS OF SUCH
JURISDICTION AND (II) THE VENUE FOR ANY ACTION TAKEN WITH RESPECT TO THIS AGREEMENT SHALL BE ANY STATE OR FEDERAL COURT IN NEW YORK
COUNTY IN THE STATE OF DELAWARE. 


   


5.5 Amendments and
Modifications. Upon the written consent of the Company and the Holders of at least a majority in interest of the Registrable Securities
at the time in question, compliance with any of the provisions, covenants and conditions set forth in this Agreement may be waived, or
any of such provisions, covenants or conditions may be amended or modified; provided, however, that notwithstanding
the foregoing, any amendment hereto or waiver hereof that adversely affects one Holder, solely in its capacity as a holder of the shares
of capital stock of the Company, in a manner that is materially different from the other Holders (in such capacity) shall require the
consent of the Holder so affected. No course of dealing between any Holder or the Company and any other party hereto or any failure or
delay on the part of a Holder or the Company in exercising any rights or remedies under this Agreement shall operate as a waiver of any
rights or remedies of any Holder or the Company. No single or partial exercise of any rights or remedies under this Agreement by a party
shall operate as a waiver or preclude the exercise of any other rights or remedies hereunder or thereunder by such party.


 


5.6 Other Registration
Rights. Other than registration rights granted under the PIPE Subscription Agreements and the Private Placement Units Subscription
Agreements, the Company represents and warrants that no person, other than a Holder of Registrable Securities, has any right to require
the Company to register any securities of the Company for sale or to include such securities of the Company in any Registration filed
by the Company for the sale of securities for its own account or for the account of any other person. Further, other than registration
rights granted under the PIPE Subscription Agreements and the Private Placement Units Subscription Agreements, the Company represents
and warrants that this Agreement supersedes any other registration rights agreement or agreement with similar terms and conditions and
in the event of a conflict between any such agreement or agreements and this Agreement, the terms of this Agreement shall prevail.


 


5.7 Term. This
Agreement shall terminate upon the earlier of (i) the tenth anniversary of the date of this Agreement or (ii) the date as of
which (A) all of the Registrable Securities have been sold pursuant to a Registration Statement (but in no event prior to the applicable
period referred to in Section 4(a)(3) of the Securities Act and Rule 174 thereunder (or any successor rule promulgated
thereafter by the Commission)) or (B) the Holders of all Registrable Securities are permitted to sell the Registrable Securities
under Rule 144 (or any similar provision) under the Securities Act without limitation on the amount of securities sold or the manner
of sale and without compliance with the current public reporting requirements set forth under Rule 144(i)(2). The provisions of Section 3.5 and Article
IV shall survive any termination.


 


[Signature Pages Follow]


 




    14


     


    

 


IN WITNESS WHEREOF,
the undersigned have caused this Agreement to be executed as of the date first written above.


 


	 	COMPANY:
	 	 
	 	CARAVELLE INTERNATIONAL GROUP 
	 	 
	 	By:	 
	 	Name:	Edward Cong Wang
	 	Title:	Sole Director
	 	 
	 	CARAVELLE :
	 	 
	 	CARAVELLE GROUP CO, LTD.
	 	 
	 	By:	 
	 	Name:	Guohua Zhang
	 	Title:	Chief Executive Officer
	 	 
	 	SPAC:
	 	 
	 	PACIFICO ACQUISITION CORP.

	 	 
	 	By:	 
	 	Name:	Edward Cong Wang
	 	Title:	Chief Executive Officer
	 	 
	 	SPONSOR AND EXISTING HOLDER:
	 	 
	 	PACIFICO CAPITAL LLC
	 	 
	 	By:	 
	 	Name:	Edward Cong Wang
	 	Title:	Sole Member


 


[Signature Page to Amended and Restated Registration
Rights Agreement]


  




     


     


    

 


IN WITNESS WHEREOF,
the undersigned have caused this Agreement to be executed as of the date first written above.


 


	 	EXISTING
    HOLDERS:
	 	 	 
	 	CHARDAN CAPITAL MARKETS, LLC
	 	 	 
	 	By:	 
	 	Name: 	Steve Urbach
	 	Title:	CEO



 


	 	 
	 	Edward Cong Wang
	 	 
	 	Yi Zhong
	 	 
	 	Raymond J. Gibbs
	 	 
	 	Shiyun Shao
	 	 
	 	Yue Tang



 


[Signature Page
to Amended and Restated Registration Rights Agreement]


 




     


     


    

 


IN WITNESS WHEREOF,
the undersigned have caused this Agreement to be executed as of the date first written above.


 


	 	NEW HOLDERS:
	 	 
	 	DOOSAN INVESTMENT CO., LTD. 
	 	 
	 	By:	 
	 	Name: 	Hao Du
	 	Title:	Director
	 	 	 
	 	GALION-GROUP CO., LTD. 
	 	 	 
	 	By:	 
	 	Name:	Guohua Zhang
	 	Title:	Director
	 	 	 
	 	HAOCHEN GROUP CO., LTD. 
	 	 	 
	 	By:	 
	 	Name:	Chunfeng Liu
	 	Title:	Director
	 	 	 
	 	GREATER BIGFISH KING CO., LTD.
	 	 
	 	By:	 
	 	Name:	Sai Wang
	 	Title:	Director
	 	 	 
	 	JANE RAYS GROUP CO., LTD
	 	 	 
	 	By:	 
	 	Name:	Lisha Ao
	 	Title:	Director
	 	 	 
	 	KAIYUE TEC GROUP CO., LTD 
	 	 	 
	 	By:	 
	 	Name:	Yuanhong Zhang
	 	Title:	Director



 


[Signature Page to
Amended and Restated Registration Rights Agreement]


 




     


     


    

 


IN WITNESS WHEREOF,
the undersigned have caused this Agreement to be executed as of the date first written above.


 





	 	NEW HOLDERS: 
	 	 	 
	 	NEW HONEST GROUP CO., LTD
	 	 	 
	 	By:	 
	 	Name:	Guohua Zhang
	 	Title:	Director
	 	 	 
	 	NINE TEN INTERNATIONAL CO., LTD
	 	 	 
	 	By:	 
	 	Name:	Mei Zhang
	 	Title:	Director
	 	 	 
	 	YUNQI LIMITED 
	 	 	 
	 	By:	 
	 	Name:	Ran Li 
	 	Title:	Director
	 	 	 
	 	TAIYUAN GROUP CO., LTD
	 	 	 
	 	By:	 
	 	Name:	Guohua Zhang
	 	Title:	Director
	 	 	 
	 	TAIYANG GROUP CO., LTD 
	 	 	 
	 	By:	 
	 	Name:	Qingxiang Cui 
	 	Title:	Director
	 	 	 
	 	IDEAL VICTORY HOLDINGS LIMITED 
	 	 	 
	 	By:	 
	 	Name:	Aiping Zhang
	 	Title:	Director





 


[Signature Page to Amended and Restated Registration
Rights Agreement]


 




     


     


    




 


IN WITNESS WHEREOF,
the undersigned have caused this Agreement to be executed as of the date first written above.


 


	 	NEW HOLDERS:
	 	 	 
	 	BROOKCADE HOLDINGS LIMITED 
	 	 	 
	 	By:	 
	 	Name: 	Zheng Ge
	 	Title:	Director


 


	 	SPEED WEALTHY LTD. 
	 	 	 
	 	By:	 
	 	Name: 	Dong Zhang
	 	Title:	Director


 


	 	SOUTH PACIFIC GYRE INVESTMENT LIMITED 
	 	 	
	 	By:	 
	 	Name: 	Min Gan
	 	Title:	Director


 


[Signature Page to Amended and Restated Registration
Rights Agreement]