Exhibit 10.4


 


FORM OF


INVESTMENT AGREEMENT


 


THIS INVESTMENT AGREEMENT (this
 “Agreement”) is made and entered into as of April 26, 2022 (the “Effective Date”) by and among
SuperBac Biotechnology Solutions S.A., a corporation (sociedade anônima) incorporated under the laws of Brazil (the “Company”),
XPAC Acquisition Corp., an exempted company limited by shares incorporated under the laws of the Cayman Islands (“XPAC”),
and each of the undersigned parties listed on Schedule A hereto as the holder of Equity Interests (as defined below) (each such
party, acting directly or indirectly through one or more of its Shareholder Entities, if any, an “Equity Holder” and
collectively, “Equity Holders”), and, as intervening parties, each of the undersigned parties listed on Schedule
A hereto as the holder of Options (as defined below) (each such party, an “Optionee” and collectively, “Optionees”).
Each of the Company, the XPAC, the Equity Holders and the Optionees will individually be referred to herein as a “Party”
and, collectively, as the “Parties”. Capitalized terms used but not otherwise defined herein shall have the meanings
ascribed to such terms in the Business Combination Agreement (as defined below).


 


WHEREAS, each Equity Holder
is the legal and beneficial owner of the shares of common or preferred stock of the Company listed next to its name on Schedule A
(the “Equity Interests” and, such shares of common or preferred stock of the Company, except for the Company Class D
Preferred Shares, the “Contributable Equity Interests”);


 


WHEREAS, prior to the execution
of this Agreement, the Company, XPAC and certain other parties entered into a Business Combination Agreement (as it may be amended, supplemented
or otherwise modified from time to time, the “Business Combination Agreement”);


 


WHEREAS,
each Optionee is the legal and beneficial owner of the outstanding options listed next to its name on Schedule A (the “Options”)
under the Company ESOPs, collectively representing 100% (one hundred percent) of the Company’s issued and outstanding options or
other share-based compensation instruments; and


 


WHEREAS,
in consideration for the benefits to be received directly or indirectly by the Equity Holders and the Optionees, as the case may be,
in connection with the transactions contemplated by the Business Combination Agreement, each Equity Holder and each Optionee, as applicable,
severally (and not jointly and severally) agrees to enter into this Agreement and to be bound by any and all of the agreements, covenants
and obligations contained in this Agreement.


 


NOW, THEREFORE, in consideration of the foregoing
and the mutual covenants and agreements herein contained, and intending to be legally bound hereby, the Company, each Equity Holder and
each Optionee agree as follows:


 


ARTICLE I

OBLIGATIONS


 


1.1.            Newco
Formation. As soon as directed by the Company and in any event prior to the Initial Merger Effective Time, each Equity Holder shall
take, or cause to be taken, any and all actions necessary to form an exempted company incorporated with limited liability in the Cayman
Islands (“Newco”).


 






    


     


    

 


1.2.            Newco
Joinder. Promptly after the formation of Newco pursuant to the immediately preceding Section 1.1 and in any event prior to the
Initial Merger Effective Time, the Company shall take, or cause to be taken, any and all action necessary for Newco to become a party
to the Business Combination Agreement by executing and delivering the Newco Joinder Agreement.


 


1.3.          Company
Reorganization Conversions. Immediately prior to the transactions set forth in Section 1.4 below, (i) each Company Warrant
then outstanding shall automatically be converted into the requisite number of Company Ordinary Shares and Company Class C Preferred Shares,
pursuant to and in accordance with the terms of the Company Reorganization, and (ii) each Company Class C Preferred Share then outstanding
shall automatically be converted into one Company Ordinary Share, pursuant to and in accordance with the terms of the Company Reorganization.
Schedule A hereto shall be deemed to be updated to reflect the foregoing conversions once they have been effected.


 


1.4.            Contributions.
In accordance with the terms and conditions of the Business Combination Agreement, each Equity Holder agrees to take all necessary
measures in order to ultimately contribute all of such Equity Holder’s right, title and interest in and to the Contributable
Equity Interests set forth next to its name on Schedule A, free and clear of any mortgage, pledge, security interest,
conditional sale or other title retention agreement, encumbrance, lien, easement, option, debt, charge, claim or restriction of any
kind except for restrictions under the existing Shareholders’ Agreement of Superbac Biotechnology Solutions S.A. dated
as of November 16, 2016 by and among Bio-Gênesis Participações S.A., Luiz Augusto Chacon de Freitas Filho,
Sommerville Investments B.V., Superbac Biotechnology Solutions S.A. (formerly Superbac Proteção Ambiental S.A.) and SB
Participações S.A., and the existing Shareholders’ Agreement of SB Participações S.A., dated as of
May 30, 2011, by and among Luiz Augusto Chacon de Freitas Filho, Campo Limpo Comércio e Representação Ltda. and
SB Participações S.A (as amended and restated on October 10, 2016 (together, the “Shareholders’
Agreements”) and as disclosed on Schedule A, directly or indirectly, as well as bearing the cost, including any
tax, to either (i) one or more layers of newly formed exempted companies limited by shares incorporated under the laws of the
Cayman Islands or British Virgin Islands (some or all of which may, at the Company’s discretion, subsequently be required to
be merged into Newco, in order to result in all of such Equity Holder’s right, title and interest in and to such Equity
Holder’s Contributable Equity Interests being contributed, transferred or otherwise conveyed to Newco, as required by the
Business Combination Agreement); or (ii) Newco directly; and, as a result of such contributions and/or mergers, each Equity
Holder shall ultimately beneficially own, in the aggregate, the amount of Newco Class A Shares set forth next to each such
Equity Holder’s name on Schedule B (with the Founder beneficially owning, in the aggregate, the amount of Newco
Class B Shares set forth next to the Founder’s name on Schedule B) (“Newco Shares”), provided,
further, that:


 


		a)	each such contribution and/or merger
                                            shall take place in an orderly and chronological fashion, as determined by the Company at
                                            its sole discretion, and each step shall not be carried out by any Equity Holder unless,
                                            and until, the Company provides written permission for its implementation;



 


		b)	each such contribution and/or merger
                                            shall be implemented and recorded, for all purposes, including from a Cayman Islands commercial
                                            law and accounting perspective, at the historical cost using the cost method of accounting,
                                            by reference to the value at which each relevant Equity Holder or Optionee originally acquired
                                            its Contributable Equity Interests; and



 


		c)	each such contribution and/or merger
                                            shall be undertaken at each relevant Equity Holder’s own risk and account, and the
                                            Company shall bear no responsibility for any liabilities, whether in taxes or otherwise,
                                            arising therefrom.



 


		1.5.	Registers
                                            of Members and Other Provisions.



 


		a)	At completion of the transactions set
                                            forth in Section 1.4 above, each Equity Holder and Optionee shall deliver to
                                            the Company a copy of the register of members as well as any corporate documentation of any
                                            entities used in the contribution to and/or merger into Newco process, which shall contain
                                            a proper registration of all steps required by the Company to be taken and ultimately contain
                                            evidence of such Equity Holder and/or Optionee beneficially owning, in the aggregate, the
                                            Newco Shares.



 






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		b)	Each Equity Holder and Optionee also
                                            hereby agrees to execute and deliver all agreements, documents or instruments, take, or cause
                                            to be taken, all actions and provide, or cause to be provided, all additional information
                                            or other materials as may be necessary or advisable, in each case, as reasonably determined
                                            by the Company or XPAC, or as required by applicable Law, in connection with, or otherwise
                                            in furtherance of, the transactions contemplated in this Agreement, including, but not limited
                                            to (i) the execution of the instrument of transfer of each Equity Holder’s right,
                                            title and interest to Newco at the Company’s share transfer book (Livro de Transferência
                                            de Ações Nominativas) (the “Company’s Share Transfer Book”);
                                            and (ii) the performance of the applicable foreign exchange transactions required in
                                            connection with the transactions set forth in Section 1.4 above and payment of
                                            any applicable taxes due. Without limiting the foregoing, at completion of the transactions
                                            contemplated in this Agreement in accordance with the terms hereof and the terms of the Business
                                            Combination Agreement, the Company shall deliver to Newco, with a copy to XPAC, a copy of
                                            the Company’s share registry book (Livro de Registro de Ações Nominativas)
                                            showing Newco as the registered holder of the Contributable Equity Interests, including without
                                            limitation (i) the annotation of the transfer of each Equity Holder’s or Optionee’s
                                            direct or indirect right, title and interest in and to the Contributable Equity Interests
                                            in the Company’s share registry book (Livro de Registro de Ações Nominativas),
                                            and in the Company’s Share Transfer Book; and (ii) the report of the Company’s
                                            registries at the Brazilian Central Bank registration for foreign investments (RDE-IED),
                                            updated upon the completion of the transactions set forth in Section 1.4 above
                                            to reflect the change of Equity Holder.



 


		c)	Upon the consummation of the transactions
                                            contemplated in this Section 1.4 above, each Equity Holder or Optionee shall
                                            cease to have any rights with respect to the Contributable Equity Interests, except the direct
                                            or indirect right, as applicable, to receive, hold and have title to the Newco Shares as
                                            provided herein. All Newco Shares to be issued as a result of the contribution of the Contributable
                                            Equity Interests shall be free and clear of any mortgage, pledge, security interest, conditional
                                            sale or other title retention agreement, encumbrance, lien, easement, option, debt, charge,
                                            claim or restriction of any kind and shall be deemed to have been issued in full satisfaction
                                            of all rights pertaining to the Contributable Equity Interests.



 


		d)	For the avoidance of doubt, in the event
                                            of any equity dividend or distribution, or any change in the equity interests of the Company
                                            or Newco by reason of any equity dividend or distribution, equity split, reverse stock-split,
                                            consolidation of shares, recapitalization, combination, conversion, exchange of equity interests
                                            or the like (including the transactions contemplated in Section 1.4 above), the
                                            terms “Equity Interests” and “Contributable Equity Interests” shall
                                            be deemed to refer to and include the Equity Interests and Contributable Equity Interest
                                            as well as all such equity dividends and distributions and any securities into which or for
                                            which any or all of the Equity Interests and Contributable Equity Interests may be changed
                                            or exchanged or which are received in such transaction (including the Newco Shares received
                                            as result of the consummation of the transactions contemplated in Section 1.4
                                            above).



 






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1.6.            Company
Reorganization Transactions.


 


		a)	On
                                            the Acquisition Effective Time, each Equity Holder who is a holder of Company Class D
                                            Preferred Shares issued in connection with the Company Reorganization and outstanding immediately
                                            prior to the Acquisition Effective Time shall forfeit such Company Class D Preferred
                                            Share, which shall automatically be redeemed by the Company in exchange for the right to
                                            receive BRL 97,350.45 per Company Class D Preferred Share, as adjusted by 100% of the
                                            CDI interbank deposit rate. Such payments shall be made to each such Equity Holder who is
                                            a holder of Company Class D Preferred Shares by, or on behalf of, the Company upon the
                                            Acquisition Effective Time pursuant to, and in accordance with, Section 2.9 of the Business
                                            Combination Agreement.



 


		b)	On
                                            the Acquisition Effective Time, the Company shall grant to the Founder the premium provided
                                            in the offset agreement executed on December 22, 2021, by and among Luiz Augusto Chacon
                                            de Freitas Filho, the Company and certain other Company shareholders, through the forgiveness
                                            of the debt arising from the loan agreement (contrato de mútuo) executed by
                                            and between the Company and Luiz Augusto Chacon de Freitas Filho on April 28, 2018,
                                            in the amount of BRL 5,300,000.00, which will be adjusted by 100% of the CDI interbank deposit
                                            rate. Such payments shall be made pursuant to, and in accordance with, Section 2.9 of
                                            the Business Combination Agreement.



 


		c)	On
                                            the Acquisition Effective Time, the Company shall grant to the Founder the premium provided
                                            in the offset agreement executed on December 22, 2021, by and among Luiz Augusto Chacon
                                            de Freitas, the Company and certain other Company shareholders, through the payment of BRL
                                            2,452,205.26, which will be adjusted by 100% of the CDI interbank deposit rate. Such payments
                                            shall be made pursuant to, and in accordance with, Section 2.9 of the Business Combination
                                            Agreement.



 


		d)	Upon
                                            the completion of the transactions described in this Section 1.6, each in the
                                            manner contemplated by the instruments governing the Company Reorganization, the Equity Holders
                                            hereby agree, on behalf of themselves and their respective Shareholder Entities, that the
                                            Company’s obligations under the instruments governing the Company Reorganization shall
                                            be deemed to have been fully satisfied and discharged in full, and such Equity Holders and
                                            their respective Shareholder Entities shall waive and release the Company and any of its
                                            officers, directors and affiliates to the fullest extent permitted by law, as of the Acquisition
                                            Effective Time, from any and all rights, claims, counterclaims, causes of action, obligations,
                                            damages, liabilities, and demands of any kind which it now has or may have in connection
                                            with or arising out of the Company Reorganization.



 


1.7.            Proxy.


 


		a)	Without
                                            limiting any other rights or remedies of the Company, for all purposes of this Agreement,
                                            each Equity Holder and each Optionee hereby appoints the Company, and any of its designees,
                                            and each of them individually, as its proxies, agents and attorneys-in-fact, with full power
                                            of substitution and resubstitution, to consummate any transactions contemplated by this Agreement
                                            (to the extent permitted by applicable laws), including the applicable foreign exchange transactions
                                            required for the transactions set forth in Section 1.4 above and to vote or act
                                            by written consent during the term of this Agreement with respect to the matters set forth
                                            herein in the name and in the stead of such Equity Holder or Optionee, including to attend
                                            on behalf of such Equity Holder any meeting of the Equity Holders with respect to this Agreement,
                                            to include the Equity Interests in any computation for purposes of establishing a quorum
                                            at any such meeting of the Equity Holders, to vote (or cause to be voted, as applicable)
                                            the Equity Interests or consent or approve (or withhold consent or approval, as applicable)
                                            with respect to any of the Corporate Approvals in connection with any meeting of the Equity
                                            Holders, any action by written consent or any other approval by the Equity Holders or Optionees.
                                            For this purpose, each Equity Holder and Optionee hereby also grants to the Company a power
                                            of attorney in the form of Schedule C. This proxy and power of attorney is given to
                                            secure the performance of the duties of the Equity Holders and Optionees under this Agreement.
                                            Each Equity Holder and Optionee shall take such further action or execute such other instruments
                                            as may be necessary to effectuate the intent of this proxy.



 






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		b)	This
                                            proxy and power of attorney is hereby granted by such Equity Holder or Optionee pursuant
                                            to the terms of articles 653 and 685 of the Brazilian Civil Code (Law no. 10,406/2002) and
                                            shall be irrevocable during the term of this Agreement, shall be deemed to be coupled with
                                            an interest sufficient in law to support an irrevocable proxy, is granted in consideration
                                            for the Company entering into the Business Combination Agreement and agreeing to consummate
                                            the transactions contemplated thereby and shall revoke any and all prior proxies granted
                                            by such Equity Holder or Optionee with respect to the Equity Interests or otherwise. The
                                            power of attorney granted by such Equity Holder or Optionee herein is a durable power of
                                            attorney and shall survive the dissolution, bankruptcy, death or incapacity of such Equity
                                            Holder or Optionee. The proxy and power of attorney granted hereunder shall terminate upon
                                            the termination of this Agreement.



 


		c)	The
                                            Company agrees, pursuant to the powers of attorney granted to the Company pursuant to this
                                            Agreement, in connection with and to facilitate the consummation of the transactions set
                                            forth in Section 1.4 above, to the extent necessary or advisable, to make, execute,
                                            acknowledge and deliver all such other agreements, documents and instruments necessary or
                                            advisable to consummate the transactions set forth in Section 1.4 above and,
                                            in general, to do any and all things and to take any and all actions necessary or advisable
                                            in connection with or to carry out the transactions set forth in Section 1.4
                                            above on behalf of the Equity Holders, in each case subject to the terms and conditions of
                                            the Business Combination Agreement.



 


		d)	Notwithstanding
                                            anything in this Agreement to the contrary, none of the provisions of this Section 1.7
                                            shall apply to the Temasek Parties or the Feffer Parties in their respective capacity as Equity Holders, and that no such
                                            proxy and power of attorney shall be granted hereunder by any of the Temasek Parties or the Feffer Parties in favor
                                            of the Company.



 


1.8.            Further
Assurances. During the term of this Agreement, each Equity Holder and Optionee agrees that it shall not take any action that would
reasonably be expected to prevent, impede, interfere with or adversely affect any Equity Holder’s and/or the Company’s ability
to perform its obligations under this Agreement, except as expressly contemplated by this Agreement. Each Equity Holder and each Optionee
hereby agrees to promptly execute and deliver all additional agreements, documents or instruments, take, or cause to be taken, all actions
and provide, or cause to be provided, all additional information or other materials as may be necessary or advisable, in each case, as
reasonably determined by the Company, in connection with, or otherwise in furtherance of, the transactions contemplated by the Business
Combination Agreement or this Agreement.


 






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1.9.            Termination
of Shareholders’ Agreements. Despite the completion of the transactions set forth in Section 1.4 above, the
Company and the Equity Holders acknowledge and agree, severally and not jointly, that the Shareholders’ Agreements shall
remain in full force and effect, and the obligations thereunder shall apply mutatis mutandis, until the Acquisition Closing
is consummated, at which point in time the Shareholders’ Agreements shall be terminated in accordance with its terms upon
execution by the parties thereto of a termination agreement (in the case of the Shareholders’ Agreement of Superbac
Biotechnology Solutions S.A., to be substantially in the form attached hereto as Schedule E). Upon termination of the
Shareholders Agreements, the Company shall register the termination of the Shareholders Agreement of Superbac Biotechnology
Solutions S.A. in the Company’s share registry book (Livro de Registro de Ações Nominativas).


 


1.10.            Transfers
of Equity Interests Prior to Acquisition Closing. Except as expressly contemplated by the Business Combination Agreement or
this Agreement or with the prior written consent of the Company (such consent to be given or withheld in its sole discretion), from and
after the date hereof until the earlier of the Acquisition Closing or the termination of the Business Combination Agreement in accordance
with its terms, each Equity Holder agrees not to Transfer any of the Equity Interests or Newco Shares. Notwithstanding the foregoing
or anything to the contrary herein:


 


		a)	the
                                            foregoing restrictions shall not prohibit a Transfer (i) to the Equity Holder’s
                                            directors or officers, any affiliates or family members of the Equity Holder’s directors
                                            or officers, any direct or indirect members or shareholders of the Equity Holder or any affiliates
                                            of the Equity Holder; (ii) in the case of an individual, by gift to a member of the
                                            individual’s immediate family, or to a trust, the beneficiary of which is a member
                                            of the individual’s immediate family or an affiliate of such person, or to a charitable
                                            organization; (iii) in the case of an individual, by virtue of laws of descent and distribution
                                            upon death of the individual; (iv) in the case of an individual, pursuant to a qualified
                                            domestic relations order; (v) in the case of a trust, by distribution to one or more
                                            of the permissible beneficiaries of such trust; (vi) by private sales or Transfers made
                                            in connection with the Acquisition Closing at prices no greater than the price at which the
                                            securities were originally purchased; (vii) in the event of the Equity Holder’s
                                            liquidation prior to the Acquisition Closing; (viii) by virtue of the laws of the Equity
                                            Holder’s jurisdiction of incorporation or formation or the Equity Holder’s Organizational
                                            Documents, upon dissolution of the Equity Holder; (ix) to any investment fund or other
                                            entity controlling, controlled by, managing or managed by or under common control with the
                                            Equity Holder or its affiliates or who shares a common investment advisor with the Equity
                                            Holder; and (x) to a nominee or custodian holding securities on behalf of a beneficial
                                            owner to whom a disposition or transfer would be permissible under this clause (a); provided,
                                            however, that (A) in the case of clauses (i) through (vi), these permitted
                                            transferees must enter into a written agreement in form and substance reasonably satisfactory
                                            to the Company agreeing to be bound by the transfer restrictions in this Section 1.10,
                                            and (B) no such Transfer will relieve such Equity Holder of any of its covenants, agreements
                                            or obligations hereunder with respect to the Equity Interests or Newco Shares so transferred,
                                            unless and to the extent actually performed, or will otherwise affect any of the provisions
                                            of this Agreement (including any of the representations and warranties of such Equity Holder
                                            hereunder); and



 






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		b)	the Founder and the Feffer Parties shall
                                            be allowed to carry out a shareholder reorganization in respect of the shareholding vehicles
                                            through which they beneficially own their respective Equity Interests (the “Shareholder
                                            Reorganization”), which may be carried out in a single transaction or in a series
                                            of transactions, and the restrictions set forth in this Section 11.12 shall not prohibit
                                            Transfers by and among the Founder, the Feffer Parties and any shareholding vehicles respectively
                                            owned by them in connection therewith; provided, that (x) each of the Founder and the
                                            Feffer Parties hereby agree, severally but not jointly, to indemnify and reimburse the Company for any and all liabilities,
                                            losses, damages, costs and expenses incurred by the Company in relation to any Taxes in respect
                                            of, arising out of, or in connection with, the transactions carried out by or on behalf of
                                            the Founder or the Feffer Parties, as the case may be, in connection with the Shareholder
                                            Reorganization, (y) such Shareholder Reorganization shall be coordinated by the Company
                                            and shall not take place unless, and until, the Company provides written permission for its
                                            implementation, and (z) the beneficial ownership of Equity Interests by the Founder
                                            and the Feffer Parties, respectively, shall remain unchanged as a result of the Shareholder
                                            Reorganization.



 


		c)	Schedule A hereto shall be deemed
                                            to be updated to reflect any Transfer permitted under this Agreement.



 


1.11.            Release.
Upon the consummation of the transactions set forth in Section 1.4 above and receipt of the Newco Shares, each Equity
Holder and Optionee on behalf of himself, herself or itself, his, her or its affiliates and each of their respective assigns, heirs beneficiaries,
creditors, representatives and agents hereby irrevocably and irreversibly waives, releases and discharges the Company and their respective
present and former affiliates and present and former and direct or indirect partners, members and equity holders, directors, managers,
officers, employees, principals, trustees, representatives, agents, predecessors, successors, assigns, beneficiaries, heirs, executors,
insurers and attorneys (collectively, the “Released Entities”) for any and all purposes, from any and all actions, claims,
liabilities, losses, orders and causes of action (“Actions”) of every kind and nature whatsoever and obligations owed to
me by the Company of any kind or nature whatsoever, whether arising under any contract or otherwise, whether or not currently known,
and whether fixed or contingent, in each case solely to the extent that it arises out of or is related to the Equity Interest or Options
held by each Equity Holder or Optionee now or in the future, including without limitation, the treatment of such Equity Interests or
Options contemplated pursuant to the Business Combination Agreement; provided, that such release shall not release the Released Entities
for (i) any liabilities or Actions that such Equity Holder has pursuant to its right to receive its portion of the Acquisition Merger
Consideration determined in accordance with, and subject to, the terms of, and the steps set forth in, the Business Combination Agreement,
(ii) any Actions arising out of or related to the Released Entities’ respective governing documents to provide indemnification,
reimbursement or advancement of expenses to such Equity Holder in respect of actions taken or omitted in such Equity Holder’s capacity
as an officer and/or director of such Released Entity prior to the Closing, or (iii) any Actions arising out of or related to the
Released Entities’ contracts with or obligations to any Equity Holder in respect of compensation arrangements as an officer and/or
director of such Released Entity prior to the Closing.


 


1.12.            Optionees’
Undertaking.


 


		a)	In
                                            the event that, prior to carrying out any of the transactions set forth in Section 1.4
                                            above, any Optionee exercises any of his or her Options under the Company ESOPs in accordance
                                            with the terms
                                            of such Options, such Optionee will automatically become an Equity Holder under the
                                            terms of this Agreement and will be treated as an Equity Holder for all purposes of this
                                            Agreement, assuming any and all rights and obligations herein set forth and Schedule A
                                            hereto shall be deemed to be updated to include the equity interests underlying each
                                            such exercised Option.



 






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		b)	By
                                            executing this Agreement, Optionee hereby consents to, and acknowledges and agrees that,
                                            pursuant to Section 2.4 of the Business Combination Agreement:



 


		i.	if
                                            Optionee holds any Options under the April 2021 Company ESOP or the September 2021
                                            Company ESOP, immediately prior to the Acquisition Effective Time, such Options shall on
                                            the Acquisition Effective Time be automatically deemed vested (to the extent they are unvested)
                                            and exercised in full (without any action on part of the Optionee), subject to the terms,
                                            and in accordance with the provisions, set forth in the Business Combination Agreement. For
                                            that purpose, Optionee hereby expressly agrees to an automatic vesting and “net exercise”
                                            of his or her Options under the terms of Section 2.4 of the Business Combination Agreement,
                                            pursuant to which the Company will withhold a number of Company Shares sufficient to satisfy
                                            the exercise price applicable to such Options; and



 


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



 


		c)	By executing this Agreement, Optionee
                                            hereby consents to, and acknowledges and agrees to the provisions of the Business Combination
                                            Agreement, including, but not limited to, Section 2.4 thereunder. Optionee hereby agrees
                                            to (i) vote (or cause to be voted, as applicable) in favor of any amendments to the
                                            Company ESOPs as may be necessary to effect the intent of this Section 1.12 and Section 2.4
                                            of the Business Combination Agreement, (ii) consent to, approve and take or cause to
                                            be taken such other actions and execute or cause to be executed such other instruments as
                                            may be necessary to effectuate the intent of this Section 1.12 and Section 2.4
                                            of the Business Combination Agreement and the transactions contemplated thereby, including,
                                            but not limited to, any exchange of equity interests (permuta de ações),
                                            the automatic vesting of Options and the “net exercise” of Options.



 






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ARTICLE II

REPRESENTATIONS AND WARRANTIES OF THE EQUITY HOLDER


 


2.1.            Each
Equity Holder (including for purposes of this Article II, each Optionee) hereby represents and warrants to the Company and
XPAC, as of the date hereof, that:


 


		a)	Title.
                                            Each Equity Holder and Optionee holds good, valid and marketable title to the Equity Interests
                                            and Options set forth opposite the Equity Holder’s name on Schedule A, free
                                            and clear of any mortgage, pledge, security interest, conditional sale or other title retention
                                            agreement, encumbrance, lien, easement, option, debt, charge, claim or restriction of any
                                            kind except for restrictions under the existing Shareholders’ Agreements and as disclosed
                                            on Schedule A.



 


		b)	Authorization.
                                            Each Equity Holder and Optionee has full power and authority (including any spouse consent)
                                            to enter into this Agreement and perform the transactions contemplated hereby, and this Agreement,
                                            assuming the due authorization, execution and delivery of this Agreement by all other parties,
                                            constitutes its valid and legally binding obligation, enforceable in accordance with its
                                            terms.



 


		c)	No
                                            Conflict. Neither the execution and delivery of this Agreement by the Equity Holder or
                                            the Optionee nor the performance of the Equity Holder’s or the Optionee’s obligations
                                            hereunder (i) violates any provision of any Laws applicable to the Equity Holder, (ii) if
                                            the Equity Holder is not an individual, would, directly or indirectly, result in any breach
                                            of any provision of the Equity Holder’s Organizational Documents, (iii) conflicts
                                            with, result in a breach under or give rise to any right of termination of any document,
                                            agreement or instrument to which the Equity Holder is a party, or (iv) result in the
                                            creation or imposition of any mortgage, pledge, security interest, conditional sale or other
                                            title retention agreement, encumbrance, lien, easement, option, debt, charge, claim or restriction
                                            of any kind upon the Equity Interests.



 


		d)	No
                                            Consents. No consent, waiver, approval, order or authorization of, or registration, qualification,
                                            designation, declaration or filing with, any court, administrative agency or commission or
                                            any other governmental authority, instrumentality, agency or commission or any third party
                                            (including a party to any agreement with the Equity Holder, the Optionee or any spouse consent),
                                            is required by or with respect to the delivery of this Agreement and the consummation of
                                            the transactions contemplated hereby.



 






    9


     


    

 


		e)	Ownership.



 


		i.	The
                                            Equity Holder is the beneficial and record owner of the Equity Interests set forth next to
                                            the Equity Holder’s name on Schedule A. The Equity Interests and Options set
                                            forth on Schedule A collectively constitute 100% of the Equity Holder’s interest
                                            in the Company, and the Equity Holder does not own, beneficially or of record, any other
                                            equity, equity-linked or similar securities of the Company or any of its Subsidiaries or
                                            have the right to acquire any equity, equity-linked or similar securities of the Company
                                            or any of its Subsidiaries. The Equity Holder acknowledges that the Equity Holder’s
                                            agreement to carry out the transactions set forth in Section 1.4 above is a material
                                            inducement to Newco’s willingness to issue to the Equity Holder, or to the respective
                                            wholly owned subsidiary if applicable, the Newco Shares. As such, if after the execution
                                            of this Agreement it is discovered that the Equity Holder is directly or indirectly the owner
                                            of any additional membership, equity or ownership interests not reflected next to the Equity
                                            Holder’s name on Schedule A (an “Undisclosed Interest”),
                                            the Equity Holder hereby agrees to contribute, assign, transfer, convey and deliver to Newco
                                            all of the Equity Holder’s right, title and interest in and to such Undisclosed Interest.
                                            By executing this Agreement, each Equity Holder further represents that it does not have
                                            any contract, undertaking, agreement or arrangement with any person to sell, transfer or
                                            grant participations to such person or to any person, with respect to any of the Equity Interests,
                                            except for the Transaction Documents to which such Equity Holder is a party, the Shareholders’
                                            Agreements and as disclosed on Schedule A. The Equity Holder has the sole right to
                                            vote (and provide consent in respect of, as applicable) the Equity Interests set forth next
                                            to the Equity Holder’s name on Schedule A and, except for this Agreement and
                                            the Transaction Documents to which such Equity Holder is a party, the Shareholders’
                                            Agreements and as disclosed on Schedule A, the Equity Holder is not party to or bound
                                            by (i) any option, warrant, purchase right, or other Contract that could (either alone
                                            or in connection with one or more events, developments or events (including the satisfaction
                                            or waiver of any conditions precedent)) require the Equity Holder to Transfer any of the
                                            Equity Interests or (ii) any voting trust, proxy or other Contract with respect to the
                                            voting or Transfer of any of the Equity Interests; and



 


		ii.	The
                                            Optionee is the beneficial and record owner of the Options set forth next to the Optionee’s
                                            name on Schedule A. The Equity Interests and Options set forth on Schedule A
                                            collectively constitute 100% of the Optionee’s interest in the Company and no less
                                            than 95% of all Company Shares outstanding as of the date hereof on a Fully Diluted Basis,
                                            beneficially or of record, any other equity, equity-linked or similar securities of the Company
                                            or any of its Subsidiaries or have the right to acquire any equity, equity-linked or similar
                                            securities of the Company or any of its Subsidiaries. By executing this Agreement, each Optionee
                                            further represents that it does not have any contract, undertaking, agreement or arrangement
                                            with any person to sell, transfer or grant participations to such person or to any person,
                                            with respect to any of the Equity Interests or Options, except for the Transaction Documents
                                            to which such Optionee is a party.



 


		f)	There
                                            is no Action pending or, to the Equity Holder’s knowledge, threatened in writing against
                                            or involving the Equity Holder or any of his, her or its Affiliates that, if adversely decided
                                            or resolved, would reasonably be expected to adversely affect the ability of the Equity Holder
                                            to perform, or otherwise comply with, any of its covenants, agreements or obligations under
                                            this Agreement in any material respect.



 


		g)	There
                                            is no Governmental Order or Action issued by any court of competent jurisdiction or other
                                            Governmental Entity, or other legal restraint or prohibition relating to the Equity Holder
                                            or any of his, her or its Affiliates that could reasonably be expected to adversely affect
                                            the ability of the Equity Holder or Optionee to perform, or otherwise comply with, any of
                                            its covenants, agreements or obligations under this Agreement in any material respect.



 






    10


     


    

 


		h)	Any entities used by an Equity Holder
                                            in connection with the transactions set forth in Section 1.4 above:



 


		i.	will
                                            be duly organized, validly existing and in good standing under the laws of their jurisdiction
                                            of incorporation or formation and have all requisite corporate power and authority to carry
                                            on their respective business as proposed to be conducted; and



 


		ii.	will
                                            have full power and authority to carry out the transactions contemplated by this Agreement
                                            to be carried out by such Equity Holder’s entities.



 


		iii.	will
                                            have been formed solely for the purpose of effecting the transactions set forth in Section 1.4
                                            above and will not have engaged in any business activities or conducted any operations
                                            other than in connection with the transactions set forth in Section 1.4 above
                                            and will have no assets, liabilities or obligations of any kind or nature whatsoever other
                                            than those incident to their formation or as expressly contemplated by this Agreement and
                                            the transactions contemplated hereby, and will never have conducted any business or operations
                                            except as expressly contemplated by this Agreement and the transactions contemplated hereby.



 


ARTICLE III

REPRESENTATIONS AND WARRANTIES OF THE COMPANY


 


3.1.            The
Company hereby represents and warrants to each Equity Holder and XPAC, as of the date hereof, that:


 


		a)	Organization.
                                            The Company is a closely held company, duly organized, validly existing and in good standing
                                            under the laws of the Federative Republic of Brazil and has all requisite corporate power
                                            and authority to carry on its business as now conducted and as proposed to be conducted.
                                            As of the Effective Date, the Company is duly qualified to transact business and is in good
                                            standing in each jurisdiction in which the failure to so qualify would have a material adverse
                                            effect on its business or properties.



 


		b)	Authorization.
                                            The Company has full power and authority to enter into this Agreement, and this Agreement,
                                            assuming the due authorization, execution and delivery of this Agreement by all other parties,
                                            constitutes a valid and legally binding obligation, enforceable in accordance with its terms,
                                            except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other
                                            applicable Laws now or hereafter in effect of general application affecting enforcement of
                                            creditors’ rights generally, and applicable Laws relating to the availability of specific
                                            performance, injunctive relief, or other equitable remedies.



 


		c)	No
                                            Conflict. Neither the execution and delivery of this Agreement by the Company nor the
                                            performance of the Company’s obligations hereunder violates any provision of law applicable
                                            to the Company or conflicts with any document, agreement or instrument to which the Company
                                            is a party.



 






    11


     


    

 


ARTICLE IV

MISCELLANEOUS


 


4.1.            Notices.
All notifications, consents, requests and/or other notices set out in this Agreement shall only be deemed valid and effective when made
in writing and sent by letter with delivery receipt requested or by e-mail with return receipt requested. The notifications, consents,
requests and/or other notices shall be sent to the numbers, e-mails and addresses indicated in Schedule D, which may be amended
at any time by each party upon written notice to the other parties.


 


4.2.            Certain
Defined Terms. As used herein, (a) “Transfer” shall mean the (i) direct or indirect transfer, sale or
assignment of, offer to sell, contract or any agreement to sell, hypothecate, pledge, encumber grant of any option to purchase or otherwise
dispose of, either voluntarily or involuntarily, or any agreement to dispose of, directly or indirectly, or establishment or increase
of a put equivalent position or liquidation with respect to or decrease of a call equivalent position with respect to, any security,
(ii) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of
ownership of any security, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (iii) public
announcement of any intention to effect any transaction specified in clause ‎(b)‎(i) or ‎(b)‎(ii);
(b) “immediate family” shall mean a spouse, domestic partner, child, grandchild or other lineal descendant (including
by adoption), father, mother, brother or sister of the applicable party hereto; (c) “affiliate” means, with respect
to any individual or legal entity, a legal entity that Control, is Controlled by, or is under the same Control of that individual or
legal entity; (d) “Control” shall have the meaning defined in the Brazilian Corporations Law (Law No. 6,404/76);
(e) “Feffer Parties” means, collectively, Fourbac Participações
S/A and its shareholders Campo Limpo Comércio e Representações Ltda, Sollar Comércio e Participações
Ltda., Ultrassom Serviços de Áudio Ltda., Oxumaré Comércio e Participações Ltda. and any of
their respective Affiliates who may become holders of Equity Interests in accordance with terms of this Agreement; (f) “Temasek
Parties” means, collectively, Sommerville Investments B.V., Orjen Investments Pte. Ltd. and any of their respective Affiliates
who may become holders of Equity Interests in accordance with terms of this Agreement; and (g) “Founder” means,
collectively, Luiz Augusto Chacon de Freitas Filho, any Equity Holder beneficially owned by Luiz Augusto Chacon de Freitas Filho, directly
or indirectly, including their respective Shareholder Entities, and any of their respective Affiliates who may become holders of Equity
Interests in accordance with terms of this Agreement.


 


4.3.            Assignment.
No Party shall assign or delegate (in whole or in part) its rights or obligations under this Agreement without the prior written consent
of the other Parties.


 


4.4.            Binding
Nature. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted
assigns and shall be enforceable by the Parties hereto and their respective successors and permitted assigns.


 


4.5.            Enforcement
Instrument and Specific Performance. All obligations assumed herein are irrevocable and irreversible and subject to specific performance.
The aggrieved party is entitled to resort to any action or judicial or extrajudicial proceeding to have this Agreement observed and all
obligations assumed herein fulfilled, and any party may file suit against the defaulting party, seeking (i) specific performance
of obligations; and/or (ii) indemnification for losses. This Agreement constitutes an extrajudicial enforcement instrument, pursuant
to article 784, III, of the Brazilian Code of Civil Procedure.


 






    12


     


    

 


4.6.            Digital
Signatures. The Parties represent and agree that this Agreement may be signed using DocuSign® provided by DocuSign, Inc.
(“Digital Signature System”). The parties acknowledge the truthfulness, authenticity, integrity, effectiveness and
efficacy of this Agreement and its terms, including its exhibits, and of the Digital Signature System, even if without the digital
certificate issued by the Brazilian Public Keys Infrastructure (Infraestrutura de Chaves Públicas Brasileira – ICP-Brazil).
Regardless of any delay by any of the parties to provide their digital signatures in this document, the parties represent and acknowledge
that the rights and obligations provided herein shall be deemed valid, effective and enforceable as of the date of signature indicated
in the body of this document.


 


4.7.            Termination.
This Agreement shall automatically terminate upon the earliest to occur of (a) the Acquisition Closing and (b) the date
on which the Business Combination Agreement is terminated for any reason in accordance with its terms. In the event of a termination
of the Business Combination Agreement in accordance with its terms, this Agreement shall be of no force and effect. No such termination
or reversion shall relieve any Equity Holder or any Optionee from any obligation accruing, or liability resulting from an intentional
breach of this Agreement occurring prior to such termination or reversion


 


4.8.            Amendment.
This Agreement may be amended by the Parties at any time by execution of an instrument in writing signed on behalf of each of the Parties.


 


ARTICLE V


 


GOVERNING
LAW AND JURISDICTION


 


5.1.            Governing
Law. This Agreement, the rights and obligations of the parties hereunder shall be governed by, enforced and interpreted, in
accordance with the laws of the Federative Republic of Brazil.


 


5.2.            Disputes.
The Parties and their successors shall employ their best efforts to solve on an amicable basis any disputes, differences or claims related
to this Agreement.


 


5.3.            Jurisdiction.
Without prejudice to Section 11.8 of the Business Combination Agreement, which remains valid and in force, any and all dispute arising
out of or in connection with this Agreement, including without limitation, any issue related to its existence, validity, enforceability,
formation, interpretation, performance and/or termination, which may not be solved on an amicable basis by the parties and/or the Company,
as applicable, shall be finally settled by arbitration, administered by the Arbitration and Mediation Center of the Brazil-Canada
Chamber of Commerce (“CAM-CCBC”), in accordance with its arbitration rules (“Arbitration Rules”)
and Law No. 9,307/96. The arbitral tribunal shall consist of three arbitrators, of whom one shall be appointed by the claimant,
one by the respondent, and the third, who shall serve as president of the arbitral tribunal, shall be chosen by the two party-appointed
arbitrators. In the event the parties to the arbitration fail to appoint an arbitrator or the party-appointed arbitrators are unable
to appoint the third arbitrator, the remaining appointments shall be made by the president of CAM-CCBC, in accordance with the


 


 


Arbitration
Rules. The seat of arbitration shall be the city of São Paulo, State of São Paulo, Brazil. The language of the arbitration
shall be Portuguese. The arbitral award shall be rendered in Portuguese. The arbitral award shall be final and binding upon the parties
to the arbitration and their successors at any title. The parties waive any right to appeal, to the extent that a right to appeal may
lawfully be waived. Before the constitution of the arbitral tribunal, the parties may request provisional and/or urgent measures to the
courts of the city of São Paulo, State of São Paulo, Brazil. After the constitution of the arbitral tribunal, all provisional
and/or urgent measures shall be requested directly to the arbitral tribunal, and the arbitral tribunal may uphold, modify and/or revoke
the order granted by the courts of the city of São Paulo, State of São Paulo, Brazil. As to other judicial measures available
under Law No. 9,307/96, the parties hereby agree to elect the exclusive jurisdiction of the courts of the city of São Paulo,
State of São Paulo, Brazil. Requesting any judicial measure available under Law No. 9,307/96 shall not be construed as a
waiver of the rights under this arbitration clause or a waiver of arbitration as the sole dispute resolution mechanism agreed between
the parties hereto. The parties hereto agree that the arbitral proceedings shall be confidential.


 


[Page intentionally
left in blank. Signature pages follow.]


 






    13


     


    

 


IN WITNESS WHEREOF, the Parties have executed
and delivered this Investment Agreement as of the date first above written.


 


	 	SUPERBAC
    BIOTECHNOLOGY SOLUTIONS S.A.
	 	 
	 	By:	 
	 	 	Name: Luiz Augusto Chacon
    de Freitas Filho
	 	 	Title: Chief Executive
    Officer


 


[Signature Page to Investment Agreement]


 






    


     


    

 


	 	XPAC ACQUISITION
    CORP.
	 	 
	 	By:	 
	 	 	Name: Chu Chiu Kong
	 	 	Title: Chief Executive
    Officer and Chairman of the Board of Directors


 


[Signature Page to Investment Agreement]


 






    


     


    

 


	 	EQUITY HOLDER:
	 	 
	 	BIO-GÊNESIS PARTICIPAÇÕES S.A.




 


	 	By:	 






	 	Name: Luiz Augusto Chacon de Freitas Filho
	 	Title: Officer




 


[Signature Page to Investment Agreement]


 






    


     


    

 


	 	EQUITY HOLDER:
	 	 
	 	SOMMERVILLE INVESTMENTS B.V.




 


	 	By:	 






	 	Name: Bruno de Luca Zanatta




 


[Signature Page to Investment Agreement]


 






    


     


    

 


	 	EQUITY HOLDER:
	 	 
	 	ORJEN INVESTMENTS PTE. LTD.




 





	 	By:	 






	 	Name: Bruno de Luca Zanatta




 


[Signature Page to Investment Agreement]


 






    


     


    

 


	 	EQUITY HOLDER:
	 	 
	 	SB PARTICIPAÇÕES S.A.




 


	 	By:	 







	 	Name: Luiz Augusto Chacon de Freitas Filho
	 	Title: Officer




 


[Signature Page to Investment Agreement]


 






    


     


    

 


	 	EQUITY HOLDER:
	 	 
	 	FOURBAC PARTICIPAÇÕES S.A.




 


	 	By:	 







	 	Name: Marcel Paes de Almeida Piccinno
	 	Title: Officer




 


	 	By:	 







	 	Name: Maria Cecília Castro Neves Ipiña
	 	Title: Legal




 


[Signature Page to Investment Agreement]


 






    


     


    

 


	 	EQUITY HOLDER:
	 	 
	 	 
	 	Daniel Citron




 


[Signature Page to
Investment Agreement]


 






    


     


    

 


	 	EQUITY HOLDER:
	 	 
	 	 
	 	André Jafferian Neto




 


[Signature Page to Investment Agreement]


 






    


     


    

 


	 	EQUITY HOLDER:
	 	 
	 	AJNETO PARTICIPAÇÕES LTDA.




 


	 	By:	 







	 	Name: André Jafferian Neto
	 	Title: Board Member




 


[Signature Page to Investment Agreement]


 






    


     


    

 


	 	EQUITY HOLDER:
	 	 
	 	 
	 	Luiz Augusto Chacon de Freitas Filho




 


[Signature Page to
Investment Agreement]


 






    


     


    

 


	 	EQUITY HOLDER:
	 	 
	 	MORUNGABA PARTICIPAÇÕES LTDA.




 


	 	By:	 






	 	Name: Renato Ochman
	 	Title: Director





 


[Signature Page to Investment Agreement]


 






    


     


    

 


	 	OPTIONEE:
	 	 
	 	 
	 	Mozart Soares Fogaça Junior




 


[Signature Page to Investment Agreement]


 






    


     


    

 


	 	OPTIONEE:
	 	 
	 	 
	 	Giuliano Pauli




 


[Signature Page to Investment Agreement]


 






    


     


    

 


	 	OPTIONEE:
	 	 
	 	 
	 	Wilson Ernesto da Silva




 


[Signature Page to Investment Agreement]


 






    


     


    

 


	 	EQUITY HOLDER:
	 	 
	 	GIC PATRIMONIAL LTDA.




 


	 	By:	 






	 	Name: Luiz Augusto de Chacon Freitas
	 	Title: Presidente




 


[Signature Page to Investment Agreement]


 






    


     


    

 


Schedule A


Equity Interests and Options


 


[Schedule A has been omitted in accordance with
Item 601(b)(2) of Regulation S-K. XPAC agrees to furnish supplementally a copy of Schedule A to the SEC upon its request.]


 






    


     


    

 


Schedule B


Newco Shares


 


[Schedule B has been omitted in accordance with
Item 601(b)(2) of Regulation S-K. XPAC agrees to furnish supplementally a copy of Schedule B to the SEC upon its request.]


 






    


     


    

 


Schedule C


Power of Attorney


 


[Schedule C has been omitted in accordance with
Item 601(b)(2) of Regulation S-K. XPAC agrees to furnish supplementally a copy of Schedule C to the SEC upon its request.]


 






    


     


    

 


Schedule D


Parties’ Information


 


[Schedule D has been omitted in accordance with
Item 601(b)(2) of Regulation S-K. XPAC agrees to furnish supplementally a copy of Schedule D to the SEC upon its request.]


 






    


     


    

 


Schedule E


Instrument of Termination - Shareholders
Agreement of Superbac Biotechnology Solutions S.A.


 


[Schedule E has been omitted in accordance with
Item 601(b)(2) of Regulation S-K. XPAC agrees to furnish supplementally a copy of Schedule E to the SEC upon its request.]