Exhibit 10.2


 


Execution Version


 


AMENDED AND RESTATED SPONSOR SUPPORT AGREEMENT


 


This AMENDED AND RESTATED
SPONSOR SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of October 14, 2022, by and among Caravelle
International Group, a Cayman Islands exempted company (“PubCo”), Caravelle Group Co., Ltd.,
a Cayman Islands exempted company (the “Company”), Pacifico Acquisition Corp., a Delaware corporation
(the “SPAC”), Pacifico Capital LLC, a Delaware limited liability company (the “Sponsor”),
and the other undersigned parties who hold Subject Shares (as defined below) together with the Sponsor (such other parties, the “Insiders”
and together with the Sponsor, the “Founder Holders”).


 


WHEREAS, on April 5,
2022, PubCo, SPAC, Pacifico International Group, a Cayman Islands exempted company and a wholly-owned subsidiary of the PubCo (“Merger
Sub 1”), Pacifico Merger Sub 2 Inc., a Delaware corporation and a wholly-owned subsidiary of the of PubCo (“Merger
Sub 2”) and the Company, have entered into an Agreement and Plan of Merger which was amended by the Amended and Restated
Agreement and Plan of Merger dated August 15, 2022 (as the same may be amended, restated or supplemented, the “Merger Agreement”;
capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Merger Agreement) pursuant to which,
among other things, Merger Sub 1 will merge with and into the Company, with the Company continuing as the surviving entity and a wholly-owned
subsidiary of PubCo (the “Initial Merger”), and Merger Sub 2 will merge with and into SPAC, with SPAC continuing
as the surviving entity and a wholly-owned subsidiary of PubCo (the “SPAC Merger” and together with the Initial
Merger, the “Transactions” or “Mergers,” or “Merger” as
applicable); and


 


WHEREAS, each Founder
Holder is, as of the date of this Agreement, the sole legal owner of the number of outstanding shares of common stock of the SPAC (“SPAC
Common Stock”) set forth opposite such Founder Holder’s name on Schedule A hereto (such SPAC Common Stock owned
by the Founder Holders, together with any additional shares of SPAC Common Stock or other SPAC capital stock (including any securities
convertible into or exercisable or for SPAC Common Stock or other capital stock), whether by purchase, as a result of a stock dividend,
stock split, recapitalization, combination, reclassification, exchange or change of such shares, or upon the exercise or conversion of
any securities, acquired by the Founder Holders after the date hereof and prior to the Agreement End Date being collectively referred
to herein as the “Subject Shares”); and


 


WHEREAS, as a condition
to their willingness to enter into the Merger Agreement, PubCo, SPAC and the Company had requested that each Founder Holder enter into
and entered into certain Sponsor Support Agreement (the “Original Support Agreement”) on April 5, 2022.


 


NOW, THEREFORE, in
consideration of the premises set forth above, which are incorporated in this Agreement as if fully set forth below, and the representations,
warranties, covenants and agreements contained in this Agreement and the Merger Agreement, and intending to be legally bound hereby, the
parties hereto agree to amend and restate the Original Support Agreement in its entirety as follows:


 






     


     


    

 


ARTICLE
I



Representations and Warranties of Each Founder Holder


 


Each Founder Holder hereby
represents and warrants, severally and not jointly, to the Company, PubCo and the SPAC as follows:


 


1.1 Organization
and Standing; Authorization. Such Founder Holder, (a) if a natural person, is of legal age to execute this Agreement and is
legally competent to do so, and (b) if the Founder Holder is not a natural person, (i) has been duly organized and is validly existing
and in good standing under the Laws of the State of Delaware or other state of its formation, (ii) has all requisite corporate or limited
liability power and authority, as applicable, to own, lease and operate its properties and to carry on its business as now being conducted,
(iii) has all requisite power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate
the transactions contemplated hereby and (iv) is duly qualified or licensed and in good standing to do business in each jurisdiction in
which the character of the property owned, leased or operated by it or the nature of the business conducted by it makes such qualification
or licensing necessary. If the Founder Holder is not a natural person, the execution and delivery of this Agreement and the consummation
of the transactions contemplated hereby have been duly and validly authorized and no other corporate proceedings on the part of such Founder
Holder are necessary to authorize the execution and delivery of this Agreement or to consummate the transactions contemplated hereby.


 


1.2 Binding
Agreement. This Agreement has been or shall be when delivered, duly and validly executed and delivered by such Founder Holder
and, assuming the due authorization, execution and delivery of this Agreement by the other parties hereto, constitutes, or when delivered
shall constitute, the valid and binding obligation of such Founder Holder, enforceable against such Founder Holder in accordance with
its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar Laws affecting creditor’s
rights generally and to general principles of equity (collectively, the “Enforceability Exceptions”).


 


1.3 Governmental
Approvals. No consent of or with any Governmental Authority on the part of such Founder Holder is required to be obtained or
made in connection with the execution, delivery or performance by such Founder Holder of this Agreement or the consummation by such Founder
Holder of the transactions contemplated hereby, other than (a) applicable requirements, if any, of the Securities Act, the Exchange Act,
and/ or any state “blue sky” securities Laws, and the rules and regulations thereunder and (b) where the failure to obtain
or make such consents or to make such filings or notifications has not had, and would not reasonably be expected to have, individually
or in the aggregate, a material adverse effect on the ability of such Founder Holder to enter into and perform this Agreement and to consummate
the transactions contemplated hereby.


 


1.4 Non-Contravention.
The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby and compliance with any of the
provisions hereof by such Founder Holder will not (a) conflict with or violate any provision of the certificate of incorporation or formation,
bylaws, limited liability company agreement or similar organizational documents of such Founder Holder, if and as applicable (collectively,
the “Organizational Documents”), (b) conflict with or violate any Law, Governmental Order or required consent
or approval applicable to such Founder Holder or any of its properties or assets, or (c) (i) violate, conflict with or result in a breach
of, (ii) constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, (iii) result
in the termination, withdrawal, suspension, cancellation or modification of, (iv) accelerate the performance required by such Founder
Holder under, (v) result in a right of termination or acceleration under, (vi) give rise to any obligation to make payments or provide
compensation under, (vii) result in the creation of any Lien (other than Permitted Lien) upon any of the properties or assets of such
Founder Holder under, (viii) give rise to any obligation to obtain any third party consent or approval from any Person or (ix) give any
Person the right to declare a default, exercise any remedy, accelerate the maturity or performance, cancel, terminate or modify any right,
benefit, obligation or other term under, any of the terms, conditions or provisions of, any material Contract of such Founder Holder,
except for any deviations from any of the foregoing clauses (b) or (c) that has not had, and would not reasonably be expected to have,
individually or in the aggregate, a material adverse effect on the ability of such Founder Holder to enter into and perform this Agreement
and to consummate the transactions contemplated hereby.


 






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1.5 Subject
Shares. As of the date of this Agreement, such Founder Holder has sole legal and beneficial ownership of the Subject Shares
set forth opposite such Founder Holder’s name on Schedule A hereto, and all such Subject Shares are owned by such Founder
Holder free and clear of all Liens, other than liens or encumbrances pursuant to this Agreement, the Organizational Documents of SPAC
or applicable federal or state securities laws. Other than the Subject Shares, such Founder Holder does not legally or beneficially own
any SPAC Common Stock or any other SPAC capital stock or securities that are convertible into or exercisable or for SPAC Common Stock
or other capital stock. Such Founder Holder has the sole right to vote the Subject Shares, and none of the Subject Shares is subject to
any voting trust or other agreement, arrangement or restriction with respect to the voting of the Subject Shares, except as contemplated
by this Agreement or the Organizational Documents of the SPAC.


 


1.6 Merger
Agreement. Such Founder Holder understands and acknowledges that PubCo, SPAC and the Company are entering into the Merger Agreement
in reliance upon such Founder Holder’s execution and delivery of this Agreement. Such Founder Holder has received a copy of the
Merger Agreement and is familiar with the provisions of the Merger Agreement.


 


1.7 Adequate
Information. Each of the Founder Holders is a sophisticated shareholder and has adequate information concerning the business and financial
condition of SPAC, PubCo and the Company to make an informed decision regarding this Agreement and the transactions contemplated by the
Merger Agreement and has independently and without reliance upon SPAC, PubCo or the Company and based on such information as such Founder
Holder has deemed appropriate, made its own analysis and decision to enter into this Agreement. Each Founder Holder acknowledges that
SPAC, PubCo and the Company have not made and do not make any representation or warranty, whether express or implied, of any kind or character
except as expressly set forth in this Agreement. Each of the Founder Holders acknowledges that the agreements contained herein with respect
to the Subject Shares held by such Founder Holder are irrevocable unless the Merger Agreement is terminated in accordance with its terms
and shall only terminate upon the termination of this Agreement.


 






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ARTICLE
II



Representations and Warranties of SPAC


 


SPAC hereby represents and
warrants to the Founder Holders, PubCo and the Company as follows:


 


2.1 Organization
and Standing. SPAC is a corporation duly incorporated, validly existing and in good standing under the Laws of the State of
Delaware. SPAC has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as
now being conducted. SPAC is duly qualified or licensed and in good standing to do business in each jurisdiction in which the character
of the property owned, leased or operated by it or the nature of the business conducted by it makes such qualification or licensing necessary.


 


2.2 Authorization;
Binding Agreement. SPAC has all requisite corporate power and authority to execute and deliver this Agreement, to perform its
obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation
of the transactions contemplated hereby have been duly and validly authorized by the board of directors of SPAC and, other than the SPAC
Stockholders’ Approval, no other corporate proceedings on the part of SPAC are necessary to authorize the execution and delivery
of this Agreement or to consummate the transactions contemplated hereby. This Agreement has been or shall be when delivered, duly and
validly executed and delivered by SPAC and, assuming the due authorization, execution and delivery of this Agreement by the other parties
hereto, constitutes, or when delivered shall constitute, the valid and binding obligation of SPAC, enforceable against SPAC in accordance
with its terms and subject to the Enforceability Exceptions.


 


2.3 Governmental
Approvals. No consent of or with any Governmental Authority on the part of SPAC is required to be obtained or made in connection
with the execution, delivery or performance of this Agreement or the consummation by SPAC of the transactions contemplated hereby, other
than (a) applicable requirements, if any, of the Securities Act, the Exchange Act, and/ or any state “blue sky” securities
Laws, and the rules and regulations thereunder and (b) where the failure to obtain or make such consents or to make such filings or notifications
has not had, and would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the ability
of SPAC to enter into and perform this Agreement and to consummate the transactions contemplated hereby.


 


2.4 Non-Contravention.
The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby and compliance with any of the
provisions hereof by SPAC will not (a) conflict with or violate any provision of Organizational Documents of SPAC, (b) conflict with or
violate any Law, Governmental Order or required consent or approval applicable to SPAC or any of its properties or assets, or (c) (i)
violate, conflict with or result in a breach of, (ii) constitute a default (or an event which, with notice or lapse of time or both, would
constitute a default) under, (iii) result in the termination, withdrawal, suspension, cancellation or modification of, (iv) accelerate
the performance required by SPAC under, (v) result in a right of termination or acceleration under, (vi) give rise to any obligation to
make payments or provide compensation under, (vii) result in the creation of any Lien (other than Permitted Lien) upon any of the properties
or assets of SPAC under, (viii) give rise to any obligation to obtain any third party consent or approval from any Person or (ix) give
any Person the right to declare a default, exercise any remedy, accelerate the maturity or performance, cancel, terminate or modify any
right, benefit, obligation or other term under, any of the terms, conditions or provisions of, any material Contract of SPAC, except for
any deviations from any of the foregoing clauses (b) or (c) that has not had, and would not reasonably be expected to have, individually
or in the aggregate, a material adverse effect on the ability of SPAC to enter into and perform this Agreement and to consummate the transactions
contemplated hereby.


 






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ARTICLE
III



Representations and Warranties of the Company


 


The Company hereby represents
and warrants to the Founder Holders, PubCo and SPAC as follows:


 


3.1 Organization
and Standing. The Company is an exempted company duly incorporated, validly existing and in good standing under Cayman Islands
law. The Company has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business
as now being conducted. The Company is duly qualified or licensed and in good standing to do business in each jurisdiction in which the
character of the property owned, leased or operated by it or the nature of the business conducted by it makes such qualification or licensing
necessary.


 


3.2 Authorization;
Binding Agreement. The Company has all requisite corporate power and authority to execute and deliver this Agreement, to perform
its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the
consummation of the transactions contemplated hereby have been duly and validly authorized by the board of directors of the Company and,
other than the Company Written Consent, no other corporate proceedings on the part of the Company are necessary to authorize the execution
and delivery of this Agreement or to consummate the transactions contemplated hereby. This Agreement has been or shall be when delivered,
duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery of this Agreement by
the other parties hereto, constitutes, or when delivered shall constitute, the valid and binding obligation of the Company, enforceable
against the Company in accordance with its terms, subject to the Enforceability Exceptions.


 


3.3 Governmental
Approvals. No consent of or with any Governmental Authority on the part of the Company is required to be obtained or made in
connection with the execution, delivery or performance by the Company of this Agreement or the consummation by the Company of the transactions
contemplated hereby, other than (a) applicable requirements, if any, of the Securities Act, the Exchange Act, and/ or any state “blue
sky” securities Laws, and the rules and regulations thereunder and (b) where the failure to obtain or make such consents or to make
such filings or notifications has not had, and would not reasonably be expected to have, individually or in the aggregate, a material
adverse effect on the ability of the Company to enter into and perform this Agreement and to consummate the transactions contemplated
hereby.


 






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3.4 Non-Contravention.
The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby and compliance with any of the
provisions hereof by the Company will not (a) conflict with or violate any provision of Organizational Documents of the Company, (b) conflict
with or violate any Law, Governmental Order or required consent or approval applicable to the Company or any of its properties or assets,
or (c) (i) violate, conflict with or result in a breach of, (ii) constitute a default (or an event which, with notice or lapse of time
or both, would constitute a default) under, (iii) result in the termination, withdrawal, suspension, cancellation or modification of,
(iv) accelerate the performance required by the Company under, (v) result in a right of termination or acceleration under, (vi) give rise
to any obligation to make payments or provide compensation under, (vii) result in the creation of any Lien (other than Permitted Lien)
upon any of the properties or assets of the Company under, (viii) give rise to any obligation to obtain any third party consent or approval
from any Person or (ix) give any Person the right to declare a default, exercise any remedy, accelerate the maturity or performance, cancel,
terminate or modify any right, benefit, obligation or other term under, any of the terms, conditions or provisions of, any material Contract
of the Company, except for any deviations from any of the foregoing clauses (b) or (c) that has not had, and would not reasonably be expected
to have, individually or in the aggregate, a material adverse effect on the ability of the Company to enter into and perform this Agreement
and to consummate the transactions contemplated hereby.


 


ARTICLE
IV



Representations and Warranties of PubCo


 


The PubCo hereby represents
and warrants to the Founder Holders, Company and SPAC as follows:


 


4.1 Organization
and Standing. The PubCo is an exempted company duly incorporated, validly existing and in good standing under Cayman Islands
law. The PubCo has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as
now being conducted. The PubCo is duly qualified or licensed and in good standing to do business in each jurisdiction in which the character
of the property owned, leased or operated by it or the nature of the business conducted by it makes such qualification or licensing necessary.


 


4.2 Authorization;
Binding Agreement. The PubCo has all requisite corporate power and authority to execute and deliver this Agreement, to perform
its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the
consummation of the transactions contemplated hereby have been duly and validly authorized by the board of directors and shareholders
of the PubCo and no other corporate proceedings on the part of the PubCo are necessary to authorize the execution and delivery of this
Agreement or to consummate the transactions contemplated hereby. This Agreement has been or shall be when delivered, duly and validly
executed and delivered by the PubCo and, assuming the due authorization, execution and delivery of this Agreement by the other parties
hereto, constitutes, or when delivered shall constitute, the valid and binding obligation of the PubCo, enforceable against the PubCo
in accordance with its terms, subject to the Enforceability Exceptions.


 






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4.3 Governmental
Approvals. No consent of or with any Governmental Authority on the part of the PubCo is required to be obtained or made in
connection with the execution, delivery or performance by the PubCo of this Agreement or the consummation by the PubCo of the transactions
contemplated hereby, other than (a) applicable requirements, if any, of the Securities Act, the Exchange Act, and/ or any state “blue
sky” securities Laws, and the rules and regulations thereunder and (b) where the failure to obtain or make such consents or to make
such filings or notifications has not had, and would not reasonably be expected to have, individually or in the aggregate, a material
adverse effect on the ability of the PubCo to enter into and perform this Agreement and to consummate the transactions contemplated hereby.


 


4.4 Non-Contravention.
The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby and compliance with any of the
provisions hereof by the PubCo will not (a) conflict with or violate any provision of Organizational Documents of the PubCo, (b) conflict
with or violate any Law, Governmental Order or required consent or approval applicable to the PubCo or any of its properties or assets,
or (c) (i) violate, conflict with or result in a breach of, (ii) constitute a default (or an event which, with notice or lapse of time
or both, would constitute a default) under, (iii) result in the termination, withdrawal, suspension, cancellation or modification of,
(iv) accelerate the performance required by the PubCo under, (v) result in a right of termination or acceleration under, (vi) give rise
to any obligation to make payments or provide compensation under, (vii) result in the creation of any Lien (other than Permitted Lien)
upon any of the properties or assets of the PubCo under, (viii) give rise to any obligation to obtain any third party consent or approval
from any Person or (ix) give any Person the right to declare a default, exercise any remedy, accelerate the maturity or performance, cancel,
terminate or modify any right, benefit, obligation or other term under, any of the terms, conditions or provisions of, any material Contract
of the PubCo, except for any deviations from any of the foregoing clauses (b) or (c) that has not had, and would not reasonably be expected
to have, individually or in the aggregate, a material adverse effect on the ability of the PubCo to enter into and perform this Agreement
and to consummate the transactions contemplated hereby.


 


ARTICLE
V



Agreement to Vote; Certain Other Covenants of the Founder Holders


 


Each Founder Holder covenants
and agrees with SPAC, PubCo and the Company during the term of this Agreement as follows:


 


5.1 Agreement
to Vote.


 


(a) In
Favor of Merger. At any meeting of the stockholders of SPAC called to seek the SPAC Stockholders’ Approval, or at any adjournment
thereof, or in connection with any written consent of the stockholders of SPAC or in any other circumstances upon which a vote, consent
or other approval with respect to the Merger Agreement, any other Ancillary Agreements, the Merger, or any other Transactions is sought,
each Founder Holder shall (i) if a meeting is held, appear at such meeting or otherwise cause the Subject Shares to be counted as present
at such meeting for purposes of establishing a quorum, and (ii) vote or cause to be voted (including by class vote and/or written consent,
if applicable) the Subject Shares in favor of granting the SPAC Stockholders’ Approval or, if there are insufficient votes in favor
of granting the SPAC Stockholders’ Approval, in favor of the adjournment or postponement of such meeting of the stockholders of
SPAC to a later date but not past the Agreement End Date.


 






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(b) Against
Other Transactions. At any meeting of stockholders of SPAC or at any adjournment thereof, or in connection with any written consent
of the stockholders of SPAC or in any other circumstances upon which such Founder Holder’s vote, consent or other approval is sought,
such Founder Holder shall vote (or cause to be voted) the Subject Shares (including by proxy, withholding class vote and/or written consent,
if applicable) against (i) any business combination agreement, merger agreement or merger (other than the Merger Agreement and the Merger),
scheme of arrangement, business combination, consolidation, combination, sale of substantial assets, reorganization, recapitalization,
dissolution, liquidation or winding up of or by SPAC or any public offering of any shares of SPAC capital stock, or, in case of a public
offering only, a newly-formed holding company of SPAC or such material Subsidiaries, other than in connection with the Transactions, (ii)
any Alternative Transaction relating to SPAC, and (iii) other than any amendment to Organizational Documents of SPAC expressly permitted
under the terms of the Merger Agreement, any amendment of Organizational Documents of SPAC or other proposal or transaction involving
SPAC or any of its Subsidiaries, which, in each of cases (i) and (iii) of this sentence, would be reasonably likely to in any material
respect impede, interfere with, delay or attempt to discourage, frustrate the purposes of, result in a breach by SPAC of, prevent or nullify
any provision of the Merger Agreement or any other Ancillary Agreement, the Mergers, any other Transactions or change in any manner the
voting rights of any class of SPAC’s share capital.


 


(c) Revoke
Other Proxies. Each Founder Holder represents and warrants that any proxies heretofore given in respect of the Subject Shares that
may still be in effect are not irrevocable, and such proxies have been or are hereby revoked, other than the voting and other arrangements
under the Organizational Documents of SPAC.


 


5.2 No
Transfer. Other than (x) pursuant to this Agreement, (y) upon the written consent of the Company or (z) to an Affiliate of
such Founder Holder (provided that such Affiliate shall enter into a written agreement, in form and substance reasonably satisfactory
to SPAC and the Company, agreeing to be bound by this Agreement to the same extent as such Founder Holder was with respect to such transferred
Subject Shares), from the date of this Agreement until the date of termination of this Agreement, such Founder Holder shall not, directly
or indirectly, (i) (a) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option, right or warrant to purchase
or otherwise transfer, dispose of or agree to transfer or dispose of (including by gift, tender or exchange offer, merger or operation
of law), directly or indirectly, encumber or establish or increase a put equivalent position or liquidate or decrease a call equivalent
position within the meaning of Section 16 of the Exchange Act, and the rules and regulations of the Securities and Exchange Commission
(the “SEC”) promulgated thereunder, any Subject Share, (b) enter into any swap or other arrangement that transfers
to another, in whole or in part, any of the economic consequences of ownership of any Subject Shares, whether any such transaction is
to be settled by delivery of such securities, in cash or otherwise, or (c) publicly announce any intention to effect any transaction specified
in clause (a) or (b) (the actions specified in clauses (a)-(c), collectively, “Transfer”), or enter into any
Contract, option or other arrangement (including any profit sharing arrangement) with respect to the Transfer of, any Subject Shares to
any Person other than pursuant to the Merger, (ii) grant any proxies or enter into any voting arrangement, whether by proxy, voting agreement,
voting trust, voting deed or otherwise (including pursuant to any loan of Subject Shares), or enter into any other agreement, with respect
to any Subject Shares, in each case, other than as set forth in this Agreement or the voting and other arrangements under the Organizational
Documents of SPAC, (iii) take any action that would make any representation or warranty of such Founder Holder herein untrue or incorrect,
or have the effect of preventing or disabling such Founder Holder from performing its obligations hereunder, or (iv) commit or agree to
take any of the foregoing actions or take any other action or enter into any Contract that would reasonably be expected to make any of
its representations or warranties contained herein untrue or incorrect or would have the effect of preventing or delaying such Founder
Holder from performing any of its obligations hereunder. Any action attempted to be taken in violation of the preceding sentence will
be null and void. Each Founder Holder agrees with, and covenants to, SPAC, PubCo and the Company that such Founder Holder shall not request
that SPAC register the Transfer (by book-entry or otherwise) of any certificated or uncertificated interest representing any of the Subject
Shares. Each Founder Holder hereby agrees not to, and not to permit any Person under such Founder Holder’s control to deposit any
of such Founder Holder’s Subject Shares in a voting trust or subject any of the Subject Shares owned beneficially or of record by
such Founder Holder to any arrangement with respect to the voting of such Subject Shares other than agreements entered into with Company.


 






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5.3 No
Solicitation. Prior to the Agreement End Date, each Founder Holder agrees not to, directly or indirectly, (i) solicit, initiate
or knowingly encourage or facilitate any inquiry, proposal, or offer which constitutes, or could reasonably be expected to lead to, an
Acquisition Proposal in their capacity as such, (ii) participate in any discussions or negotiations regarding, or furnish or receive to
or from any Person (other than the Company, PubCo, Merger Sub 1, Merger Sub 2, the Company’s Affiliates and their respective Representatives)
any nonpublic information relating to the SPAC or its Subsidiaries, in connection with any Acquisition Proposal, (iii) approve or recommend,
or make any public statement approving or recommending an Acquisition Proposal, (iv) enter into any letter of intent, merger agreement
or similar agreement providing for an Acquisition Proposal, (v) make, or in any manner participate in a “solicitation” (as
such term is used in the rules of the SEC) of proxies or powers of attorney or similar rights to vote, or seek to advise or influence
any Person with respect to voting of SPAC capital stock intending to facilitate any Acquisition Proposal or cause any holder of shares
of SPAC capital stock not to vote to adopt the Merger Agreement and approve the Merger, (vi) become a member of a “group”
(as such term is defined in Section 13(d) of the Exchange Act) with respect to any voting securities of SPAC that takes any action in
support of an Acquisition Proposal or (vii) otherwise resolve or agree to do any of the foregoing. Each Founder Holder shall promptly
(and in any event within 48 hours) notify the Company after receipt by such Founder Holder of any Acquisition Proposal, any inquiry or
proposal that would reasonably be expected to lead to an Acquisition Proposal or any inquiry or request for nonpublic information relating
to the SPAC or its Subsidiaries by any Person who has made or would reasonably be expected to make an Acquisition Proposal. Thereafter,
such Founder Holder shall keep the Company reasonably informed, on a prompt basis (and in any event within 48 hours), regarding any material
changes in the status and material terms of any such proposal or offer. Each Founder Holder agrees that, following the date hereof, it
and its Representatives shall cease and cause to be terminated any existing activities, solicitations, discussions or negotiations by
such Founder Holder or its Representatives with any parties conducted prior to the date hereof with respect to any Acquisition Proposal.
Notwithstanding anything contained herein to the contrary, (i) no Founder Holder shall be responsible for the actions of SPAC or its board
of directors (or any committee thereof), any Subsidiary of SPAC, or any officers, directors (in their capacities as such), employees,
professional advisors of any of the foregoing (the “SPAC Related Parties”), including with respect to any of
the matters contemplated by this Section 5.3, (ii) no Founder Holder makes any representations or warranties with respect to the action
of any of the SPAC Related Parties and (iii) any breach by SPAC of its obligations under the Merger Agreement shall not be considered
a breach of this Section 5.3 (for the avoidance of doubt, it being understood that each Founder Holder shall remain responsible for any
breach by it or its Representatives (other than any such Representative that is a SPAC Related Party) of this Section 5.3.


 


5.4 Support
of Mergers. Prior to the Agreement End Date, each Founder Holder shall use reasonable best efforts to take, or cause to be
taken, all actions and to do, or cause to be done, all things reasonable necessary to consummate the Mergers on the terms and subject
to the conditions applicable thereto and shall not take any action that would reasonably be expected to materially delay or prevent the
satisfaction of any of the conditions to the Mergers set forth under the Merger Agreement.


 


5.5 Waiver
of Appraisal and Dissenters’ Rights. Each of the Founder Holders hereby irrevocably waives, and agrees not to exercise
or assert, any dissenters’ or appraisal rights under Section 262 of the DGCL and any other similar statute in connection with the
Merger and the Merger Agreement.


 


5.6 No
Redemption. Each of the Founder Holders irrevocably and unconditionally agrees that, from the date hereof and until the termination
of this Agreement, such Founder Holder shall not elect to cause SPAC to redeem any Subject Shares now or at any time legally or beneficially
owned by such Founder Holder or submit or surrender any of its Subject Shares for redemption, in connection with the transactions contemplated
by the Merger Agreement or otherwise.


 


5.7 New
Shares. In the event that prior to the Closing (i) any shares of SPAC capital stock or other securities of SPAC are issued
or otherwise distributed to such Founder Holder pursuant to any stock dividend or distribution, or any change in any of the SPAC shares
of capital stock by reason of any stock split-up, recapitalization, combination, exchange of shares or the like, (ii) such Founder Holder
acquires legal or beneficial ownership of any SPAC securities after the date of this Agreement, including upon exercise of rights, options
or settlement of restricted share units or (iii) such Founder Holder acquires the right to vote or share in the voting of any SPAC shares
of capital stock after the date of this Agreement (collectively, the “New Securities”), for the avoidance of
doubt, the terms “Subject Shares” shall be deemed to refer to and include such New Securities (including all such stock dividends
and distributions and any securities into which or for which any or all of the Subject Shares may be changed or exchanged into), unless
the inclusion of the New Securities in the definition of “Subject Shares” would violate Tender Offer Compliance and Disclosure
Interpretation 166.01. In the event that New Securities cannot be included in the term “Subject Shares” due to Tender Offer
Compliance and Disclosure Interpretation 166.01, such New Securities shall not be voted by the holder thereof.


 






    9


     


    

 


5.8 Waiver
of Anti-Dilution Protection. Each of the Founder Holders hereby waives, forfeits, surrenders and agrees not to exercise, assert or
claim, to the fullest extent permitted by applicable Law, any anti-dilution protection (if any) pursuant to the Organizational Documents
of SPAC in connection with the Transactions. Each Founder Holder acknowledges and agrees that (i) this Section 5.8 shall constitute written
consent waiving, forfeiting and surrendering any anti-dilution protection pursuant to the Organizational Documents SPAC in connection
with the Transactions; and (ii) such waiver, forfeiture and surrender granted hereunder shall only terminate upon the termination of this
Agreement.


 


5.9 Lock-Up.
Subject to the consummation of the SPAC Merger, each Founder Holder shall be restricted from selling, transferring or otherwise disposing
of, directly or indirectly, any PubCo Ordinary Shares converted into or received by such Founder Holder as a result of the SPAC Merger
(the “Lock-up Shares”) in the same way as set forth in the lock-up provisions of SPAC’s Form S-1 filed
with SEC. Each Founder Holder hereby authorizes and requests SPAC or the Company to notify SPAC’s transfer agent that there is a
stop transfer order with respect to all of the Lock-up Shares.


 


ARTICLE
VI



Additional Agreements of the Parties


 


6.1 Letter
Agreement. The Sponsor and SPAC hereby agree that from the date hereof until the termination of this Agreement, none of them
shall, or shall agree to, amend, modify or vary that certain letter agreement dated September 13, 2021, by and among the Sponsor and SPAC
(the “Letter Agreement”), except as otherwise provided for under this Agreement, the Merger Agreement or any
Ancillary Agreement.


 


6.2 Termination.
This Agreement shall terminate upon the earliest of (i) the unanimous written agreement of all the parties hereto and (ii) the termination
of the Merger Agreement in accordance with its terms, and upon such termination, no party shall have any liability hereunder other than
for its willful and material breach of this Agreement prior to such termination; provided, however, that no party to this Agreement shall
be relieved from any liability to the other party hereto resulting from a willful breach of this Agreement.


 


6.3 Further
Assurances. Each Founder Holder shall, from time to time, (i) execute and deliver, or cause to be executed and delivered, such
additional or further consents, documents and other instruments as SPAC, PubCo or the Company may reasonably request for the purpose of
effectively carrying out the transactions contemplated by this Agreement, the Merger Agreement and the other Ancillary Agreements and
(ii) refrain from exercising any veto right, consent right or similar right (whether under the Organizational Documents of SPAC or the
DGCL) which would impede, disrupt, prevent or otherwise adversely affect the consummation of the Mergers or any other Transaction.


 






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ARTICLE
VII



General Provisions


 


7.1 Notice.
All notices and other communications hereunder shall be in writing and shall be deemed given if delivered personally or sent by overnight
courier (providing proof of delivery) to the Company, PubCo and SPAC in accordance with Section 11.3 of the Merger Agreement and to such
Founder Holder at its address set forth set forth on Schedule A hereto (or at such other address for a party as shall be specified
by like notice).


 


7.2 Disclosure.
Each of the Founder Holders authorized SPAC, PubCo and the Company to publish and disclose in any announcement or disclosure required
by the SEC, the Founder Holder’s identity and ownership of the Subject Shares and the nature of the Founder Holder’s obligations
under this Agreement; provided, that prior to any such publication or disclosure SPAC, PubCo and the Company have provided the Founder
Holder with an opportunity to review and comment on such announcement or disclosure, which comments SPAC, PubCo and the Company will consider
in good faith.


 


7.3 Miscellaneous.
The provisions of Sections 11.4 –11.8, 11.10 - 17 of the Merger Agreement are incorporated herein by reference, mutatis mutandis,
as if set forth in full herein.


 


[Signature pages follow]


 




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IN WITNESS WHEREOF, each
party has duly executed this Agreement, all as of the date first written above.


 


	 	PACIFICO ACQUISITION CORP.
	 	 	 
	 	Signature: 	 
	 	Name:	Edward Cong Wang
	 	Title:	Chief Executive Officer



 


[Signature Page to Amended and Restated Sponsor
Support Agreement]


 




    12


     


    

 


IN WITNESS WHEREOF, each party
has duly executed this Agreement, all as of the date first written above.


 





	 	CARAVELLE INTERNATIONAL GROUP
	 	 	 
	 	Signature: 	 
	 	Name:	Edward Cong Wang
	 	Title:	Director


 


[Signature Page to Amended and Restated Sponsor
Support Agreement]


 




    13


     


    

 


IN WITNESS WHEREOF, each party
has duly executed this Agreement, all as of the date first written above.


 





	 	CARAVELLE GROUP CO., LTD.
	 	 	 
	 	Signature: 	 
	 	Name:	Guohua Zhang
	 	Title:	CEO


  


[Signature Page to Amended and Restated Sponsor
Support Agreement]


 




    14


     


    

 


IN WITNESS WHEREOF, each party
has duly executed this Agreement, all as of the date first written above.


 





	 	PACIFICO CAPITAL LLC
	 	 	 
	 	Signature: 	 
	 	Name:	Edward Cong Wang
	 	Title:	Member


 


[Signature Page to Amended and Restated Sponsor
Support Agreement]


 




    15


     


    

 


IN WITNESS WHEREOF, each party
has duly executed this Agreement, all as of the date first written above.


 


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



 


[Signature Page to Amended
and Restated Sponsor Support Agreement]


 




    16


     


    

 


Schedule A


 


	Name of Founder Holder	 	Number of

 Share of

 SPAC

 Common

 Stock	 
	Pacifico Capital LLC	 	 	1,652,500	 
	Edward Cong Wang	 	 	10,000	 
	Yi Zhong	 	 	5,000	 
	Raymond J. Gibbs	 	 	10,000	 
	Shiyun Shao	 	 	5,000	 
	Yue Tang	 	 	5,000	 



 


Addresses for Notice:


 


Pacifico Capital LLC 

521 Fifth Avenue 17th Floor

New York, NY 10175

Attn: Edward Cong Wang

Email: edwardwang@pacificocorp.com


 


Others


 


Edward Cong Wang 

c/o Pacifico Capital LLC

521 Fifth Avenue 17th Floor

New York, NY 10175

Attn: Edward Cong Wang

Email: edwardwang@pacificocorp.com


 


Yi Zhong

c/o Pacifico Capital LLC

521 Fifth Avenue 17th Floor

New York, NY 10175

Attn: Yi Zhong

Email: Zhongyi@pacificocorp.com


 


Raymond J. Gibbs

c/o Pacifico Capital LLC

521 Fifth Avenue 17th Floor

New York, NY 10175

Attn: Raymond J. Gibbs

Email: Raymondjohngibbs@pacificocorp.com


 


Shiyun Shao

c/o Pacifico Capital LLC

521 Fifth Avenue 17th Floor

New York, NY 10175

Attn: Shiyun Shao

Email: Stephanieshao@pacificocorp.com


 


Yue Tang

c/o Pacifico Capital LLC

521 Fifth Avenue 17th Floor

New York, NY 10175

Attn: Yue Tang

Email: Lauratang@pacificocorp.com


 


 


Sch. A-1