Exhibit 10.2


 


FORM OF JOINDER AGREEMENT


 


This Joinder Agreement (this “Agreement”)
is made as of [●], by [●] (“Joining Equity Holder”), pursuant to, and in accordance with, the Investment
Agreement dated as of April 26, 2022 ("Investment Agreement"), 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 parties listed on Schedule A to the Investment Agreement as the holder of Equity Interests (as defined in the Investment Agreement),
and as intervening parties, each of the parties listed on Schedule A to the Investment Agreement as the holder of Options (as defined
in the Investment Agreement). Capitalized terms used in this Agreement and not otherwise defined have the meanings ascribed to such terms
in the Investment Agreement.


 


RECITALS


 


WHEREAS, prior to the execution of the Investment Agreement,
XPAC, the Company 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, on the business day following the execution and delivery
of the Business Combination Agreement, the Parties entered into the Investment Agreement pursuant to which, among other things, the Parties
agreed to, directly or indirectly, contribute their Contributable Equity Interests shares into Newco in exchange for newly issued Newco
Shares (the “Pre-Closing Exchange”) and, after giving effect to the Pre-Closing Exchange, the Company will become
a direct subsidiary of Newco in which Newco owns at least ninety-five percent (95%) of the Company Shares then outstanding (on a fully
diluted basis); and


 


WHEREAS, the Joining Equity Holder wishes
to become a party to, to be bound by, and to comply with the Investment Agreement as an Equity Holder thereunder in the same manner as
if the Joining Equity Holder were an original signatory to the Investment Agreement.


 


NOW, THEREFORE, intending to be legally
bound, in consideration of the foregoing and the mutual covenants and agreements herein contained, the parties hereto hereby agree as
follows:


 


1.        Agreements
of the Joining Equity Holder.


 


The Joining Equity Holder hereby agrees to become
a party to, to be bound by, and to comply with the provisions of the Investment Agreement applicable to an Equity Holder thereunder in
the same manner as if the Joining Equity Holder were an original signatory to the Investment Agreement. Accordingly, (i) any reference
in the Investment Agreement to a covenant, agreement or obligation of an Equity Holder (or any compliance with, or breach of, any such
covenant, agreement or obligation) shall also constitute a reference to a covenant, agreement or obligation of the Joining Equity Holder
(or any compliance with, or breach of, any such covenant, agreement or obligation), (ii) any resulting reference in the Investment Agreement
to such Joining Equity Holder’s Equity Interests shall constitute a reference to the shares of common or preferred stock of the
Company listed next to the Joining Equity Holder’s name on Schedule A hereto, and (iii) any resulting reference in the Investment
Agreement to such Joining Equity Holder’s Newco Shares shall constitute a reference to the Newco Class A Shares set forth next to
the Joining Equity Holder’s name on Schedule B hereto.


 






     


     


    

 





2.        Representations
and Warranties.


 


The Joining Equity Holder hereby makes the representations
and warranties set forth in Article II to the Investment Agreement to the Company and XPAC, as of the date hereof.


 


3.        Termination.


 


This Agreement shall automatically terminate,
without any action on the part of any Party, upon termination of the Investment Agreement in accordance with the terms of the Investment
Agreement. The effect of termination of this Agreement shall be governed by the provisions of ‎‎Section 4.7 of the
Investment Agreement.


 


4.       Notices
to Joining Equity Holder.


 


All general notices, demands or other communications
required or permitted to be given or made to the Joining Equity Holder hereunder or under the Investment Agreement shall comply with the
terms of ‎Section 4.1 of the Investment Agreement and be addressed and sent to the numbers, e-mails and addresses indicated
in the Joining Equity Holder’s signature page hereto.


 


5. Miscellaneous.


 


The parties hereto hereby agree to incorporate
by reference ‎Article IV of the Investment Agreement into this Agreement which shall apply mutatis mutandis to this
Agreement.


 


[Signature Pages Follow]


 






    2


     


    

 





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


 


	 	SUPERBAC
    BIOTECHNOLOGY SOLUTIONS S.A.
	 	 
	 	By:	               
	 	Name:	[●]
	 	Title:	[●]




 


[Signature Pages to Joinder to Investment Agreement]


 









     


     


    

 


	 	XPAC
    ACQUISITION CORP.
	 	 
	 	By:	            
	 	Name:	[●]
	 	Title:	[●]







 


[Signature Pages to Joinder to Investment Agreement]


 






     


     


    

 


	 	JOINING
    EQUITY HOLDER:
	 	 
	 	[●]




 


	Address
    for notices:	 
	 	 
	[●]	 




 


 


[Signature Pages to Joinder to Investment Agreement]




 






     


     


    

 





Schedule A


Equity Interests and Options


 


	Individual	Ordinary Shares	Class A Preferred Shares	Class B Preferred Shares	Class C Preferred Shares (each mandatorily convertible into Ordinary Shares on a one-for-one basis upon a conversion event)	Class D Preferred Shares (each mandatorily redeemable upon a conversion event for BRL 97,350.45 in Cash)	Number of Company Shares issuable upon exercise of Company Warrants	September 2021 ESOP	April 2021 ESOP
	Vested Options (Convertible into Class B Shares)	Unvested Options (Convertible into Class B Preferred Shares)	Vested Options (Convertible into Class A Preferred Shares)	Unvested Options (Convertible into Class A Preferred Shares)
	[●]	[●]	[●]	[●]	[●]	[●]	[●]	[●]	[●]	[●]	[●]


 






    A-1


     


    

 





Schedule B


Newco Shares


 


	Beneficial Owner	Newco Class A Shares	Newco Class B Shares
	[●]	[●]	-


 






    B-1