Exhibit 4.2


 


THE REGISTERED HOLDER OF THIS PURCHASE OPTION
BY ITS ACCEPTANCE HEREOF AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE OPTION EXCEPT AS HEREIN PROVIDED AND THE REGISTERED
HOLDER OF THIS PURCHASE OPTION AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE OPTION OR CAUSE IT
TO BE THE SUBJECT OF ANY HEDGING, SHORT SALE, DERIVATIVE, PUT, OR CALL TRANSACTION THAT WOULD RESULT IN THE EFFECTIVE ECONOMIC DISPOSITION
OF THE PURCHASE OPTION BY ANY PERSON FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FROM THE COMMENCEMENT OF SALES IN THE OFFERING TO ANYONE
OTHER THAN TO (I) CHARDAN CAPITAL MARKETS, LLC (“CHARDAN”) OR AN UNDERWRITER OR SELECTED DEALER PARTICIPATING
IN THE OFFERING OR (II) AN OFFICER OR PARTNER OF CHARDAN OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER AND IN ACCORDANCE WITH FINRA RULE
5110(E)(2).


 


THIS PURCHASE OPTION IS NOT EXERCISABLE PRIOR
TO THE CONSUMMATION BY PACIFICO ACQUISITION CORP. (THE “COMPANY”) OF A MERGER, SHARE EXCHANGE, ASSET ACQUISITION,
RECAPITALIZATION, REORGANIZATION OR OTHER SIMILAR BUSINESS COMBINATION (THE “BUSINESS COMBINATION”) (AS DESCRIBED
MORE FULLY IN THE COMPANY’S REGISTRATION STATEMENT (AS DEFINED HEREIN), AND VOID AFTER 5:00 P.M. NEW YORK CITY LOCAL TIME, ON THE
EARLIER OF THE EXPIRATION DATE (AS DEFINED HEREIN) OR THE DAY IMMEDIATELY PRIOR TO THE DAY ON WHICH THE COMPANY AND ALL OF ITS SUCCESSORS
HAVE BEEN DISSOLVED.


 


UNIT PURCHASE OPTION

FOR THE PURCHASE OF

UP TO 137,500 UNITS

(OR UP TO 158,125 IF THE OVER-ALLOTMENT

IS EXERCISED IN FULL) OF

PACIFICO ACQUISITION CORP.


 


		1.	PURCHASE OPTION.



 


THIS CERTIFIES THAT, in consideration of $100.00
duly paid by or on behalf of Chardan Capital Markets, LLC (the “Holder”), as registered owner of this Purchase
Option, to Pacifico Acquisition Corp. (the “Company”), Holder is entitled, at any time or from time to time
upon the consummation by the Company of a Business Combination (the “Commencement Date”), until, at or before
5:00 p.m., New York City local time, on the earlier of the five year anniversary of the effective date of the Registration Statement and
the day immediately prior to the day on which the Company and all of its successors have been dissolved, but not thereafter (the “Expiration
Date”), as described in the Company’s registration statement (the “Registration Statement”)
pursuant to which Units are offered for sale to the public in the Company’s initial public offering (the “Offering”),
to subscribe for, purchase and receive, in whole or in part, up to One Hundred and Thirty-Seven Thousand Five Hundred (137,500) units
(“Units”) of the Company (or up to 158,125 if the over-allotment is exercised in full), each Unit consisting
of one (1) share of common stock, par value $0.0001 per share, of the Company (“Share(s)”) and one (1) right
to receive one-tenth (1/10) of a Share upon the consummation of a Business Combination (“Right(s)”). Each Right
has the same terms as the rights included in the units being registered for sale to the public by way of the Registration Statement (“Public
Rights”). Notwithstanding anything to the contrary, the original Holder of this Purchase Option agrees that it will not
be permitted to exercise this Purchase Option after the five year anniversary of the commencement of sales of the Offering. During the
period ending on the Expiration Date, the Company agrees not to take any action that would terminate the Purchase Option. This Purchase
Option is initially exercisable at $11.50 per Unit so purchased; provided, however, that upon the occurrence of any of the
events specified in Section 6 hereof, the rights granted by this Purchase Option, including the exercise price per Unit and the
number of Units (and Shares and Rights) to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise
Price” shall mean the initial exercise price or the adjusted exercise price, depending on the context.


 






     


     


    

 


		2.	EXERCISE OF PURCHASE OPTION



 


2.1 Exercise Form.
In order to exercise this Purchase Option, the exercise form attached hereto must be duly executed and completed and delivered to the
Company, together with this Purchase Option and payment of the Exercise Price for the Units being purchased payable in cash or by certified
check or official bank check or pursuant to Section 2.3 hereof. If the subscription rights represented hereby shall not be exercised at
or before 5:00 p.m., New York City local time, on the Expiration Date, this Purchase Option shall become and be void without further force
or effect, and all rights represented hereby shall cease and expire.


 


2.2 Legend. Each certificate
for the securities purchased under this Purchase Option shall bear a legend as follows, unless such securities have been registered under
the Securities Act of 1933, as amended (“Act”):


 


“The securities represented by this
certificate have not been registered under the Securities Act of 1933, as amended (“Act”) or the laws of applicable states
or other jurisdictions. The securities may not be offered for sale, sold or otherwise transferred except pursuant to an effective registration
statement under the Act, or pursuant to an exemption from registration under the Act and applicable laws of states or other jurisdictions.”


 


2.3 Cashless Exercise.


 


2.3.1 Determination of Amount.
In lieu of the payment of the Exercise Price multiplied by the number of Units for which this Purchase Option is exercisable (and in lieu
of being entitled to receive Shares) in the manner required by Section 2.1, and subject to Section 6.1 hereof, the Holder
shall have the right (but not the obligation) to convert any exercisable but unexercised portion of this Purchase Option into Units (“Cashless
Exercise Right”) as follows: upon exercise of the Cashless Exercise Right, the Company shall deliver to the Holder (without
payment by the Holder of any of the Exercise Price in cash) that number of Units (or that number of Shares and Rights comprising that
number of Units) equal to the number of Units to be exercised multiplied by the quotient obtained by dividing (x) the “Value”
(as defined below) of the portion of the Purchase Option being converted by (y) the Current Market Value (as defined below). The “Value”
of the portion of the Purchase Option being converted shall equal the remainder derived from subtracting (a) (i) the Exercise Price multiplied
by (ii) the number of Units underlying the portion of this Purchase Option being converted from (b) the Current Market Value of a Unit
multiplied by the number of Units underlying the portion of the Purchase Option being converted. As used herein, the term “Current
Market Value” per Unit at any date means: (A) in the event that the Units, Shares and Public Rights are still trading, (i)
if the Units are listed on a national securities exchange or quoted on the OTC Bulletin Board or successor exchange, the average reported
last sale price of the Units in the principal trading market for the Units as reported by the exchange, Nasdaq or the Financial Industry
Regulatory Authority (“FINRA”), as the case may be, for the three trading days preceding the date in question;
or (ii) if the Units are not listed on a national securities exchange or quoted on the OTC Bulletin Board (or successor exchange), but
are traded in the residual over-the-counter market, the average reported last sale price for Units for the three trading days preceding
the date in question for which such quotations are reported by the Pink Sheets, LLC, or similar publisher of such quotations; or (B) in
the event that the Units are not still trading but the Shares underlying the Units are still trading, the aggregate of (i) the product
of (x) the Current Market Price of the Share and (y) the number of the Shares underlying one Unit (which shall include the portion of
a Share the holder of a Unit would automatically receive in connection with the Right included in each such Unit). The “Current
Market Price” shall mean (i) if the Shares are listed on a national securities exchange or quoted on the OTC Bulletin Board (or
successor exchange), the average reported last sale price of the Shares in the principal trading market for the Shares as reported by
the exchange, Nasdaq or FINRA, as the case may be, for the three trading days preceding the date in question; (ii) if the Shares are not
listed on a national securities exchange or quoted on the OTC Bulletin Board (or successor exchange), but are traded in the residual over-the-counter
market, the average reported last sale price for the Shares on for the three (3) trading days preceding the date in question for which
such quotations are reported by the Pink Sheets, LLC or similar publisher of such quotations; and (iii) if the fair market value of the
Shares cannot be determined pursuant to clause (i) or (ii) above, such price as the Board of Directors of the Company shall determine,
in good faith.


 


2.3.2 Mechanics of Cashless
Exercise. The Cashless Exercise Right may be exercised by the Holder on any business day on or after the Commencement Date and not
later than the Expiration Date by delivering the Purchase Option with the duly executed exercise form attached hereto with the cashless
exercise section completed to the Company, exercising the Cashless Exercise Right and specifying the total number of Units the Holder
will purchase pursuant to such Cashless Exercise Right.


 






    2


     


    

 


2.4 No Obligation to Net
Cash Settle. Notwithstanding anything to the contrary contained in this Purchase Option, in no event will the Company be required
to net cash settle the exercise of the Purchase Option. The holder of the Purchase Option will not be entitled to exercise the Purchase
Option unless it exercises such Purchase Option pursuant to the Cashless Exercise Right or a registration statement is effective, or an
exemption from the registration requirements is available at such time and, if the holder is not able to exercise the Purchase Option,
the Purchase Option, as applicable, will expire worthless.


 


		3.	TRANSFER OF PURCHASE OPTION.



 


3.1 General Restrictions.
The registered Holder of this Purchase Option, by its acceptance hereof, agrees that it will not sell, transfer, assign, pledge or hypothecate
this Purchase Option (or the Shares and Rights underlying this Purchase Option), or cause the Purchase Option (or the Shares and Rights
underlying this Purchase Option) to be the subject of any hedging, short sale, derivative, put, or call transaction that would result
in the effective economic disposition of the Purchase Option by any person, for a period of 180 days (pursuant to Rule 5110(e)(1) of the
Conduct Rules of FINRA following the commencement of sales of the Offering to anyone other than (i) Chardan or an underwriter or selected
dealer in connection with the Offering, or (ii) a bona fide officer or partner of Chardan or of any such underwriter or selected dealer.
On and after the 181st day following the following the commencement of sales of the Offering, transfers to others may be made subject
to compliance with or exemptions from applicable securities laws. In order to make any permitted assignment, the Holder must deliver to
the Company the assignment form attached hereto duly executed and completed, together with the Purchase Option and payment of all transfer
taxes, if any, payable in connection therewith. The Company shall within 5 business days transfer this Purchase Option on the books of
the Company and shall execute and deliver a new Purchase Option of like tenor to the appropriate assignee(s) expressly evidencing the
right to purchase the aggregate number of Units purchasable hereunder or such portion of such number as shall be contemplated by any such
assignment.


 


3.2 Restrictions Imposed
by the Act. The securities evidenced by this Purchase Option shall not be transferred unless and until (i) the Company has received
the opinion of counsel for the Holder that the securities may be transferred pursuant to an exemption from registration under the Act
and applicable state securities laws, the availability of which is established to the reasonable satisfaction of the Company (the Company
hereby agreeing that the opinion of Loeb & Loeb LLP shall be deemed satisfactory evidence of the availability of an exemption), or
(ii) a registration statement or a post-effective amendment to the Registration Statement relating to such securities has been filed by
the Company and declared effective by the Securities and Exchange Commission (the “Commission”) and compliance
with applicable state securities law has been established.


 


		4.	NEW PURCHASE OPTION TO BE ISSUED.



 


4.1 Partial Exercise or
Transfer. Subject to the restrictions in Section 3 hereof, this Purchase Option may be exercised or assigned in whole or in
part. In the event of the exercise or assignment hereof in part only, upon surrender of this Purchase Option for cancellation, together
with the duly executed exercise or assignment form and funds sufficient to pay any Exercise Price (except to the extent that the Holder
elects to exercise this Purchase Option by means of a cashless exercise as provided in Section 2.3 above) and/or transfer tax,
the Company shall cause to be delivered to the Holder without charge a new Purchase Option of like tenor to this Purchase Option in the
name of the Holder evidencing the right of the Holder to purchase the number of Units purchasable hereunder as to which this Purchase
Option has not been exercised or assigned


 


4.2 Lost Certificate.
Upon receipt by the Company of evidence satisfactory to it of the loss, theft, destruction or mutilation of this Purchase Option and of
reasonably satisfactory indemnification or the posting of a bond, the Company shall execute and deliver a new Purchase Option of like
tenor and date. Any such new Purchase Option executed and delivered as a result of such loss, theft, mutilation or destruction shall constitute
a substitute contractual obligation on the part of the Company.


 






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		5.	REGISTRATION RIGHTS.



 


5.1 Demand Registration.


 


5.1.1 Grant of Right.
The Company, upon written demand (“Initial Demand Notice”) of the Holder(s) of at least 51% of the Purchase
Option and/or the underlying Units and/or the underlying securities (“Majority Holders”), agrees to use its
best efforts to register (the “Demand Registration”) under the Act on one (1) occasion, all or any portion of
the (i) Purchase Option requested by the Majority Holders in the Initial Demand Notice and all of the securities underlying such Purchase
Option, including the Units, Shares, and the Shares underlying the Rights and (ii) the units issued to the Holder prior to or concurrently
with the Offering and all securities underlying such units (collectively, the “Registrable Securities”). On
such occasion, the Company will use its best efforts to file a registration statement or a post-effective amendment to the Registration
Statement covering the Registrable Securities as expeditiously as possible, and in any event within forty-five (45) days, after receipt
of the Initial Demand Notice and use its best efforts to have such registration statement or post-effective amendment declared effective
as soon as possible thereafter. The demand for registration may be made at any time during a period of five years from the commencement
of sales in the Offering. The Initial Demand Notice shall specify the number of shares of Registrable Securities proposed to be sold and
the intended method(s) of distribution thereof. The Company will notify all holders of the Purchase Option and/or Registrable Securities
of the demand within ten days from the date of the receipt of any such Initial Demand Notice. Each holder of Registrable Securities who
wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including
shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within
fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be
entitled to have their Registrable Securities included in the Demand Registration, subject to Section 5.1.4. The Company shall
not be required to effect more than one (1) Demand Registration under this Section 5.1 in respect of all Registrable Securities.


 


5.1.2 Effective Registration.
Notwithstanding Section 5.1.5, a registration will not count as a Demand Registration until the registration statement filed with
the Commission, with respect to such Demand Registration, has been declared effective and the Company has complied with all of its obligations
under this Purchase Option with respect thereto.


 


5.1.3 Underwritten Offering.
If the Majority Holders so elect and such holders so advise the Company as part of the Initial Demand Notice, the offering of such Registrable
Securities pursuant to such Demand Registration shall be in the form of an underwritten offering. In such event, the right of any holder
to include its Registrable Securities in such registration shall be conditioned upon such holder’s participation in such underwriting
and the inclusion of such holder’s Registrable Securities in the underwriting to the extent provided herein. All Demanding Holders
proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the
underwriter or underwriters selected for such underwriting by the Majority Holders.


 


5.1.4 Reduction of Offering.
If the managing underwriter or underwriters for a Demand Registration that is to be an underwritten offering advises the Company and the
Demanding Holders in writing that the dollar amount or number of shares of Registrable Securities which the Demanding Holders desire to
sell, taken together with all other Shares or other securities which the Company desires to sell and the Shares, if any, as to which registration
has been requested pursuant to written contractual piggy-back registration rights held by other stockholders of the Company who desire
to sell, exceeds the maximum dollar amount or maximum number of shares that can be sold in such offering without adversely affecting the
proposed offering price, the timing, the distribution method, or the probability of success of such offering (such maximum dollar amount
or maximum number of shares, as applicable, the “Maximum Number of Shares”), then the Company shall include
in such registration: (i) first, the Registrable Securities as to which Demand Registration has been requested by the Demanding Holders
(pro rata in accordance with the number of shares that each such person has requested be included in such registration, regardless of
the number of shares held by each such person (such proportion is referred to herein as “Pro Rata”)) that can
be sold without exceeding the Maximum Number of Shares; (ii) second, to the extent that the Maximum Number of Shares has not been reached
under the foregoing clause (i), the Shares or other securities that the Company desires to sell that can be sold without exceeding the
Maximum Number of Shares; (iii) third, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses
(i) and (ii), the Shares or other securities registrable pursuant to the terms of the Registration Rights Agreement between the Company
and the initial investors in the Company and Chardan, dated as of September 13, 2021 (the “Registration Rights Agreement”
and such registrable securities, the “Investor Securities”) as to which “piggy-back” registration
has been requested by the holders thereof, Pro Rata, that can be sold without exceeding the Maximum Number of Shares; and (iv) fourth,
to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (i), (ii), and (iii), the Shares or other
securities for the account of other persons that the Company is obligated to register pursuant to written contractual arrangements with
such persons and that can be sold without exceeding the Maximum Number of Shares.


 






    4


     


    

 


5.1.5 Withdrawal. If
a majority-in-interest of the Demanding Holders disapprove of the terms of any underwriting or are not entitled to include all of their
Registrable Securities in any offering, such majority-in-interest of the Demanding Holders may elect to withdraw from such offering by
giving written notice to the Company and the underwriter or underwriters of their request to withdraw prior to the effectiveness of the
registration statement filed with the Commission with respect to such Demand Registration. If the majority-in-interest of the Demanding
Holders withdraws from a proposed offering relating to a Demand Registration, then the Company does not have to continue its obligations
under Section 5.1, provided that, any such withdrawal will not count as the Demand Registration if the Demanding Holders
pay all of the Company’s out-of-pocket expenses, with respect to such withdrawn registration.


 


5.1.6 Terms. The Company
shall bear all fees and expenses attendant to registering the Registrable Securities, including the expenses of one legal counsel selected
by the Holders to represent them in connection with the sale of the Registrable Securities, but the Holders shall pay any and all underwriting
commissions. The Company agrees to use its reasonable best efforts to qualify or register the Registrable Securities in such states as
are reasonably requested by the Majority Holder(s); provided, however, that in no event shall the Company be required to
register the Registrable Securities in a state in which such registration would cause (i) the Company to be obligated to qualify to do
business in such state, or would subject the Company to taxation as a foreign corporation doing business in such jurisdiction or (ii)
the principal stockholders of the Company to be obligated to escrow their shares of capital stock of the Company. The Company shall use
its best efforts to cause any registration statement or post-effective amendment filed pursuant to the demand rights granted under Section
5.1.1 to remain effective for a period of nine consecutive months from the effective date of such registration statement or post-effective
amendment.


 


5.2 Piggy-Back Registration.


 


5.2.1 Piggy-Back Rights.
If at any time during the seven year period commencing on the date of commencement of sales in the Offering, the Company proposes to file
a registration statement under the Act with respect to an offering of equity securities, or securities or other obligations exercisable
or exchangeable for, or convertible into, equity securities, by the Company for its own account or for stockholders of the Company for
their account (or by the Company and by stockholders of the Company including, without limitation, pursuant to Section 5.1), other
than a registration statement (i) filed in connection with any employee stock option or other benefit plan, (ii) for an exchange offer
or offering of securities solely to the Company’s existing stockholders, (iii) for an offering of debt that is convertible into
equity securities of the Company or (iv) for a dividend reinvestment plan, then the Company shall (x) give written notice of such proposed
filing to the holders of Registrable Securities as soon as practicable but in no event less than ten (10) days before the anticipated
filing date, which notice shall describe the amount and type of securities to be included in such offering, the intended method(s) of
distribution, and the name of the proposed managing underwriter or underwriters, if any, of the offering, and (y) offer to the holders
of Registrable Securities in such notice the opportunity to register the sale of such number of shares of Registrable Securities as such
holders may request in writing within five (5) days following receipt of such notice (a “Piggy-Back Registration”).
The Company shall cause such Registrable Securities to be included in such registration and shall use its best efforts to cause the managing
underwriter or underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back
Registration on the same terms and conditions as any similar securities of the Company and to permit the sale or other disposition of
such Registrable Securities in accordance with the intended method(s) of distribution thereof. All holders of Registrable Securities proposing
to distribute their securities through a Piggy-Back Registration that involves an underwriter or underwriters shall enter into an underwriting
agreement in customary form with the underwriter or underwriters selected for such Piggy-Back Registration.


 






    5


     


    

 


5.2.2 Reduction of Offering.
If the managing underwriter or underwriters for a Piggy-Back Registration that is to be an underwritten offering advises the Company and
the holders of Registrable Securities in writing that the dollar amount or number of Shares which the Company desires to sell, taken together
with Shares, if any, as to which registration has been demanded pursuant to written contractual arrangements with persons other than the
holders of Registrable Securities hereunder, the Registrable Securities as to which registration has been requested under this Section
5.2, and the Shares, if any, as to which registration has been requested pursuant to the written contractual piggy-back registration
rights of other stockholders of the Company, exceeds the Maximum Number of Shares, then the Company shall include in any such registration:


 


(a) If the registration is
undertaken for the Company’s account: (A) first, Shares or other securities that the Company desires to sell that can be sold without
exceeding the Maximum Number of Shares; (B) second, to the extent that the Maximum Number of Shares has not been reached under the foregoing
clause (A), the Shares or other securities, if any, comprised of Registrable Securities and Investor Securities, as to which registration
has been requested pursuant to the applicable written contractual piggy-back registration rights of such security holders, Pro Rata, that
can be sold without exceeding the Maximum Number of Shares; and (C) third, to the extent that the Maximum Number of shares has not been
reached under the foregoing clauses (A) and (B), the Shares or other securities for the account of other persons that the Company is obligated
to register pursuant to written contractual piggy-back registration rights with such persons and that can be sold without exceeding the
Maximum Number of Shares;


 


(b) If the registration is
a “demand” registration undertaken at the demand of holders of Investor Securities, (A) first, the Shares or other securities
for the account of the demanding persons, Pro Rata, that can be sold without exceeding the Maximum Number of Shares; (B) second, to the
extent that the Maximum Number of Shares has not been reached under the foregoing clause (A), the Shares or other securities that the
Company desires to sell that can be sold without exceeding the Maximum Number of Shares; (C) third, to the extent that the Maximum Number
of Shares has not been reached under the foregoing clauses (A) and (B), the shares of Registrable Securities, Pro Rata, as to which registration
has been requested pursuant to the terms hereof, that can be sold without exceeding the Maximum Number of Shares; and (D) fourth, to the
extent that the Maximum Number of Shares has not been reached under the foregoing clauses (A), (B) and (C), the Shares or other securities
for the account of other persons that the Company is obligated to register pursuant to written contractual arrangements with such persons,
that can be sold without exceeding the Maximum Number of Shares; and


 


(c) If the registration is
a “demand” registration undertaken at the demand of persons other than either the holders of Registrable Securities or of
Investor Securities, (A) first, the Shares or other securities for the account of the demanding persons that can be sold without exceeding
the Maximum Number of Shares; (B) second, to the extent that the Maximum Number of Shares has not been reached under the foregoing clause
(A), the Shares or other securities that the Company desires to sell that can be sold without exceeding the Maximum Number of Shares;
(C) third, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (A) and (B), collectively
the Shares or other securities comprised of Registrable Securities and Investor Securities, Pro Rata, as to which registration has been
requested pursuant to the terms hereof and of the Registration Rights Agreement, as applicable, that can be sold without exceeding the
Maximum Number of Shares; and (D) fourth, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses
(A), (B) and (C), the Shares or other securities for the account of other persons that the Company is obligated to register pursuant to
written contractual arrangements with such persons, that can be sold without exceeding the Maximum Number of Shares.


 


5.2.3 Withdrawal. Any
holder of Registrable Securities may elect to withdraw such holder’s request for inclusion of Registrable Securities in any Piggy-Back
Registration by giving written notice to the Company of such request to withdraw prior to the effectiveness of the registration statement.
The Company (whether on its own determination or as the result of a withdrawal by persons making a demand pursuant to written contractual
obligations) may withdraw a registration statement at any time prior to the effectiveness of the registration statement. Notwithstanding
any such withdrawal, the Company shall pay all expenses incurred by the holders of Registrable Securities in connection with such Piggy-Back
Registration as provided in Section 5.2.4.


 


5.2.4 Terms. The Company
shall bear all fees and expenses attendant to registering the Registrable Securities, including the expenses of one legal counsel selected
by the Holders to represent them in connection with the sale of the Registrable Securities but the Holders shall pay any and all underwriting
commissions related to the Registrable Securities. In the event of such a proposed registration, the Company shall furnish the then Holders
of outstanding Registrable Securities with not less than fifteen days written notice prior to the proposed date of filing of such registration
statement. Such notice to the Holders shall continue to be given for each applicable registration statement filed (during the period in
which the Purchase Option is exercisable) by the Company until such time as all of the Registrable Securities have been registered and
sold. The Holders of the Registrable Securities shall exercise the “piggy-back” rights provided for herein by giving written
notice within ten days of the receipt of the Company’s notice of its intention to file a registration statement. The Company shall
use its best efforts to cause any registration statement filed pursuant to the above “piggyback” rights to remain effective
for at least nine months from the date that the Holders of the Registrable Securities are first given the opportunity to sell all of such
securities.


 






    6


     


    

 


5.3 General Terms.


 


5.3.1 Indemnification.
The Company shall, to the fullest extent permitted by applicable law, indemnify the Holder(s) of the Registrable Securities to be sold
pursuant to any registration statement hereunder and each person, if any, who controls such Holders within the meaning of Section 15 of
the Act or Section 20(a) of the Securities Exchange Act of 1934, as amended (“Exchange Act”), against all loss,
claim, damage, expense or liability (including all reasonable attorneys’ fees and other expenses reasonably incurred in investigating,
preparing or defending against litigation, commenced or threatened, or any claim whatsoever whether arising out of any action between
the underwriter and the Company or between the underwriter and any third party or otherwise) to which any of them may become subject under
the Act, the Exchange Act or otherwise, arising from such registration statement but only to the same extent and with the same effect
as the provisions pursuant to which the Company has agreed to indemnify the underwriters contained in Section 5 of the Underwriting Agreement
between the Company, Chardan and the other underwriters named therein dated September 13, 2021 (“Underwriting Agreement”).
The Holder(s) of the Registrable Securities to be sold pursuant to such registration statement, and their successors and assigns, shall
severally, and not jointly, indemnify the Company, its officers and directors and each person, if any, who controls the Company within
the meaning of Section 15 of the Act or Section 20(a) of the Exchange Act, against all loss, claim, damage, expense or liability (including
all reasonable attorneys’ fees and other expenses reasonably incurred in investigating, preparing or defending against any claim
whatsoever) to which they may become subject under the Act, the Exchange Act or otherwise, arising from information furnished by or on
behalf of such Holders, or their successors or assigns, in writing, for specific inclusion in such registration statement or arising from
any omission or the alleged omission to state a material fact required to be stated therein or necessary to make the statement contained
therein not misleading in connection with the registration of the Registrable Securities, to the same extent and with the same effect
as the provisions contained in Section 5 of the Underwriting Agreement pursuant to which the underwriters have agreed to indemnify the
Company.


 


5.3.2 Exercise of Purchase
Option. Nothing contained in this Purchase Option shall be construed as requiring the Holder(s) to exercise their Purchase Option
prior to or after the initial filing of any registration statement or the effectiveness thereof.


 


5.3.3 Documents Delivered
to Holders. The Company shall furnish Chardan, as representative of the Holders participating in any of the foregoing offerings, a
signed counterpart, addressed to the participating Holders, of (i) an opinion of counsel to the Company, dated the effective date of such
registration statement (and, if such registration includes an underwritten public offering, an opinion dated the date of the closing under
any underwriting agreement related thereto), and (ii) a “cold comfort” letter dated the effective date of such registration
statement (and, if such registration includes an underwritten public offering, a letter dated the date of the closing under the underwriting
agreement) signed by the independent public accountants who have issued a report on the Company’s financial statements included
in such registration statement, in each case covering substantially the same matters with respect to such registration statement (and
the prospectus included therein) and, in the case of such accountants’ letter, with respect to events subsequent to the date of
such financial statements, as are customarily covered in opinions of issuer’s counsel and in accountants’ letters delivered
to underwriters in underwritten public offerings of securities. The Company shall also deliver promptly to Chardan, as representative
of the Holders participating in the offering, the correspondence and memoranda described below and copies of all correspondence between
the Commission and the Company, its counsel or auditors and all memoranda relating to discussions with the Commission or its staff with
respect to the registration statement and permit Chardan, as representative of the Holders, to do such investigation, upon reasonable
advance notice, with respect to information contained in or omitted from the registration statement as it deems reasonably necessary to
comply with applicable securities laws or rules of FINRA. Such investigation shall include access to books, records and properties and
opportunities to discuss the business of the Company with its officers and independent auditors, all to such reasonable extent and at
such reasonable times and as often as Chardan, as representative of the Holders, shall reasonably request. The Company shall not be required
to disclose any confidential information or other records to Chardan, as representative of the Holders, or to any other person, until
and unless such persons shall have entered into reasonable confidentiality agreements (in form and substance reasonably satisfactory to
the Company), with the Company with respect thereto.


 






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5.3.4 Underwriting Agreement.
The Company shall enter into an underwriting agreement with the managing underwriter(s), if any, selected by any Holders whose Registrable
Securities are being registered pursuant to this Section 5, which managing underwriter shall be reasonably acceptable to the Company.
Such agreement shall be reasonably satisfactory in form and substance to the Company, each Holder and such managing underwriters, and
shall contain such representations, warranties and covenants by the Company and such other terms as are customarily contained in agreements
of that type used by the managing underwriter. The Holders shall be parties to any underwriting agreement relating to an underwritten
sale of their Registrable Securities and may, at their option, require that any or all the representations, warranties and covenants of
the Company to or for the benefit of such underwriters shall also be made to and for the benefit of such Holders. Such Holders shall not
be required to make any representations or warranties to or agreements with the Company or the underwriters except as they may relate
to such Holders and their intended methods of distribution. Such Holders, however, shall agree to such covenants and indemnification and
contribution obligations for selling stockholders as are customarily contained in agreements of that type used by the managing underwriter.
Further, such Holders shall execute appropriate custody agreements and otherwise cooperate fully in the preparation of the registration
statement and other documents relating to any offering in which they include securities pursuant to this Section 5. Each Holder shall
also furnish to the Company such information regarding itself, the Registrable Securities held by it, and the intended method of disposition
of such securities as shall be reasonably required to effect the registration of the Registrable Securities.


 


5.3.5 Rule 144 Sale.
Notwithstanding anything contained in this Section 5 to the contrary, the Company shall have no obligation pursuant to Sections
5.1 or 5.2 to use its best efforts to obtain the registration of Registrable Securities held by any Holder (i) where such Holder
would then be entitled to sell under Rule 144 within any three-month period (or such other period prescribed under Rule 144 as may be
provided by amendment thereof) all of the Registrable Securities then held by such Holder, or (ii) where the number of Registrable Securities
held by such Holder is within the volume limitations under paragraph (e) of Rule 144 (calculated as if such Holder were an affiliate within
the meaning of Rule 144).


 


5.3.6 Supplemental Prospectus.
Each Holder agrees, that upon receipt of any notice from the Company of the happening of any event as a result of which the prospectus
included in the registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material
fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing,
such Holder will immediately discontinue disposition of Registrable Securities pursuant to the registration statement covering such Registrable
Securities until such Holder’s receipt of the copies of a supplemental or amended prospectus, and, if so desired by the Company,
such Holder shall deliver to the Company (at the expense of the Company) or destroy (and deliver to the Company a certificate of such
destruction) all copies, other than permanent file copies then in such Holder’s possession, of the prospectus covering such Registrable
Securities current at the time of receipt of such notice.


 


		6.	ADJUSTMENTS.



 


6.1 Adjustments to Exercise
Price and Number of Securities. The Exercise Price and the number of Units underlying the Purchase Option shall be subject to adjustment
from time to time as hereinafter set forth:


 


6.1.1 Stock Dividends - Split-Ups.
If after the date hereof, and subject to the provisions of Section 6.3 below, the number of outstanding Shares is increased by
a stock dividend payable in Shares or by a split-up of Shares or other similar event, then, on the effective date thereof, the number
of Shares underlying each of the Units purchasable hereunder shall be increased in proportion to such increase in outstanding shares.


 


6.1.2 Aggregation of Shares.
If after the date hereof, and subject to the provisions of Section 6.3, the number of outstanding Shares is decreased by a consolidation,
combination or reclassification of Shares or other similar event, then, on the effective date thereof, the number of Shares underlying
each of the Units purchasable hereunder shall be decreased in proportion to such decrease in outstanding shares and the Exercise Price
shall be proportionately increased.


 


6.1.3 Replacement of Securities
upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding Shares other than a change covered
by Section 6.1.1 or 6.1.2 hereof or that solely affects the par value of such Shares, or in the case of any merger or consolidation
of the Company with or into another company (other than a consolidation or merger in which the Company is the continuing entity and that
does not result in any reclassification or reorganization of the outstanding Shares), or in the case of any sale or conveyance to another
company or entity of the property of the Company as an entirety or substantially as an entirety in connection with which the Company is
dissolved, the Holder of this Purchase Option shall have the right thereafter (until the expiration of the right of exercise of this Purchase
Option) to receive upon the exercise hereof, for the same aggregate Exercise Price payable hereunder immediately prior to such event,
the kind and amount of shares or other securities or property (including cash) receivable upon such reclassification, reorganization,
merger or consolidation, or upon a dissolution following any such sale or transfer, by a Holder of the number of Shares of the Company
obtainable upon exercise of this Purchase Option immediately prior to such event; and if any reclassification also results in a change
in Shares covered by Section 6.1.1 or 6.1.2, then such adjustment shall be made pursuant to Sections 6.1.1, 6.1.2
and this Section 6.1.3. The provisions of this Section 6.1.3 shall similarly apply to successive reclassifications, reorganizations,
mergers or consolidations, sales or other transfers.


 






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6.1.4 Changes in Form of
Purchase Option. This form of Purchase Option need not be changed because of any change pursuant to this Section, and a Purchase Option
issued after such change may state the same Exercise Price and the same number of Units as are stated in the Purchase Option as initially
issued. The acceptance by any Holder of the issuance of a new Purchase Option reflecting a required or permissive change shall not be
deemed to waive any rights to an adjustment occurring after the Commencement Date or the computation thereof.


 


6.2 Substitute Purchase
Option. In case of any consolidation of the Company with, or merger of the Company with, or merger of the Company into, another entity
(other than a consolidation or merger which does not result in any reclassification or change of the outstanding Shares), the entity formed
by such consolidation or merger shall execute and deliver to the Holder a supplemental Purchase Option providing that the holder of each
Purchase Option then outstanding or to be outstanding shall have the right thereafter (until the stated expiration of such Purchase Option)
to receive, upon exercise of such Purchase Option, the kind and amount of shares and other securities and property receivable upon such
consolidation or merger, by a holder of the number of Shares of the Company for which such Purchase Option might have been exercised immediately
prior to such consolidation, merger, sale or transfer. Such supplemental Purchase Option shall provide for adjustments which shall be
identical to the adjustments provided in Section 6. The above provision of this Section shall similarly apply to successive consolidations
or mergers.


 


6.3 Elimination of Fractional
Interests. The Company shall not be required to issue certificates representing fractions of Shares or Rights upon the exercise of
the Purchase Option, nor shall it be required to issue scrip or pay cash in lieu of any fractional interests, it being the intent of the
parties that all fractional interests shall be eliminated by rounding any fraction up to the nearest whole number of Rights, Shares or
other securities, properties or rights (or as otherwise provided pursuant to the Rights Agreement).


 


7. RESERVATION
AND LISTING. The Company shall at all times reserve and keep available out of its authorized but unissued Shares, solely for
the purpose of issuance upon exercise of the Purchase Option or the Rights underlying the Purchase Option, such number of Shares or other
securities, properties or rights as shall be issuable upon the exercise thereof. The Company covenants and agrees that, upon exercise
of the Purchase Option and payment of the Exercise Price therefor, all Shares and other securities issuable upon such exercise shall be
duly and validly issued, fully paid and non-assessable and not subject to preemptive rights of any stockholder. The Company further covenants
and agrees that upon conversion of the Rights underlying the Purchase Option, all Shares and other securities issuable upon such conversion
shall be duly and validly issued, fully paid and non-assessable and not subject to preemptive rights of any stockholders. As long as the
Purchase Option shall be outstanding, the Company shall use its best efforts to cause all (i) Units and Shares issuable upon exercise
of the Purchase Option, (ii) Rights issuable upon exercise of the Purchase Option and (iii) Shares underlying the Rights included in the
Units issuable upon exercise of the Purchase Option to be listed and/or quoted (subject to official notice of issuance) on all securities
exchanges (or, if applicable, on the OTC Bulletin Board or OTC Markets Group, Inc. or any successor trading market) on which the Units,
Shares, or Rights may then be listed and/or quoted.


 


8. CERTAIN NOTICE REQUIREMENTS.


 


8.1 Holder’s Right
to Receive Notice. Nothing herein shall be construed as conferring upon the Holders the right to vote or consent as a stockholders
for the election of directors or any other matter, or as having any rights whatsoever as a stockholders of the Company. If, however, at
any time prior to the expiration of the Purchase Option and its exercise, any of the events described in Section 8.2 shall occur,
then, in each such event, the Company shall give written notice of such event at least fifteen days prior to the date fixed as a record
date or the date of closing the transfer books for the determination of the stockholders entitled to such dividend, distribution, conversion
or exchange of securities or subscription rights, or entitled to vote on such proposed dissolution, liquidation, winding up or sale. Such
notice shall specify such record date or the date of the closing of the transfer books, as the case may be. Notwithstanding the foregoing,
the Company shall deliver to each Holder a copy of each notice given to the other stockholders of the Company at the same time and in
the same manner that such notice is given to the stockholders.


 






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8.2 Events Requiring Notice.
The Company shall be required to give the notice described in this Section 8 upon one or more of the following events: (i) if the Company
shall take a record of the holders of its Shares for the purpose of entitling them to receive a dividend or distribution payable otherwise
than in cash, or a cash dividend or distribution payable otherwise than out of retained earnings, as indicated by the accounting treatment
of such dividend or distribution on the books of the Company, or (ii) the Company shall offer to all the holders of its Shares any additional
shares of capital stock of the Company or securities convertible into or exchangeable for shares of capital stock of the Company, or any
option, right or warrant to subscribe therefor, or (iii) a dissolution, liquidation or winding up of the Company (other than in connection
with a consolidation or merger) or a sale of all or substantially all of its property, assets and business shall be proposed.


 


8.3 Notice of Change in
Exercise Price. The Company shall, promptly after an event requiring a change in the Exercise Price pursuant to Section 6 hereof,
send notice to the Holders of such event and change (“Price Notice”). The Price Notice shall describe the event
causing the change and the method of calculating same and shall be certified as being true and accurate by the Company’s Chief Executive
Officer.


 


8.4 Transmittal of Notices.
All notices, requests, consents and other communications under this Purchase Option shall be in writing and shall be deemed to have been
duly made when hand delivered, or mailed by express mail or private courier service: (i) if to the registered Holder of the Purchase Option,
to the address of such Holder as shown on the books of the Company, or (ii) if to the Company, to the following address or to such other
address as the Company may designate by notice to the Holders:


 


Pacifico Acquisition Corp.


521 Fifth Avenue 17th
Floor


New York, New York 10175


Attn: Edward Cong
Wang, Chief Executive Officer


Telephone: (646)
886 - 8892


 




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9. MISCELLANEOUS.


 


9.1 Amendment The Company
and Chardan may from time to time supplement or amend this Purchase Option without the approval of any of the Holders in order to cure
any ambiguity, to correct or supplement any provision contained herein that may be defective or inconsistent with any other provisions
herein, or to make any other provisions in regard to matters or questions arising hereunder that the Company and Chardan may deem necessary
or desirable and that the Company and Chardan deem shall not adversely affect the interest of the Holders. All other modifications or
amendments shall require the written consent of and be signed by the party against whom enforcement of the modification or amendment is
sought.


 


9.2 Headings. The headings
contained herein are for the sole purpose of convenience of reference, and shall not in any way limit or affect the meaning or interpretation
of any of the terms or provisions of this Purchase Option.


 


9.3 Entire Agreement.
This Purchase Option (together with the other agreements and documents being delivered pursuant to or in connection with this Purchase
Option) constitutes the entire agreement of the parties hereto with respect to the subject matter hereof, and supersedes all prior agreements
and understandings of the parties, oral and written, with respect to the subject matter hereof.


 


9.4 Binding Effect.
This Purchase Option shall inure solely to the benefit of and shall be binding upon the Holder and the Company and their permitted assignees,
respective successors, legal representative and assigns, and no other person shall have or be construed to have any legal or equitable
right, remedy or claim under or in respect of or by virtue of this Purchase Option or any provisions herein contained.


 


9.5 Governing Law; Submission
to Jurisdiction. This Purchase Option shall be governed by and construed and enforced in accordance with the laws of the State of
New York, without giving effect to conflict of laws principles thereof. Each of the Holder and the Company hereby agrees that any action,
proceeding or claim against it arising out of, or relating in any way to this Purchase Option shall be brought and enforced in the New
York Supreme Court, County of New York, or in the United States District Court for the Southern District of New York, and irrevocably
submits to such jurisdiction, which jurisdiction shall be exclusive. Each of the Holder and the Company hereby waives any objection to
such exclusive jurisdiction and that such courts represent an inconvenient forum. Any process or summons to be served upon the Company
may be served by transmitting a copy thereof by registered or certified mail, return receipt requested, postage prepaid, addressed to
it at the address set forth in Section 8.4 hereof. Such mailing shall be deemed personal service and shall be legal and binding
upon the Company in any action, proceeding or claim. The Company and the Holder agree that the prevailing party(ies) in any such action
shall be entitled to recover from the other party(ies) all of its reasonable attorneys’ fees and expenses relating to such action
or proceeding and/or incurred in connection with the preparation therefore.


 


9.6 Waiver, Etc. The
failure of the Company or the Holder to at any time enforce any of the provisions of this Purchase Option shall not be deemed or construed
to be a waiver of any such provision, nor to in any way affect the validity of this Purchase Option or any provision hereof or the right
of the Company or any Holder to thereafter enforce each and every provision of this Purchase Option. No waiver of any breach, non-compliance
or non-fulfillment of any of the provisions of this Purchase Option shall be effective unless set forth in a written instrument executed
by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or
non- fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach or non-compliance.


 


9.7 Execution in Counterparts.
This Purchase Option may be executed in one or more counterparts, and by the different parties hereto in separate counterparts, each of
which shall be deemed to be an original, but all of which taken together shall constitute one and the same agreement, and shall become
effective when one or more counterparts has been signed by each of the parties hereto and delivered to each of the other parties hereto.


 


9.8 Exchange Agreement.
As a condition of the Holder’s receipt and acceptance of this Purchase Option, Holder agrees that, at any time prior to the complete
exercise of this Purchase Option by Holder, if the Company and Chardan enter into an agreement (“Exchange Agreement”)
pursuant to which they agree that all outstanding Purchase Options will be exchanged for securities or cash or a combination of both,
then Holder shall agree to such exchange and become a party to the Exchange Agreement.


 






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IN WITNESS WHEREOF, the Company has caused this
Purchase Option to be signed by its duly authorized officer as of the 16th day of September, 2021.


 


	 	
    PACIFICO ACQUISITION CORP.

	 	
     

	 	By:	/s/ Edward Cong Wang
	 	 	Name: 	Edward Cong Wang
	 	 	Title:	Chief Executive Officer


 


Signature Page to Purchase Option


 






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Form to be used to exercise Purchase Option


 


Pacifico Acquisition Corp.


521 Fifth Avenue 17th Floor


New York, New York 10175


 


Date:_________________, 20___


 


The undersigned hereby elects irrevocably to exercise
all or a portion of the within Purchase Option and to purchase ____ Units of Pacifico Acquisition Corp. and hereby makes payment of $____________
(at the rate of $_________ per Unit) in payment of the Exercise Price pursuant thereto. Please issue the securities as to which this Purchase
Option is exercised in accordance with the instructions given below.


 


Or


 


The undersigned hereby elects irrevocably to convert
its right to purchase _________ Units purchasable under the within Purchase Option by surrender of the unexercised portion of the attached
Purchase Option (with a “Value” based of $_______ based on a “Market Price” of $_______). Please issue the securities
comprising the Units as to which this Purchase Option is exercised in accordance with the instructions given below.


 


NOTICE: The signature to this assignment must
correspond with the name as written upon the face of the purchase option in every particular, without alteration or enlargement or any
change whatever


Signature(s) Guaranteed:


 


THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE
GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE
MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15).


 


INSTRUCTIONS FOR REGISTRATION OF SECURITIES


 





	Name
	(Print in Block Letters)
	Address


 


 



 






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Form to be used to assign Purchase Option:


 


ASSIGNMENT


 


(To be executed by the registered Holder to effect
a transfer of the within Purchase Option):


 


FOR VALUE RECEIVED,______________________________________________
does hereby sell, assign and transfer unto___________________________________________ the right to purchase __________ Units of Pacifico
Acquisition Corp. (“Company”) evidenced by the within Purchase Option and does hereby authorize the Company
to transfer such right on the books of the Company.


 


Dated:___________________, 20___


 


	 	 
	 	
    Signature 



 


	 	 
	 	NOTICE: The signature to this assignment must correspond with the name as written upon the face of the purchase option in every particular, without alteration or enlargement or any change whatever.
	 	 


Signature(s) Guaranteed:





	 


THE SIGNATURE(S) SHOULD BE
GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP
IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15).


 


 


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