Exhibit 10.2


 


EXECUTION VERSION


 


INVESTMENT MANAGEMENT TRUST AGREEMENT


 


This Investment Management Trust Agreement
(this “Agreement”) is made effective as of July 29, 2021, by and between XPAC Acquisition Corp., a
Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New
York corporation (the “Trustee”).


 


WHEREAS, the Company’s registration
statements on Form S-1, File No. 333-256097 (together, the “Registration Statement”),
and prospectus (the “Prospectus”) for the initial public offering of the Company’s units (the “Units”),
each of which consists of one of the Company’s Class A ordinary shares, par value $0.0001 per share (each, an “Ordinary
Share”), and one-third of one redeemable warrant, each whole warrant entitling the holder thereof to purchase one Ordinary
Share (such initial public offering hereinafter referred to as the “Offering”), has been declared effective
as of the date hereof by the U.S. Securities and Exchange Commission; and


 


WHEREAS, the Company has entered into an
Underwriting Agreement (the “Underwriting Agreement”) with Citigroup Global Markets Inc., as underwriter (the
 “Underwriter”); and


 


WHEREAS, as described in the Prospectus,
$200,000,000 of the gross proceeds of the Offering and sale of the Private Placement Warrants (as defined in the Underwriting Agreement)
(or $230,000,000 if the Underwriter’s over-allotment option is exercised in full) will be delivered to the Trustee to be deposited
and held in a segregated trust account located at all times in the United States (the “Trust Account”) for the
benefit of the Company and the holders of Ordinary Shares included in the Units issued in the Offering as hereinafter provided (the amount
to be delivered to the Trustee (and any interest subsequently earned thereon) is referred to herein as the “Property,”
the shareholders for whose benefit the Trustee shall hold the Property will be referred to as the “Public Shareholders,”
and the Public Shareholders and the Company will be referred to together as the “Beneficiaries”); and


 


WHEREAS, pursuant to the Underwriting Agreement,
a portion of the Property equal to $7,000,000, or $8,050,000 if the Underwriter’s over-allotment option is exercised in full, is
attributable to deferred underwriting discounts and commissions that may be payable by the Company to the Underwriter upon the consummation
of the Business Combination (as defined below) (the “Deferred Discount”); and


 


WHEREAS, the Company and the Trustee desire
to enter into this Agreement to set forth the terms and conditions pursuant to which the Trustee shall hold the Property.


 


NOW THEREFORE, IT IS AGREED:


 


1.                 
Agreements and Covenants of Trustee. The Trustee hereby agrees and covenants to:


 


(a)               Hold
the Property in trust for the Beneficiaries in accordance with the terms of this Agreement in the Trust Account established by the
Trustee located in the United States at JPMorgan Chase Bank, N.A. (or at another U.S. chartered commercial bank with consolidated
assets of $100 billion or more) and at a brokerage institution selected by the Trustee that is reasonably satisfactory to the
Company;


 






     


     


    

 


(b)              
Manage, supervise and administer the Trust Account subject to the terms and conditions set forth herein;


 


(c)              
In a timely manner, upon the written instruction of the Company, invest and reinvest the Property in United States government securities
within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended, having a maturity of 185 days or less, or in
money market funds meeting the conditions of paragraphs (d)(1), (d)(2), (d)(3) and (d)(4) of Rule 2a-7 promulgated under the Investment
Company Act of 1940, as amended, which invest only in direct U.S. government treasury obligations, as determined by the Company; it being
understood that the Trust Account will earn no interest while account funds are uninvested awaiting the Company’s instructions hereunder;
while on deposit invested or uninvested, the Trustee may earn bank credits or other consideration;


 


(d)              
Collect and receive, when due, all interest or other income arising from the Property, which shall become part of the “Property,”
as such term is used herein;


 


(e)              
Promptly notify the Company and the Underwriter of all communications received by the Trustee with respect to any Property requiring
action by the Company;


 


(f)               
Supply any necessary information or documents as may be requested by the Company (or its authorized agents) in connection with
the Company’s preparation of tax returns relating to assets held in the Trust Account or in connection with the preparation or completion
of the audit of the Company’s financial statements by the Company’s auditors;


 


(g)              
Participate in any plan or proceeding for protecting or enforcing any right or interest arising from the Property if, as and when
instructed by the Company to do so;


 


(h)              
Render to the Company monthly written statements of the activities of, and amounts in, the Trust Account reflecting all receipts
and disbursements of the Trust Account;


 


(i)                 Commence
liquidation of the Trust Account only after and promptly after (x) receipt of, and only in accordance with, the terms of a letter
from the Company (“Termination Letter”) in a form substantially similar to that attached hereto as either
Exhibit A or Exhibit B signed on behalf of the Company by its Chief Executive Officer, Chief Investment Officer, Chief Financial
Officer, General Counsel, Secretary or Chairman of the board of directors of the Company (the “Board”) or
other authorized officer of the Company, and complete the liquidation of the Trust Account and distribute the Property in the Trust
Account, including interest (less up to $100,000 of interest that may be released to the Company to pay dissolution expenses and
which interest shall be net of any taxes payable, it being understood that the Trustee has no obligation to monitor or question the
Company’s position that an allocation has been made for taxes payable), only as directed in the Termination Letter and the
other documents referred to therein; provided, that, in the case a Termination Letter in the form of Exhibit A is received,
or (y) upon the date which is twenty-four (24) months after the closing of the Offering, or such later date as may be approved by
the Company’s shareholders in accordance with the Company’s amended and restated memorandum and articles of association,
as amended from time to time, if a Termination Letter has not been received by the Trustee prior to such date, in which case the
Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit B and
the Property in the Trust Account, including interest (less up to $100,000 of interest that may be released to the Company to pay
dissolution expenses and which interest shall be net of any taxes payable), shall be distributed to the Public Shareholders as of
such date;


 






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(j)                
Upon written request from the Company, which may be given from time to time in a form substantially similar to that attached hereto
as Exhibit C (a “Tax Payment Withdrawal Instruction”), withdraw from the Trust Account and distribute to the
Company the amount of interest earned on the Property requested by the Company to cover any tax obligation owed by the Company as a result
of assets of the Company or interest or other income earned on the Property, which amount shall be delivered directly to the Company by
electronic funds transfer or other method of prompt payment, and the Company shall forward such payment to the relevant taxing authority;
provided, however, that to the extent there is not sufficient cash in the Trust Account to pay such tax obligation, the
Trustee shall liquidate such assets held in the Trust Account as shall be designated by the Company in writing to make such distribution
so long as there is no reduction in the principal amount per share initially deposited in the Trust Account; provided, further,
however, that if the tax to be paid is a franchise tax, the written request by the Company to make such distribution shall be accompanied
by a copy of the franchise tax bill for the Company (it being acknowledged and agreed that any such amount in excess of interest income
earned on the Property shall not be payable from the Trust Account). The written request of the Company referenced above shall constitute
presumptive evidence that the Company is entitled to said funds, and the Trustee shall have no responsibility to look beyond said request;


 


(k)              
Upon written request from the Company, which may be given from time to time in a form substantially similar to that attached hereto
as Exhibit D (a “Shareholder Redemption Withdrawal Instruction”), the Trustee shall distribute on behalf of
the Company the amount requested by the Company to be used to redeem Ordinary Shares from Public Shareholders properly submitted in connection
with a shareholder vote to approve an amendment to the Company’s amended and restated memorandum and articles of association (A) to
modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial merger,
amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination involving the Company
and one or more businesses (a “Business Combination”) or to redeem 100% of the Company’s public shares
if it does not complete its initial Business Combination within twenty-four (24) months from the closing of the Offering or (B) with respect
to any other provision relating to shareholders’ rights or pre-initial Business Combination activity. The written request of the
Company referenced above shall constitute presumptive evidence that the Company is entitled to distribute said funds, and the Trustee
shall have no responsibility to look beyond said request; and


 


(l)                
Not make any withdrawals or distributions from the Trust Account other than pursuant to Section 1(i), (j) or (k) above.


 






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2.                 
 Agreements and Covenants of the Company. The Company hereby agrees and covenants to:


 


(a)              
Give all instructions to the Trustee hereunder in writing, signed by the Company’s Chairman of the Board, President, Chief
Executive Officer, Chief Investment Officer, Chief Financial Officer, General Counsel or Secretary. In addition, except with respect to
its duties under Sections 1(i), 1(j) and 1(k) hereof, the Trustee shall be entitled to rely on, and shall be protected
in relying on, any verbal or telephonic advice or instruction which it, in good faith and with reasonable care, believes to be given by
any one of the persons authorized above to give written instructions, provided that the Company shall promptly confirm such instructions
in writing;


 


(b)              
Subject to Section 4 hereof, hold the Trustee harmless and indemnify the Trustee from and against any and all reasonable
and documented expenses, including reasonable outside counsel fees and disbursements, or losses suffered by the Trustee in connection
with any action taken by it hereunder and in connection with any action, suit or other proceeding brought against the Trustee involving
any claim, or in connection with any claim or demand, which in any way arises out of or relates to this Agreement, the services of the
Trustee hereunder, or the Property or any interest earned on the Property, except for expenses and losses resulting from the Trustee’s
gross negligence, fraud or willful misconduct. Promptly after the receipt by the Trustee of notice of demand or claim or the commencement
of any action, suit or proceeding, pursuant to which the Trustee intends to seek indemnification under this Section 2(b), it shall
notify the Company in writing of such claim (hereinafter referred to as the “Indemnified Claim”). The Trustee
shall have the right to conduct and manage the defense against such Indemnified Claim; provided that the Trustee shall obtain the
consent of the Company with respect to the selection of counsel, which consent shall not be unreasonably withheld. The Trustee may not
agree to settle any Indemnified Claim without the prior written consent of the Company, which such consent shall not be unreasonably withheld.
The Company may participate in such action with its own counsel;


 


(c)              
Pay to the Trustee the fees set forth on Schedule A hereto, including an initial acceptance fee, annual administration fee, and
transaction processing fee which fees shall be subject to modification by the parties from time to time. It is expressly understood that
the Property shall not be used to pay such fees unless and until it is distributed to the Company pursuant to Sections 1(i) through
1(j) hereof. The Company shall pay the Trustee the initial acceptance fee and the first annual administration fee at the consummation
of the Offering. The Company shall not be responsible for any other fees or charges of the Trustee except as set forth in this Section
2(c) and as may be provided in Section 2(b) hereof;


 


(d)              
In connection with any vote of the Company’s shareholders regarding a Business Combination, provide to the Trustee an affidavit
or certificate of the inspector of elections for the shareholder meeting verifying the vote of such shareholders regarding such Business
Combination;


 


(e)              
Provide the Underwriter with a copy of any Termination Letter(s) and/or any other correspondence that is sent to the Trustee with
respect to any proposed withdrawal from the Trust Account promptly after it issues the same;


 






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(f)               
 Expressly provide in any Instruction Letter (as defined in Exhibit A) delivered in connection with a Termination Letter in the
Form of Exhibit A that the Deferred Discount be paid directly to the account or accounts directed by the Underwriter; and


 


(g)              
Instruct the Trustee to make only those distributions that are permitted under this Agreement, and refrain from instructing the
Trustee to make any distributions that are not permitted under this Agreement.


 


3.                 
Limitations of Liability. The Trustee shall have no responsibility or liability to:


 


(a)              
Imply obligations, perform duties, inquire or otherwise be subject to the provisions of any agreement or document other than this
Agreement and that which is expressly set forth herein;


 


(b)              
Take any action with respect to the Property, other than as directed in Section 1 hereof, and the Trustee shall have no
liability to any party except for liability arising out of the Trustee’s gross negligence, fraud or willful misconduct;


 


(c)              
Institute any proceeding for the collection of any principal and income arising from, or institute, appear in or defend any proceeding
of any kind with respect to, any of the Property unless and until it shall have received instructions from the Company given as provided
herein to do so and the Company shall have advanced or guaranteed to it funds sufficient to pay any expenses incident thereto;


 


(d)              
Refund any depreciation in principal of any Property;


 


(e)              
Assume that the authority of any person designated by the Company to give instructions hereunder shall not be continuing unless
provided otherwise in such designation, or unless the Company shall have delivered a written revocation of such authority to the Trustee;


 


(f)               
The other parties hereto or to anyone else for any action taken or omitted by it, or any action suffered by it to be taken or omitted,
in good faith and in the Trustee’s best judgment, except for the Trustee’s gross negligence, fraud or willful misconduct.
The Trustee may rely conclusively and shall be protected in acting upon any order, notice, demand, certificate, opinion or advice of counsel
(including counsel chosen by the Trustee with written notification to the Company, which counsel may be the Company’s counsel),
statement, instrument, report or other paper or document (not only as to its due execution and the validity and effectiveness of its provisions,
but also as to the truth and acceptability of any information therein contained) which the Trustee believes, in good faith and with reasonable
care, to be genuine and to be signed or presented by the proper person or persons. The Trustee shall not be bound by any notice or demand,
or any waiver, modification, termination or rescission of this Agreement or any of the terms hereof, unless evidenced by a written instrument
delivered to the Trustee, signed by the proper party or parties and, if the duties or rights of the Trustee are affected, unless it shall
give its prior written consent thereto;


 


(g)              
Verify the accuracy of the information contained in the Registration Statement;


 






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(h)              
 Provide any assurance that any Business Combination entered into by the Company or any other action taken by the Company is as
contemplated by the Registration Statement;


 


(i)                
File information returns with respect to the Trust Account with any local, state or federal taxing authority or provide periodic
written statements to the Company documenting the taxes payable by the Company, if any, relating to any interest income earned on the
Property;


 


(j)                
Prepare, execute and file tax reports, income or other tax returns and pay any taxes with respect to any income generated by, and
activities relating to, the Trust Account, regardless of whether such tax is payable by the Trust Account or the Company, including, but
not limited to, franchise and income tax obligations, except pursuant to Section 1(j) hereof; or


 


(k)              
Verify calculations, qualify or otherwise approve the Company’s written requests for distributions pursuant to Sections
1(i), 1(j) or 1(k) hereof.


 


4.                 
Trust Account Waiver. The Trustee has no right of set-off or any right, title, interest or claim of any kind (“Claim”)
to, or to any monies in, the Trust Account, and hereby irrevocably waives any Claim to, or to any monies in, the Trust Account that it
may have now or in the future. In the event the Trustee has any Claim against the Company under this Agreement, including, without limitation,
under Section 2(b) or Section 2(c) hereof, the Trustee shall pursue such Claim solely against the Company and its assets
outside the Trust Account and not against the Property or any monies in the Trust Account.


 


5.                 
Termination. This Agreement shall terminate as follows:


 


(a)              
If the Trustee gives written notice to the Company that it desires to resign under this Agreement, the Company shall use its reasonable
efforts to locate a successor trustee, pending which the Trustee shall continue to act in accordance with this Agreement. At such time
that the Company notifies the Trustee that a successor trustee has been appointed and has agreed to become subject to the terms of this
Agreement (whether following the Trustee giving notice that it desires to resign under this Agreement or the Company otherwise electing
to replace the Trustee under this Agreement), the Trustee shall transfer the management of the Trust Account to the successor trustee,
including but not limited to the transfer of copies of the reports and statements relating to the Trust Account, whereupon this Agreement
shall terminate; provided, however, that in the event that the Company does not locate a successor trustee within ninety
(90) days of receipt of the resignation notice from the Trustee, the Trustee may submit an application to have the Property deposited
with any court in the State of New York or with the United States District Court for the Southern District of New York and upon such deposit,
the Trustee shall be immune from any liability whatsoever;


 


(b)              
At such time that the Trustee has completed the liquidation of the Trust Account and its obligations in accordance with the provisions
of Section 1(i) hereof and distributed the Property in accordance with the provisions of the Termination Letter, this Agreement
shall terminate except with respect to Section 2(b); or


 






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(c)              
 If the Offering is not consummated within ten (10) business days of the date of this Agreement, in which case any funds received
by the Trustee from the Company or XPAC Sponsor LLC for purposes of funding the Trust Account shall be promptly returned to the Company
or XPAC Sponsor LLC, as applicable.


 


6.                 
Miscellaneous.


 


(a)              
The Company and the Trustee each acknowledge that the Trustee will follow the security procedures set forth below with respect
to funds transferred from the Trust Account. The Company and the Trustee will each restrict access to confidential information relating
to such security procedures to authorized persons. Each party must notify the other party immediately if it has reason to believe unauthorized
persons may have obtained access to such confidential information, or of any change in its authorized personnel. In executing funds transfers,
the Trustee shall rely upon all information supplied to it by the Company, including, account names, account numbers, and all other identifying
information relating to a Beneficiary, Beneficiary’s bank or intermediary bank. Except for any liability arising out of the Trustee’s
gross negligence, fraud or willful misconduct, the Trustee shall not be liable for any loss, liability or out-of-pocket expense resulting
from any error in the information or transmission of the funds.


 


(b)              
This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York.


 


(c)              
This Agreement contains the entire agreement and understanding of the parties hereto with respect to the subject matter hereof.
Except for Section 1(i), 1(j) and 1(k) hereof (which sections may not be modified, amended or deleted without the
affirmative vote of sixty five percent (65%) of the then outstanding Ordinary Shares and Class B ordinary shares, par value $0.0001 per
share, of the Company voting together as a single class; provided that no such amendment will affect any Public Shareholder who
has otherwise indicated his, her or its election to redeem his, her or its Ordinary Shares in connection with a shareholder vote sought
to amend this Agreement), this Agreement or any provision hereof may only be changed, amended or modified (other than to correct a typographical
error) by a writing signed by each of the parties hereto.


 


(d)              
The parties hereto consent to the jurisdiction and venue of any state or federal court located in the City of New York, State of
New York, for purposes of resolving any disputes hereunder. AS TO ANY CLAIM, CROSS-CLAIM OR COUNTERCLAIM IN ANY WAY RELATING TO THIS
AGREEMENT, EACH PARTY WAIVES THE RIGHT TO TRIAL BY JURY.


 


(e)              
Any notice, consent or request to be given in connection with any of the terms or provisions of this Agreement shall be in writing
and shall be sent by express mail or similar private courier service, by certified mail (return receipt requested), by hand delivery,
by electronic mail or by facsimile transmission:


 






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if to the Trustee, to:


 


Continental Stock Transfer & Trust Company

One State Street, 30th Floor

New York, New York 10004

Attn: Francis Wolf & Celeste Gonzalez

  


Email: fwolf@continentalstock.com


Email: cgonzalez@continentalstock.com


 


if to the Company, to:


 


XPAC Acquisition Corp.


55 West 46th Street, 30th floor

New York, NY 10036


Attn: Chief Executive Officer


Email: chu.kong@xpasset.com.br


 


with copies to: Av. Presidente Juscelino Kubitschek, 1909, 25th floor,
Torre Sul, São Paulo, SP, Brazil 04543-907


 


in each case, with copies to:


 


Skadden, Arps, Slate, Meagher & Flom LLP

Av. Brigadeiro Faria Lima, 3311, 7th Floor

04538-133 São Paulo, SP, Brazil

Attn:     J. Mathias von Bernuth, Esq.

Fax No.: +55 (11) 3708-1845


 


and


 


Citigroup Global Markets Inc.

388 Greenwich Street

New York, New York 10013

Attn:     General Counsel


 


and


 


Shearman & Sterling LLP

Av. Brigadeiro Faria Lima, 3400, 17th Floor

04538-132 São Paulo, SP, Brazil

Attn:     Roberta Cherman, Esq.

Fax No.: +55 (11) 3702 2200


 


Bank of America Tower, 800 Capitol Street, Suite 2200

Houston, Texas 77002

Attn:      William B. Nelson, Esq.

Fax No.: +1 (713) 354-4900


 






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(f)               
This Agreement may not be assigned by the Trustee without the prior consent of the Company.


 





(g)              
 Each of the Company and the Trustee hereby represents that it has the full right and power and has been duly authorized to enter
into this Agreement and to perform its respective obligations as contemplated hereunder. The Trustee acknowledges and agrees that it shall
not make any claims or proceed against the Trust Account, including by way of set-off, and shall not be entitled to any funds in the Trust
Account under any circumstance.


 


(h)              
This Agreement is the joint product of the Trustee and the Company and each provision hereof has been subject to the mutual consultation,
negotiation and agreement of such parties and shall not be construed for or against any party hereto.


 


(i)                
This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts
shall together constitute one and the same instrument. In the event that any signature is delivered by facsimile transmission or any other
form of electronic delivery, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such
signature is executed) with the same force and effect as if such signature page were an original thereof.


 


(j)                
Each of the Company and the Trustee hereby acknowledges and agrees that the Underwriter is a third party beneficiary of this Agreement.


 


(k)              
Except as specified herein, no party to this Agreement may assign its rights or delegate its obligations hereunder to any other
person or entity.


 


[Signature page follows]


 






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IN WITNESS WHEREOF, the parties have duly
executed this Investment Management Trust Agreement as of the date first written above.


 


	 	Continental Stock Transfer & Trust
    Company,
    as Trustee
	 	 
	 	By:	/s/ Francis Wolf
	 	 	Name: Francis Wolf
	 	 	Title: Vice President
	 	 
	 	XPAC Acquisition Corp.
	 	 
	 	By:	/s/ Chu Chiu Kong
	 	 	Name: Chu Chiu Kong
	 	 	Title: Director/CEO




 


[Signature Page to Investment
Management Trust Agreement]


 



     


     


    










 


SCHEDULE A


 


	Fee Item	 	Time and method of payment	 	Amount	 
	Initial acceptance fee	 	Initial closing of the Offering by wire transfer.	 	$	3,500.00	 
	Annual fee	 	First year fee payable at initial closing of the Offering by wire transfer, thereafter on the anniversary of the effective date of the Offering by wire transfer or check.	 	$	10,000.00	 
	Transaction processing fee for disbursements to Company under Sections 1(i) and 1(j)	 	Billed to Company following disbursement made to Company under Sections 1(i) and 1(j)	 	$	250.00	 
	Paying Agent services as required pursuant to Section 1(i) and 1(k)	 	Billed to Company upon delivery of service pursuant to Section 1(i) and 1(k)	 	 	Prevailing rates	 



 






    Sched. A-1


     


    

 


EXHIBIT A



[Letterhead of Company]


 


[Insert date]


 


Continental Stock Transfer & Trust Company

One State Street, 30th Floor

New York, New York 10004

Attn: Francis Wolf & Celeste Gonzalez


 


Re: Trust Account – Termination Letter


 


Dear Mr. Wolf and Ms. Gonzalez:


 


Pursuant to Section 1(i) of the Investment Management Trust
Agreement between XPAC Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company
(the “Trustee”), dated as of [•], 2021 (the “Trust Agreement”), this is to advise
you that the Company has entered into an agreement with          (the “Target Business”)
to consummate a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination
with the Target Business (the “Business Combination”) on or about [insert date]. The Company shall notify
you at least seventy-two (72) hours in advance of the actual date (or such shorter time period as you may agree) of the consummation of
the Business Combination (“Consummation Date”). Capitalized terms used but not defined herein shall have the
meanings set forth in the Trust Agreement.


 


In accordance with the terms of the Trust Agreement,
we hereby authorize you to commence to liquidate all of the assets of the Trust Account and to transfer the proceeds into the above-referenced
trust operating account at JPMorgan Chase Bank, N.A. to the effect that, on the Consummation Date, all of the funds held in the Trust
Account will be immediately available for transfer to the account or accounts that Citigroup Global Markets Inc. (the “Underwriter”)
(with respect to the Deferred Discount) and the Company shall direct on the Consummation Date. It is acknowledged and agreed that while
the funds are on deposit in the trust operating account at JPMorgan Chase Bank, N.A. awaiting distribution, neither the Company nor the
Underwriter will earn any interest.


 


On the Consummation Date (i) counsel for the
Company shall deliver to you written notification that the Business Combination has been consummated, or will be consummated
substantially, concurrently with your transfer of funds to the accounts as directed by the Company (the
 “Notification”) and (ii) the Company shall deliver to you (a) a certificate of the Chief Executive
Officer, which verifies that the Business Combination has been approved by a vote of the Company’s shareholders, if a vote is
held and (b) joint written instruction signed by the Company and the Underwriter with respect to the transfer of the funds held in
the Trust Account, including payment of the Deferred Discount from the Trust Account (the “Instruction
Letter”). You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your
receipt of the Notification and the Instruction Letter, in accordance with the terms of the Instruction Letter. In the event that
certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the
Company in writing of the same and the Company shall direct you as to whether such funds should remain in the Trust Account and be
distributed after the Consummation Date to the Company. Upon the distribution of all the funds, net of any payments necessary for
reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations under the Trust Agreement shall be
terminated.


 






    A-1


     


    

 


In the event that the Business Combination is not
consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation
Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust
Account shall be reinvested as provided in Section 1(c) of the Trust Agreement on the business day immediately following the Consummation
Date as set forth in the notice as soon thereafter as possible.


 


	 	Very truly yours,
	 	 
	 	XPAC Acquisition Corp.
	 	 
	 	By:	 
	 	 	Name:       
	 	 	Title:




 


cc:              Citigroup Global Markets Inc.


 






    A-2


     


    

 





EXHIBIT B



[Letterhead of Company]


 


[Insert date]


 


Continental Stock Transfer & Trust Company

One State Street, 30th Floor

New York, New York 10004

Attn: Francis Wolf & Celeste Gonzalez


 


Re: Trust Account – Termination Letter


 


Dear Mr. Wolf and Ms. Gonzalez:


 


Pursuant to Section 1(i) of the Investment
Management Trust Agreement between XPAC Acquisition Corp. (the “Company”) and Continental Stock Transfer &
Trust Company (the “Trustee”), dated as of [•], 2021 (the “Trust Agreement”),
this is to advise you that the Company has been unable to effect a merger, amalgamation, share exchange, asset acquisition, share purchase,
reorganization or similar business combination with a target business (the “Business Combination”) within the
time frame specified in the Company’s amended and restated memorandum and articles of association, as described in the Company’s
Prospectus relating to the Offering. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.


 


In accordance with the terms of the Trust Agreement,
we hereby authorize you to liquidate all of the assets in the Trust Operating Account and to transfer the total proceeds into the trust
operating account at JPMorgan Chase Bank, N.A. to await distribution to the Public Shareholders. The Company has selected [•] as
the effective date for the purpose of determining when the Public Shareholders will be entitled to receive their share of the liquidation
proceeds. You agree to be the Paying Agent of record and, in your separate capacity as Paying Agent, agree to distribute said funds directly
to the Company’s Public Shareholders in accordance with the terms of the Trust Agreement and the amended and restated memorandum
and articles of association of the Company. Upon the distribution of all the funds, your obligations under the Trust Agreement shall be
terminated, except to the extent otherwise provided in Section 1(j) of the Trust Agreement.


 


	 	Very truly yours,
	 	 
	 	XPAC Acquisition Corp.
	 	 
	 	By:	 
	 	 	Name:       
	 	 	Title:




 


cc:          Citigroup Global Markets Inc.


 






    B-1


     


    

 





EXHIBIT C



[Letterhead of Company]


 


[Insert date]


 


Continental Stock Transfer & Trust Company

One State Street, 30th Floor

New York, New York 10004

Attn: Francis Wolf & Celeste Gonzalez


 


Re: Trust Account – Tax Payment Withdrawal Instruction


 


Dear Mr. Wolf and Ms. Gonzalez:


 


Pursuant to Section 1(j) of the Investment
Management Trust Agreement between XPAC Acquisition Corp. (the “Company”) and Continental Stock Transfer &
Trust Company (the “Trustee”), dated as of [•], 2021 (the “Trust Agreement”),
the Company hereby requests that you deliver to the Company $               
of the interest income earned on the Property as of the date hereof. Capitalized terms used but not defined herein shall have the meanings
set forth in the Trust Agreement.


 


The Company needs such funds to pay for the tax
obligations as set forth on the attached tax return or tax statement. In accordance with the terms of the Trust Agreement, you are hereby
directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s operating
account at:


 


[WIRE INSTRUCTION INFORMATION]


 


	 	Very truly yours,
	 	 
	 	XPAC Acquisition Corp.
	 	 
	 	By:	 
	 	 	Name:       
	 	 	Title:       




  


cc:          Citigroup Global Markets Inc.


 






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EXHIBIT D

[Letterhead of Company]


 


[Insert date]


 


Continental Stock Transfer & Trust Company

One State Street, 30th Floor

New York, New York 10004

Attn: Francis Wolf & Celeste Gonzalez


 


Dear Mr. Wolf and Ms. Gonzalez:


 


Re: Trust Account – Shareholder Redemption Withdrawal
Instruction


 


Pursuant to Section 1(k) of the Investment
Management Trust Agreement between XPAC Acquisition Corp. (the “Company”) and Continental Stock Transfer &
Trust Company (the “Trustee”), dated as of [•], 2021 (the “Trust Agreement”),
the Company hereby requests that you deliver to the redeeming Public Shareholders on behalf of the Company $                  of
the principal and interest income earned on the Property as of the date hereof. Capitalized terms used but not defined herein shall have
the meanings set forth in the Trust Agreement.


 


The Company needs such funds to pay its Public
Shareholders who have properly elected to have their Ordinary Shares redeemed by the Company in connection with a shareholder vote to
approve an amendment to the Company’s amended and restated memorandum and articles of association (A) to modify the substance
or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination or
to redeem 100% of the Company’s public shares if it does not complete its initial Business Combination within such time as is described
in the Company’s amended and restated certificate of memorandum and articles of association or (B) with respect to any other provision
relating to shareholders’ rights or pre-initial Business Combination activity. As such, you are hereby directed and authorized to
transfer (via wire transfer) such funds promptly upon your receipt of this letter to the redeeming Public Shareholders in accordance with
your customary procedures.


 


	 	Very truly yours,
	 	 
	 	XPAC Acquisition Corp.
	 	 
	 	By:	 
	 	 	Name:       
	 	 	Title:       




 


cc:           Citigroup Global Markets Inc.


 






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