Proof - tm2111449d3_ex4-2.htm





 


Exhibit 10.3


 


EXECUTION VERSION


 


REGISTRATION RIGHTS AGREEMENT


 


THIS REGISTRATION RIGHTS AGREEMENT (this
 “Agreement”), dated as of July 29, 2021, is made and entered into by and among XPAC Acquisition
Corp., a Cayman Islands exempted company (the “Company”), and XPAC Sponsor LLC, a Cayman Islands limited
liability company (the “Sponsor” and, together with any person or entity who hereafter becomes a party to
this Agreement pursuant to Section 5.2 of this Agreement, the “Holders” and, each, a
 “Holder”).


 


RECITALS


 


WHEREAS, the Company and the Sponsor have
entered into that certain Securities Subscription Agreement, dated as of March 19, 2021, pursuant to which the Sponsor subscribed for
an aggregate of 5,750,000 Class B ordinary shares, par value $0.0001 per share (the “Founder Shares”), of the
Company (which includes up to 750,000 shares that are subject to forfeiture by our Sponsor depending on the extent to which the underwriters’
over-allotment option is exercised);


 


WHEREAS, on May 12, 2021 the Sponsor
entered into that certain Securities Assignment Agreement, pursuant to which the Sponsor assigned an aggregate of 90,000 of its Founder
Shares to Ana Cabral-Gardner, Denis Barros Pedreira and Camilo de Oliveira Tedde.


 


WHEREAS, the Founder Shares are convertible
into the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), at the
time of the initial Business Combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment, on the
terms and conditions provided in the Company’s amended and restated memorandum and articles of association, as may be amended from
time to time;


 


WHEREAS, on the date hereof, the Company
and the Sponsor entered into that certain Sponsor Warrants Purchase Agreement (the “Private Placement Warrants Purchase Agreement”),
pursuant to which the Sponsor agreed to purchase 4,000,000 warrants (or up to 4,400,000 warrants depending on the extent to which the
underwriters in the Company’s initial public offering exercise their over-allotment option) (the “Private Placement
Warrants”), in a private placement transaction occurring simultaneously with the closing of the Company’s initial
public offering, each Private Placement Warrant entitling the holder thereof to purchase one Ordinary Share at a price of $11.50; and


 


WHEREAS, the Company and the Holders desire
to enter into this Agreement, pursuant to which the Company shall grant the Holders certain registration rights with respect to certain
securities of the Company, as set forth in this Agreement.


 


NOW, THEREFORE, in consideration
of the representations, covenants and agreements contained herein, and certain other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:


 






     


     


    

 


Article
I


DEFINITIONS


 


1.1             
Definitions. The terms defined in this Article I shall, for all purposes of this Agreement, have the respective meanings
set forth below:


 


“Adverse Disclosure”
shall mean any public disclosure of material non-public information, which disclosure, in the good faith judgment of the Chief Executive
Officer, the President or the principal financial officer of the Company, after consultation with counsel to the Company, (i) would
be required to be made in any Registration Statement or Prospectus in order for the applicable Registration Statement or Prospectus not
to contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein
(in the case of any prospectus and any preliminary prospectus, in the light of the circumstances under which they were made) not misleading,
(ii) would not be required to be made at such time if the Registration Statement were not being filed and (iii) the Company has a bona
fide business purpose for not making such information public.


 


“Agreement” shall have
the meaning given in the Preamble.


 


“Board” shall mean the
Board of Directors of the Company.


 


“Business Combination”
shall mean any merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or other similar business combination
with one or more businesses, involving the Company.


 


“Commission” shall mean
the Securities and Exchange Commission.


 


“Company” shall have
the meaning given in the Preamble.


 


“Demand Registration”
shall have the meaning given in subsection 2.1.1.


 


“Demanding Holder” shall
have the meaning given in subsection 2.1.1.


 


“Exchange Act” shall
mean the Securities Exchange Act of 1934, as it may be amended from time to time.


 


“Form S-1” shall have
the meaning given in subsection 2.1.1.


 


“Form S-3” shall have
the meaning given in subsection 2.3.


 


“Founder Shares” shall
have the meaning given in the Recitals hereto and shall be deemed to include the Ordinary Shares issuable upon conversion thereof.


 


“Founder Shares Lock-up
Period” shall mean, with respect to the Founder Shares, the period ending on the earlier of (A) one year after the
completion of the Company’s initial Business Combination and (B) subsequent to the Company’s initial Business
Combination, (x) if the last reported sale price of the Ordinary Shares equals or exceeds $12.00 per share (as adjusted for
share sub-divisions, share dividends, rights issuances, consolidations, reorganizations, recapitalizations and other similar
transactions) for any 20 trading days within any 30-trading day period commencing at least 120 days after the Company’s
initial Business Combination or (y) the date on which the Company completes a liquidation, merger, amalgamation, share
exchange, reorganization or other similar transaction that results in all of the Company’s shareholders having the right to
exchange their Ordinary Shares for cash, securities or other property.


 






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“Holders” shall have
the meaning given in the Preamble.


 


“Insider Letter” shall
mean that certain letter agreement, dated the date hereof, by and among the Company, the Sponsor and each of the Company’s officers,
directors and director nominees.


 


“Maximum Number of Securities”
shall have the meaning given in subsection 2.1.4.


 


“Misstatement” shall
mean an untrue statement of a material fact or an omission to state a material fact required to be stated in a Registration Statement
or Prospectus or necessary to make the statements in a Registration Statement or Prospectus (in the case of a Prospectus, in the light
of the circumstances under which they were made) not misleading.


 


“Ordinary Shares” shall
have the meaning given in the Recitals hereto.


 


“Permitted Transferees”
shall mean a person or entity to whom a Holder of Registrable Securities is permitted to transfer such Registrable Securities prior to
the expiration of the Founder Shares Lock-up Period or Private Placement Lock-up Period, as the case may be, under the Insider Letter
and any other applicable agreement between such Holder and the Company and to any transferee thereafter.


 


“Piggyback Registration”
shall have the meaning given in subsection 2.2.1.


 


“Private Placement Lock-up Period”
shall mean, with respect to Private Placement Warrants that are held by the initial purchasers of such Private Placement Warrants or their
Permitted Transferees, and any of the Ordinary Shares issued or issuable upon the exercise or conversion of the Private Placement Warrants
and that are held by the initial purchasers of the Private Placement Warrants or their Permitted Transferees, the period ending 30 days
after the completion of the Company’s initial Business Combination.


 


“Private Placement Warrants”
shall have the meaning given in the Recitals hereto.


 


“Private Placement Warrants Purchase
Agreement” shall have the meaning given in the Recitals hereto.


 


“Prospectus” shall mean
the prospectus included in any Registration Statement, as supplemented by any and all prospectus supplements and as amended by any and
all post-effective amendments and including all material incorporated by reference in such prospectus.


 






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“Registrable
Security” shall mean (a) the Ordinary Shares issued or issuable upon the conversion of any Founder Shares, (b) the
Private Placement Warrants (including any Ordinary Shares issued or issuable upon the exercise of any such Private Placement
Warrants), (c) any outstanding Ordinary Shares or any other equity security (including the Ordinary Shares issued or issuable upon
the exercise of any other equity security) of the Company held by a Holder as of the date of this Agreement, (d) any equity
securities (including the Ordinary Shares issued or issuable upon the exercise of any such equity security) of the Company issuable
upon conversion of any working capital loans in an amount up to $1,500,000 made to the Company by a Holder, and (e) any other equity
security of the Company sold or issued or issuable with respect to any such Ordinary Share by way of a share dividend or share
sub-division or in connection with a combination of shares, recapitalization, merger, amalgamation, consolidation, spin-off or
reorganization; provided, however, that, as to any particular Registrable Security, such securities shall cease to be
Registrable Securities when: (A) a Registration Statement with respect to the sale of such securities shall have become effective
under the Securities Act and such securities shall have been sold, transferred, disposed of or exchanged in accordance with such
Registration Statement; (B) such securities shall have been otherwise transferred, new certificates for such securities not bearing
a legend restricting further transfer shall have been delivered by the Company and subsequent public distribution of such securities
shall not require registration under the Securities Act; (C) such securities shall have ceased to be outstanding; (D) such
securities may be sold without registration pursuant to Rule 144 promulgated under the Securities Act (but with no volume or other
restrictions or limitations); or (E) such securities have been sold to, or through, a broker, dealer or underwriter in a public
distribution or other public securities transaction.


 


“Registration” shall
mean a registration effected by preparing and filing a registration statement or similar document in compliance with the requirements
of the Securities Act, and the applicable rules and regulations promulgated thereunder, and such registration statement becoming effective.


 


“Registration Expenses”
shall mean the out-of-pocket expenses of a Registration, including, without limitation, the following:


 


(A)       all
registration and filing fees (including fees with respect to filings required to be made with the Financial Industry Regulatory Authority,
Inc.) and any securities exchange on which the Ordinary Shares are then listed;


 


(B)       fees
and expenses of compliance with securities or blue sky laws (including reasonable fees and disbursements of outside counsel for the Underwriters
in connection with blue sky qualifications of Registrable Securities);


 


(C)       printing,
messenger, telephone and delivery expenses;


 


(D)       reasonable
fees and disbursements of counsel for the Company;


 


(E)       reasonable
fees and disbursements of all independent registered public accountants of the Company incurred specifically in connection with such Registration;
and


 





(F)       reasonable
fees and expenses of one (1) legal counsel selected by the majority-in-interest of the Demanding Holders initiating a Demand Registration
to be registered for offer and sale in the applicable Registration.


 






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“Registration Statement”
shall mean any registration statement that covers the Registrable Securities pursuant to the provisions of this Agreement, including the
Prospectus included in such registration statement, amendments (including post-effective amendments) and supplements to such registration
statement, and all exhibits to and all material incorporated by reference in such registration statement.


 


“Requesting Holder” shall
have the meaning given in subsection 2.1.1.


 


“Securities Act” shall
mean the Securities Act of 1933, as amended from time to time.


 


“Sponsor” shall have
the meaning given in the Recitals hereto.


 


“Underwriter” shall mean
a securities dealer who purchases any Registrable Securities as principal in an Underwritten Offering and not as part of such dealer’s
market-making activities.


 


“Underwritten Registration”
or “Underwritten Offering” shall mean a Registration in which securities of the Company are sold to an Underwriter
in a firm commitment underwriting for distribution to the public.


 


Article
II

REGISTRATIONS


 


2.1             
Demand Registration.


 


2.1.1        Request
for Registration. Subject to the provisions of subsection 2.1.4 and Section 2.4 hereof, at any time and from time to time on or
after the date the Company consummates the initial Business Combination, the Holders of at least thirty percent (30%) in interest of
the then outstanding number of Registrable Securities (the “Demanding Holders”) may make a written demand
for Registration under the Securities Act of all or part of their Registrable Securities, which written demand shall describe the
amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof (such written
demand a “Demand Registration”). The Company shall, within ten (10) days of the Company’s receipt of
the Demand Registration, notify, in writing, all other Holders of Registrable Securities of such demand, and each Holder of
Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a
Registration pursuant to a Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable
Securities in such Registration, a “Requesting Holder”) shall so notify the Company, in writing, within
five (5) days after the receipt by the Holder of the notice from the Company. Upon receipt by the Company of any such written
notification from a Requesting Holder(s), such Requesting Holder(s) shall be entitled to have their Registrable Securities included
in a Registration pursuant to a Demand Registration and the Company shall effect, as soon thereafter as practicable, the
Registration of all Registrable Securities requested by the Demanding Holder(s) and Requesting Holder(s) pursuant to such Demand
Registration, including by filing a Registration Statement relating thereto as soon as practicable, but not more than forty five
(45) days immediately after the Company’s receipt of the Demand Registration. Under no circumstances shall the Company be
obligated to effect more than an aggregate of three (3) Registrations pursuant to a Demand Registration under
this subsection 2.1.1 with respect to any or all Registrable Securities; provided, however, that a Registration
shall not be counted for such purposes unless a Form S-1 or any similar long-form registration statement that may be available at
such time (“Form S-1”) has become effective and all of the Registrable Securities requested by the
Requesting Holders to be registered on behalf of the Requesting Holders in such Form S-1 Registration have been sold, in accordance
with Section 3.1 of this Agreement.


 






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2.1.2       
Effective Registration. Notwithstanding the provisions of subsection 2.1.1 above or any other part of this Agreement,
a Registration pursuant to a Demand Registration shall not count as a Registration unless and until (i) the Registration Statement filed
with the Commission with respect to a Registration pursuant to a Demand Registration has been declared effective by the Commission and
(ii) the Company has complied with all of its obligations under this Agreement with respect thereto; provided, further,
that if, after such Registration Statement has been declared effective, an offering of Registrable Securities in a Registration pursuant
to a Demand Registration is subsequently interfered with by any stop order or injunction of the Commission, federal or state court or
any other governmental agency the Registration Statement with respect to such Registration shall be deemed not to have been declared effective,
unless and until, (i) such stop order or injunction is removed, rescinded or otherwise terminated, and (ii) a majority-in-interest of
the Demanding Holders initiating such Demand Registration thereafter affirmatively elect to continue with such Registration and accordingly
notify the Company in writing, but in no event later than five (5) days, of such election; provided, further, that the Company
shall not be obligated or required to file another Registration Statement until the Registration Statement that has been previously filed
with respect to a Registration pursuant to a Demand Registration becomes effective or is subsequently terminated.


 


2.1.3       
Underwritten Offering. Subject to the provisions of subsection 2.1.4 and Section 2.4 hereof, if a majority-in-interest of
the Demanding Holders so advise the Company as part of their Demand Registration that the offering of the Registrable Securities pursuant
to such Demand Registration shall be in the form of an Underwritten Offering, then the right of such Demanding Holder or Requesting Holder
(if any) to include its Registrable Securities in such Registration shall be conditioned upon such Holder’s participation in such
Underwritten Offering and the inclusion of such Holder’s Registrable Securities in such Underwritten Offering to the extent provided
herein. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this subsection 2.1.3
shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the majority-in-interest
of the Demanding Holders initiating the Demand Registration, provided, however, that such Demanding Holders shall endeavor to appoint
XP Investments US, LLC, XP Investimentos Corretora de Câmbio, Títulos e Valores Mobiliários S.A or their affiliates
as an Underwriter for any such Underwritten Offering.


 


2.1.4        Reduction
of Underwritten Offering. If the managing Underwriter or Underwriters in an Underwritten Registration pursuant to a Demand
Registration, in good faith, advises the Company, the Demanding Holders and the Requesting Holders (if any) in writing that the
dollar amount or number of Registrable Securities that the Demanding Holders and the Requesting Holders (if any) desire to sell,
taken together with all other Ordinary Shares or other equity securities that the Company desires to sell and the Ordinary Shares,
if any, as to which a Registration has been requested pursuant to separate written contractual piggy-back registration rights held
by any other shareholders who desire to sell, exceeds the maximum dollar amount or maximum number of equity securities that can be
sold in the Underwritten 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 such securities, as applicable, the
 “Maximum Number of Securities”), then the Company shall include in such Underwritten Offering, as follows:
(i) first, the Registrable Securities of the Demanding Holders and the Requesting Holders (if any) (pro rata based on the respective
number of Registrable Securities that each such Holder has requested be included in such Underwritten Registration and the aggregate
number of Registrable Securities that such Holders have requested be included in such Underwritten Registration (such proportion is
referred to herein as “Pro Rata”)) that can be sold without exceeding the Maximum Number of Securities;
(ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), the
Ordinary Shares or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number
of Securities; and (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses
(i) and (ii), the Ordinary Shares or other equity securities of other persons or entities that the Company is obligated to register
in a Registration pursuant to separate written contractual arrangements with such persons and that can be sold without exceeding the
Maximum Number of Securities.


 






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2.1.5       
Demand Registration Withdrawal. A majority-in-interest of the Demanding Holders initiating a Demand Registration or a majority-in-interest
of the Requesting Holders (if any), pursuant to a Registration under subsection 2.1.1 shall have the right to withdraw from a Registration
pursuant to such Demand Registration for any or no reason whatsoever upon written notification to the Company and the Underwriter or Underwriters
(if any) of their intention to withdraw from such Registration prior to the effectiveness of the Registration Statement filed with the
Commission with respect to the Registration of their Registrable Securities pursuant to such Demand Registration. Notwithstanding anything
to the contrary in this Agreement, (i) the Company may effect any Underwritten Registration pursuant to any then effective Registration
Statement, including a Form S-3, that is then available for such offering and (ii) the Company shall be responsible for the Registration
Expenses incurred in connection with a Registration pursuant to a Demand Registration prior to its withdrawal under this subsection
2.1.5.


 


2.2             
Piggyback Registration.


 


2.2.1        Piggyback
Rights. If, at any time on or after the date the Company consummates an initial Business Combination, the Company proposes to
file a Registration Statement under the Securities Act with respect to an offering of equity securities, or securities or other
obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account of
shareholders of the Company (or by the Company and by the shareholders of the Company), other than a Registration Statement (i)
filed in connection with any employee share option or other benefit plan, (ii) for an exchange offer or offering of securities
solely to the Company’s existing shareholders, (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 give written notice of such proposed filing to all of the
Holders of Registrable Securities as soon as practicable but not less than ten (10) days before the anticipated filing date of such
Registration Statement, which notice shall (A) 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, in such offering, and
(B) offer to all of the Holders of Registrable Securities the opportunity to register the sale of such number of Registrable
Securities as such Holders may request in writing within five (5) days after receipt of such written notice (such Registration a
 “Piggyback Registration”). The Company shall, in good faith, cause such Registrable Securities to be
included in such Piggyback 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 by the Holders pursuant to this subsection 2.2.1 to be
included in a Piggyback Registration on the same terms and conditions as any similar securities of the Company included in such
Registration and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of
distribution thereof. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under
this subsection 2.2.1 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such
Underwritten Offering by the Company.


 






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2.2.2       
Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Registration that is
to be a Piggyback Registration, in good faith, advises the Company and the Holders of Registrable Securities participating in the Piggyback
Registration in writing that the dollar amount or number of the Ordinary Shares that the Company desires to sell, taken together with
(i) the Ordinary Shares, if any, as to which Registration has been demanded pursuant to separate written contractual arrangements with
persons or entities other than the Holders of Registrable Securities hereunder (ii) the Registrable Securities as to which registration
has been requested pursuant to Section 2.2 hereof, and (iii) the Ordinary Shares, if any, as to which Registration has been requested
pursuant to separate written contractual piggy-back registration rights of other shareholders of the Company, exceeds the Maximum Number
of Securities, then:


 


(a)              
If the Registration is undertaken for the Company’s account, the Company shall include in any such Registration (A) first,
the Ordinary Shares or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number
of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the
Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1
hereof, pro rata, based on the respective number of Registrable Securities that each Holder has so requested exercising its rights to
register its Registrable Securities pursuant to subsection 2.2.1 hereof, which can be sold without exceeding the Maximum Number
of Securities; and (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A)
and (B), the Ordinary Shares, if any, as to which Registration has been requested pursuant to written contractual piggy-back registration
rights of other shareholders of the Company, which can be sold without exceeding the Maximum Number of Securities;


 






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(b)              
 If the Registration is pursuant to a request by persons or entities other than the Holders of Registrable Securities, then the
Company shall include in any such Registration (A) first, the Ordinary Shares or other equity securities, if any, of such requesting persons
or entities, other than the Holders of Registrable Securities, which can be sold without exceeding the Maximum Number of Securities; (B)
second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities
of Holders exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1, pro rata, based on the
respective number of Registrable Securities that each Holder has requested be included in such Underwritten Registration and the aggregate
number of Registrable Securities that the Holders have requested to be included in such Underwritten Registration, which can be sold without
exceeding the Maximum Number of Securities; (C) third, to the extent that the Maximum Number of Securities has not been reached under
the foregoing clauses (A) and (B), the Ordinary Shares or other equity securities that the Company desires to sell, which can be sold
without exceeding the Maximum Number of Securities; and (D) fourth, to the extent that the Maximum Number of Securities has not been reached
under the foregoing clauses (A), (B) and (C), the Ordinary Shares or other equity securities for the account of other persons or entities
that the Company is obligated to register pursuant to separate written contractual arrangements with such persons or entities, which can
be sold without exceeding the Maximum Number of Securities.


 


2.2.3       
Piggyback Registration Withdrawal. Any Holder of Registrable Securities shall have the right to withdraw from a Piggyback
Registration for any or no reason whatsoever upon written notification to the Company and the Underwriter or Underwriters (if any) of
his, her or its intention to withdraw from such Piggyback Registration prior to the effectiveness of the Registration Statement filed
with the Commission with respect to such Piggyback Registration (or in the case of an Underwritten Registration pursuant to Rule 415 under
the Securities Act, at least two business days prior to the time of pricing of the applicable offering). The Company (whether on its own
good faith determination or as the result of a request for withdrawal by persons pursuant to separate written contractual obligations)
may withdraw a Registration Statement filed with the Commission in connection with a Piggyback Registration at any time prior to the effectiveness
of such Registration Statement. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration
Expenses incurred in connection with the Piggyback Registration prior to its withdrawal under this subsection 2.2.3.


 


2.2.4       
Unlimited Piggyback Registration Rights. For purposes of clarity, any Registration effected pursuant to Section 2.2
hereof shall not be counted as a Registration pursuant to a Demand Registration effected under Section 2.1 hereof.


 






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2.3              Registrations
on Form S-3. The Holders of Registrable Securities may at any time, and from time to time, request in writing that the Company,
pursuant to Rule 415 under the Securities Act (or any successor rule promulgated thereafter by the Commission), register the resale
of any or all of their Registrable Securities on Form S-3 or any similar short-form registration statement that may be available at
such time pursuant to this Section 2.3 (“Form S-3”); provided, however, that the
Company shall not be obligated to effect such request through an Underwritten Offering. Within five (5) days of the Company’s
receipt of a written request from a Holder or Holders of Registrable Securities for a Registration on Form S-3, the Company shall
promptly give written notice of the proposed Registration on Form S-3 to all other Holders of Registrable Securities, and each
Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in
such Registration on Form S-3 shall so notify the Company, in writing, within ten (10) days after the receipt by the Holder of the
notice from the Company. As soon as practicable thereafter, but not more than twelve (12) days after the Company’s initial
receipt of such written request for a Registration on Form S-3, the Company shall file a Registration Statement relating to all or
such portion of such Holder’s Registrable Securities as are specified in such written request, together with all or such
portion of Registrable Securities of any other Holder or Holders joining in such request as are specified in the written
notification given by such Holder or Holders; provided, however, that the Company shall not be obligated to effect any
such Registration pursuant to Section 2.3 hereof if (i) a Form S-3 is not available for such offering; or (ii) the Holders of
Registrable Securities, together with the Holders of any other equity securities of the Company entitled to inclusion in such
Registration, propose to sell the Registrable Securities and such other equity securities (if any) at any aggregate price to the
public of less than $10,000,000.


 


2.4             
Restrictions on Registration Rights. If (A) during the period starting with the date sixty (60) days prior to the Company’s
good faith estimate of the date of the filing of, and ending on a date one hundred and twenty (120) days after the effective date of,
a Company initiated Registration and provided that the Company has delivered written notice to the Holders prior to receipt of a Demand
Registration pursuant to subsection 2.1.1 and it continues to actively employ, in good faith, all reasonable efforts to cause the
applicable Registration Statement to become effective; (B) the Holders have requested an Underwritten Registration and the Company and
the Holders are unable to obtain the commitment of underwriters to firmly underwrite the offer; or (C) in the good faith judgment of the
Board, such Registration would be seriously detrimental to the Company and the Board concludes as a result that it is essential to defer
the filing of such Registration Statement at such time, then in each case, the Company shall furnish to such Holders a certificate signed
by the Chairman of the Board stating that in the good faith judgment of the Board it would be seriously detrimental to the Company for
such Registration Statement to be filed in the near future and that it is therefore essential to defer the filing of such Registration
Statement. In such event, the Company shall have the right to defer such filing for a period of not more than thirty (30) days; provided,
however, that the Company shall not defer its obligation in this manner more than once in any 12-month period. Notwithstanding
anything to the contrary contained in this Agreement, the Company shall not be required to effect or permit any Registration or cause
any Registration Statement to become effective, with respect to any Registrable Securities held by any Holder, until after the expiration
of the Founder Shares Lock-Up Period or the Private Placement Lock-Up Period, as the case may be.


 


Article
III

COMPANY PROCEDURES


 


3.1              General
Procedures. If at any time on or after the date the Company consummates an initial Business Combination the Company is required
to effect the Registration of Registrable Securities, the Company shall use its best efforts to effect such Registration to permit
the sale of such Registrable Securities in accordance with the intended plan of distribution thereof, and pursuant thereto the
Company shall, as expeditiously as possible:


 






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3.1.1       
prepare and file with the Commission as soon as practicable a Registration Statement with respect to such Registrable Securities
and use its reasonable best efforts to cause such Registration Statement to become effective and remain effective until all Registrable
Securities covered by such Registration Statement have been sold;


 


3.1.2       
prepare and file with the Commission such amendments and post-effective amendments to the Registration Statement, and such supplements
to the Prospectus, as may be reasonably requested by the majority-in-interest of the Holders with Registrable Securities registered on
such Registration Statement or any Underwriter of Registrable Securities or as may be required by the rules, regulations or instructions
applicable to the registration form used by the Company or by the Securities Act or rules and regulations thereunder to keep the Registration
Statement effective until all Registrable Securities covered by such Registration Statement are sold in accordance with the intended plan
of distribution set forth in such Registration Statement or supplement to the Prospectus;


 


3.1.3       
prior to filing a Registration Statement or Prospectus, or any amendment or supplement thereto, furnish without charge to the Underwriters,
if any, and the Holders of Registrable Securities included in such Registration, and such Holders’ legal counsel, copies of such
Registration Statement as proposed to be filed, each amendment and supplement to such Registration Statement (in each case including all
exhibits thereto and documents incorporated by reference therein), the Prospectus included in such Registration Statement (including each
preliminary Prospectus), and such other documents as the Underwriters and the Holders of Registrable Securities included in such Registration
or the legal counsel for any such Holders may request in order to facilitate the disposition of the Registrable Securities owned by such
Holders;


 


3.1.4       
prior to any public offering of Registrable Securities, use its best efforts to (i) register or qualify the Registrable Securities
covered by the Registration Statement under such securities or “blue sky” laws of such jurisdictions in the United States
as the Holders of Registrable Securities included in such Registration Statement (in light of their intended plan of distribution) may
request and (ii) take such action necessary to cause such Registrable Securities covered by the Registration Statement to be registered
with or approved by such other governmental authorities as may be necessary by virtue of the business and operations of the Company and
do any and all other acts and things that may be necessary or advisable to enable the Holders of Registrable Securities included in such
Registration Statement to consummate the disposition of such Registrable Securities in such jurisdictions; provided, however,
that the Company shall not be required to qualify generally to do business in any jurisdiction where it would not otherwise be required
to qualify or take any action to which it would be subject to general service of process or taxation in any such jurisdiction where it
is not then otherwise so subject;


 


3.1.5       
cause all such Registrable Securities to be listed on each securities exchange or automated quotation system on which similar securities
issued by the Company are then listed;


 






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3.1.6       
 provide a transfer agent or warrant agent, as applicable, and registrar for all such Registrable Securities no later than the
effective date of such Registration Statement;


 


3.1.7       
advise each seller of such Registrable Securities, promptly after it shall receive notice or obtain knowledge thereof, of the issuance
of any stop order by the Commission suspending the effectiveness of such Registration Statement or the initiation or threatening of any
proceeding for such purpose and promptly use its reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal
if such stop order should be issued;


 


3.1.8       
at least five (5) days prior to the filing of any Registration Statement or Prospectus or any amendment or supplement to such Registration
Statement or Prospectus furnish a copy thereof to each seller of such Registrable Securities or its counsel;


 


3.1.9       
notify the Holders at any time when a Prospectus relating to such Registration Statement is required to be delivered under the
Securities Act, of the happening of any event as a result of which the Prospectus included in such Registration Statement, as then in
effect, includes a Misstatement, and then to correct such Misstatement as set forth in Section 3.4 hereof;


 


3.1.10   
permit a representative of the Holders, the Underwriters, if any, and any attorney or accountant retained by such Holders or Underwriter
to participate, at each such person’s own expense, in the preparation of the Registration Statement, and cause the Company’s
officers, directors and employees to supply all information reasonably requested by any such representative, Underwriter, attorney or
accountant in connection with the Registration; provided, however, that such representatives or Underwriters enter into
a confidentiality agreement, in form and substance reasonably satisfactory to the Company, prior to the release or disclosure of any such
information; and provided further, the Company may not include the name of any Holder or Underwriter or any information regarding
any Holder or Underwriter in any Registration Statement or Prospectus or any amendment or supplement to such Registration Statement or
Prospectus without the prior consent of such Holder or Underwriter.


 


3.1.11   
obtain a “cold comfort” letter from the Company’s independent registered public accountants in the event of an
Underwritten Registration, in customary form and covering such matters of the type customarily covered by “cold comfort” letters
as the managing Underwriter may reasonably request, and reasonably satisfactory to a majority-in-interest of the participating Holders;


 


3.1.12   
on the date the Registrable Securities are delivered for sale pursuant to such Registration, obtain an opinion, dated such date,
of counsel representing the Company for the purposes of such Registration, addressed to the Holders, the placement agent or sales agent,
if any, and the Underwriters, if any, covering such legal matters with respect to the Registration in respect of which such opinion is
being given as the Holders, placement agent, sales agent, or Underwriter may reasonably request and as are customarily included in such
opinions and negative assurance letters, and reasonably satisfactory to a majority in interest of the participating Holders;


 






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3.1.13   
 in the event of any Underwritten Offering, enter into and perform its obligations under an underwriting agreement, in usual and
customary form, with the managing Underwriter of such offering;


 


3.1.14   
make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least
twelve (12) months beginning with the first day of the Company’s first full calendar quarter after the effective date of the Registration
Statement which satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder;


 


3.1.15   
if the Registration involves the Registration of Registrable Securities involving gross proceeds in excess of $50,000,000, use
its reasonable efforts to make available senior executives of the Company to participate in customary “road show” presentations
that may be reasonably requested by the Underwriter in any Underwritten Offering; and


 


3.1.16   
otherwise, in good faith, cooperate reasonably with, and take such customary actions as may reasonably be requested by the Holders,
in connection with such Registration.


 


3.2             
Registration Expenses. The Registration Expenses of all Registrations shall be borne by the Company. It is acknowledged
by the Holders that the Holders shall bear all incremental selling expenses relating to the sale of Registrable Securities, such as Underwriters’
commissions and discounts, brokerage fees, Underwriter marketing costs and, other than as set forth in the definition of “Registration
Expenses,” all reasonable fees and expenses of any legal counsel representing the Holders.


 


3.3             
Requirements for Participation in Underwritten Offerings. No person may participate in any Underwritten Offering for equity
securities of the Company pursuant to a Registration initiated by the Company hereunder unless such person (i) agrees to sell such person’s
securities on the basis provided in any underwriting arrangements approved by the Company and (ii) completes and executes all customary
questionnaires, powers of attorney, indemnities, lock-up agreements, underwriting agreements and other customary documents as may be reasonably
required under the terms of such underwriting arrangements.


 


3.4              Suspension
of Sales; Adverse Disclosure. Upon receipt of written notice from the Company that a Registration Statement or Prospectus
contains a Misstatement, each of the Holders shall forthwith discontinue disposition of Registrable Securities until he, she or it
has received copies of a supplemented or amended Prospectus correcting the Misstatement (it being understood that the Company hereby
covenants to prepare and file such supplement or amendment as soon as practicable after the time of such notice), or until he, she
or it is advised in writing by the Company that the use of the Prospectus may be resumed. If the filing, initial effectiveness or
continued use of a Registration Statement in respect of any Registration at any time would require the Company to make an Adverse
Disclosure or would require the inclusion in such Registration Statement of financial statements that are unavailable to the Company
for reasons beyond the Company’s control, the Company may, upon giving prompt written notice of such action to the Holders,
delay the filing or initial effectiveness of, or suspend use of, such Registration Statement for the shortest period of time, but in
no event more than thirty (30) days, determined in good faith by the Company to be necessary for such purpose. In the event the
Company exercises its rights under the preceding sentence, the Holders agree to suspend, immediately upon their receipt of the
notice referred to above, their use of the Prospectus relating to any Registration in connection with any sale or offer to sell
Registrable Securities. The Company shall immediately notify the Holders of the expiration of any period during which it exercised
its rights under this Section 3.4.


 






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3.5             
Reporting Obligations. As long as any Holder shall own Registrable Securities, the Company, at all times while it shall
be a reporting company under the Exchange Act, covenants to file timely (or obtain extensions in respect thereof and file within the applicable
grace period) all reports required to be filed by the Company after the date hereof pursuant to Sections 13(a) or 15(d) of the Exchange
Act and to promptly furnish the Holders with true and complete copies of all such filings. The Company further covenants that it shall
take such further action as any Holder may reasonably request, all to the extent required from time to time to enable such Holder to sell
Ordinary Shares held by such Holder without registration under the Securities Act within the limitation of the exemptions provided by
Rule 144 promulgated under the Securities Act, including providing any legal opinions. Upon the request of any Holder, the Company shall
deliver to such Holder a written certification of a duly authorized officer as to whether it has complied with such requirements.


 


Article
IV

INDEMNIFICATION AND CONTRIBUTION


 


4.1             
Indemnification.


 


4.1.1       
The Company agrees to indemnify, to the extent permitted by law, each Holder of Registrable Securities, its officers, directors
and agents and each person who controls such Holder (within the meaning of the Securities Act) against all losses, claims, damages, liabilities
and out-of-pocket expenses (including without limitation reasonable outside attorneys’ fees) resulting from any untrue or alleged
untrue statement of material fact contained in any Registration Statement, Prospectus or preliminary Prospectus or any amendment thereof
or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements
therein not misleading, except insofar as the same are caused by or contained in any information or affidavit so furnished in writing
to the Company by such Holder expressly for use therein. The Company shall indemnify the Underwriters, their officers and directors and
each person who controls such Underwriters (within the meaning of the Securities Act) to the same extent as provided in the foregoing
with respect to the indemnification of the Holder.


 


4.1.2        In
connection with any Registration Statement in which a Holder of Registrable Securities is participating, such Holder shall furnish
to the Company in writing such information and affidavits as the Company reasonably requests for use in connection with any such
Registration Statement or Prospectus and, to the extent permitted by law, shall indemnify the Company, its directors, officers and
agents and each person who controls the Company (within the meaning of the Securities Act) against all losses, claims, damages,
liabilities and out-of-pocket expenses (including without limitation reasonable outside attorneys’ fees) resulting from any
untrue or alleged untrue statement of material fact contained in any Registration Statement, Prospectus or preliminary Prospectus or
any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or
necessary to make the statements therein not misleading, but only to the extent that such untrue statement or omission is contained
in any information or affidavit so furnished in writing by such Holder expressly for use therein; provided, however,
that the obligation to indemnify shall be several, not joint and several, among such Holders of Registrable Securities, and the
liability of each such Holder of Registrable Securities shall be in proportion to and limited to the net proceeds received by such
Holder from the sale of Registrable Securities pursuant to such Registration Statement. The Holders of Registrable Securities shall
indemnify the Underwriters, their officers, directors and each person who controls such Underwriters (within the meaning of the
Securities Act) to the same extent as provided in the foregoing with respect to indemnification of the Company.


 






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4.1.3       
Any person entitled to indemnification herein shall (i) give prompt written notice to the indemnifying party of any claim with
respect to which it seeks indemnification (provided that the failure to give prompt notice shall not impair any person’s right to
indemnification hereunder to the extent such failure has not materially prejudiced the indemnifying party) and (ii) unless in such indemnified
party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist with respect to such
claim, permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party.
If such defense is assumed, the indemnifying party shall not be subject to any liability for any settlement made by the indemnified party
without its consent (but such consent shall not be unreasonably withheld). An indemnifying party who is not entitled to, or elects not
to, assume the defense of a claim shall not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified
by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party a conflict of interest
may exist between such indemnified party and any other of such indemnified parties with respect to such claim. No indemnifying party shall,
without the consent of the indemnified party, consent to the entry of any judgment or enter into any settlement which cannot be settled
in all respects by the payment of money (and such money is so paid by the indemnifying party pursuant to the terms of such settlement)
or which settlement does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party
of a release from all liability in respect to such claim or litigation.


 


4.1.4       
The indemnification provided for under this Agreement shall remain in full force and effect regardless of any investigation made
by or on behalf of the indemnified party or any officer, director or controlling person of such indemnified party and shall survive the
transfer of securities. The Company and each Holder of Registrable Securities participating in an offering also agrees to make such provisions
as are reasonably requested by any indemnified party for contribution to such party in the event the Company’s or such Holder’s
indemnification is unavailable for any reason.


 


4.1.5        If
the indemnification provided under Section 4.1 hereof from the indemnifying party is unavailable or insufficient to hold
harmless an indemnified party in respect of any losses, claims, damages, liabilities and out-of-pocket expenses referred to herein,
then the indemnifying party, in lieu of indemnifying the indemnified party, shall contribute to the amount paid or payable by the
indemnified party as a result of such losses, claims, damages, liabilities and out-of-pocket expenses in such proportion as is
appropriate to reflect the relative fault of the indemnifying party and the indemnified party, as well as any other relevant
equitable considerations. The relative fault of the indemnifying party and indemnified party shall be determined by reference to,
among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission
or alleged omission to state a material fact, was made by, or relates to information supplied by, such indemnifying party or
indemnified party, and the indemnifying party’s and indemnified party’s relative intent, knowledge, access to
information and opportunity to correct or prevent such action; provided, however, that the liability of any Holder
under this subsection 4.1.5 shall be limited to the amount of the net proceeds received by such Holder in such offering
giving rise to such liability. The amount paid or payable by a party as a result of the losses or other liabilities referred to
above shall be deemed to include, subject to the limitations set forth in subsections 4.1.1, 4.1.2 and 4.1.3
above, any legal or other fees, charges or out-of-pocket expenses reasonably incurred by such party in connection with any
investigation or proceeding. The parties hereto agree that it would not be just and equitable if contribution pursuant to this subsection
4.1.5 were determined by pro rata allocation or by any other method of allocation, which does not take account of the equitable
considerations referred to in this subsection 4.1.5. No person guilty of fraudulent misrepresentation (within the meaning of
Section 11(f) of the Securities Act) shall be entitled to contribution pursuant to this subsection 4.1.5 from any person who
was not guilty of such fraudulent misrepresentation.


 






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Article
V

MISCELLANEOUS


 


5.1             
Notices. Any notice or communication under this Agreement must be in writing and given by (i) deposit in the United States
mail, addressed to the party to be notified, postage prepaid and registered or certified with return receipt requested, (ii) delivery
in person or by courier service providing evidence of delivery, or (iii) transmission by hand delivery, electronic mail or facsimile.
Each notice or communication that is mailed, delivered, or transmitted in the manner described above shall be deemed sufficiently given,
served, sent, and received, in the case of mailed notices, on the third business day following the date on which it is mailed and, in
the case of notices delivered by courier service, hand delivery, electronic mail or facsimile, at such time as it is delivered to the
addressee (with the delivery receipt or the affidavit of messenger) or at such time as delivery is refused by the addressee upon presentation.
Any notice or communication under this Agreement must be addressed, if to the Company, to: XPAC Acquisition Corp., 55 West 46th Street,
30th floor, New York, NY 10036, with copy to Av. Presidente Juscelino Kubitschek, 1909, 25th floor, Torre Sul, São Paulo, SP, Brazil
04543-907, Attention: Chu Chiu Kong, xpac@xpi.com.br and, if to any Holder, at such Holder’s address or facsimile number as set
forth in the Company’s books and records. Any party may change its address for notice at any time and from time to time by written
notice to the other parties hereto, and such change of address shall become effective thirty (30) days after delivery of such notice as
provided in this Section 5.1.


 


 


5.2             
Assignment; No Third Party Beneficiaries.


 





5.2.1       
 This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company
in whole or in part.


 






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5.2.2       
Prior to the expiration of the Founder Shares Lock-up Period or the Private Placement Lock-up Period, as the case may be, no Holder
may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, except in connection
with a transfer of Registrable Securities by such Holder to a Permitted Transferee.


 


5.2.3       
This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors
and the permitted assigns of the Holders, which shall include Permitted Transferees.


 


5.2.4       
This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set
forth in this Agreement and Section 5.2 hereof.


 


5.2.5       
No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate
the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1 hereof
and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions
of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made
other than as provided in this Section 5.2 shall be null and void.


 


5.3             
Counterparts. This Agreement may be executed in multiple counterparts (including facsimile or PDF counterparts), each of
which shall be deemed an original, and all of which together shall constitute the same instrument, but only one of which need be produced.


 


5.4             
Governing Law; Venue. NOTWITHSTANDING THE PLACE WHERE THIS AGREEMENT MAY BE EXECUTED BY ANY OF THE PARTIES HERETO, THE PARTIES
EXPRESSLY AGREE THAT THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED UNDER THE LAWS OF THE STATE OF NEW YORK AS APPLIED TO AGREEMENTS
AMONG NEW YORK RESIDENTS ENTERED INTO AND TO BE PERFORMED ENTIRELY WITHIN NEW YORK, WITHOUT REGARD TO THE CONFLICT OF LAW PROVISIONS OF
SUCH JURISDICTION. ANY LEGAL SUIT, ACTION OR PROCEEDING ARISING OUT OF OR BASED UPON THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY
MAY BE INSTITUTED IN THE FEDERAL COURTS OF THE UNITED STATES OR THE COURTS OF THE STATE OF NEW YORK IN EACH CASE LOCATED IN THE CITY OF
NEW YORK, AND EACH PARTY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF SUCH COURTS IN ANY SUCH SUIT, ACTION OR PROCEEDING.


 


5.5              Amendments
and Modifications. Upon the written consent of the Company and the Holders of at least a majority in interest of the Registrable
Securities at the time in question, compliance with any of the provisions, covenants and conditions set forth in this Agreement may
be waived, or any of such provisions, covenants or conditions may be amended or modified; provided, however, that
notwithstanding the foregoing, any amendment hereto or waiver hereof that adversely affects one Holder, solely in his, her or its
capacity as a holder of the shares of the Company, in a manner that is materially different from the other Holders (in such
capacity) shall require the consent of the Holder so affected. No course of dealing between any Holder or the Company and any other
party hereto or any failure or delay on the part of a Holder or the Company in exercising any rights or remedies under this
Agreement shall operate as a waiver of any rights or remedies of any Holder or the Company. No single or partial exercise of any
rights or remedies under this Agreement by a party shall operate as a waiver or preclude the exercise of any other rights or
remedies hereunder or thereunder by such party.


 






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5.6             
Other Registration Rights. The Company represents and warrants that no person, other than a Holder of Registrable Securities,
has any right to require the Company to register any securities of the Company for sale or to include such securities of the Company in
any Registration filed by the Company for the sale of securities for its own account or for the account of any other person. Further,
the Company represents and warrants that this Agreement supersedes any other registration rights agreement or agreement with similar terms
and conditions and in the event of a conflict between any such agreement or agreements and this Agreement, the terms of this Agreement
shall prevail.


 


5.7             
Term. This Agreement shall terminate with respect to any Holder on the date that such Holder no longer holds any Registrable
Securities. The provisions of Section 3.5 and Article IV shall survive any termination.


 


[Signature Page Follows]


 






    18 


     


    

 





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


 


	 	COMPANY:
	 	 
	 	XPAC Acquisition Corp. 
	 	 
	 	By:	/s/ Chu Chiu Kong
	 	 	Name: Chu Chiu Kong
	 	 	Title: Director/CEO




  


	 	HOLDER:
	 	 
	 	XPAC Sponsor LLC
	 	a Cayman Islands limited liability company
	 	 
	 	By:	/s/ Fabio Kann
	 	 	Name: Fabio Kann
	 	 	Title: Manager
	 	 
	 	/s/ Ana Cabral-Gardner
	

	Name: Ana Cabral-Gardner
	 	 
	 	/s/ Denis Pedreira
	

	Name: Denis Pedreira
	 	 
	 	/s/ Camilo de Oliveira Tedde
		Name: Camilo de Oliveira Tedde




 


[Signature Page to Registration
Rights Agreement]