AGREEMENT AND PLAN OF MERGER

Exhibit 2.1

EXECUTION VERSION

by and among

and

AGILETHOUGHT, INC.

dated as of May 9, 2021

TABLE OF CONTENTS

		Page

Article 1
Certain Definitions

Section 1.01.	Definitions	3
Section 1.02.	Construction	19
Section 1.03.	Knowledge	20

	Article 2
	Domestication

Section 2.01.	Domestication	20
Section 2.02.	Bylaws of LIVK	21
Section 2.03.	Effects of the Domestication on the Capital Stock of LIVK	21

	Article 3
	Merger; Closing

Section 3.01.	Merger	21
Section 3.02.	Effects of the Merger	21
Section 3.03.	Closing; Effective Time	22
Section 3.04.	Certificate of Incorporation and Bylaws of the Surviving Corporation	22
Section 3.05.	Directors and Officers of the Surviving Corporation	22

Article 4
Effects of the Merger on the Company Shares; Closing Deliveries

Section 4.01.	Conversion of Company Shares	23
Section 4.02.	Treatment of Stock Awards	23
Section 4.03.	Surviving Pubco Shares	23
Section 4.04.	Treatment of Warrants	23
Section 4.05.	Consideration Calculation	24
Section 4.06.	Allocation Schedule	24
Section 4.07.	Payment	25
Section 4.08.	Pre-Closing Actions; Closing Deliverables	25
Section 4.09.	Exchange Agent	26
Section 4.10.	No Liability; Withholding	26

Article 5
Representations and Warranties of the Company

Section 5.01.	Corporate Organization of the Company	27
Section 5.02.	Subsidiaries	27
Section 5.03.	Due Authorization	28
Section 5.04.	No Conflict	29
Section 5.05.	Governmental Authorizations; Consents	29
Section 5.06.	Capitalization	29
Section 5.07.	Financial Statements	30
Section 5.08.	Undisclosed Liabilities	31
Section 5.09.	Litigation and Proceedings	32
Section 5.10.	Compliance with Laws; Permits	32
Section 5.11.	Contracts; No Defaults	33
Section 5.12.	Company Benefit Plans	35
Section 5.13.	Labor Matters	38
Section 5.14.	Taxes	39
Section 5.15.	Brokers’ Fees	41
Section 5.16.	Insurance	41
Section 5.17.	Real Property; Assets	42
Section 5.18.	Environmental Matters	42
Section 5.19.	Absence of Changes	43
Section 5.20.	Affiliate Transactions	43
Section 5.21.	Intellectual Property	43
Section 5.22.	Data Privacy and Security	45
Section 5.23.	Customers and Vendors	46
Section 5.24.	Certain Business Practices; Anti-Corruption	47
Section 5.25.	Registration Statement and Proxy Statement	48
Section 5.26.	No Additional Representations and Warranties; No Outside Reliance	48

Article 6
Representations and Warranties of LIVK

Section 6.01.	Corporate Organization	49
Section 6.02.	Due Authorization	50
Section 6.03.	No Conflict	50
Section 6.04.	Litigation and Proceedings	51
Section 6.05.	Governmental Authorities; Consents	51
Section 6.06.	LIVK Capitalization	51
Section 6.07.	Undisclosed Liabilities	52
Section 6.08.	LIVK SEC Documents; Controls	52
Section 6.09.	Listing	53
Section 6.10.	Registration Statement and Proxy Statement	53
Section 6.11.	Brokers’ Fees	54
Section 6.12.	Trust Account	54
Section 6.13.	Compliance with Laws; Permits	54
Section 6.14.	Certain Business Practices; Anti-Corruption	56
Section 6.15.	Absence of Certain Changes	56
Section 6.16.	Employees and Employee Benefits Plans	56
Section 6.17.	Properties	57
Section 6.18.	Contracts	57
Section 6.19.	Affiliate Transactions	57
Section 6.20.	Taxes	58
Section 6.21.	PIPE Investment	59
Section 6.22.	Independent Investigation	60
Section 6.23.	No Additional Representations and Warranties; No Outside Reliance	60

Article 7
Covenants of the Company

Section 7.01.	Conduct of Business	61
Section 7.02.	Inspection	64
Section 7.03.	Termination of Certain Agreements	64
Section 7.04.	Trust Account Waiver	65
Section 7.05.	Written Consent; Information Statement	65

Article 8
Covenants of LIVK

Section 8.01.	Conduct of Business	66
Section 8.02.	Post-Closing Access; Preservation of Records	68
Section 8.03.	Nasdaq Listing	68
Section 8.04.	PIPE Subscription Agreements	68
Section 8.05.	Section 16 of the Exchange Act	69

Article 9
Joint Covenants

Section 9.01.	Efforts to Consummate	69
Section 9.02.	Indemnification and Insurance	70
Section 9.03.	Tax Matters	71
Section 9.04.	Proxy Statement; Registration Statement	73
Section 9.05.	LIVK Shareholder Approval	74
Section 9.06.	Surviving Pubco Board of Directors	75
Section 9.07.	Trust Account	76
Section 9.08.	Form 8-K Filings	76
Section 9.09.	Incentive Equity Plan; Purchase Plan; Value Generation RSUs	76
Section 9.10.	No Shop	77
Section 9.11.	Notification of Certain Matters	77

Article 10
Conditions to Obligations

Section 10.01.	Conditions to Obligations of LIVK and the Company	78
Section 10.02.	Conditions to Obligations of LIVK	72
Section 10.03.	Conditions to the Obligations of the Company	79
Section 10.04.	Satisfaction of Conditions	80

Article 11
Termination/Effectiveness

Section 11.01.	Termination	81
Section 11.02.	Effect of Termination	82

iii

Article 12
Miscellaneous

Section 12.01.	Non-Survival of Representations, Warranties and Covenants	82
Section 12.02.	Waiver	82
Section 12.03.	Notices	83
Section 12.04.	Assignment	84
Section 12.05.	Rights of Third Parties	84
Section 12.06.	Expenses	86
Section 12.07.	Governing Law	85
Section 12.08.	Headings and Captions; Counterparts	85
Section 12.09.	Entire Agreement	85
Section 12.10.	Amendments	85
Section 12.11.	Publicity	85
Section 12.12.	Severability	86
Section 12.13.	Jurisdiction; WAIVER OF TRIAL BY JURY	86
Section 12.14.	Disclosure Schedules	87
Section 12.15.	Enforcement	87
Section 12.16.	Non-Recourse	88
Section 12.17.	Legal Representation	88

ANNEXES

Annex A – Form of Surviving Pubco Certificate of Incorporation

Annex B – Form of Surviving Pubco Bylaws

Annex C – Form of Voting and Support Agreement

Annex D – Form of Company Shareholder Approval

Annex E – Form of Sponsor Letter Agreement

Annex F – Form of Amended and Restated Registration Rights Agreement

Annex G – Form of Certificate of Merger

Annex H – Form of Allocation Schedule

Annex I – Form of Incentive Equity Plan

Annex J – Form of Purchase Plan

AGREEMENT AND PLAN OF MERGER

This AGREEMENT AND PLAN OF MERGER (as it may be amended, restated or otherwise modified from time to time, this “Agreement”), dated as of May 9, 2021, is entered into by and among LIV Capital Acquisition Corp., a Cayman Islands exempted company (“LIVK”), and AgileThought, Inc., a Delaware corporation (the “Company”). LIVK and the Company are referred to herein as the “Parties.”

RECITALS

WHEREAS, LIVK is a blank check company incorporated as a Cayman Islands exempted company and formed for the purpose of effecting a merger, share exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses;

WHEREAS, at least one day prior to the Closing Date, upon the terms and subject to the conditions of this Agreement, LIVK will domesticate as a Delaware corporation (LIVK following such domestication, “Surviving Pubco”) in accordance with the DGCL and the Cayman Islands Companies Law (the “Domestication”);

WHEREAS, concurrently with the Domestication, LIVK will file a certificate of incorporation (the “Surviving Pubco Certificate of Incorporation”) with the Secretary of State of Delaware substantially in the form attached as Annex A hereto and adopt bylaws substantially in the form attached as Annex B hereto which provide, among other things, that Surviving Pubco will have one class of common stock: Surviving Pubco Common Stock;

WHEREAS, following the Domestication, upon the terms and subject to the conditions of this Agreement, at the Effective Time, the Company shall be merged with and into Surviving Pubco, whereupon the separate corporate existence of the Company shall cease and Surviving Pubco shall be the surviving corporation and continue its existence under the DGCL;

WHEREAS, the respective boards of directors or equivalent governing bodies of LIVK and the Company have unanimously approved and declared advisable the transactions contemplated by this Agreement (including, as applicable, the Domestication, the Merger and the issuance of Surviving Pubco Common Stock in connection with the Merger) upon the terms and subject to the conditions of this Agreement and in accordance with the Cayman Islands Companies Act and the DGCL, as applicable;

WHEREAS, prior to the Merger, LIVK will provide an opportunity to its shareholders to have their issued and outstanding LIVK Class A Ordinary Shares redeemed on the terms and subject to the conditions set forth in the Amended and Restated Memorandum and Articles of Association of LIVK, effective as of December 10, 2019, as the same may be amended from time to time (the “LIVK Governing Document”), in connection with the transactions contemplated by this Agreement;

WHEREAS, concurrently with the execution and delivery of this Agreement, and as an inducement to LIVK’s willingness to enter into this Agreement, certain of the Holders have entered into Voting and Support Agreements with LIVK substantially in the form attached as Annex C hereto (the “Voting and Support Agreement”);

WHEREAS, as promptly as reasonably practicable (and in any event within two Business Days) following the time at which the Registration Statement is declared effective under the Securities Act, the Company will obtain the approval of this Agreement by Holders holding at least 85% of the Company Common Shares in the form attached as Annex D hereto (the “Company Shareholder Approval”), and deliver a copy of the Company Shareholder Approval to LIVK;

WHEREAS, concurrently with the execution and delivery of this Agreement, LIVK, Sponsor, the Company and the other persons named therein and party thereto have entered into a Sponsor Letter Agreement (the “Sponsor Letter Agreement”) in the form attached as Annex E hereto;

WHEREAS, concurrently with the consummation of the transactions contemplated by this Agreement, LIVK will cause the Registration Rights Agreement, dated December 10, 2019, to be amended and restated in the form of the Amended and Restated Registration Rights Agreement attached as Annex F hereto (the “Amended and Restated Registration Rights Agreement”);

WHEREAS, (i) prior to or concurrently with the execution and delivery of this Agreement, the PIPE Investors and LIVK have entered into subscription agreements (the “Signing PIPE Subscription Agreements”) pursuant to which the PIPE Investors have agreed to purchase an aggregate of 2,250,000 shares of Surviving Pubco Common Stock at a price per share equal to $10.00 at the Closing immediately prior to the Effective Time (the “Initial PIPE Financing”) and (ii) as soon as practicable after the date of this Agreement, LIVK may enter into additional subscription agreements (the “Additional PIPE Subscription Agreements,” and together with the Signing PIPE Subscription Agreements, the “PIPE Subscription Agreements”) pursuant to which PIPE Investors will agree to purchase up to an additional aggregate of 250,000 shares of Surviving Pubco Common Stock at a price per share equal to $10.00 at the Closing immediately prior to the Effective Time (the “Additional PIPE Financing,” and together with the Initial PIPE Financing, the “PIPE Financing” and the aggregate amount of the PIPE Financing, the “PIPE Financing Amount”);

WHEREAS, concurrently with the execution and delivery of this Agreement, the Company, AN EXTEND, S.A. de C.V., AN GLOBAL LLC and each of the agents and lenders named therein and party thereto have entered into a Conversion Agreement (the “Conversion Agreement”) pursuant to which, among other matters, all Outstanding Total Obligations (as defined in the Conversion Agreement) due to each lender will be converted into a specified number of Company Common Shares immediately prior to the Effective Time as set forth in the Conversion Agreement (such conversion, the “AT Lender Conversion”); and

WHEREAS, for U.S. federal income Tax purposes, the parties intend that the Merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Code, and the Treasury Regulations promulgated thereunder, and this Agreement is intended to be and is adopted as a “plan of reorganization” within the meaning of Sections 354 and 361 of the Code.

NOW, THEREFORE, in consideration of the foregoing and the respective representations, warranties, covenants and agreements set forth in this Agreement, and intending to be legally bound hereby, LIVK and the Company agree as follows:

Article 1
Certain Definitions

Section 1.01. Definitions. As used herein, the following terms shall have the following meanings:

“Acquisition Transaction” has the meaning specified in ‎‎Section 9.10.

“Action“ means any claim, action, suit, investigation, assessment, arbitration, or proceeding, in each case that is by or before any Governmental Authority.

"Additional PIPE Financing” has the meaning specified in the recitals hereto.

"Additional PIPE Subscription Agreements” has the meaning specified in the recitals hereto.

“Adjusted Stock Award” has the meaning specified in ‎Section 4.02.

“Affiliate” means, with respect to any specified Person, any Person that, directly or indirectly, controls, is controlled by, or is under common control with, such specified Person, through one or more intermediaries or otherwise. For purposes of this definition “control” when used with respect to any Person means the power to direct the management of such Person, directly or indirectly, whether through the ownership of voting securities, by Contract or otherwise, and the terms “controlling” and “controlled” shall have correlative meanings.

“Affiliate Transactions” has the meaning specified in ‎Section 5.20.

“Affiliated Group” means a group of Persons that elects, is required to, or otherwise files a Tax Return or pays a Tax as an affiliated group, consolidated group, combined group, unitary group, or other group recognized by applicable Tax Law.

“Agreement” has the meaning specified in the preamble hereto.

“Allocation Schedule” has the meaning specified in ‎‎Section 4.06.

“Amended and Restated Registration Rights Agreement” has the meaning specified in the recitals hereto.

“Ancillary Agreements” means the Voting and Support Agreement, the Sponsor Letter Agreement, the Amended and Restated Registration Rights Agreement, the Surviving Pubco Certificate of Incorporation, the Surviving Pubco Bylaws, the Conversion Agreement and the other agreements, instruments and documents expressly contemplated hereby.

“Anti-Corruption Laws” means the U.S. Foreign Corrupt Practices Act, UK Bribery Act and all other applicable anti-corruption laws.

“Antitrust Laws” means any federal, state, provincial, territorial and foreign statutes, rules, regulations, Governmental Orders, administrative and judicial doctrines and other Applicable Laws that are designed or intended to prohibit, restrict or regulate foreign investment or actions having the purpose or effect of monopolization or restraint of trade or lessening of competition through merger or acquisition.

“Applicable Law” means, with respect to any Person, any transnational, domestic or foreign federal, state or local law (statutory, common or otherwise), constitution, treaty, convention, ordinance, code, rule, regulation, order, injunction, judgment, decree, ruling or other similar requirement enacted, adopted, promulgated or applied by a Governmental Authority that is binding upon or applicable to such Person.

“AT Lender Conversion” has the meaning specified in the recitals hereto.

“Available Cash” means, as of immediately prior to the Closing, an amount equal to the sum of (i) the amount of cash available to be released from the Trust Account (after giving effect to all payments to be made as a result of the completion of all LIVK Share Redemptions), plus (ii) the net amount of proceeds actually received by LIVK pursuant to the Equity Financing, plus (iii) $20,000,000, representing the amount of proceeds actually received by the Company from (A) Banco Invex, S.A., Institución de Banca Múltiple, Invex Grupo Financiero acting solely and exclusively as trustee pursuant to the Contrato de Fideicomiso Irrevocable de Emisión de Certificados Bursátiles Fiduciarios de Desarrollo Número F/2416 identified as “LIV Mexico Growth IV No. F/2416” and (B) LIV Mexico Growth Fund IV, L.P., collectively, pursuant to that certain Equity Contribution Agreement dated as of February 2, 2021 by and among such Persons and the Company.

“Business Combination” has the meaning given to such term in the LIVK Governing Document.

“Business Day” means a day other than a Saturday, Sunday or other day on which commercial banks in New York, New York or Dallas, Texas are authorized or required by Law to close.

“CARES Act” means the Coronavirus Aid, Relief, and Economic Security Act.

“Cayman Islands Companies Law” means the Companies Law (2020 Revision) of the Cayman Islands.

“Cayman Islands Registrar of Companies” means the Registrar of Companies of the Cayman Islands under the Cayman Islands Companies Law.

“Certificate of Merger” has the meaning specified in ‎Section 3.01(a).

“Class A Common Stock” means shares of Class A common stock, par value $0.001 per share, of the Company.

“Class B Common Stock” means shares of Class B common stock, par value $0.001 per share, of the Company.

“Closing” has the meaning specified in ‎‎Section 3.03.

“Closing Date” has the meaning specified in ‎‎Section 3.03.

“Closing Press Release” has the meaning specified in ‎‎Section 9.08.

“Closing Statement” has the meaning specified in ‎Section 4.05.

“Code” means the Internal Revenue Code of 1986, as amended.

“Common Merger Consideration” means a number of shares of Surviving Pubco Common Stock issuable to holders of Company Common Shares in the Merger equal to (A) the Equity Value divided by (B) the LIVK Share Value.

“Company” has the meaning specified in the preamble hereto.

“Company Anti-Money Laundering Laws” has the meaning specified in ‎‎Section 5.24(h).

“Company Benefit Plan” has the meaning specified in ‎‎Section 5.12‎(a).

“Company Board” means the board of directors of the Company.

“Company Common Shares” means shares of Class A Common Stock and shares of Class B Common Stock.

“Company Cure Period” has the meaning specified in ‎‎Section 11.01(b)(i).

“Company Designees” has the meaning specified in ‎‎Section 9.06.

“Company Disclosure Schedule” means the confidential disclosure schedule delivered by the Company to LIVK concurrently with the execution and delivery of this Agreement.

“Company Equity Plan” means the AgileThought, Inc. 2020 Equity Incentive Plan, as amended from time to time.

“Company IT Systems” means any and all computers, Software, servers, workstations, routers, hubs, switches, data communications lines and all other information technology equipment, including all documentation related to the foregoing, owned by, or licensed or leased to, the Company or any of its Subsidiaries.

“Company Material Adverse Effect” means any effect, development, event, occurrence, fact, condition, circumstance or change that has had, or would reasonably be expected to have, a material and adverse effect, individually or in the aggregate, on the business, results of operations, financial condition, assets or liabilities of the Company and its Subsidiaries, taken as a whole; provided, however, that, in the case of the foregoing, no effect, development, event, occurrence, fact, condition, circumstances or change, to the extent resulting from any of the following, either alone or in combination, shall be deemed to constitute, or be taken into account in determining whether a “Company Material Adverse Effect” has occurred or would reasonably be expected to occur in respect of the Company and its Subsidiaries: (i) the taking by the Company or any of its Subsidiaries of any COVID-19 Response Measures; (ii) any change in Applicable Laws, or regulatory policies or interpretations thereof or in accounting or reporting standards or principles or interpretations thereof; (iii) any change in interest rates or economic, financial or market conditions generally; (iv) the announcement or the execution of this Agreement, the pendency or consummation of the Merger or the performance of this Agreement (or the obligations hereunder), including the impact thereof on relationships with customers, suppliers or employees; provided that this clause (iv) shall not prevent a determination that a breach of any representation and warranty set forth herein which addresses the consequences of the execution and performance of this Agreement or the consummation of the Merger has resulted in or contributed to, or would reasonably be expected to result in or contribute to, a Company Material Adverse Effect; (v) any change generally affecting any of the industries or markets in which the Company or any of its Subsidiaries operates; (vi) any earthquake, hurricane, tsunami, tornado, flood, mudslide, wild fire or other natural disaster or act of God, any epidemic or pandemic (including the COVID-19 pandemic) and any other force majeure event (natural or man-made), or any worsening of any of the foregoing; (vii) the compliance with the express terms of this Agreement, including any actions required to be taken, or required not to be taken, pursuant to the terms of this Agreement or otherwise taken at the prior written request of LIVK or omitted to be taken to the extent attributable to LIVK unreasonably withholding its consent pursuant to ‎Section 7.01; or (viii) in and of itself, the failure of the Company and its Subsidiaries, taken as a whole, to meet any projections, forecasts or budgets or estimates of revenues, earnings or other financial metrics for any period; provided that this clause (viii) shall not prevent a determination that any change or effect underlying such failure to meet projections, forecasts or budgets has resulted in or contributed to, or would reasonably be expected to result in or contribute to, a Company Material Adverse Effect, except in the case of clauses (ii), (iii) and (v), to the extent that such event does not have a materially disproportionate impact on the Company and its Subsidiaries, taken as a whole, relative to other participants in the industry in which the Company and its Subsidiaries operate.

“Company Permits” has the meaning specified in ‎‎Section 5.10(b).

“Company PII” means any and all Personally Identifiable Information that is Processed by or on behalf of the Company or its Subsidiaries in connection with the development, marketing, delivery, servicing, use or other exploitation of the Company’s or its Subsidiaries’ products, services or operations.

“Company Preferred Shares” means shares of preferred stock, par value $0.001 per share, of the Company.

“Company Privacy Policies” means all current and, to the extent applicable, prior public or internal policies, procedures and representations of the Company or its Subsidiaries to the extent relating to data security or the Processing of Personally Identifiable Information, including the Data Protection Program.

“Company Shareholder Approval” has the meaning specified in the recitals hereto.

“Company Shares” means Company Common Shares and Company Preferred Shares.

“Company Waiving Parties” has the meaning specified in ‎Section 12.17.

“Completion 8-K” has the meaning specified in ‎‎Section 9.08.

“Confidentiality Agreement” means that certain Non-Disclosure Agreement, dated as of October 20, 2020, by and between LIVK and the Company.

“Conversion Agreement” has the meaning specified in the recitals hereto.

“Contracts” means any contract, agreement, subcontract, lease, sublease, conditional sales contract, purchase or service order, license, indenture, note, bond, loan, understanding, undertaking, commitment or other arrangement or instrument, including any exhibits, annexes, appendices and attachments thereto and any amendments, statements of work, modifications, supplements, extensions or renewals thereto, whether written or oral.

“COVID-19” means SARS-CoV-2 or COVID-19, and any evolutions, mutations or variations thereof or any other related or associated public health conditions, emergencies, epidemics, pandemics or disease outbreaks.

“COVID-19 Measures” means any quarantine, “shelter in place,” “stay at home,” workforce reduction, social distancing, shut down, closure, sequester or any other Law, directive, guidelines or recommendations by any Governmental Authority in each case in connection with or in response to COVID-19, including the CARES Act.

“COVID-19 Response Measures” means any reasonable action, taken or omitted to be taken after the date of this Agreement that is reasonably determined to be necessary or prudent to be taken in response to COVID-19 or any of the measures described in the definition of “COVID-19 Measures”, including the establishment of any policy, procedure or protocol.

“Damages” means all fines, losses, damages, liabilities, penalties, judgments settlements, assessments and other reasonable costs and expenses (including reasonable legal, attorneys’ and other experts’ fees).

“Data Protection Program” has the meaning specified in ‎Section 5.22(a).

“DGCL” means the Delaware General Corporation Law.

“Domestication” has the meaning specified in the recitals hereto.

“Domestication Effective Time” has the meaning specified in ‎Section 2.01.

“Effective Time” has the meaning specified in ‎Section 3.03.

“Employment Laws” has the meaning specified in ‎Section 5.13(b).

“Environmental Laws” means any and all Applicable Laws relating to pollution or the protection of the environment, including those related to the use, generation, treatment, storage, handling, emission, transportation, disposal or Release of Hazardous Materials, each as in effect on and as interpreted as of the date of this Agreement.

“Equity Financing” means the PIPE Financing and any additional private placement offering of shares of LIVK Ordinary Shares or Surviving Pubco Common Stock and any additional private placement of capital stock of LIVK completed at or prior to the Closing to raise proceeds in connection with the transactions contemplated by this Agreement (excluding, for the avoidance of doubt, any working capital loans).

“Equity Value” means $347,121,322.

“ERISA” has the meaning specified in ‎Section 5.12(a).

“Exchange Act” has the meaning specified in ‎‎Section 6.08.

“Exchange Agent” has the meaning specified in ‎‎Section 4.07(a).

“Exchange Agent Agreement” means an exchange agent agreement in customary form to be entered into between the Surviving Pubco and the Exchange Agent.

“Exchange Ratio” means the (i) Per Share Equity Value divided by (ii) the LIVK Share Value.

“Financial Statements” has the meaning specified in ‎Section 5.07(a).

“Fraud” means actual and intentional common law fraud committed by a party hereto with respect to the making of the representations and warranties set forth in ‎Article 5 or ‎Article 6, as applicable. Under no circumstances shall “fraud” include any equitable fraud, constructive fraud, negligent misrepresentation, unfair dealings, or any other fraud or torts based on recklessness or negligence.

“Fully Diluted Shares Outstanding” means (a) the aggregate number of Company Common Shares (for clarity, after having given effect to the AT Lender Conversion) outstanding immediately prior to the Effective Time (other than Company Common Shares owned by the Company which are to be cancelled and retired in accordance with ‎Section 4.01), plus (b) the aggregate number of Company Shares underlying, or issuable upon the exercise or settlement, as may be applicable, in full of, any Stock Awards (whether vested or unvested) outstanding immediately prior to the Effective Time.

“Funding Amount” has the meaning specified in ‎‎Section 4.07(a).

“GAAP” means United States generally accepted accounting principles as in effect from time to time.

“Government Official” means any public or elected official or officer, employee (regardless of rank), or person acting on behalf of a national, provincial, or local government, including a department, agency, instrumentality, state-owned or state-controlled company, public international organization (such as the United Nations or World Bank), or non-U.S. political party, non-U.S. party official or any candidate for political office. Officers, employees (regardless of rank), or persons acting on behalf of an entity that is financed in large measure through public appropriations, is widely perceived to be performing government functions, or has its key officers and directors appointed by a government should also be considered “Government Officials.”

“Governmental Authority” means any supra-national, federal, regional, state, provincial, municipal, local or foreign government, governmental authority, regulatory or administrative agency, governmental commission, department, agency or instrumentality, court, arbitral body or tribunal.

“Governmental Order” means any order, judgment, injunction, decree, writ, stipulation, determination or award, in each case, issued, promulgated, made or entered by or with any Governmental Authority.

“Hazardous Material” means material, substance or waste that is listed, regulated, or otherwise defined as “hazardous,” “toxic,” or “radioactive,” (or words of similar intent or meaning) under applicable Environmental Law, including but not limited to petroleum, petroleum by-products, asbestos or asbestos-containing material, polychlorinated biphenyls, flammable or explosive substances, or pesticides.

“Holders” means the holders of Company Shares.

“HSR Act” means the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended.

“Incentive Equity Plan” has the meaning specified in ‎‎Section 9.09.

“Indebtedness” has the meaning specified in ‎Section 5.07(f).

“Information Statement” has the meaning specified in ‎Section 7.05(b).

“Initial PIPE Financing” has the meaning specified in the recitals hereto.

“Intellectual Property” means any and all intellectual property and similar proprietary rights in any jurisdiction throughout the world, whether registered or unregistered, including all: (i) patents and patent applications, (ii) trademarks, service marks, trade dress, trade names, Internet domain names, and any and all other indications of origin, including all goodwill associated therewith, (iii) copyrights, works of authorship, mask work rights and any and all renewals, extensions, reversions, restorations, derivative works and moral rights in connection with the foregoing, now or hereafter provided by Applicable Law, regardless of the medium of fixation or means of expression, (iv) trade secrets, know-how (including manufacturing and production processes and research and development information), technical data, algorithms, formulae, procedures, protocols, techniques, results of experimentation and testing, and proprietary business information, (v) Software, (vi) databases and data collections, and (vii) all registrations of and applications (whether provisional, pending or final) to register the foregoing, and all common law rights thereto.

“Intended Tax Treatment” has the meaning specified in ‎Section 9.03(a).

“Interim Period” has the meaning specified in ‎Section 7.01.

“International Plan” means any Company Benefit Plan that is not a US Plan.

“Labor Contract” has the meaning specified in ‎Section 5.11(a)(iv).

“Leakage” means, without duplication, to the extent paid or incurred after the date hereof and prior to the Closing Date, in each case, other than Permitted Leakage: (i) any dividend (whether in the form of cash or other property) or distribution declared, made or paid, by the Company or any Subsidiary of the Company to any Related Party; (ii) any repurchase or redemption of any equity interest in the Company or any Subsidiary of the Company, other than any such repurchase or redemption of any equity interests by any Subsidiary of the Company of any equity interests owned by the Company or any of its Subsidiaries; (iii) any waiver or release (A) in favor of any Related Party of any sum or obligation owing by any such Related Party to the Company or any of its Subsidiaries or (B) of any claims or rights of the Company or any of its Subsidiaries against any such Related Party, in each case, other than as expressly contemplated by this Agreement; (iv) any payments of any nature made to (or assets transferred to) any Related Party by the Company or any of its Subsidiaries; (v) any liabilities assumed or incurred for the benefit of any Related Party by the Company or any of its Subsidiaries, other than as expressly contemplated by this Agreement; (vi) the creation of any Lien over any asset of any Company or any of its Subsidiaries for the benefit of any Related Party (not including any benefit arising by virtue of the Related Party’s equity interest in the Company); (vii) any discharge or waiver by the Company or any of its Subsidiaries of any liability or obligation of any Related Party; (viii) any agreement or arrangement made or entered into by the Company or any of its Subsidiaries to do or give effect to any matter referred to in clause (i) through clause (vii) above; or (ix) any Tax which is payable by any the Company or any of its Subsidiaries as a result of any of clause (i) through clause (viii) above.

“Leased Real Property” means all real property and interests in real property leased, subleased or otherwise occupied or used but not owned by the Company or any of its Subsidiaries.

“Licensed Intellectual Property” means any and all Intellectual Property owned by a third party and licensed or sublicensed (or purported to be licensed or sublicensed) to either the Company or any of its Subsidiaries or for which the Company or any of its Subsidiaries has obtained a covenant not to be sued.

“Lien” means any mortgage, deed of trust, pledge, hypothecation, encumbrance, license, security interest, claim, restriction or other lien of any kind.

“LIVK” has the meaning specified in the preamble hereto.

“LIVK Anti-Money Laundering Laws” has the meaning specified in ‎Section 6.14(c).

“LIVK Board Recommendation” has the meaning specified in ‎‎Section 6.02(c).

“LIVK Class A Ordinary Shares” means Class A ordinary shares, par value $0.0001 per share, of LIVK.

“LIVK Class B Ordinary Shares” means Class B ordinary shares, par value $0.0001 per share, of LIVK.

“LIVK Common Warrant” means a right to acquire LIVK Ordinary Shares that was included in the units sold as part of LIVK’s initial public offering.

“LIVK Cure Period” has the meaning specified in ‎Section 11.01(c)(i).

“LIVK Designee” has the meaning specified in ‎Section 9.06.

“LIVK Disclosure Schedule” means the confidential disclosure schedule delivered by LIVK to the Company concurrently with the execution and delivery of this Agreement.

“LIVK Extraordinary General Meeting” has the meaning specified in ‎‎Section 9.05‎(a).

“LIVK Governing Document” has the meaning specified in the recitals hereto.

“LIVK Material Adverse Effect” means (a) a material adverse change or a material adverse effect, individually or in the aggregate, upon on the assets, financial condition, business or operations of LIVK, taken as a whole, or (b) any effect, change, event or occurrence that would individually or in the aggregate, prevent, materially delay or materially impair the ability of LIVK to consummate the transactions contemplated by this Agreement; provided that in no event shall any LIVK Share Redemption, individually or in the aggregate with any other LIVK Share Redemptions constitute a LIVK Material Adverse Effect.

“LIVK Material Contract” has the meaning specified in ‎Section 6.18.

“LIVK Ordinary Shares” means LIVK Class A Ordinary Shares and LIVK Class B Ordinary Shares.

“LIVK Permits” has the meaning specified in ‎Section 6.13(f).

“LIVK Share Redemption” means the election of an eligible (as determined in accordance with the LIVK Governing Document) Pre-Closing LIVK Holder to exercise its LIVK Shareholder Redemption Right in connection with the consummation of the transactions contemplated by this Agreement.

“LIVK Share Value” means $10.00.

“LIVK Shareholder Approval” means the approval of the Transaction Proposals (other than the Transaction Proposal contemplated by clause (ix) of the definition thereof), in each case, by a two-thirds vote of votes cast by the holders of LIVK Ordinary Shares at the LIVK Extraordinary General Meeting, or such lesser standard as may be applicable to a specific Transaction Proposal, in accordance with the Proxy Statement and the LIVK Governing Document.

“LIVK Shareholder Redemption Right” means the right to elect an IPO Redemption, as such term is defined in ‎Section 49.5 of the LIVK Governing Document.

“LIVK Sponsor Warrant” means a right to acquire LIVK Ordinary Shares that was issued to Sponsor in a private placement.

“LIVK Warrants” means LIVK Common Warrants and LIVK Sponsor Warrants.

“Merger” has the meaning specified in ‎Section 3.01(a).

“Merger Consideration” means the Common Merger Consideration and the Preferred Merger Consideration.

“Minimum Cash” means $40,000,000.

“Nasdaq” means the Nasdaq Stock Market.

“Offer Documents” has the meaning specified in ‎‎Section 9.04(b).

“Open Source Software” means Software that (a) is distributed as free Software, open source Software, copyleft Software or similar licensing or distribution models, or (b) requires as a condition of use, modification or distribution (including under an ASP or “software as a service” model) of such Software that other Software using, incorporating, linking, integrating or distributing or bundling with such Software be (i) disclosed or distributed in source code form, (ii) licensed for the purpose of making derivative works or (iii) redistributable at no charge. “Open Source Software” includes Software licensed or distributed under any license or distribution agreement or arrangement now listed as open source licenses on xxx.xxxxxxxxxx.xxx or any successor website thereof or in the Free Software Directory maintained by the Free Software Foundation on xxxx://xxxxxxxxx.xxx.xxx/ or any successor website thereof.

“Ordinary Course of Business” means, at any given time, the ordinary and usual course of operations of the business of the Company and its Subsidiaries (as applicable), consistent with past practice, subject to any reasonable changes required to address any then current facts and circumstances (including requirements to comply with Applicable Law), and a COVID-19 Response Measure taken to reasonably preserve the health and safety of current employees and independent contractors of the Company or any of its Subsidiaries who are natural persons.

“Owned Intellectual Property” means any and all Intellectual Property owned (or purported to be owned) by the Company or any of its Subsidiaries.

“Parties” has the meaning specified in the preamble hereto.

“PCAOB” means the U.S. Public Company Accounting Oversight Board.

“Per Share Equity Value” means the quotient of (a) the Equity Value divided by (b) the Fully Diluted Shares Outstanding.

“Permits“ means all permits, licenses, certificates of authority, authorizations, approvals, registrations, clearances, orders, variances, exceptions or exemptions and other similar consents issued by or obtained from a Governmental Authority.

"Permitted Leakage” means (i) any repurchase or redemption of any equity interest in the Company or any of its Subsidiaries by the Company or any of its Subsidiaries, as applicable, in the Ordinary Course of Business in connection with the termination of employment of any employee of the Company or its Subsidiaries, (ii) any payment by the Company or any of its Subsidiaries to (or on behalf of, or for the benefit of) any Related Party in respect of salary, bonus or other ordinary course compensation, director or manager fees, reimbursement or advancement of expenses, indemnification or other benefits due to such individual in their capacity as an employee, independent contractor or director of the Company or any of its Subsidiaries, together with any employer-paid portion of any employment or payroll Taxes related thereto, in each case, in the Ordinary Course of Business or (iii) any payments made by the Company or any of its Subsidiaries to a Related Party in the Ordinary Course of Business pursuant to any of the Contracts or arrangements set forth on ‎‎Section 1.01(a) of the Company Disclosure Schedule.

“Permitted Liens” means (i) statutory or common law mechanics, materialmen, warehousemen, landlords, carriers, repairmen and construction contractors and other similar Liens that arise in the Ordinary Course of Business and which are not yet due and payable or which are being contested in good faith through appropriate Actions, (ii) pledges or deposits incurred in the Ordinary Course of Business in connection with workers’ compensation, unemployment insurance and other social security legislation, (iii) Liens for Taxes not yet due and payable or which are being contested in good faith through appropriate Actions and with respect to which adequate reserves have been made in accordance with GAAP, (iv) Liens on real property (including zoning, building or other similar restrictions, variances, covenants, rights of way, encumbrances, easements, covenants, rights of way and similar restrictions of record and irregularities in title) that do not, individually or in the aggregate, materially interfere with the present uses of such real property, (v) statutory, common law and contractual Liens of landlords with respect to leased real property and the rights of lessors under any leases, (vi) non-exclusive licenses of Intellectual Property granted in the Ordinary Course of Business, (vii) that do not result in a material liability to the Company and its Subsidiaries or materially interfere with the present use of the assets of the Company or any of its Subsidiaries or the rights of the Company or any of its Subsidiaries under its respective licenses or leases and (viii) Liens described on ‎‎Section 1.01(b) of the Company Disclosure Schedule.

“Person” means any individual, firm, corporation, partnership, limited liability company, incorporated or unincorporated association, joint venture, joint stock company, governmental agency or instrumentality or other entity of any kind.

“Personally Identifiable Information” means any and all (i) information relating to an individual that either contains data elements that identify the individual or that can be used, directly or indirectly, to identify, contact or locate the individual, (ii) “personal data” as that or similar term is defined under any Applicable Law and (iii) other information, the Processing of which is regulated by an Applicable Law in relation to data protection or data privacy. Personally Identifiable Information includes (A) personal identifiers, such as name, address, telephone number, Social Security Number, date of birth, driver’s license number, identification number issued by a Governmental Authority, Taxpayer Identification Number and passport number, (B) online identifiers, e-mail addresses social media handles, Internet or Software-based usernames, Internet protocol addresses, cookie identifiers, device identifiers, (C) financial information, including credit or debit card numbers, account numbers, access codes, consumer report information and insurance policy numbers, (D) demographic information, including information relating to an individual’s race, gender, age, ethnicity, religion or philosophy, political affiliation or sexual orientation, (E) biometric data, such as fingerprint, retina or iris image, voice print or other unique physical representation or characteristic and (F) individual medical or health information, including protected health information governed by the Health Insurance Portability and Accountability Act of 1996 and the regulations promulgated thereunder.

“PIPE Financing” has the meaning specified in the recitals hereto.

“PIPE Financing Amount” has the meaning specified in the recitals hereto.

“PIPE Investors” means those Persons who are participating in the PIPE Financing pursuant to a PIPE Subscription Agreement entered into with LIVK on, prior to or after the date hereof.

“PIPE Subscription Agreements” has the meaning specified in the recitals hereto.

“Pre-Closing LIVK Holders” means the Members (as defined in the LIVK Governing Document) of LIVK at any time prior to the Effective Time.

“Preferred Merger Consideration” has the meaning specified in ‎Section 4.01(c).

“Privacy Requirements” means any and all (a) Company Privacy Policies, (b) Contracts involving the Processing of Personally Identifiable Information, (c) Applicable Laws that apply to the security, privacy or Processing of Personally Identifiable Information or other data, (d) industry self-regulatory principles applicable to the protection or Processing of Personally Identifiable Information to which the Company purports to adhere and (e) binding guidance issued by any Governmental Authority that pertains to any of the Applicable Laws or principles outlined in the foregoing clauses (c) or (d).

“Process” or “Processing” means, with respect to any data or Personally Identifiable Information, the ‎collection, recording, use, processing, storage, organization, modification, transfer, ‎sale, retrieval, access, disclosure, deletion, dissemination or combination of such data or Personally Identifiable Information.‎

“Proportionate Interest” has the meaning specified in ‎Section 4.06.

“Prospectus” has the meaning specified in ‎‎‎Section 7.04.

“Proxy Statement” has the meaning specified in ‎Section 9.04(a).

“Purchase Plan” has the meaning specified in ‎‎Section 9.09.

“Real Property Leases” has the meaning specified in ‎‎Section 5.11(a)(v).

“Registered Intellectual Property” has the meaning specified in ‎‎Section 5.21(a).

“Registration Statement” means the Registration Statement on Form S-4, or other appropriate form determined by the Parties, including any pre-effective or post-effective amendments or supplements thereto, to be filed with the SEC by LIVK under the Securities Act with respect to the Surviving Pubco Common Stock to be issued pursuant to this Agreement.

“Related Party” has the meaning specified in ‎Section 5.20.

“Release” means any release, spill, emission, leaking, pumping, pouring, injection, escaping, deposit, disposal, discharge, dispersal, dumping, leaching or migration of any Hazardous Material into or through the indoor or outdoor environment.

“Representatives” means, collectively, with respect to any Person, such Person’s officers, directors, Affiliates, employees, agents or advisors, including any investment banker, broker, attorney, accountant, consultant or other authorized representative of such Person.

“Required Company Shareholder Vote” means the affirmative vote or consent of (i) the holders of at least 51% of the shares of Class A common stock, (ii) the Series N Shareholders (as defined in the Shareholders Agreement), (iii) the Series CS Shareholders (as defined in the Shareholders Agreement) and (iv) the Series C Shareholders (as defined in the Shareholders Agreement).

“Sanctions” has the meaning specified in ‎‎Section 5.24(g).

“SEC” means the U.S. Securities and Exchange Commission.

“SEC Documents” has the meaning specified in ‎Section 6.08(a).

“Section 16” has the meaning specified in ‎‎Section 8.05.

“Securities Act” means the Securities Act of 1933.

“Security Incident” means any incident involving (i) information security breaches, intrusions, failures of the Company IT Systems or (ii) unauthorized access, theft, extraction, Processing, transfer, loss, disclosure, corruption, destruction or encryption of Company PII or other data held, in whatever form, by or on behalf of the Company or its Subsidiaries, including where the unauthorized event results from the use of any malicious code (including without limitation viruses, Trojan horses, worms, malware and ransomware), social engineering, unauthorized access to physical premises, loss of devices, disclosure of passwords or otherwise.

“Service Provider” means, as of any relevant time, any director, officer, employee or individual independent contractor of the Company or any of its Subsidiaries.

“Shareholders Agreement” means the Shareholders Agreement dated as of February 15, 2019 and entered into by and among AN Global Inc. and the shareholder parties thereto.

“Significant Contract” has the meaning specified in ‎Section 5.11(a).

“Signing PIPE Subscription Agreements” has the meaning specified in the recitals hereto.

“Software” means any and all (a) computer, mobile, or device programs, systems, applications and code, including any software implementations of algorithms, models and methodologies and any source code, object code, firmware, middleware, APIs, development and design tools, applets, compilers and assemblers, and (b) machine readable databases and compilations, including any and all libraries, data and collections of data.

“Sponsor” means LIV Capital Acquisition Sponsor, L.P., a Cayman Islands exempted limited partnership.

“Sponsor Letter Agreement” has the meaning specified in the recitals hereto.

“Stock Award” means an award of restricted stock units or stock-settled performance incentives (in either case, whether subject to time-based, performance-based, liquidity-based or other vesting conditions) whether or not granted under the Company Equity Plan.

“Subsidiary” means, with respect to a specified Person, a corporation or other entity (i) of which fifty percent (50%) or more of the voting power of the equity securities or equity interests is owned, directly or indirectly, by such specified Person or (ii) with respect to which such specified Person controls the management.

“Surviving Corporation” has the meaning specified in ‎Section 3.01(b).

“Surviving Provisions” has the meaning specified in ‎‎Section 11.02.

“Surviving Pubco” has the meaning specified in the recitals hereto.

“Surviving Pubco Board” has the meaning specified in ‎‎Section 9.06.

“Surviving Pubco Bylaws” has the meaning specified in ‎‎Section 2.02.

“Surviving Pubco Certificate of Incorporation” has the meaning specified in the recitals hereto.

“Surviving Pubco Common Stock” means shares of Class A common stock of the Surviving Pubco, as set forth in the Surviving Pubco Certificate of Incorporation.

“Surviving Pubco Common Warrant” has the meaning specified in ‎‎Section 2.03(c).

“Tax” means all federal, state, local, or foreign taxes, fees or levies imposed by a Governmental Authority (including income, profits, franchise, alternative minimum, gross receipts, sales, use, customs duties, value added, ad valorem, escheat, transfer, real property, personal property, stamp, capital stock, excise, premium, social security, payroll, occupation, employment, unemployment, severance, disability, registration, license, withholding and estimated tax), and any interest, penalty, or addition with respect thereto.

“Tax Grant” means any Tax exemption, Tax holiday, reduced Tax rate or other Tax benefit granted by a Taxing Authority with respect to the Company or any of its Subsidiaries that is not generally available without specific application therefor.

“Tax Return” means any return, report, schedule, form, statement, declaration, or document (including any refund claim, information statement, or amendment) required to be filed with or submitted to a Governmental Authority in connection with the determination, assessment, collection or payment of any Tax.

“Taxing Authority” means the Internal Revenue Service and any other Governmental Authority responsible for the administration, imposition, regulation, enforcement, assessment, determination or collection of any Tax.

“Terminating Company Breach” has the meaning specified in ‎‎Section 11.01(b)(i).

“Terminating LIVK Breach” has the meaning specified in ‎Section 11.01(c)(i).

“Termination Date” has the meaning specified in ‎Section 11.01(b)(ii).

“Top 15 Customers” has the meaning specified in ‎‎Section 5.23.

“Top 15 Vendors” has the meaning specified in ‎‎Section 5.23.

“Transaction Proposals” has the meaning specified in ‎Section 9.05(a).

“Transfer Tax” means any direct or indirect transfer (including real estate transfer), sales, use, stamp, documentary, registration, conveyance, recording, or other similar Taxes or governmental fees (and any interest, penalty, or addition with respect thereto) payable as a result of the consummation of the transactions contemplated hereby.

“Treasury Regulations” means the temporary and final regulations promulgated under the Code, as such regulations may be amended from time to time (including corresponding provisions of succeeding regulations).

“Trust Account” means the account established by LIVK for the benefit of its public shareholders pursuant to the Trust Agreement.

“Trust Agreement” means the Investment Management Trust Agreement, dated as of December 10, 2019, by and between LIVK and the Trustee.

“Trustee” means Continental Stock Transfer & Trust Company.

“US Plan” means any Company Benefit Plan that covers Service Providers located primarily within the United States.

“Value Generation RSUs” means the RSU Awards (as defined in the Incentive Equity Plan) set forth on ‎Section 9.09 of the Company Disclosure Schedule.

“Voting and Support Agreement” has the meaning specified in the recitals hereto.

“WARN” has the meaning specified in ‎‎Section 5.13(b).

Section 1.02. Construction.

(a) Unless the context of this Agreement otherwise requires, (i) words of any gender include each other gender and neuter form, (ii) words using the singular or plural form also include the plural or singular form, respectively, (iii) the terms “hereof,” “herein,” “hereby,” “hereto,” “herewith,” “hereunder” and derivative or similar words refer to this entire Agreement (including the Annexes and Appendices hereto) and not to any particular provision of this Agreement, (iv) the terms “Article,” “Section” and “Annex” refer to the specified Article, Section or Annex of or to this Agreement unless otherwise specified, (v) whenever any other word derived from a defined term shall be used in this Agreement, such derived word shall have the meaning correlative to such defined term (e.g., “controlled” or “controlling” shall have the meaning correlative to “control”), (vi) the words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation” whether or not they are in fact followed by such phrase or phrases or words of like import, (vii) the word “or” shall be disjunctive but not exclusive and (viii) references to anything having been “provided”, “made available” or “delivered” (or any other similar references) to LIVK means the relevant item has been posted in the electronic data site maintained by or on behalf of the Company in a location accessible to LIVK no later than 8:00 p.m. on the day immediately prior to the date hereof.

(b) All Annexes or Schedules (including the Company Disclosure and the LIVK Disclosure Schedule) annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Any capitalized term(s) used in any Annex or Schedule (including the Company Disclosure Schedule and the LIVK Disclosure Schedule) annexed hereto or referred to herein but not otherwise defined therein shall have the meaning ascribed to such term(s) in this Agreement.

(c) Unless the context of this Agreement otherwise requires, references to agreements and other documents shall be deemed to include all subsequent amendments and other modifications thereto; provided that, with respect to any agreement or other document identified in the Company Disclosure Schedule or the LIVK Disclosure Schedule, such amendment or other modification thereto is also identified in the Company Disclosure Schedule or the LIVK Disclosure Schedule, respectively.

(d) Unless the context of this Agreement otherwise requires, references to any statute, law or other Applicable Law shall include all regulations and rules promulgated thereunder and references to any statute, law or other Applicable Law shall be construed as including all statutory and regulatory provisions consolidating, amending or replacing the statute or regulation.

(e) References to any Person include references to such Person’s successors and assigns (provided, however, that nothing contained in this clause is intended to authorize any assignment or transfer not otherwise permitted by this Agreement), and in the case of any Governmental Authority, to any Person succeeding to its functions and capacities.

(f) The language used in this Agreement shall be deemed to be the language chosen by the parties to express their mutual intent. The Parties acknowledge that each Party and its counsel has reviewed and participated in the drafting of this Agreement and that no rule of strict construction, presumption or burden of proof favoring or disfavoring a Party shall be applied against any Party.

(g) Whenever this Agreement refers to a number of days, such number shall refer to calendar days unless Business Days are specified. If any action is to be taken or given on or by a particular calendar day, and such calendar day is not a Business Day, then such action may be deferred until the next Business Day. Except as otherwise expressly provided herein, (i) any reference in this Agreement to a date or time shall be deemed to be such date or time in New York, New York and (ii) references from or through any date mean, unless otherwise specified, from and including or through and including, such date, respectively.

(h) The phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if.”

(i) The term “writing,” “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in visible form.

(j) All accounting terms used herein and not expressly defined herein shall have the meanings given to them under GAAP.

(k) All monetary figures used herein, including references to “$,” shall be in United States dollars unless otherwise specified.

Section 1.03. Knowledge. As used herein, the phrase “to the knowledge” of any Person shall mean the actual knowledge, after reasonable inquiry, of (a) in the case of the Company, Xxxxxx Senderos, Xxxxx Xxxxxx and Xxx Xxxxxxxxx, and (b) in the case of LIVK, Xxxx Xxxxx and Xxxxxxx Xxxxxx.

Article 2
Domestication

Section 2.01. Domestication. Subject to receipt of the LIVK Shareholder Approval, at least one day prior to the Closing Date, LIVK shall cause the Domestication to become effective, including by (a) filing with the Delaware Secretary of State a Certificate of Domestication with respect to the Domestication, together with the Surviving Pubco Certificate of Incorporation, in each case, in accordance with the provisions thereof and Applicable Law, (b) completing and making and procuring all those filings required to be made with the Cayman Islands Registrar of Companies in connection with the Domestication, and (c) obtaining a certificate of de-registration from the Cayman Islands Registrar of Companies. The Domestication shall become effective at the time when a Certificate of Domestication with respect thereto has been duly filed with the Secretary of State of the State of Delaware or at such later time as may be agreed by LIVK and the Company in writing and specified in such Certificate of Domestication (the “Domestication Effective Time”).

Section 2.02. Bylaws of LIVK. LIVK shall take all actions necessary so that, at the Domestication Effective Time, the bylaws of the Surviving Pubco shall be substantially in the form attached as Annex B hereto (the “Surviving Pubco Bylaws”).

Section 2.03. Effects of the Domestication on the Capital Stock of LIVK. At the Domestication Effective Time, by virtue of the Domestication and without any action on the part of LIVK or any holder of LIVK Ordinary Shares or LIVK Warrants:

(a) each then issued and outstanding LIVK Class A Ordinary Share will convert automatically, on a one-for-one basis, into one share of Surviving Pubco Common Stock;

(b) each then issued and outstanding LIVK Class B Ordinary Share will convert automatically, on a one-for-one basis, into one share of Surviving Pubco Common Stock;

(c) each then issued and outstanding LIVK Common Warrant will convert automatically, on a one-for-one basis, into a warrant to acquire Surviving Pubco Common Stock, in the same form and on the same terms and conditions (including the same “Warrant Price” and number of shares of common stock subject to such warrant) as the converted LIVK Common Warrant (a “Surviving Pubco Common Warrant”); and

(d) each then issued and outstanding LIVK Sponsor Warrant will continue to remain outstanding in the same form and on the same terms and conditions (including the same “Warrant Price” and number of shares of common stock subject to such warrant) as were applicable to such LIVK Sponsor Warrant as of immediately prior to the Closing.

Article 3
Merger; Closing

Section 3.01. Merger.

(a) Upon the terms and subject to the conditions set forth in this Agreement, at the Effective Time, the Company shall be merged with and into Surviving Pubco in accordance with the DGCL, with Surviving Pubco being the surviving corporation (the “Merger”). The Merger shall be evidenced by a Certificate of Merger filed by Surviving Pubco and the Company with the Secretary of State of the State of Delaware in substantially the form attached as Annex G hereto (the “Certificate of Merger”).

(b) Upon consummation of the Merger at the Effective Time, the separate corporate existence of the Company shall cease and Surviving Pubco, as the surviving corporation of the Merger (the “Surviving Corporation”), shall continue its corporate existence under the DGCL.

Section 3.02. Effects of the Merger. From and after the Effective Time, the effects of the Merger shall be as provided in this Agreement and the applicable provisions of the DGCL and the Surviving Corporation shall possess all the rights, powers, privileges and franchises and be subject to all of the obligations, liabilities, restrictions and disabilities of Surviving Pubco and the Company, all as provided under the DGCL.

Section 3.03. Closing; Effective Time. Subject to the terms and conditions of this Agreement, the closing of the Merger (the “Closing”) shall take place at the offices of Xxxxx Xxxx & Xxxxxxxx, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX 00000, commencing at 10:00 a.m. (New York time) on the date which is three (3) Business Days after the date on which all conditions set forth in ‎‎Article 10 shall have been satisfied or waived (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions) or such other time and place as LIVK and the Company may mutually agree. The date on which the Closing actually occurs is referred to in this Agreement as the “Closing Date.” Subject to the satisfaction or waiver of all of the conditions set forth in ‎‎Article 10 of this Agreement, LIVK and the Company shall cause the Certificate of Merger to be executed, acknowledged and filed with the Secretary of State of the State of Delaware in accordance with the DGCL on the Closing Date. The Merger shall become effective at the time when the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later time as may be agreed by LIVK and the Company in writing and specified in the Certificate of Merger, but in any event not prior to immediately after the Domestication Effective Time (the “Effective Time”).

Section 3.04. Certificate of Incorporation and Bylaws of the Surviving Corporation. At the Effective Time, by virtue of the Merger and without any action on the part of LIVK, the Company or any other Person, the Surviving Pubco Certificate of Incorporation, as in effect immediately prior to the Effective Time, shall become the certificate of incorporation of the Surviving Corporation and shall be the certificate of incorporation of the Surviving Corporation until thereafter amended as provided therein and under the DGCL, except that the name of the Surviving Corporation reflected therein shall be “AgileThought, Inc.” At the Effective Time, by virtue of the Merger and without any action on the part of LIVK, the Company or any other Person, the Surviving Pubco Bylaws, as in effect immediately prior to the Effective Time, shall become the bylaws of the Surviving Corporation and shall be the bylaws of the Surviving Corporation until thereafter amended as provided therein, in the certificate of incorporation of the Surviving Corporation and under the DGCL, except that the name of the Surviving Corporation reflected therein shall be “AgileThought, Inc.”

Section 3.05. Directors and Officers of the Surviving Corporation. At the Effective Time, the directors of the Surviving Corporation shall be the twelve (12) individuals designated in accordance with ‎Section 9.06, each to hold office in accordance with the bylaws of the Surviving Corporation until the earlier of his or her resignation or removal or he or she otherwise ceases to be a director or until his or her respective successor is duly elected and qualified, as the case may be. The officers of the Company immediately prior to the Effective Time shall be the officers of the Surviving Corporation, each to hold office in accordance with the bylaws of the Surviving Corporation until the earlier of his or her resignation or removal or he or she otherwise ceases to be an officer or until his or her respective successor is duly elected and qualified, as the case may be.

Article 4
Effects of the Merger on the Company Shares; Closing Deliveries

Section 4.01. Conversion of Company Shares.

(a) At the Effective Time, by virtue of the Merger and without any action on the part of Surviving Pubco, the Company, any Holder or any other Person, each Company Share that is issued and outstanding immediately prior to the Effective Time shall automatically be converted into and become the right to receive the applicable share of the Merger Consideration, as determined pursuant to this ‎‎Section 4.01. As of the Effective Time, all such Company Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and each holder of Company Shares shall thereafter cease to have any rights with respect thereto, except the right to receive the consideration set forth in this ‎‎Section 4.01.

(b) Each Holder of a Company Common Share shall be entitled to receive such Holder’s Proportionate Interest of the Common Merger Consideration.

(c) Each Holder of a Company Preferred Share shall be entitled to receive a number of shares of Surviving Pubco Common Stock equal to the number of Company Preferred Shares held by such Holder as of immediately prior to the Effective Time (collectively, the “Preferred Merger Consideration”).

Section 4.02. Treatment of Stock Awards. As of the Effective Time, each Stock Award that is outstanding immediately prior to the Effective Time shall be converted into the right to receive a stock award based on shares of Surviving Pubco Common Stock (each, an “Adjusted Stock Award”) with substantially the same terms and conditions as were applicable to such Stock Award immediately prior to the Effective Time (including with respect to vesting and termination-related provisions), except that such Adjusted Stock Award shall relate to such number of shares of Surviving Pubco Common Stock as is equal to the product of (i) the number of Company Common Shares subject to such Stock Award immediately prior to the Effective Time, multiplied by (ii) the Exchange Ratio, with any fractional shares rounded down to the nearest whole share.

Section 4.03. Surviving Pubco Shares. At the Effective Time, by virtue of the Merger and without any action on the part of LIVK, the Company or any other Person, each share of Surviving Pubco Common Stock outstanding immediately prior to the Effective Time shall be converted into and become one share of common stock, par value $0.01 per share, of the Surviving Corporation with the same rights, powers and privileges as the shares so converted.

Section 4.04. Treatment of Warrants. At the request of the Company, LIVK will use commercially reasonable efforts to seek an amendment of the outstanding LIVK Warrants to cause such LIVK Warrants to not be treated as liabilities on the balance sheet of LIVK and to enable the Company, following the Closing, to account for such warrants as equity on the financial statements of the Company and LIVK shall recommend to the holders of LIVK Warrants entitled to vote thereon that the proposed amendment be approved; provided that (i) any such request shall come to LIVK in writing from the Company no later that at least thirty days prior to the effective date of the Registration Statement, (ii) the approval or execution of any such amendment by or on behalf of the holders of LIVK Warrants shall not be required as a condition to closing or otherwise affect, in any way, the parties’ obligations to consummate the transactions contemplated hereby and (iii) nothing in this ‎Section 4.04 shall require LIVK to pay any amount or transfer any value to any holder of LIVK Warrants in connection with such amendment. Notwithstanding anything to the contrary, LIVK shall not be restricted from, at any time, taking the actions described in the preceding sentence upon its determination to do so without regard to whether the Company has requested that LIVK take such actions in accordance with the preceding sentence.

Section 4.05. Consideration Calculation. No later than 12 p.m. New York City time on the third (3^rd) Business Day prior to the Closing Date, LIVK will deliver to the Company a statement setting forth LIVK’s good faith calculation of Available Cash and the Common Merger Consideration (the “Closing Statement”). Following delivery of the Closing Statement, LIVK will provide the Company, its accountants and other representatives with a reasonable opportunity to review the Closing Statement and LIVK shall consider in good faith the Company’s, its accountants’ and its other representatives’ reasonable comments thereto (or to any component thereof).

Section 4.06. Allocation Schedule. Attached as Annex H hereto is an allocation schedule (the “Allocation Schedule”) setting forth (i) each Holder’s proportionate interest in the Company and its Subsidiaries, taken as a whole (such Holder’s “Proportionate Interest”), based on the Fully Diluted Shares Outstanding (assuming for such purpose that the AT Lender Conversion has occurred) as of the date hereof and (ii) an illustrative calculation of the Exchange Ratio and an illustrative allocation of Common Merger Consideration among the Holders entitled thereto based on the illustrative amounts set forth in such Annex. Not less than two (2) Business Days prior to the Closing, following the delivery of the Closing Statement, the Company shall deliver to LIVK an updated version of the Allocation Schedule, which shall be updated solely to reflect any changes to the Fully Diluted Shares Outstanding (taking into account the occurrence of the AT Lender Conversion) and shall set forth the allocation of the Common Merger Consideration as set forth in the Closing Statement among the Holders entitled thereto. Notwithstanding anything to the contrary in this Agreement, LIVK and, following the Closing, the Surviving Pubco, the Surviving Corporation and its Subsidiaries, shall be entitled to rely on, without any obligation to investigate or verify the accuracy or correctness thereof, the Allocation Schedule (including all determinations therein), and no Holder shall be entitled to any amount in excess of the amounts to be paid to such Holder in accordance with this Agreement and the Allocation Schedule.

Section 4.07. Payment.

(a) Immediately prior to or at the Effective Time, LIVK shall deposit, or cause to be deposited, with an exchange agent selected by the Company and reasonably acceptable to LIVK (the “Exchange Agent”) evidence in book-entry form of shares of Surviving Pubco Common Stock representing the number of shares of Surviving Pubco Common Stock sufficient to deliver the Merger Consideration (the “Funding Amount”).

(b) LIVK shall instruct the Exchange Agent to issue to each Holder the portion of the Merger Consideration to which such Holder is entitled pursuant to ‎‎Section 4.01 at or promptly after the Closing. From and after the Effective Time, all previous Holders of Company Shares shall cease to have any rights as Holders other than the right to receive the portion of the Merger Consideration to which such Holder is entitled pursuant to ‎‎Section 4.01, without interest. From and after the Effective Time, there shall be no further registration of transfers of Company Shares on the transfer books of the Surviving Corporation.

(c) Notwithstanding anything to the contrary contained herein, no fraction of a share of Surviving Pubco Common Stock will be issued by virtue of this Agreement or the transactions contemplated hereby, and each Person who would otherwise be entitled to a fraction of a share of Surviving Pubco Common Stock (after aggregating all shares of Surviving Pubco Common Stock to which such Person otherwise would be entitled) shall instead have the number of shares of Surviving Pubco Common Stock (with 0.5 of a share or greater rounded up), as applicable.

Section 4.08. Pre-Closing Actions; Closing Deliverables.

(a) The Company shall take all actions necessary to consummate the AT Lender Conversion in accordance with the Conversion Agreement.

(b) At or prior to the Closing, the Company shall deliver or cause to be delivered:

(i) the Amended and Restated Registration Rights Agreement, duly executed by the respective Holders party thereto;

(ii) a certificate signed by an authorized officer of the Company, dated the Closing Date, certifying that the conditions specified in ‎‎Section 10.02(a), ‎‎Section 10.02(b) and ‎‎Section 10.02(c) have been fulfilled;

(iii) a certification satisfying the requirements of Treasury Regulations Sections 1.897-2(h) and 1.1445-2(c)(3), that the Company is not, nor has it been within the period described in Section 897(c)(1)(A)(ii) of the Code, a “United States real property holding corporation” as defined in Section 897(c)(2) of the Code and an accompanying notice to the Internal Revenue Service satisfying the requirements of Treasury Regulations Section 1.897-2(h)(2); provided that if the Company fails to deliver such certificate, the transactions shall nonetheless be able to close and Surviving Pubco shall be entitled to withhold from any consideration paid pursuant to this Agreement the amount required to be withheld under Section 1445 of the Code; and

(iv) evidence reasonably satisfactory to LIVK that the AT Lender Conversion has been consummated in accordance with the Conversion Agreement.

(i) the Amended and Restated Registration Rights Agreement, duly executed by Sponsor and the Surviving Pubco; and

(ii) a certificate signed by an officer of the Surviving Pubco, dated the Closing Date, certifying that the conditions specified in ‎Section 10.03(a) and ‎‎Section 10.03(b) have been fulfilled.

Section 4.09. Exchange Agent. The Exchange Agent shall invest any cash included in the Funding Amount as directed by, prior to the Closing, LIVK and, after, the Closing, the Surviving Pubco; provided, however, that no such investment or loss thereon shall affect the amounts payable to the Holders pursuant to this ‎Article 4. Any interest or other income resulting from such investments shall be paid to the Surviving Pubco, upon demand. Promptly following the earlier of (i) the date on which the entire Funding Amount has been disbursed and (ii) the date which is twelve (12) months after the Effective Time, the Surviving Pubco shall instruct the Exchange Agent to deliver to the Surviving Pubco any remaining portion of the Funding Amount and other documents in its possession relating to the transactions contemplated hereby, and the Exchange Agent’s duties shall terminate. Thereafter, each Holder may look only to the Surviving Pubco (subject to applicable abandoned property, escheat or other similar Applicable Laws), as general creditors thereof, for satisfaction of such Holder’s claim for Merger Consideration that such Holder may have the right to receive pursuant to this ‎‎Article 4 without any interest thereon.

Section 4.10. No Liability; Withholding.

(a) None of LIVK, the Surviving Pubco, the Surviving Corporation or the Exchange Agent shall be liable to any Person for any portion of the Merger Consideration delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law. Notwithstanding any other provision of this Agreement, any portion of the Merger Consideration that remains undistributed to the Holders as of immediately prior to the date on which the Merger Consideration would otherwise escheat to or become the property of any Governmental Authority shall, to the extent permitted by Applicable Law, become the property of the Surviving Corporation, free and clear of all claims or interest of any Person previously entitled thereto.

(b) Each of LIVK, the Surviving Pubco, the Surviving Corporation and the Exchange Agent (without duplication) shall be entitled to deduct and withhold from the consideration otherwise payable to any Person pursuant to this Agreement such amounts as are required to be deducted and withheld with respect to the making of such payment under any Applicable Law; provided, however, that the relevant payor will reasonably cooperate with the relevant payee prior to the making of such deductions and withholding payments to determine whether any such deductions or withholding payments (other than with respect to compensatory payments) are required under Applicable Law and in obtaining any available exemption or reduction of, or otherwise minimizing to the extent permitted by Applicable Law, such deduction and withholding. Any amounts so deducted and withheld shall be paid over to the appropriate Governmental Authority in accordance with Applicable Law and shall be treated for all purposes of this Agreement as having been paid to the Person in respect of which such deduction or withholding was made. The parties to this Agreement acknowledge that no withholding is required under applicable U.S. federal income Tax Law as in effect as of the Effective Time (other than with respect to compensatory payments or any deduction or withholding required by reason of the failure by the Company to provide the certification described in ‎Section 4.08(b)(iii) or by any Holder to timely provide a duly executed and properly completed IRS Form W-9 or W-8BEN, as may be applicable) with respect to any amounts payable pursuant to this this Agreement.

Article 5
Representations and Warranties of the Company

Except as set forth in the corresponding section of the Company Disclosure Schedule, the Company represents and warrants to LIVK as of the date hereof and as of the Closing Date as follows:

Section 5.01. Corporate Organization of the Company.

(a) The Company has been duly incorporated and is validly existing as a corporation in good standing under the Laws of the State of Delaware and has the corporate power and authority to own or lease its properties and to conduct its business as it is now being conducted.

(b) A true and complete copy of the certificate of incorporation, certified by the Secretary of State of the State of Delaware, and a true and correct copy of the bylaws of the Company have been made available by the Company to LIVK and each is in full force and effect and the Company is not in violation of any of the provisions thereof.

(c) The Company is duly licensed or qualified and, where applicable, in good standing as a foreign corporation in each jurisdiction in which the ownership or lease of its property or the character of its activities is such as to require it to be so licensed, qualified or in good standing, as applicable, except where the failure to be so licensed or qualified would not reasonably be expected to have a Company Material Adverse Effect.

Section 5.02. Subsidiaries.

(a) The Subsidiaries of the Company are set forth on ‎‎Section 5.02 of Company Disclosure Schedule. The Subsidiaries have been duly incorporated, formed or organized and are validly existing and in good standing, where applicable, under the Laws of their respective jurisdiction of incorporation, formation or organization and have the power and authority to own or lease their respective properties and to conduct their respective businesses as they are now being conducted. Each Subsidiary of the Company is duly licensed or qualified and in good standing as a foreign corporation (or other entity, if applicable) in each jurisdiction in which its ownership or lease of property or the character of its activities is such as to require it to be so licensed or qualified or in good standing, as applicable, except where the failure to be so licensed or qualified or in good standing would not reasonably be expected to have a Company Material Adverse Effect.

(b) True and complete copies of the organizational documents of the Subsidiaries of the Company have been made available to LIVK, and are in full force and effect and such Subsidiaries are not in violation of any of the provisions thereof.

Section 5.03. Due Authorization.

(a) The Company has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Agreement to which it is a party, to perform its obligations hereunder and thereunder, and (subject to the approvals described in ‎‎Section 5.05) to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement and each Ancillary Agreement to which it is a party, and the consummation of the transactions contemplated hereby and thereby, have been duly and validly authorized and approved by the Company Board and, except for the Required Company Shareholder Vote, no other corporate action on the part of the Company or any of its Subsidiaries or any holders of any securities of the Company or any of its Subsidiaries is necessary to authorize the execution and delivery by the Company of this Agreement or the Ancillary Agreements to which the Company is (or will be) a party, the performance by the Company of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby and thereby. This Agreement has been duly and validly executed and delivered by the Company and, assuming this Agreement constitutes a legal, valid and binding obligation of the other parties hereto, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. Each Ancillary Agreement to which the Company is a party, when executed and delivered by the Company, will be duly and validly executed and delivered by the Company, and, assuming such Ancillary Agreement constitutes a legal, valid and binding obligation of the other parties thereto, will constitute a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity.

(b) The Company Board has, by duly adopted resolutions, (i) approved this Agreement, the Merger and the transactions contemplated by this Agreement, (ii) determined that this Agreement, the Merger and the transactions contemplated by this Agreement are advisable and in the best interests of the Company and the Holders, (iii) directed that the adoption of this Agreement be submitted for approval by the Holders and (iv) resolved to recommend that the Holders approve this Agreement, the Merger and the transactions contemplated by this Agreement.

Section 5.04. No Conflict. The execution, delivery and performance of this Agreement and each Ancillary Agreement to which the Company is a party by the Company and the consummation of the transactions contemplated hereby and thereby do not and will not (a) contravene, conflict with, or violate any provision of, or result in the breach of, any Applicable Law, or the certificate of incorporation, operating agreement or other organizational documents of the Company or any of its Subsidiaries, (b) assuming the receipt of the consents, approvals, authorizations and other requirements set forth in ‎‎Section 5.05, conflict with, violate or result in a breach of any term, condition or provision of any Significant Contract, or terminate or result in a default under, or require any consent, notice or other action by any Person under (with or without notice, or lapse of time, or both) or the loss of any right under, or create any right of termination, acceleration or cancellation of any Significant Contract, or (c) result in the creation of any Lien (other than Permitted Liens) upon any of the properties or assets of the Company or any of its Subsidiaries, or constitute an event which, with or without notice or lapse of time or both, would result in any such violation, breach, termination or creation of a Lien or result in a violation or revocation of any required license, Permit or approval from any Governmental Authority or other Person, except, in the case of clauses ‎(b) and ‎(c) above, to the extent that the occurrence of any of the foregoing would not reasonably be expected to be, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a whole.

Section 5.05. Governmental Authorizations; Consents. No consent, approval or authorization of, or designation, declaration to or filing with, notice to, or any other action by or in respect of, any Governmental Authority or other Person is required on the part of the Company with respect to the Company’s execution, delivery and performance of this Agreement and each Ancillary Agreement to which it is a party or the consummation of the transactions contemplated hereby and thereby, except for (a) applicable requirements of the HSR Act or foreign Antitrust Laws, (b) the filing of the Certificate of Merger in accordance with the DGCL and (c) any consents, approvals, authorizations, designations, declarations, filings, notices or actions, the absence of which would not reasonably be expected to be, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a whole.

Section 5.06. Capitalization.

(a) All of the issued and outstanding Company Shares have been duly authorized and validly issued in accordance with all Laws, including all applicable federal securities Laws, and the organizational documents of the Company, and are fully paid and nonassessable and are not subject to, nor were they issued in violation of, any preemptive rights, rights of first refusal or similar rights, and are free and clear of all Liens and other restrictions (including any restriction on the right to vote, sell or otherwise dispose of such Company Shares). ‎‎Section 5.06(a) of the Company Disclosure Schedule sets forth a true, correct and complete list, as of the date of this Agreement, of all of the Company Shares that are authorized, issued or outstanding and the holders of such equity interests. Except as set forth in ‎Section 5.06(a) of the Company Disclosure Schedule, there are no other authorized, issued or outstanding equity interests of the Company.

(b) Set forth on ‎‎Section 5.06(b) of the Company Disclosure Schedule is (i) the capitalization of each direct and indirect Subsidiary of the Company, including the number of equity interests authorized, issued and outstanding (including the holder of any such equity interests) for each such Subsidiary and (ii) the name of each other corporation, limited liability company, trust, partnership, joint venture or other entity in which the Company or any of its Subsidiaries owns equity interests and the amount and the ownership percentage represented by such interests. The outstanding equity interests of each of the Company’s Subsidiaries have been duly authorized and validly issued, are fully paid and nonassessable and are not subject to, nor were they issued in violation of, any preemptive rights, rights of first refusal or similar rights. The Company or one or more of its wholly owned Subsidiaries own of record and beneficially all the issued and outstanding equity interests of such Subsidiaries free and clear of any Liens other than Permitted Liens.

(c) Other than as set forth on ‎‎Section 5.06(a) of the Company Disclosure Schedule or ‎‎Section 5.06(b) of the Company Disclosure Schedule, there are (i) no subscriptions, calls, options, warrants, rights or other securities convertible into or exchangeable or exercisable for any equity interests of the Company or any Subsidiary of the Company, or any other Contracts to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound obligating the Company or a Subsidiary of the Company to issue, transfer, register or sell, or cause to be issued, transferred, registered or sold, any equity interests in or debt securities of, the Company or a Subsidiary of the Company or obligating the Company or a Subsidiary of the Company to grant, extend or enter into options, warrants, calls, rights, subscriptions or other securities, and (ii) no equity equivalents, equity appreciation rights, stock options, restricted stock or restricted stock units, phantom equity ownership interests, profits interests or similar rights in the Company or any Subsidiary of the Company. There are no outstanding contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any securities or equity interests of the Company or any Subsidiary of the Company. There are no outstanding bonds, debentures, notes or other Indebtedness of the Company or any of its Subsidiaries having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter for which the equityholders of any Subsidiary of the Company may vote. None of the Company or any of its Subsidiaries is a party to any equityholders’ agreement, voting agreement or registration rights agreement relating to the equity interests of the Company or any Subsidiary of the Company. There are no declared but unpaid dividends or other distributions with regard to any issued and outstanding equity interests of the Company or any Subsidiary of the Company.

Section 5.07. Financial Statements.

(a) Attached as ‎‎Section 5.07(a) of the Company Disclosure Schedule are the audited consolidated balance sheets and statements of operations, shareholders’ equity and cash flows of the Company and its Subsidiaries as of and for the years ended December 31, 2020 and December 31, 2019, including the accompanying notes and together with the auditor’s reports related thereto (the “Financial Statements”). The Financial Statements present fairly, in all material respects, the consolidated financial position, results of operations, and changes in shareholders’ equity and cash flow of the Company and its Subsidiaries as of the dates and for the periods indicated in such Financial Statements, as applicable, in conformity with GAAP consistently applied throughout the period indicated of footnotes and other presentation items required by GAAP and for normal and recurring year-end adjustments that are not material).

(b) The Financial Statements have been, and any other audited financial statements of the Company and its Subsidiaries required to be included in the Proxy Statement and the Registration Statement or any other filings to be made by LIVK with the SEC in connection with the transactions contemplated in this Agreement when delivered in accordance with this Agreement will be, audited in accordance with PCAOB auditing standards by a PCAOB-qualified auditor that was independent under Rule 2-01 of Regulation S-X under the Securities Act.

(c) To the knowledge of the Company, the systems of internal accounting controls maintained by the Company and its Subsidiaries are sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorization; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability for assets; and (iii) material information is communicated to management as appropriate.

(d) Neither the Company nor any of its Subsidiaries is a party to, or is subject to any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among the Company and any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, on the other hand), including any structured finance, special purpose or limited purpose entity or Person, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Securities Act), in each case, where the result, purpose or effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of its Subsidiaries in the Financial Statements.

(e) Neither the Company nor any of its Subsidiaries has received from any employee of the Company or its Subsidiaries any written or, to the knowledge of the Company, oral, complaint, allegation, assertion or claim with respect to unlawful or potentially unlawful activity regarding accounting, internal accounting controls, auditing practices, procedures, methodologies or methods of the Company or any of its Subsidiaries, and the Company and its Subsidiaries have not independently identified or received any written notice from their independent accountants regarding any of the foregoing.

(f) As of the date hereof, the Company and its Subsidiaries do not have any (i) indebtedness, whether or not contingent, for borrowed money, or (ii) indebtedness evidenced by any note, bond, debenture, mortgage or other debt instrument or debt security or similar instrument (collectively, “Indebtedness”).

Section 5.08. Undisclosed Liabilities. There is no material liability, debt or obligation of the Company or any of its Subsidiaries, except for liabilities, debts and obligations (a) as (and to the extent) reflected or reserved for on the balance sheet of the Company as of December 31, 2020 included in the Financial Statements, (b) that have arisen since December 31, 2020 in the Ordinary Course of Business (none of which results from, arises out of or was caused by any tortious conduct, breach of Contract, infringement or violation of Applicable Law) or (c) incurred in connection with the transactions contemplated by this Agreement. Neither the Company nor any of its Subsidiaries has applied for or received any loan under the Paycheck Protection Program under the CARES Act.

Section 5.09. Litigation and Proceedings. Since January 1, 2018 there have not been any, and there are currently no, pending or, to the knowledge of the Company, threatened, Actions against the Company or any of its Subsidiaries or any of their respective properties or assets, or, to the knowledge of the Company, any of their respective directors or employees, in their capacity as such except, in each case, as would not reasonably be expected to be, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a whole. Since January 1, 2018, neither the Company nor any of its Subsidiaries nor any property or asset of the Company or any such Subsidiary, has been subject to any Governmental Order.

Section 5.10. Compliance with Laws; Permits.

(a) The Company, its Subsidiaries, and, to the knowledge of the Company and its Subsidiaries’ officers, directors and employees are, and since January 1, 2018 have been, in compliance with all Applicable Laws in all material respects, except as would not reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole. Since January 1, 2018, (i) none of the Company or any of its Subsidiaries has been subjected to, or received any notification from, any Governmental Authority of a violation of any Applicable Law or any investigation by a Governmental Authority for actual or alleged violation of any Applicable Law, (ii) to the knowledge of the Company, no claims have been filed against the Company or any of its Subsidiaries with any Governmental Authority alleging any material failure by the Company or any of its Subsidiaries to comply with any Law to which it is subject, and (iii) none of the Company nor any of its Subsidiaries has made a voluntary, directed, or involuntary disclosure to any Governmental Authority regarding any alleged act or omission arising under or relating to any noncompliance with any Law.

(b) The Company and each of its Subsidiaries has all Permits that are required to own, lease or operate its properties and assets and to conduct its business as currently conducted and as proposed to be conducted (the “Company Permits”), except where the failure to have such Company Permits would not be material to the Company and its Subsidiaries, taken as a whole. As of the date hereof, (i) each Company Permit is in full force and effect in accordance with its terms, (ii) no outstanding notice of revocation, cancellation or termination of any Company Permit has been received by the Company or any of its Subsidiaries, (iii) there are no Actions pending or, to the knowledge of the Company, threatened, that seek the revocation, suspension, withdrawal, adverse modification, cancellation or termination of any Company Permit, (iv) each of the Company and each of its Subsidiaries is, and has been since January 1, 2018, in compliance with all material Company Permits applicable to the Company or such Subsidiary and no condition exists that with notice or lapse of time or both would constitute a default under such Company Permits, in each case, except as would not be material to the Company and its Subsidiaries, taken as a whole. The consummation of the transactions contemplated by this Agreement will not cause the revocation, modification or cancellation of any Company Permits, except for any such revocation, modification or cancellation that would not reasonably be expected to be, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a whole. ‎Section 5.10(b) of the Company Disclosure Schedule contains a complete list of all material Company Permits.

Section 5.11. Contracts; No Defaults.

(a) ‎Section 5.11(a) of the Company Disclosure Schedule contains a listing of all Contracts described in clauses ‎(i) through ‎(xiv) below to which the Company or any of its Subsidiaries is a party or by which it is bound (each Contract required to be listed on ‎Section 5.11(a) of the Company Disclosure Schedule, a “Significant Contract”):

(i) any Contract, the performance of which involves payments (A) by the Company or its Subsidiaries in the aggregate in excess of $300,000 in fiscal year 2020 and projected in good faith for fiscal year 2021 or (B) to the Company or its Subsidiaries in the aggregate in excess of $300,000 in fiscal year 2020 and projected in good faith for fiscal year 2021;

(ii) any Contract with a Top 15 Vendor or Top 15 Customer (other than purchase or service orders accepted, confirmed or entered into in the Ordinary Course of Business);

(iii) each employment Contract with any employee of the Company or one of its Subsidiaries that provides for annual base compensation in excess of $300,000;

(iv) each collective bargaining Contract (a “Labor Contract”);

(v) any Contract pursuant to which the Company or any of its Subsidiaries leases, subleases, occupies or otherwise uses any material real property, including the Leased Real Property (the “Real Property Leases”);

(vi) (A) any Contract under which the Company or any of its Subsidiaries has granted to a third party any license or covenant not to xxx with respect to any material Intellectual Property, other than non-exclusive licenses granted in the Ordinary Course of Business, or (B) any Contract pursuant to which the Company or any of its Subsidiaries obtains any license or covenant not to xxx from a third party with respect to any material Intellectual Property, other than licenses of “off-the-shelf” Software that is commercially available to the public generally on non-discriminatory pricing terms and licenses of Open Source Software;

(vii) any Contract that (A) (1) contains a covenant binding on the Company or any of its Subsidiaries not to compete in any line of business or solicit persons for employment (other than non-disclosure agreements and confidentiality agreements entered into in the Ordinary Course of Business), (2) grants exclusive or preferential rights or “most favored nations” status to any person that has a relationship with the Company that is material to the Company, or (3) obligates the Company or any of its Subsidiaries to purchase or obtain a minimum or specified amount of any product or service in excess of $300,000 in the aggregate in fiscal year 2020 and projected in good faith for fiscal year 2021, in each case that is applicable to the Company or any of its Subsidiaries or (B) prohibits the Company or any of its Subsidiaries from soliciting any customers or strategic partners;

(viii) any Contract under which the Company or any of its Subsidiaries has (A) created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness for money borrowed (excluding, for the avoidance of doubt, any intercompany arrangements solely between or among the Company or any of its Subsidiaries), (B) granted a Lien on its assets or group of assets, whether tangible or intangible, to secure any indebtedness for money borrowed, (C) extended credit to any Person (other than Contracts involving immaterial advances made to an employee of the Company or any of its Subsidiaries in the Ordinary Course of Business) or (D) granted a material performance bond, letter of credit or any other similar instrument, in each case, in excess of $300,000;

(ix) any Contract with any Governmental Authority;

(x) each Contract with a Related Party (other than Company Benefit Plans or Contracts for compensation for services performed by a Related Party as director, officer, service provider or employee of the Company or any of its Subsidiaries and amounts reimbursable for routine travel and other business expenses in the Ordinary Course of Business);

(xi) each Contract relating to the acquisition or disposition of any business (whether by merger, sale of stock, sale of assets or otherwise) that contains covenants, indemnities or other payment obligations (including “earn-out” or other contingent payment obligations) that may result in the making of payments by the Surviving Corporation and its Subsidiaries after the Closing Date or otherwise impose material obligations on the Surviving Corporation and its Subsidiaries after the Closing;

(xii) any Contract establishing any joint venture, strategic alliance, partnership or other collaboration;

(xiii) any Contract involving any resolution or settlement of any actual or threatened litigation, arbitration, claim or other dispute under which the Company or any of its Subsidiaries has any ongoing obligations (either monetary or non-monetary); and

(xiv) any Contract which grants any Person a right of first refusal, right of first offer or similar right with respect to any properties, assets or businesses of the Company or any of its Subsidiaries.

(b) True and correct copies of each Significant Contract have been delivered to or made available to LIVK. Each Significant Contract is in full force and effect and represents the legal, valid and binding obligations of the Company, and to the knowledge of the Company, the other parties thereto and is enforceable against the Company, and to the knowledge of the Company, against the other parties thereto, in accordance with its terms and conditions. Neither the Company nor any of its Subsidiaries nor, to the knowledge of the Company, any other party to any such Significant Contract is in breach of or in default under such Significant Contract. Neither the Company nor any of its Subsidiaries has received any written claim or notice of any material breach of or default under any Significant Contract, and, to the knowledge of the Company, no event has occurred which individually or together with other events, would reasonably be expected to result in a material breach of or a default under any Significant Contract by the Company or any Subsidiary of the Company party thereto or, to the knowledge of the Company, any other party thereto (in each case, with or without notice or lapse of time or both). No party to any Significant Contract has exercised termination rights with respect thereto or has indicated in writing that it intends to terminate or materially modify its relationship with the Company or any of its Subsidiaries.

Section 5.12. Company Benefit Plans.

(a) ‎Section 5.12(a) of the Company Disclosure Schedule sets forth a complete and accurate list, as of the date of this Agreement, of each material Company Benefit Plan (excluding (i) any Stock Award granted pursuant to a form of award agreement delivered or made available to LIVK and (ii) any Contract for employment or engagement of any director, officer, employee or independent contractor that does not materially deviate from the forms delivered or made available to LIVK) and specifies whether such plan is a US Plan or an International Plan. A “Company Benefit Plan” means any “employee benefit plan,” as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), whether or not subject to ERISA, and all other employee compensation and benefit contracts, plans, policies, programs, or arrangements, and each other equity or equity-based compensation, severance, retention, employment, change-of-control, bonus, incentive, deferred compensation, retirement, pension, profit-sharing, vacation, disability, medical (including any self-insured arrangement), dental, vision, disability or sick leave benefits, post-retirement medical or life insurance, health, welfare, prescription, or other fringe or employee benefit plan, agreement, program, policy, or arrangement (other than (x) offer letters for at-will employment without an obligation for severance or guaranteed bonus or similar payment and (y) plans, agreements, programs, policies, or arrangements that are statutorily required, government sponsored or not otherwise maintained, sponsored or controlled by the Company and its Affiliates), in each case whether written or unwritten (i) that is maintained, sponsored, or contributed to (or required to be contributed to) by the Company or any of its Affiliates for the benefit of any current or former Service Provider or (ii) under which the Company or any of its Subsidiaries has or is reasonably expected to have any direct or indirect obligation or liability. As of the date hereof, neither the Company nor any of its Subsidiaries has made any plan or commitment to establish or contribute to any new Company Benefit Plan or modify any existing Company Benefit Plan.

(b) With respect to each Company Benefit Plan, the Company has delivered or made available to LIVK copies of, if applicable, (i) such Company Benefit Plan (or, if oral, a written summary thereof) and any trust or funding agreement related thereto, (ii) the most recent summary plan description (if applicable), (iii) the most recent annual report on Form 5500 and all attachments thereto filed with the Internal Revenue Service (if applicable) including all schedules thereto, financial statements and any related actuarial reports, (iv) all material correspondence or other communications received from any Governmental Authority regarding such Company Benefit Plan, (v) the most recent determination or opinion letter issued by the Internal Revenue Service, and (vi) if such Company Benefit Plan is an International Plan, documents that are substantially comparable (taking into account differences in Applicable Law and practices) to the documents provided in clauses ‎(i) through ‎(v).

(c) Except as would not be material to the Company and its Subsidiaries, individually or taken as a whole, each Company Benefit Plan has been established, maintained, and administered in compliance in all respects with its terms and all Applicable Laws, including ERISA, the Code, and the Patient Protection and Affordable Care Act (as amended). All contributions and other payments required by and due under the terms of each Company Benefit Plan have been timely made. All forms, reports, or returns required to be filed with the Department of Labor, Internal Revenue Service, or any other Governmental Authority with respect to each Company Benefit Plan have been timely and properly filed. Each Company Benefit Plan can be terminated or otherwise discontinued following the Effective Time in accordance with its terms, without material liability to LIVK, the Company or its Subsidiaries or any Affiliate of the foregoing (subject to Applicable Laws).

(d) Each Company Benefit Plan that is intended to be qualified within the meaning of Section 401(a) of the Code (i) has received a favorable determination or opinion letter as to its qualification, or (ii) has been established under a standardized master and prototype or volume submitter plan for which a current favorable Internal Revenue Service advisory letter or opinion letter has been obtained by the plan sponsor and is valid as to the adopting employer. Nothing has occurred to cause, or that could reasonably be expected to cause, the disqualification of any Company Benefit Plan that is intended to be so qualified and no non-exempt “prohibited transaction,” within the meaning of Section 4975 of the Code or Section 406 or 407 of ERISA, has occurred with respect to any Company Benefit Plan.

(e) None of the Company, any of its Subsidiaries, or any trade or business (whether or not incorporated) that is treated as a “single employer” together with, or under “common control” or part of a “controlled group” with, any of the foregoing (within the meaning of Section 414(b), (c), (m), or (o) of the Code) sponsors, maintains, contributes to (or is obligated to contribute to), or has any material liability in respect of, or at any time in the six (6) years preceding the date hereof has sponsored, maintained, contributed to (or was obligated to contribute to), or had any material liability in respect of, (i) an “employee pension benefit plan,” as defined in Section 3(2) of ERISA, including a “multiemployer plan” (as defined in Section 4001(a)(3) of ERISA) or a “single-employer plan” (as defined in Section 4001(a)(15) of ERISA), that is subject to Title IV of ERISA, Section 412 of the Code, or Section 302 of ERISA, (ii) a “multiple employer welfare arrangement” (as defined in Section 3(40) of ERISA), or (iii) a “multiple employer plan” (as described in Section 210 of ERISA). No Company Benefit Plan provides any post-termination or retiree life insurance, health insurance, or other employee welfare benefits to any Person, except as may be required by COBRA or similar applicable state or local Law.

(f) There are, and since January 1, 2018, there have been, (i) no pending or, to the knowledge of the Company, threatened, Actions (other than routine claims for benefits in the Ordinary Course of Business) with respect to any Company Benefit Plan, and (ii) no audits, material inquiries, or proceedings pending or, to the knowledge of the Company, threatened, by the Department of Labor, Internal Revenue Service, or any other Governmental Authority with respect to any Company Benefit Plan.

(g) Each Company Benefit Plan that constitutes a “nonqualified deferred compensation plan” (as defined in Section 409A(d)(1) of the Code) has been documented and operated in all material respects in compliance with Section 409A of the Code. There is no agreement, plan, arrangement, or other contract by which the Company or any of its Subsidiaries is bound to compensate any Person for excise Taxes, penalties or interest pursuant to Section 4999 of the Code or additional Taxes, penalties or interest pursuant to Section 409A of the Code.

(h) Each International Plan (i) has been maintained in compliance in all material respects with its terms and Applicable Law, (ii) if intended to qualify for special tax treatment, meets all the requirements for such treatment, and (iii) if required, to any extent, to be funded, book-reserved or secured by an insurance policy, is fully funded, book-reserved or secured by an insurance policy, as applicable, based on reasonable actuarial assumptions in accordance with applicable accounting principles. From and after the Closing Date, the Surviving Corporation, LIVK and its Affiliates will receive the full benefit of any funds, accruals and reserves under the International Plans.

(i) Except as disclosed on ‎Section 5.12(i) of the Company Disclosure Schedule, neither the execution and delivery of this Agreement by the Company nor the consummation of any of the transactions contemplated by this Agreement (either alone or in connection with any other event, contingent or otherwise) will (i) result in any payment or benefit (including notice, severance, golden parachute, bonus, commission, or otherwise), becoming due to any current or former Service Provider, (ii) result in any forgiveness of indebtedness to any current or former Service Provider, (iii) increase any compensation or benefits otherwise payable by the Company or any of its Subsidiaries or under any Company Benefit Plan, (iv) result in the acceleration of the time of payment or vesting of any compensation or benefits except as required under Section 411(d)(3) of the Code, or require the funding of any Company Benefit Plan, or (v) result in or satisfy a condition to the payment or vesting of any compensation or benefit (or any acceleration of the foregoing) that would, in combination with any other such payment, benefit, or acceleration, result in an “excess parachute payment” within the meaning of Section 280G(b) of the Code.

Section 5.13. Labor Matters.

(a) The Company has delivered to LIVK a complete and accurate (anonymized) list of all current employees, workers and individual consultants of the Company and its Subsidiaries as of the date hereof, which list includes the following information with respect to each such employee: (i) the employee’s name, (ii) the position held by the employee (and whether part- or full-time), (iii) the employee’s principal location of employment and the name of the applicable employer entity, (iv) the employee’s base salary, target bonus and 2020 bonus paid or accrued, (v) the employee’s date of hire (and service period for the purpose of employee-related entitlements if not tied to date of hire), (vi) the employee’s accrued paid time off/vacation balance as of March 31, 2021, (vii) the employee’s leave status (and, if on leave, the nature of the leave and the expected return date), and (viii) exempt or non-exempt status under the Fair Labor Standards Act (for Company employees located in the United States). Except as set forth on ‎Section 5.13(a) of the Company Disclosure Schedule and except as would not reasonably be expected to result in material liabilities to the Company or any of its Subsidiaries, no freelancer, consultant or other contracting party treated as self-employed whose services the Company or any of its Subsidiaries uses or has used can effectively claim the existence of an employment relationship with one of these companies.

(b) Neither the Company nor any of its Subsidiaries is a party to, subject to, or in the process of entering into, any Labor Contract (whether written or unwritten) applicable to current or former Service Providers, nor are there any Service Providers represented by a works council or a labor organization or activities or proceedings of any labor union to organize any Service Providers. The consent of or consultation with, or the rendering of formal advice by, any labor or trade union, works council or other employee representative body is not required for the Company to enter into this Agreement or to consummate any of the transactions contemplated hereby. Since January 1, 2018, (i) the Company and each of its Subsidiaries has been in compliance in all material respects with all Applicable Laws regarding labor and employment, including provisions thereof relating to wages, hours, collective bargaining, labor management relations, overtime, employee classification, discrimination, sexual harassment, civil rights, equal opportunity, affirmative action, work authorization, immigration, safety and health, plant closings and mass layoffs, workers compensation, continuation coverage under group health plans, wage payment and the payment and withholding of Taxes (collectively, the “Employment Laws”), (ii) there are no pending or, to the knowledge of the Company, threatened, complaints against the Company or its Subsidiaries regarding unfair labor practices before the National Labor Relations Board or any other Governmental Authority, (iii) there has been no pending or, to the knowledge of the Company, threatened (and the Company does not otherwise reasonably anticipate), strike, labor dispute, slowdown, work stoppage or other labor stoppage or disruption with respect to the Company or any of its Subsidiaries, (iv) there are no pending or, to the knowledge of the Company, threatened, Actions against the Company or any of its Subsidiaries with respect to the Employment Laws that would reasonably be expected to result in material liability to the Company and (v) neither the Company nor any of its Subsidiaries has (x) taken any action which would constitute a “plant closing” or “mass lay-off” within the meaning of the Worker Adjustment and Retraining Notification Act of 1988 or similar Law (collectively, “WARN”) or issued any notification of a plant closing or mass lay-off required by WARN, or (y) incurred any liability or obligation under WARN that remains unsatisfied. Neither the Company nor any of its Subsidiaries has any material liability with respect to any misclassification of: (A) any Person as an independent contractor rather than as an employee, (B) any employee currently self-employed or employed by another employer, or (C) any employee currently or formerly classified as exempt from any entitlement to overtime wages. Neither the Company nor any of its Subsidiaries has any “joint employer” liability with respect to any use of service providers, including any independent contractors or other Persons employed by a third-party employment agency or similar provider. Since January 1, 2018: (x) no current or former Service Provider has, to the knowledge of the Company, made allegations of sexual harassment against (A) any officer or director of the Company or its Subsidiaries or (B) any employee of the Company or its Subsidiaries who, directly or indirectly, supervises at least twenty (20) Service Providers, and (y) neither the Company nor any of its Subsidiaries have entered into any settlement agreement related to sexual harassment or sexual misconduct by a Service Provider.

Section 5.14. Taxes.

(a) All material federal, state, local and foreign income and other material Tax Returns required to be filed by the Company or any of its Subsidiaries (taking into account applicable extensions) have been timely filed, and all such Tax Returns are true, correct and complete in all material respects.

(b) The Company and its Subsidiaries have paid all material amounts of Taxes (whether or not shown on any Tax Return) that are due and payable by the Company and its Subsidiaries, except with respect to matters contested in good faith by appropriate proceedings and with respect to which adequate reserves have been made in accordance with GAAP.

(c) Except for Permitted Liens, there are no Liens for Taxes upon the property or assets of the Company or any of its Subsidiaries.

(d) All material amounts of Taxes required to be withheld by the Company and its Subsidiaries have been withheld and, to the extent required, have been paid over to the appropriate Governmental Authority.

(e) None of the Company or any of its Subsidiaries has received from any Governmental Authority any written notice of any threatened, proposed, or assessed deficiency for Taxes of the Company or any of its Subsidiaries, except for such deficiencies that have been satisfied by payment, settled or withdrawn. No audit or other proceeding by any Governmental Authority is in progress with respect to any Taxes due by the Company or any of its Subsidiaries, and neither the Company nor any of its Subsidiaries has received written notice from any Governmental Authority that any such audit or proceeding is contemplated or pending.

(f) Neither the Company nor any of its Subsidiaries has received a written claim to pay Taxes or file Tax Returns from a Governmental Authority in a jurisdiction where the Company or such Subsidiary has not paid Taxes or filed Tax Returns, except for claims that have been finally resolved.

(g) Neither the Company nor any of its Subsidiaries has a request for a private letter ruling, a request for administrative relief, a request for technical advice or a request for a change of any method of accounting pending with any Governmental Authority. Neither the Company nor any of its Subsidiaries has extended the statute of limitations for assessment, collection or other imposition of any Tax (other than pursuant to an extension of time to file a Tax Return of not more than seven months obtained in the ordinary course of business), which extension is currently in effect.

(h) Neither the Company nor any of its Subsidiaries is a party to or bound by any Tax sharing, indemnification or allocation agreement or other similar Contract, other than (i) any customary commercial Contracts entered into in the Ordinary Course of Business which do not primarily relate to Taxes or (ii) any such agreement solely among the Company and its Subsidiaries.

(i) Neither the Company nor any of its Subsidiaries has constituted either a “distributing corporation” or a “controlled corporation” in a distribution of stock qualifying for tax-free treatment under Section 355 of the Code in the prior two (2) years.

(j) Neither the Company nor any of its Subsidiaries has ever been a member of an Affiliated Group (other than an Affiliated Group the common parent of which is the Company or any of its Subsidiaries and which consists only of the Company and its Subsidiaries). Neither the Company nor any of its Subsidiaries has liability for the Taxes of any other Person (other than the Company and its Subsidiaries) under Treasury Regulations Section 1.1502-6 (or any similar provision of Law), as transferor or successor, by Contract or otherwise (other than pursuant to any customary commercial Contract entered into in the Ordinary Course of Business which does not principally relate to Taxes).

(k) Neither the Company nor any of its Subsidiaries will be required to include any material item of income in, or exclude any material item of deduction from, taxable income for any Tax period (or portion thereof) ending after the Closing Date as a result of: (i) any change in method of accounting for a taxable period ending on or prior to the Closing; (ii) any “closing agreement” as described in Section 7121 of the Code (or any corresponding or similar provision of state, local or foreign income Tax law) executed on or prior to the Closing; (iii) any installment sale or open transaction disposition made on or prior to the Closing; (iv) any prepaid amount received on or prior to the Closing outside the ordinary course of business; or (v) Section 965(a) of the Code (or any corresponding or similar provision of state, local or foreign Tax Law).

(l) Neither the Company nor any of its Subsidiaries has been a party to any “listed transaction” within the meaning of Treasury Regulations Section 1.6011-4(b)(2).

(m) The Company and its Subsidiaries have complied in all material respects with the conditions stipulated in each Tax Grant that the Company and its Subsidiaries have utilized.

(n) Neither the Company nor any of its Subsidiaries is a party to a gain recognition agreement under Section 367 of the Code that is currently in effect.

(o) Neither the Company nor any of its Subsidiaries has (i) deferred any Taxes under Section 2302 of the CARES Act or (ii) claimed any Tax credit under Section 2301 of the CARES Act or Sections 7001-7003 of the Families First Coronavirus Response Act, as may be amended.

(p) To the knowledge of the Company, there are no facts, circumstances or plans that, either alone or in combination, could reasonably be expected to prevent the Merger from qualifying for the Intended Tax Treatment.

Section 5.15. Brokers’ Fees. ‎Section 5.15 of the Company Disclosure Schedule sets forth each broker, finder, investment banker, intermediary or other Person that is entitled to any brokerage fee, finders’ fee or other commission in connection with the transactions contemplated by this Agreement based upon arrangements made by the Company, any of its Subsidiaries or any of their Affiliates.

Section 5.16. Insurance. ‎Section 5.16 of the Company Disclosure Schedule sets forth a true, correct and complete list of all material policies of property, fire and casualty, product liability, workers’ compensation, and other forms of insurance held by, or for the benefit of, the Company or any of its Subsidiaries as of the date of this Agreement. True, correct and complete copies of such insurance policies, together with all amendments, modifications, or supplements thereto, have been made available to LIVK. With respect to each such insurance policy: (a) the policy is legal, valid, binding and enforceable in accordance with its terms and is in full force and effect, (b) neither the Company nor any of its Subsidiaries is in breach or default (including any such breach or default with respect to the payment of premiums or the giving of notice), and no event has occurred which, with or without notice or the lapse of time or both, will constitute such a breach or default, or permit termination or modification, under the policy, (c) to the knowledge of the Company, no insurer on any such policy has been declared insolvent or placed in receivership, conservatorship or liquidation, (d) no written or, to the knowledge of the Company, oral notice of cancellation, termination, non-renewal, disallowance or reduction in coverage has been received (or, to the Company’s knowledge, threatened), nor has there been any lapse in coverage since January 1, 2018 and (e) there are no claims by the Company nor any of its Subsidiaries pending under any of the insurance policies as to which coverage has been denied or disputed by the underwriters of such policies or in respect of which such underwriters have reserved their rights. Neither the Company nor any of its Subsidiaries have any material self-insurance programs. There is no fact, condition, situation or set of circumstances (including the consummation of the transactions contemplated hereby) that could reasonably be expected to result in or be the basis for any material premium increase with respect to, or material alteration of coverage under, any insurance policy. The insurance policies are with reputable insurance carriers and provide coverage to the Company and its Subsidiaries against all risks of the businesses of the Company and its Subsidiaries as are reasonable and appropriate considering the business of the Company and its Subsidiaries (including the Contracts to which they are bound).

Section 5.17. Real Property; Assets.

(a) Neither the Company nor any of its Subsidiaries owns any real property.

(b) ‎Section 5.17 of the Company Disclosure Schedule sets forth a complete and accurate list of Leased Real Property. The Leased Real Property constitutes all of the real property occupied or operated by the Company or its Subsidiaries in connection with their business.

(c) Each lease related to the Leased Real Property to which the Company or any of its Subsidiaries is a party is a legal, valid, binding and enforceable obligation of each of the parties thereto and is in full force and effect. The Company and its Subsidiaries have valid leasehold interests in, and enjoy undisturbed possession under, all Leased Real Property. Neither the Company nor any of its Subsidiaries is in material breach or material default under any such lease, and no condition exists which (with or without notice or lapse of time or both) would constitute a default by the Company or any of its Subsidiaries thereunder or, to the knowledge of the Company, by the other parties thereto.

(d) Neither the Company nor any of its Subsidiaries have subleased or otherwise granted any Person the right to use or occupy any Leased Real Property, which is still in effect. Neither the Company nor any of its Subsidiaries have collaterally assigned or granted any other security interest in the Leased Real Property or any interest therein, which is still in effect. Except for Permitted Liens, there exist no Liens affecting all or any portion of the Leased Real Property created by, through or under the Company or any of its Subsidiaries.

(e) There are no pending or, to the knowledge of the Company, threatened, (i) Actions or other proceedings to take all or any portion of the Leased Real Property or any interests therein by eminent domain or any condemnation proceeding (or the jurisdictional equivalent thereof) or (ii) sales or dispositions in relation to any such Action or proceeding.

(f) Except for Permitted Liens, the Company and each of its Subsidiaries have good and valid title to the material tangible assets of the Company and such Subsidiary. The assets of the Company and its Subsidiaries to be acquired by LIVK pursuant to this Agreement constitute all material tangible assets used or held for use by the Company and its Affiliates in, and necessary and sufficient for the operation of the businesses of the Company and its Subsidiaries as presently operated.

Section 5.18. Environmental Matters.

(a) The Company and its Subsidiaries are, and at all times since January 1, 2018 have been, in compliance with all Environmental Laws in all material respects, and all Permits held by the Company pursuant to applicable Environmental Laws are in all material respects in in full force and effect and to the knowledge of the Company no appeal or any other Action is pending to revoke or modify any such Permit.

(b) No written or, to the knowledge of the Company, oral, notice of violation, demand, request for information, citation, summons or order has been received by the Company relating to or arising out of any Environmental Laws, other than those relating to matters that have been fully resolved or that remain pending and, if adversely determined, would not reasonably be expected to be, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a whole.

(c) Neither the Company nor any of its Subsidiaries has agreed to indemnify any other Person against liability under Environmental Laws, or to assume or undertake any liability of another Person under Environmental Laws (other than pursuant to any customary commercial Contract entered into in the Ordinary Course of Business which does not principally relate to Environmental Laws).

(d) Copies of all material written reports (in the case of reports with multiple drafts or versions, the final draft or version), notices of violation, orders, audits, assessments and all other material environmental reports, in the possession, custody or control of the Company or its Subsidiaries, relating to environmental conditions in, on or about the Leased Real Property or to the Company’s or its Subsidiaries’ compliance with Environmental Laws have been made available to LIVK.

Section 5.19. Absence of Changes.

(a) Since December 31, 2020 through the date hereof, there has not been any Company Material Adverse Effect.

(b) Since December 31, 2020, the Company and its Subsidiaries (i) have, in all material respects, conducted their business and operated their properties in the Ordinary Course of Business and (ii) have not taken any action (or failed to take any action) that would violate ‎‎Section 7.01 if such action had been taken (or failed to be taken) after the date of this Agreement.

Section 5.20. Affiliate Transactions. Except for any Company Benefit Plan (including any employment or stock appreciation rights agreements entered into in the Ordinary Course of Business by the Company or any of its Subsidiaries), no (a) Holder, (b) former or current director, officer, manager or employee of the Company or any of its Subsidiaries or (c) any Affiliate or “associate” or any member of the “immediate family” (as such terms are respectively defined in Rules 12b-2 and 16a-1 of the Securities Exchange Act of 1934), of any Person described in the foregoing clauses ‎(a) or ‎(b), in each case, other than the Company or any of its Subsidiaries (each a “Related Party”), is (i) a party to any Contract or business arrangement with the Company or any of its Subsidiaries, (ii) provides any services to, or is owed any money by or owes any money to, or has any claim or right against, the Company or any of its Subsidiaries (other than, in each case, compensation for services performed by a Person as director, officer, service provider or employee of the Company or any of its Subsidiaries and amounts reimbursable for routine travel and other business expenses in the Ordinary Course of Business), or (iii) directly or indirectly owns, or otherwise has any right, title or interest in, to or under, any tangible or intangible property, asset, or right that is, has been, or is currently planned to be used by the Company or any of its Subsidiaries (the Contracts, relationships, or transactions described in clauses ‎(i) through ‎(iii), the “Affiliate Transactions”).

Section 5.21. Intellectual Property.

(a) ‎Section 5.21(a) of the Company Disclosure Schedule contains a complete and accurate list of all issued patents, pending patent applications, registered trademarks, trademark applications, registered copyrights, and Internet domain name registrations included in the Owned Intellectual Property as of the date of this Agreement (the “Registered Intellectual Property”), including as to each such item, as applicable, (i) the current owner or registrant, (ii) the title, (iii) the jurisdiction where the application, registration or issuance is filed, and (iv) the application, registration or issue number. Each item of Registered Intellectual Property is solely and exclusively owned by either the Company or one of its Subsidiaries, free and clear of any Liens (other than Permitted Liens). Each item of Registered Intellectual Property is subsisting and in full force and effect and, to the Company’s knowledge, valid and enforceable.

(b) The Company and its Subsidiaries solely and exclusively own all Owned Intellectual Property free and clear of all Liens (other than any Permitted Liens).

(c) The Company and its Subsidiaries use commercially reasonable efforts to maintain, enforce and protect the confidentiality of all material trade secrets owned by the Company and its Subsidiaries, including maintaining policies requiring all employees, consultants and independent contractors to agree to maintain the confidentiality of such trade secrets. To the Company’s knowledge, there has been no disclosure by the Company or any of its Subsidiaries of any material trade secrets or confidential information owned by the Company other than under written confidentiality agreements.

(d) The Company and its Subsidiaries own or have a valid and enforceable right to use any and all material Intellectual Property used or held for use in, or otherwise necessary for, the conduct of the business of the Company and its Subsidiaries as currently conducted. The execution and delivery of this Agreement by the Company and the consummation of the transactions contemplated hereby will not result in the loss, alteration, encumbrance, termination, or impairment of any Owned Intellectual Property or any material Licensed Intellectual Property.

(e) To the Company’s knowledge, neither the Company nor any of its Subsidiaries has infringed, misappropriated or otherwise violated, nor are any of them infringing, misappropriating or otherwise violating, any third party’s Intellectual Property rights. No Action is pending or, to the knowledge of the Company, since January 1, 2018, has been threatened, against the Company or any of its Subsidiaries (i) alleging any infringement, misappropriation or violation of any third party’s Intellectual Property rights by the Company or any of its Subsidiaries or (ii) based upon, or challenging or seeking to deny or restrict, the rights of the Company or any of its Subsidiaries in any of the Owned Intellectual Property or material Licensed Intellectual Property. To the knowledge of the Company, no third party has infringed, misappropriated or otherwise violated any material Owned Intellectual Property.

(f) All current and former employees, independent contractors and consultants who contributed to the discovery, creation or development of any material Intellectual Property for or on behalf of the Company or any of its Subsidiaries have transferred all of their rights and interest in such Intellectual Property to the Company or one of its Subsidiaries pursuant to written agreements containing assignment language and acknowledge the Company’s or its Subsidiaries’ ownership of all such Intellectual Property. No such employee, independent contractor or consultant has asserted any right, license, claim or interest whatsoever in or with respect to any such Intellectual Property.

(g) The Company and its Subsidiaries and the operation of their businesses, including the use and distribution of products and services by or on behalf of the Company and its Subsidiaries and all use by the Company or any of its Subsidiaries of any Open Source Software, are in compliance with the terms and conditions of all licenses for the Open Source Software. The Company and its Subsidiaries have not used any Open Source Software in a manner that requires that any Software included in the Owned Intellectual Property be (A) made available or distributed in source code form, (B) licensed for the purpose of making derivative works, (C) licensed under terms that allow reverse engineering, reverse assembly or disassembly of any kind or (D) redistributable at no charge.

(h) The Company and its Subsidiaries have not disclosed, delivered, licensed or otherwise made available (other than to current and former employees, independent contractors and consultants who contributed to the development of Software for the Company and who are bound by written confidentiality agreements), and do not have a duty or obligation (whether present, contingent, or otherwise) to disclose, deliver, license, or otherwise make available, any source code that embodies any Owned Intellectual Property to any Person. To the Company’s knowledge there are no viruses, worms, Trojan horses, bombs, backdoors, clocks, timers or similar harmful, malicious or hidden programs in any Software included in the Owned Intellectual Property.

(i) The Company IT Systems operate and perform in a manner that, in all material respects, permits the Company and its Subsidiaries to conduct their business as currently conducted. The Company and its Subsidiaries have in place commercially reasonable measures, consistent with current industry standards, designed to protect the confidentiality, integrity and security of the Company IT Systems, and all information and transactions stored or contained therein or transmitted thereby, against any unauthorized use, access, interruption, modification or corruption, and such measures include commercially reasonable security protocol technologies. Since January 1, 2018, there has been no material security breach or unauthorized access to the Company IT Systems or any material unauthorized access, use, disclosure, modification, corruption, or encryption of any data or information, or any Personally Identifiable Information, stored therein.

Section 5.22. Data Privacy and Security.

(a) The Company and its Subsidiaries have developed, implemented and maintained a written data protection, data privacy and cybersecurity program (the “Data Protection Program”) that is in material compliance with all Privacy Requirements. The Company and its Subsidiaries have not experienced any material Security Incident. Since January 1, 2018, no Person has brought, or threatened in writing to bring, any Action against the Company or any of its Subsidiaries in relation to any actual or alleged Security Incident or violation or breach of any Privacy Requirement.

(b) Since January 1, 2018, the Company and its Subsidiaries have at all times complied in all material respects with all Privacy Requirements with respect to the Processing of Personally Identifiable Information and other data. The Company and its Subsidiaries are not and since January 1, 2018, have not been subject to a Governmental Order of, or have received a notice from, a Governmental Authority regarding actual or alleged non-compliance with or violation of any Privacy Requirement. The Company and its Subsidiaries have taken commercially reasonable steps to ensure the reliability of their employees, representatives, consultants, contractors and agents that have access to Company PII, to train such individuals on all applicable Privacy Requirements and to ensure that all such employees, representatives, consultants, contractors and agents with the right to access such Company PII are under written obligations of confidentiality with respect to such Company PII.

(c) To the knowledge of the Company, each of the Company’s and its Subsidiaries’ third-party data suppliers, vendors, and partners that Process any Company PII or other Personally Identifiable Information on behalf of the Company or its Subsidiaries are in compliance in all material respects with the Privacy Requirements and there have been no unauthorized or illegal Processing, or other breach, violation or default (or event that, with or without the giving of notice or lapse of time, would constitute a breach, violation or default) by any such supplier, vendor or other partner of any Privacy Requirements. No circumstances have arisen in which the Privacy Requirements would require or recommend the Company or its Subsidiaries to notify any Governmental Authority of any Security Incident.

(d) The consummation of transactions contemplated by this Agreement will not breach any Privacy Requirement.

Section 5.23. Customers and Vendors. ‎Section 5.23 of the Company Disclosure Schedule sets forth a complete and accurate list of (a) the fifteen (15) most significant customers of the Company, together with its Subsidiaries, as measured by revenues received by the Company and its Subsidiaries for the twelve (12) month period ended December 31, 2020 (the “Top 15 Customers”), and the amount of revenues received from such customers for such period and (b) the fifteen (15) most significant vendors of the Company, together with its Subsidiaries, as measured by amounts paid by the Company and its Subsidiaries for the twelve (12) month period ended December 31, 2020 (the “Top 15 Vendors”), and the amount of consideration paid to such suppliers for such period. Since December 31, 2020, no Top 15 Customer or Top 15 Vendor has cancelled, terminated, reduced or altered (including any material reduction in the rate or amount of sales or purchases or material increase in the prices charged or paid, as the case may be) its business relationship with the Company or any of its Subsidiaries, and the Company has not received written or, to the knowledge of the Company, oral, notice from any of the Top 15 Customers or Top 15 Vendors stating the intention of such Person to do so.

Section 5.24. Certain Business Practices; Anti-Corruption.

(a) The Company and its Subsidiaries, and, to the knowledge of the Company, each of the Company’s and its Subsidiaries’ respective officers, directors, employees, agents, representatives or other persons acting on its behalf have complied with and are in compliance with Anti-Corruption Laws.

(b) Neither the Company nor any of its Subsidiaries, nor, to the knowledge of the Company, any of the Company’s or its Subsidiaries’ respective officers, directors, employees, agents, representatives or other persons acting on its behalf (i) has offered, promised, given or authorized the giving of money or anything else of value, whether directly or through another person or entity, to (A) any Government Official or (B) any other Person with the knowledge that all or any portion of the money or thing of value will be offered or given to a Government Official, in each of the foregoing clauses ‎(A) and ‎(B) for the purpose of influencing any action or decision of the Government Official in his or her official capacity, including a decision to fail to perform his or her official duties, inducing the Government Official to use his or her influence with any Governmental Authority to affect or influence any official act, or otherwise obtaining an improper advantage; or (ii) has or will make or authorize any other person to make any payments or transfers of value which have the purpose or effect of commercial bribery, or acceptance or acquiescence in kickbacks or other unlawful or improper means of obtaining or retaining business. For purposes of the foregoing clauses ‎(A) and ‎(B), a person shall be deemed to have “knowledge” with respect to conduct, circumstances or results if such person is aware of (i) the existence of or (ii) a high probability of the existence of such conduct, circumstances or results.

(c) The Company and each of its Subsidiaries has maintained and currently maintains (i) books, records and accounts which, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company and its Subsidiaries, and (ii) internal accounting controls sufficient to provide reasonable assurances that all transactions and access to assets of the Company and its Subsidiaries were, have been and are executed only in accordance with management’s general or specific authorization.

(d) The Company and each of its Subsidiaries has in place policies, procedures and controls that are reasonably designed to promote and ensure compliance with Anti-Corruption Laws.

(e) None of the Company’s nor any of its Subsidiaries’ respective beneficial owners, officers, directors, employees, agents, representatives or other persons acting on their behalf is or was a Government Official or a close family member of a Government Official.

(f) No Governmental Authority is investigating or has in the past five (5) years conducted, initiated or threatened any investigation of the Company or any of its Subsidiaries, or the Company’s or its Subsidiaries’ respective officers, directors or employees for alleged violation of Anti-Corruption Laws in connection with activities relating to the Company or any of its Subsidiaries.

(g) Neither the Company nor any of its Subsidiaries, nor, to the knowledge of the Company, any of the Company’s or its Subsidiaries’ Affiliates, nor any of the Company’s or its Subsidiaries’ directors, officers, employees, agents or representatives, is, or is owned or controlled by one or more Persons that are: (i) the subject of any sanctions administered by the U.S. Department of Treasury’s Office of Foreign Assets Control (OFAC) or the U.S. Department of State, the United Nations Security Council, the European Union, or other relevant sanctions authority (collectively, “Sanctions”), or (ii) located, organized or resident in a country or territory that is the subject of Sanctions (including, without limitation, Crimea, Cuba, Iran, North Korea and Syria) or has conducted business with any Person or entity or any of its respective officers, directors, employees, agents, representatives or other Persons acting on its behalf that is located, organized or resident in a country or territory that is the subject of Sanctions (including, without limitation, Crimea, Cuba, Iran, North Korea and Syria).

(h) The operations of the Company and each of its Subsidiaries are and have been conducted at all times in material compliance with all applicable financial recordkeeping and reporting requirements, including those of the Bank Secrecy Act, as amended by Title III of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (USA PATRIOT Act), and the applicable anti-money laundering statutes of jurisdictions where the Company and its Subsidiaries conduct business, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any Governmental Authority (collectively, the “Company Anti-Money Laundering Laws”); and no Action involving the Company or any of its Subsidiaries with respect to the Anti-Money Laundering Laws is pending or, to the Company’s knowledge, threatened.

Section 5.25. Registration Statement and Proxy Statement. On the date the Proxy Statement is first mailed to LIVK Shareholders, and at the time of the LIVK Extraordinary General Meeting, none of the information furnished by or on behalf of the Company in writing specifically for inclusion in the Registration Statement or Proxy Statement will include any untrue statement of material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Section 5.26. No Additional Representations and Warranties; No Outside Reliance. Except for the representations and warranties provided in this ‎‎Article 5, and the representations and warranties as may be provided in the Ancillary Agreements, neither the Company nor any of its Subsidiaries or Affiliates, nor any of their respective directors, managers, officers, employees, equityholders, partners, members, advisors, agents or representatives has made, or is making, any representation or warranty of any kind or nature whatsoever, oral or written, express or implied, relating to or with respect to this Agreement or the transactions contemplated hereby or thereby to LIVK. Neither the Company nor any of its Subsidiaries or Affiliates, nor any of their respective directors, managers, officers, employees, equityholders, partners, members, advisors, agents or representatives has made, or is making, any representation or warranty of any kind or nature whatsoever, oral or written, express or implied, relating or with respect to any financial information, financial projections, forecasts, budgets or any other document or information made available to LIVK or any other Person (including information in the “data site” maintained by or on behalf of the Company or provided in any formal or informal management presentation) except for the representations and warranties made by the Company to LIVK in this ‎‎Article 5 and the representations and warranties as may be provided in the Ancillary Agreements. Each of the Company and its Subsidiaries hereby expressly disclaims any representations or warranties other than those expressly given by the Company in this ‎‎Article 5 and as may be provided in the Ancillary Agreements. The Company acknowledges and agrees that, except for the representations and warranties contained in ‎Article 6 or the Ancillary Agreements, none of LIVK or any of its Subsidiaries or Affiliates nor any other Person has made or is making any representation or warranty, express or implied, as to the accuracy or completeness of any information, data, or statement regarding LIVK or the transactions contemplated hereunder or thereunder, including in respect of LIVK, the business, the operations, prospects, or condition (financial or otherwise), or the accuracy or completeness of any document, projection, material, statement, or other information not expressly set forth in ‎‎Article 6 or the Ancillary Agreements. The Company is not relying on any representations or warranties other than those representations or warranties set forth in ‎‎Article 6 or the Ancillary Agreements. Notwithstanding the foregoing, nothing in this ‎‎Section 5.26 shall limit LIVK’s remedies in the event of fraud.

Article 6
Representations and Warranties of LIVK

Except as set forth in the corresponding section of the LIVK Disclosure Schedule or in any publicly available SEC Document filed by LIVK before the date of this Agreement (other than disclosures in the “Risk Factors” or “Forward Looking Statements” of any such SEC Document and other disclosures to the extent that such disclosure is predictive or forward-looking in nature, except for any specific factual information contained therein, which shall not be excluded), LIVK represents and warrants to the Company as of the date hereof and as of the Closing as follows:

Section 6.01. Corporate Organization.

(a) LIVK has been duly incorporated, organized or formed and is validly existing and in good standing under the Laws of the Cayman Islands and has the corporate power and authority to own or lease its properties and to conduct its business as it is now being conducted.

(b) A true and complete copy of the certificate of incorporation of LIVK, certified by the Registrar of Companies in the Cayman Islands and a true and correct copy of the bylaws of LIVK, have been made available by LIVK to the Company and each is in full force and effect and LIVK is not in violation of any of the provisions thereof.

(c) LIVK is duly licensed or qualified and, where applicable, in good standing as a foreign corporation or other entity in each jurisdiction in which the ownership of its property or the character of its activities is such as to require it to be so licensed or qualified or in good standing, as applicable, except where the failure to be so licensed or qualified would not reasonably be expected to have a LIVK Material Adverse Effect.

Section 6.02. Due Authorization.

(a) LIVK has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Agreement to which LIVK is or will be a party and to perform all obligations to be performed by it hereunder and thereunder. The execution and delivery of this Agreement and each Ancillary Agreement to which LIVK is a party and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized and approved by the board of directors of LIVK, and no other corporate action on the part of LIVK or any holders of any securities of LIVK is necessary to authorize the execution and delivery by LIVK of this Agreement or the Ancillary Agreements to which LIVK is (or will be) a party (other than the LIVK Shareholder Approval). This Agreement has been duly and validly executed and delivered by LIVK and, assuming this Agreement constitutes a legal, valid and binding obligation of the other parties hereto, this Agreement constitutes a legal, valid and binding obligation of LIVK, enforceable against LIVK in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. Each Ancillary Agreement to which LIVK will be a party, when executed and delivered by LIVK, will be duly and validly executed and delivered by LIVK, and, assuming such Ancillary Agreement constitutes a legal, valid and binding obligation of the other parties thereto, will constitute a legal, valid and binding obligation of LIVK, enforceable against LIVK in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity.

(b) The LIVK Shareholder Approval is the only vote of any of LIVK’s capital stock necessary in connection with the entry into this Agreement by LIVK, and the consummation of the transactions contemplated hereby, including the Closing.

(c) At a meeting duly called and held, the board of directors of LIVK has unanimously (i) determined that this Agreement and the transactions contemplated hereby are advisable and in the best interests of their respective stockholders; (ii) determined that the fair market value of the Company is equal to at least 80% of the Trust Account, as applicable; (iii) approved the transactions contemplated by this Agreement as a Business Combination; and (iv) resolved to recommend to the Pre-Closing LIVK Holders approval of the transactions contemplated by this Agreement (the “LIVK Board Recommendation”).

Section 6.03. No Conflict. The execution, delivery and performance of this Agreement and each Ancillary Agreement to which LIVK will be a party by LIVK and the consummation of the transactions contemplated hereby and thereby do not and will not (a) contravene, conflict with or violate any provision of, or result in the breach of, any Applicable Law, or the certificate of incorporation, bylaws or other organizational documents of LIVK or any Subsidiary of LIVK, (b) assuming the receipt of the consents, approvals, authorizations and other requirements set forth in ‎‎Section 6.05, conflict with, violate or result in a breach of any term, condition or provision of any material Contract to which LIVK or any Subsidiary of LIVK is a party or by which LIVK or any Subsidiary of LIVK is bound, or terminate or result in a default under, or require any consent, notice or other action by any Person under (with or without notice or lapse of time, or both) or the loss of any right under, or create any right of termination, acceleration or cancellation of any material Contract, or (c) result in the creation of any Lien upon any of the properties or assets of LIVK or any Subsidiary of LIVK or constitute an event which, after notice or lapse of time or both, would reasonably be expected to result in any such violation, breach, termination or creation of a Lien, except to the extent that the occurrence of each of the foregoing would not reasonably be expected to have a LIVK Material Adverse Effect.

Section 6.04. Litigation and Proceedings. There are no Actions (other than investigations), or, to the knowledge of LIVK, investigations, pending before or by any Governmental Authority or, to the knowledge of LIVK, threatened, against LIVK that would reasonably be expected to have, individually or in the aggregate, a LIVK Material Adverse Effect or which in any manner challenges or seeks to prevent or enjoin the transactions contemplated hereby. There is no unsatisfied judgment or any open injunction binding upon LIVK.

Section 6.05. Governmental Authorities; Consents. Assuming the representations and warranties of the Company contained in this Agreement are true, correct and complete, no consent, approval or authorization of, or designation, declaration, filing, notice or action with, any Governmental Authority or other Person is required on the part of LIVK with respect to LIVK’s execution or delivery of this Agreement or any Ancillary Agreement to which LIVK is a party or the consummation of the transactions contemplated hereby or thereby, except for (a) applicable requirements of the HSR Act or foreign Antitrust Laws, (b) any consents, approvals, authorizations, designations, filings, notices or actions, the absence of which would not reasonably be expected to be, individually or in the aggregate, material to LIVK, taken as a whole, and (c) approval for listing the Surviving Pubco Common Stock issued pursuant to this Agreement on Nasdaq.

Section 6.06. LIVK Capitalization.

(a) The authorized capital stock of LIVK consists of (i) 200,000,000 LIVK Class A Ordinary Shares, of which 8,050,000 LIVK Class A Ordinary Shares are issued and outstanding as of the date hereof, (ii) 20,000,000 LIVK Class B Ordinary Shares, of which 2,082,500 LIVK Class B Ordinary Shares are issued and outstanding as of the date hereof, and (iii) 1,000,000 preference shares, par value $0.0001 per share, of which no preference shares are issued and outstanding as of the date hereof. As of the date hereof, there are issued and outstanding LIVK Warrants in respect of 10,861,250 LIVK Class A Ordinary Shares, which will entitle the holders thereof to purchase shares of Surviving Pubco Common Stock at an exercise price of $11.50 per share on the terms and conditions set forth in the applicable warrant agreement. All of the issued and outstanding LIVK Class A Ordinary Shares and LIVK Class B Ordinary Shares (i) have been duly authorized and validly issued and are fully paid and nonassessable and are not subject to, nor were they issued in violation of, any preemptive rights, rights of first refusal or similar rights, and (ii) are free and clear of all Liens and other restrictions (including any restriction on the right to vote, sell or otherwise dispose of such equity interests).

(b) Except for the LIVK Warrants, there are no subscriptions, calls, options, warrants, rights or other securities convertible into or exchangeable or exercisable for the LIVK Ordinary Shares or the equity interests of LIVK, or any other Contracts to which LIVK is a party or by which LIVK is bound obligating LIVK to issue, transfer, register or sell, or cause to be issued, transferred, registered or sold, any shares of capital stock of, other equity interests in or debt securities of, LIVK to grant, extend or enter into options, warrants, calls, rights, subscriptions or other securities. Other than the LIVK Shareholder Redemption Right, there are no outstanding contractual obligations of LIVK to repurchase, redeem or otherwise acquire any securities or equity interests of LIVK.

(c) The Surviving Pubco Common Stock to be issued to certain of the Holders pursuant to this Agreement will, and any Surviving Pubco Common Stock issuable to Holders pursuant to the PIPE Subscription Agreements, upon issuance and delivery at the Closing, will (i) be duly authorized and validly issued, and fully paid and nonassessable, (ii) be issued in compliance in all material respects with Applicable Law, (iii) not be issued in breach or violation of any preemptive rights or Contract, and (iv) be issued to such Holders with good and valid title, free and clear of any Liens other than Liens arising out of, under or in connection with applicable federal, state and local securities Laws and any restrictions set forth in the Surviving Pubco Certificate of Incorporation.

Section 6.07. Undisclosed Liabilities.

(a) LIVK was formed solely for the purpose of effecting a Business Combination and has not engaged in any business activities or conducted any operations other than in connection with its formation and funding, including its initial public offering, and the sourcing, evaluation and negotiations of potential business combinations and the execution, delivery and performance of this Agreement and the Ancillary Agreements.

(b) There is no material liability, debt or obligation of LIVK, except for liabilities, debts and obligations (i) reflected or reserved for on LIVK’s balance sheet for the fiscal year ended December 31, 2019 as reported on Form 10-K or disclosed in the notes thereto, (ii) that have arisen since December 31, 2019 in the ordinary course of the operation of business of LIVK consistent with past practice or (iii) incurred in connection with the transactions contemplated by this Agreement.

Section 6.08. LIVK SEC Documents; Controls.

(a) Since December 10, 2019, LIVK has timely filed or furnished with the SEC all forms, reports, schedules and statements required to be filed or furnished under the means the Securities Act or the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (such forms, reports, schedules, and statements other than the Proxy Statement and the Registration Statement, the “SEC Documents”). As of their respective filing (or furnishing) dates, each of the SEC Documents, as amended (including all exhibits and schedules and documents incorporated by reference therein), complied in all materials respects with the applicable requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such SEC Documents, and none of the SEC Documents contained, when filed or, if amended prior to the date hereof, as of the date of such amendment with respect to those disclosures that are amended, any untrue statement of material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the SEC Documents are the subject of ongoing SEC review or outstanding SEC comment and, to LIVK’s knowledge, neither the SEC nor any other Governmental Authority is conducting any investigation or review of any SEC Document. No notice of any SEC review or investigation of LIVK or the SEC Documents has been received by LIVK.

(b) The financial statements of LIVK included in the SEC Documents, including all notes and schedules thereto, complied in all material respects when filed, or if amended prior to the date hereof, as of the date of such amendment, with the rules and regulations of the SEC with respect thereto, were prepared in accordance with GAAP (except as may be indicated in the notes thereto, or in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SEC) and fairly present in all material respects in accordance with the applicable requirements of GAAP (except as may be indicated in the notes thereto, subject, in the case of the unaudited statements, to normal year-end audit adjustments that are not material) the financial position of LIVK, as of their respective dates, and the results of operations and cash flows of LIVK, for the periods presented therein.

(c) LIVK has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act and the listing standards of Nasdaq). LIVK’s disclosure controls and procedures are (i) designed to provide reasonable assurance regarding the reliability of LIVK’s financial reporting and the preparation of financial statements for external purposes in material conformity with GAAP and (ii) reasonably designed to ensure that material information relating to LIVK is accumulated and communicated to LIVK’s management as appropriate. Since LIVK’s formation, there have been no significant deficiencies or material weakness in LIVK’s internal control over financial reporting (whether or not remediated) and no change in LIVK’s control over financial reporting that has materially affected, or is reasonably likely to materially affect, LIVK’s internal control over financial reporting.

Section 6.09. Listing. The issued and outstanding LIVK Ordinary Shares are registered pursuant to Section 12(b) of the Exchange Act and are listed for trading on Nasdaq. As of the date hereof, there is no Action pending, or to the knowledge of LIVK, threatened, against LIVK by Nasdaq or the SEC with respect to any intention by such entity to deregister any LIVK Ordinary Shares or prohibit or terminate the listing of any LIVK Ordinary Shares on Nasdaq.

Section 6.10. Registration Statement and Proxy Statement. At the Effective Time, the Registration Statement, and when first filed in accordance with Rule 424(b) or filed pursuant to Section 14A, the Proxy Statement (or any amendment or supplement thereto), will comply in all material respects with the applicable requirements of the Securities Act and the Exchange Act. On the date of any filing pursuant to Rule 424(b), the date the Proxy Statement is first mailed to LIVK Shareholders, and at the time of the LIVK Extraordinary General Meeting, the Proxy Statement (together with any amendments or supplements thereto) will not include any untrue statement of material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that LIVK makes no representations or warranties as to the information contained in or omitted from the Registration Statement or Proxy Statement in reliance upon and in conformity with information furnished in writing to LIVK by or on behalf of the Company specifically for inclusion in the Registration Statement or the Proxy Statement.

Section 6.11. Brokers’ Fees. Except fees described on ‎Section 6.11 of the LIVK Disclosure Schedule, no broker, finder, investment banker or other Person is entitled to any brokerage fee, finders’ fee or other commission in connection with the transactions contemplated by this Agreement based upon arrangements made by LIVK or any of its Affiliates.

Section 6.12. Trust Account. As of the date of this Agreement, LIVK has (and, assuming no holders of LIVK Ordinary Shares exercise the LIVK Shareholder Redemption Right, will have immediately prior to the Closing) at least $81,058,086.31 in the Trust Account, with such funds invested in United States Government securities meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940 and held in trust by the Trustee pursuant to the Trust Agreement. The Trust Agreement is in full force and effect and is a legal, valid and binding obligation of LIVK and the Trustee, enforceable in accordance with its terms. The Trust Agreement has not been terminated, repudiated, rescinded, amended, supplemented or modified, in any respect, and no such termination, repudiation, rescission, amendment, supplement or modification is contemplated. There are no side letters and (except for the Trust Agreement) there are no agreements, contracts, arrangements or understandings, whether written or oral, with the Trustee or any other Person that would (a) cause the description of the Trust Agreement in the Prospectus to be inaccurate in any material respect or (b) entitle any Person (other than (x) holders of LIVK Ordinary Shares who shall have exercised their LIVK Shareholder Redemption Right, (y) any underwriters in connection with LIVK’s initial public offering which may be entitled to deferred underwriting discounts and commissions specified in the Prospectus and (z) other advisors of LIVK) to any portion of the proceeds in the Trust Account. Prior to the Closing, none of the funds held in the Trust Account have been released except (i) to pay income and franchise Taxes from any interest income earned in the Trust Account and (ii) to redeem LIVK Ordinary Shares pursuant to the LIVK Shareholder Redemption Right. LIVK has performed all material obligations required to be performed by it to date under, and is not in material default or delinquent in performance or any other respect (claimed or actual) in connection with, the Trust Agreement, and, to the knowledge of LIVK, no event has occurred which, with due notice or lapse of time or both, would constitute such a material default thereunder. There are no Actions pending or, to the knowledge of LIVK, threatened, with respect to the Trust Account.

Section 6.13. Compliance with Laws; Permits.

(a) LIVK and each of LIVK’s officers, directors and employees are, and since its date of formation have been, in compliance with all Applicable Laws in all material respects, except as would not reasonable be expected to have a LIVK Material Adverse Effect. Since LIVK’s date of formation, (i) LIVK has not been subjected to, or received any notification from, any Governmental Authority of a violation of any Applicable Law or any investigation by a Governmental Authority for actual or alleged violation of any Applicable Law, (ii) to the knowledge of LIVK, no claims have been filed against LIVK with any Governmental Authority alleging any material failure by LIVK to comply with any Law to which it is subject, and (iii) LIVK has not made a voluntary, directed, or involuntary disclosure to any Governmental Authority regarding any alleged act or omission arising under or relating to any noncompliance with any Law.

(b) Neither LIVK, nor any of LIVK’s respective officers, directors or employees, nor, to the knowledge of LIVK, any of LIVK’s other agents, representatives or other persons acting on its behalf (i) has offered, promised, given or authorized the giving of money or anything else of value, whether directly or through another person or entity, to (A) any Government Official or (B) any other Person with the knowledge that all or any portion of the money or thing of value will be offered or given to a Government Official, in each of cases ‎(A) and ‎(B) for the purpose of influencing any action or decision of the Government Official in his or her official capacity, including a decision to fail to perform his or her official duties, inducing the Government Official to use his or her influence with any Governmental Authority to affect or influence any official act, or otherwise obtaining an improper advantage; or (ii) has or will make or authorize any other person to make any payments or transfers of value which have the purpose or effect of commercial bribery, or acceptance or acquiescence in kickbacks or other unlawful or improper means of obtaining or retaining business.

(c) LIVK has maintained and currently maintains (i) books, records and accounts which, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of LIVK, and (ii) internal accounting controls sufficient to provide reasonable assurances that all transactions and access to assets of LIVK were, have been and are executed only in accordance with management’s general or specific authorization.

(d) To the knowledge of LIVK, none of LIVK’s respective beneficial owners, officers, directors or employees is or was a Government Official or a close family member of a Government Official.

(e) To the knowledge of LIVK, no Governmental Authority is investigating or has in the past five (5) years conducted, initiated or threatened any investigation of LIVK, or LIVK’s respective officers, directors or employees for alleged violation of Anti- Corruption Laws in connection with activities relating to LIVK.

(f) LIVK has all Permits that are required to own, lease or operate its properties and assets and to conduct its business as currently conducted and as proposed to be conducted (the “LIVK Permits”), except where the failure to have such LIVK Permits would be material to LIVK, taken as a whole. As of the date hereof, (i) each LIVK Permit is in full force and effect in accordance with its terms, (ii) no outstanding notice of revocation, cancellation or termination of any LIVK Permit has been received by LIVK, (iii) there are no Actions pending or, to the knowledge of LIVK, threatened, that seek the revocation, suspension, withdrawal, adverse modification, cancellation or termination of any LIVK Permit, (iv) LIVK is, and has been since its formation, in compliance with all material LIVK Permits applicable to LIVK and no condition exists that with notice or lapse of time or both would constitute a default under such LIVK Permits, in each case, except as would not be material to LIVK, taken as a whole. The consummation of the transactions contemplated by this Agreement will not cause the revocation, modification or cancellation of any LIVK Permit, except for any such revocation, modification or cancellation that would not reasonably be expected to be, individually or in the aggregate, material to LIVK, taken as a whole. ‎Section 6.13(b) of the LIVK Disclosure Schedule contains a complete list of all material LIVK Permits.

Section 6.14. Certain Business Practices; Anti-Corruption.

(a) LIVK, and, to the knowledge of LIVK, LIVK’s respective officers, directors, employees, agents, representatives or other persons acting on its behalf, have complied with and are in compliance with Anti-Corruption Laws.

(b) Neither LIVK nor any of its Affiliates, nor any of LIVK’s directors, officers, employees, agents or representatives is, or is owned or controlled by one or more Persons that are: (i) the subject of any Sanctions, or (ii) located, organized or resident in a country or territory that is the subject of Sanctions (including, without limitation, Crimea, Cuba, Iran, North Korea and Syria) or has conducted business with any Person or entity or any of its respective officers, directors, employees, agents, representatives or other Persons acting on its behalf that is located, organized or resident in a country or territory that is the subject of Sanctions (including, without limitation, Crimea, Cuba, Iran, North Korea and Syria).

(c) The operations of LIVK are and have been conducted at all times in compliance with all applicable financial recordkeeping and reporting requirements, including those of the Bank Secrecy Act, as amended by Title III of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (USA PATRIOT Act), and the applicable anti-money laundering statutes of jurisdictions where LIVK conducts business, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any Governmental Authority (collectively, the “LIVK Anti-Money Laundering Laws”), and no action, suit or proceeding by or before any Governmental Authority involving LIVK with respect to the LIVK Anti-Money Laundering Laws is pending or, to LIVK’s knowledge, threatened.

Section 6.15. Absence of Certain Changes. Since its formation through the date of this Agreement, LIVK has not (a) conducted business other than its formation, the public offering of its securities (and the related private offerings), public reporting and its search for an initial Business Combination as described in the Prospectus (including the investigation of the Company and its Subsidiaries and the negotiation and execution of this Agreement) and related activities and (b) been subject to a LIVK Material Adverse Effect. Except as set forth in LIVK’s SEC reports filed prior to the date of this Agreement, and except as contemplated by this Agreement, since December 31, 2020 through the date of this Agreement, there has not been any action taken or agreed upon by LIVK or any of its Subsidiaries that would be prohibited by ‎‎Section 8.01 if such action were taken on or after the date hereof without the consent of the Company.

Section 6.16. Employees and Employee Benefits Plans. LIVK (a) has no paid employees or (b) does not maintain, sponsor, contribute to or otherwise have any liability under any employee benefit plans. Neither the execution and delivery of this Agreement or the other Ancillary Agreements nor the consummation of the transactions contemplated by this Agreement will: (a) result in any payment (including severance, unemployment compensation, golden parachute, bonus or otherwise) becoming due to any director, officer or employee of LIVK; or (b) result in the acceleration of the time of payment or vesting of any such benefits. Other than reimbursement of any out-of-pocket expenses incurred by LIVK’s officers and directors in connection with activities on LIVK’s behalf in an aggregate amount not in excess of the amount of cash held by LIVK outside of the Trust Account, LIVK has no unsatisfied material liability with respect to any officer or director.

Section 6.17. Properties. LIVK does not own, license or otherwise have any right, title or interest in any material Intellectual Property rights (other than trademarks). LIVK does not own, or otherwise have an interest in, any real property sublease, space sharing, license or other occupancy agreement.

Section 6.18. Contracts. Other than this Agreement, the Ancillary Agreements and any Contracts that are exhibits to the SEC Documents, there are no Contracts to which LIVK is a party or by which LIVK’s properties or assets may be bound, subject or affected, which (a) creates or imposes a liability greater than $50,000, (b) may not be cancelled by LIVK on less than sixty (60) calendar days’ prior notice without payment of a material penalty or termination fee or (c) prohibits, prevents, restricts or impairs in any material respect any business practice of LIVK as its business is currently conducted, any acquisition of material property by LIVK, or restricts in any material respect the ability of LIVK from engaging in business as currently conducted by it or from competing with any other Person (each such contract, a “LIVK Material Contract”). All LIVK Material Contracts have been made available to the Company.

Section 6.19. Affiliate Transactions. Except for equity ownership or employment relationships (including any employment or similar Contract) expressly contemplated by this Agreement, any non-disclosure or confidentiality Contract entered into in connection with the “wall-crossing” of LIVK Shareholders, any Ancillary Agreement or any Contract that is an exhibit to the SEC Documents or described therein, (a) there are no transactions or Contracts, or series of related transactions or Contracts, between LIVK, on the one hand, and any related party of LIVK, Sponsor, any beneficial owner (as defined in Rule 13d-3 under the Exchange Act) of five percent (5%) or more of the LIVK Ordinary Shares or, to the knowledge of LIVK, any of their respective “associates” or “immediate family” members (as such terms are defined in Rule 12b-2 and Rule 16a-1 of the Exchange Act), on the other hand, nor is any Indebtedness owed by or to LIVK, on the one hand, to or by Sponsor or any such related party, beneficial owner, associate or immediate family member, and (b) none of the officers or directors (or members of a similar governing body) of LIVK, Sponsor, any beneficial owner of five percent (5%) or more of the LIVK Ordinary Shares or, to the knowledge of LIVK, their respective “associates” or “immediate family members” owns directly or indirectly in whole or in part, or has any other material interest in, (i) any material tangible or real property that LIVK or uses, owns or leases (other than through any equity interest in LIVK) or (ii) any customer, vendor or other material business relation of LIVK or Sponsor.

Section 6.20. Taxes.

(a) All federal, state, local and foreign income and other material Tax Returns required to be filed by LIVK (taking into account applicable extensions) have been timely filed in all material respects, and all such Tax Returns are true, correct and complete in all material respects.

(b) LIVK has paid all material amounts of Taxes (whether or not shown on any Tax Return) that are due and payable by LIVK, except with respect to matters contested in good faith by appropriate proceedings and with respect to which adequate reserves have been made in accordance with GAAP.

(d) All material amounts of Taxes required to be withheld by LIVK have been withheld and, to the extent required, have been paid over to the appropriate Governmental Authority.

(e) LIVK has not received from any Governmental Authority written notice of any threatened, proposed, or assessed deficiency for Taxes of LIVK, except for such deficiencies that have been satisfied by payment, settled or withdrawn. No audit or other proceeding by any Governmental Authority is in progress with respect to any Taxes due by LIVK, and LIVK has not received written notice from any Governmental Authority that any such audit or proceeding is contemplated or pending.

(f) LIVK has not received a written claim to pay Taxes or file Tax Returns from a Governmental Authority in a jurisdiction where LIVK has not paid Taxes or filed Tax Returns, except for claims that have been finally resolved.

(g) LIVK does not have a request for a private letter ruling, a request for administrative relief, a request for technical advice or a request for a change of any method of accounting pending with any Governmental Authority. LIVK has not extended the statute of limitations for assessment, collection or other imposition of any Tax (other than pursuant to an extension of time to file a Tax Return of not more than seven months obtained in the ordinary course of business) which extension is currently in effect.

(h) LIVK is not a party to or bound by any Tax sharing, indemnification or allocation agreement or other similar Contract, other than any customary commercial Contracts entered into in the ordinary course of business which do not primarily relate to Taxes.

(i) LIVK has not constituted either a “distributing corporation” or a “controlled corporation” in a distribution of stock qualifying for tax-free treatment under Section 355 of the Code in the prior two (2) years.

(j) LIVK has never been a member of an Affiliated Group. LIVK has no liability for the Taxes of any other Person under Treasury Regulations Section 1.1502-6 (or any similar provision of Law), as transferor or successor, by Contract or otherwise (other than pursuant to any customary commercial Contract entered into in the ordinary course of business which does not principally relate to Taxes).

(k) LIVK will not be required to include any material item of income in, or exclude any material item of deduction from, taxable income for any Tax period (or portion thereof) ending after the Closing Date as a result of: (1) any change in method of accounting for a taxable period ending on or prior to the Closing; (2) any “closing agreement” as described in Section 7121 of the Code (or any corresponding or similar provision of state, local or foreign income Tax law) executed on or prior to the Closing; (3) any installment sale or open transaction disposition made on or prior to the Closing; (4) any prepaid amount received on or prior to the Closing outside the ordinary course of business; or (5) Section 965(a) of the Code (or any corresponding or similar provision of state, local or foreign Tax Law).

(l) LIVK has not been a party to any “listed transaction” within the meaning of Treasury Regulations Section 1.6011-4(b)(2).

(m) LIVK has complied in all material respects with the conditions stipulated in each Tax Grant that LIVK has utilized.

(n) LIVK is not a party to a gain recognition agreement under Section 367 of the Code that is currently in effect.

(o) LIVK has not (i) deferred any Taxes under Section 2302 of the CARES Act or (ii) claimed any Tax credit under Section 2301 of the CARES Act or Sections 7001-7003 of the Families First Coronavirus Response Act, as may be amended.

(p) To the knowledge of LIVK, there are no facts, circumstances or plans that, either alone or in combination, could reasonably be expected to prevent the Merger from qualifying for the Intended Tax Treatment.

Section 6.21. PIPE Investment.

(a) LIVK has delivered to the Company true, correct and complete copies of each of the PIPE Subscription Agreements entered into by LIVK with the applicable PIPE Investors named therein, pursuant to which the PIPE Investors have committed to provide the PIPE Financing. To the knowledge of LIVK, with respect to each PIPE Investor, the PIPE Subscription Agreement with such PIPE Investor is in full force and effect and has not been withdrawn or terminated, or otherwise amended or modified, in any respect, and no withdrawal, termination, amendment or modification is contemplated by LIVK. Each PIPE Subscription Agreement is a legal, valid and binding obligation of LIVK and, to the knowledge of LIVK, each PIPE Investor in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity, and none of the execution, delivery or performance of obligations under such PIPE Subscription Agreement by LIVK or, to the knowledge of LIVK, each PIPE Investor, violates any Laws. There are no other agreements, side letters or arrangements between LIVK and any PIPE Investor relating to any PIPE Subscription Agreement that could affect the obligation of such PIPE Investors to contribute to LIVK the applicable portion of the PIPE Financing Amount set forth in the PIPE Subscription Agreement of such PIPE Investors, and, as of the date hereof, LIVK does not know of any facts or circumstances that may reasonably be expected to result in any of the conditions set forth in any PIPE Subscription Agreement not being satisfied, or the PIPE Financing Amount not being available to LIVK, on the Closing Date. No event has occurred that, with or without notice, lapse of time or both, would constitute a default or breach on the part of LIVK under any material term or condition of any PIPE Subscription Agreement and, as of the date hereof, LIVK has no reason to believe that it will be unable to satisfy in all material respects on a timely basis any term or condition of closing to be satisfied by it contained in any PIPE Subscription Agreement. The PIPE Subscription Agreements contain all of the conditions precedent (other than the conditions contained in the other agreements related to the transactions contemplated herein) to the obligations of the PIPE Investors to contribute to LIVK the applicable portion of the PIPE Financing Amount set forth in the PIPE Subscription Agreements on the terms therein.

(b) No fees, consideration or other discounts are payable or have been agreed by LIVK or any of its Subsidiaries (including, from and after the Closing, the Surviving Corporation and its Subsidiaries) to any PIPE Investor in respect of its portion of the PIPE Financing Amount, except as may be set forth in the PIPE Subscription Agreements.

Section 6.22. Independent Investigation. LIVK and its Affiliates and their respective representatives have conducted their own independent investigation, review and analysis of the business, results of operations, prospects, condition (financial or otherwise) or assets of the Company and its Subsidiaries, and LIVK acknowledges that it and they have been provided adequate access to the personnel, properties, assets, premises, books and records, and other documents and data of the Company and its Subsidiaries for such purpose. LIVK acknowledges and agrees that: (a) in making its decision to enter into this Agreement and to consummate the transactions contemplated herein, it has relied solely upon its own investigation and the express representations and warranties of the Company set forth in ‎‎Article 5 (including the related portions of the Company Disclosure Schedule) or of the Company or Holders set forth in the Ancillary Agreements; and (b) none of the Company, its Affiliates nor their respective representatives have made any express or implied representation or warranty as to the Company and its Subsidiaries, or this Agreement, except as expressly set forth in ‎‎Article 5 (including the related portions of the Company Disclosure Schedule) or in the Ancillary Agreements. Notwithstanding the foregoing, nothing in this ‎Section 6.21 shall limit LIVK’s remedies in the event of fraud.

Section 6.23. No Additional Representations and Warranties; No Outside Reliance. Except for the representations and warranties provided in this ‎‎Article 6, and the representations and warranties as may be provided in the Ancillary Agreements, neither LIVK, nor any of its respective directors, managers, officers, employees, equity holders, partners, members, advisors, agents or representatives has made, or is making, any representation or warranty of any kind or nature whatsoever, oral or written, express or implied, relating to or with respect to this Agreement or the transactions contemplated hereby or thereby to the Company or any Holder. Neither LIVK, nor any of its respective directors, managers, officers, employees, equityholders, partners, members, advisors, agents or representatives has made, or is making, any representation or warranty of any kind or nature whatsoever, oral or written, express or implied, relating or with respect to any information regarding LIVK or otherwise, except for the representations and warranties made by LIVK to the Company in this ‎‎Article 6 and the representations and warranties as may be provided in the Ancillary Agreements. LIVK hereby expressly disclaims any representations or warranties other than those expressly given by LIVK in this ‎‎Article 6 and as may be provided in the Ancillary Agreements. LIVK acknowledges and agrees that, except for the representations and warranties contained in ‎‎‎Article 5 or the Ancillary Agreements, none of the Company or any of its Subsidiaries or Affiliates nor any other Person has made or is making any representation or warranty, express or implied, as to the accuracy or completeness of any information, data, or statement regarding the Company or any of the Subsidiaries of the Company or the transactions contemplated hereunder or thereunder, including in respect of the Company, the business, the operations, prospects, or condition (financial or otherwise), or the accuracy or completeness of any document, projection, material, statement, or other information, not expressly set forth in ‎‎‎Article 5 or the Ancillary Agreements. LIVK is not relying on any representations or warranties other than those representations or warranties set forth in ‎‎Article 5 or as may be provided in the Ancillary Agreements. Notwithstanding the foregoing, nothing in this ‎‎Section 6.22 shall limit LIVK’s remedies in the event of fraud.

Article 7
Covenants of the Company

Section 7.01. Conduct of Business. From the date of this Agreement until the Closing Date or the earlier termination of this Agreement in accordance with its terms (the “Interim Period”), the Company shall, and shall cause its Subsidiaries to, except as contemplated by this Agreement or the Ancillary Agreements, as consented to by LIVK in writing (which consent shall not be unreasonably withheld, conditioned or delayed) or as required by Law, (i) use reasonable best efforts to operate its business only in the Ordinary Course of Business, (ii) preserve the business of the Company, (iii) maintain the services of its officers and key employees, (iv) make payments of accounts payable and conduct collection of accounts receivable in the Ordinary Course of Business, (v) timely pay all material Taxes that become due and payable, (vi) maintain the existing business relationships of the Company, and (vii) not:

(a) change, amend or propose to amend the certificate of incorporation, bylaws or other organizational documents of the Company or any of its Subsidiaries;

(b) directly or indirectly adjust, split, combine, subdivide, issue, pledge, deliver, award, grant, redeem, purchase or otherwise acquire or sell, or authorize or propose the issuance, pledge, delivery, award, grant or sale (including the grant of any encumbrances) of, any equity interests of the Company, including any Company Shares or the equity interests of any of its Subsidiaries, any securities convertible into or exercisable or exchangeable for any such equity interests, or any rights, warrants or options to acquire, any such equity interests or any phantom stock, phantom stock rights, stock appreciation rights or stock-based performance units, other than (i) upon the exercise or settlement of awards outstanding under any Company Benefit Plan in effect on the date of this Agreement in accordance with its present terms, (ii) as required by the terms of the Company Benefit Plans in effect on the date of this Agreement and made available to LIVK, and (iii) any arrangement set forth on ‎Section 7.01(e) of the Company Disclosure Schedule;

(d) other than in the Ordinary Course of Business, (i) modify, voluntarily terminate, permit to lapse, waive, or fail to enforce any material right or remedy under any Significant Contract, (ii) materially amend, extend or renew any Significant Contract or (iii) enter into any Significant Contract;

(e) except as required by the terms of the Company Benefit Plans in effect on the date hereof and as made available to LIVK, (i) grant any severance, retention or termination pay to, or enter into or amend any severance, retention, termination, employment, consulting, bonus, change in control or severance agreement with, any current or former Service Provider, other than in the Ordinary Course of Business to Service Providers with annual base compensation of less than $300,000, (ii) increase the compensation or benefits provided to any current or former Service Provider, other than increases in base compensation of not more than 10% to any individual with annual base compensation of less than $300,000 in the Ordinary Course of Business, (iii) grant any equity or equity-based awards to, or discretionarily accelerate the vesting or payment of any such awards held by, any current or former Service Provider, other than grants to newly hired Service Providers, (iv) establish, adopt, enter into, amend, or terminate any Company Benefit Plan or Labor Contract or (v) (x) hire any employees with an annual base compensation of over $300,000 other than to (A) fill vacancies arising due to terminations of employment of employees following the date hereof or (B) fill an open position listed on ‎Section 7.01(e) of the Company Disclosure Schedule, or (y) terminate the employment of any employees, other than for cause or in the Ordinary Course of Business for employees with annual base compensation of over $300,000;

(f) acquire (whether by merger or consolidation or the purchase of a substantial portion of the equity in or assets of or otherwise) any other Person;

(g) (i) repurchase, prepay, redeem or incur, create, assume or otherwise become liable for Indebtedness of over $100,000 in the aggregate, including by way of a guarantee or an issuance or sale of debt securities, or issue or sell options, warrants, calls or other rights to acquire any debt securities of the Company or any of its Subsidiaries, enter into any “keep well” or other Contract to maintain any financial statement or similar condition of another Person, or enter into any arrangement having the economic effect of any of the foregoing, in each case, other than any arrangement set forth on ‎Section 7.01(g) of the Company Disclosure Schedule, (ii) make any loans, advances or capital contributions to, or investments in, any other Person other than another direct or indirect wholly owned Subsidiary of the Company, (iii) cancel or forgive any debts or other amounts owed to the Company or any of its Subsidiaries or (iv) commit to do any of the foregoing;

(h) (i) make or change any material Tax election, (ii) take or fail to take any action that would reasonably be expected to prevent, impair or impede the Intended Tax Treatment, (iii) adopt or change any material Tax accounting method, (iv) settle or compromise any material Tax liability, (v) enter into any closing agreement within the meaning of Section 7121 of the Code (or any corresponding or similar provision of state, local or foreign Tax Law), (vi) file any amended material Tax Return, (vii) consent to any extension or waiver of the statute of limitations regarding any material amount of Taxes, (viii) settle or consent to any claim or assessment relating to any material amount of Taxes or (ix) consent to any extension or waiver of the statute of limitations for any such claim or assessment (other than pursuant to an extension of time to file a Tax Return of not more than seven months obtained in the ordinary course of business);

(i) except for non-exclusive licenses granted in the Ordinary Course of Business, assign, transfer, license, abandon, sell, lease, sublicense, modify, terminate, permit to lapse, create or incur any Lien (other than a Permitted Lien) on, or otherwise fail to take any action necessary to maintain, enforce or protect any Owned Intellectual Property or Licensed Intellectual Property;

(j) (i) commence, discharge, settle, compromise, satisfy or consent to any entry of any judgment with respect to any pending or threatened Action that would reasonably be expected to (A) result in any material restriction on the Company or any of its Subsidiaries, (B) result in a payment of greater than $25,000 individually or $100,000 in the aggregate or (C) involve any equitable remedies or admission of wrongdoing, or (ii) other than in the Ordinary Course of Business, waive, release or assign any claims or rights of the Company and any of its Subsidiaries;

(k) sell, lease, license, sublicense, exchange, mortgage, pledge, create any Liens (other than Permitted Liens) on, transfer or otherwise dispose of, or agree to sell, lease, license, sublicense, exchange, mortgage, pledge, transfer or otherwise create any Liens (other than Permitted Liens) on or dispose of, any tangible or intangible assets, properties, securities, or interests of the Company or any of its Subsidiaries that are worth more than $300,000 (individually or in the aggregate) other than non-exclusive licenses of Owned Intellectual Property granted in the Ordinary Course of Business;

(l) merge or consolidate itself or any of its Subsidiaries with any Person, restructure, reorganize or completely or partially liquidate or dissolve, or adopt or enter into a plan of complete or partial liquidation, dissolution, restructuring, recapitalization or other reorganization of, the Company or any of its Subsidiaries;

(m) make any change in financial accounting methods, principles or practices of the Company and its Subsidiaries, except insofar as may have been required by a change in GAAP or Law or to obtain compliance with PCAOB auditing standards;

(n) permit any insurance policies listed in ‎Section 5.16 of the Company Disclosure Schedule to be canceled or terminated without using reasonable best efforts to prevent such cancellation or termination, other than if, in connection with such cancellation or termination, a replacement policy having comparable deductions and providing coverage substantially similar to the coverage under the lapsed policy for substantially similar premiums or less is in full force and effect;

(o) change, in any material respect, (i) the cash management practices of the Company and its Subsidiaries or (ii) the policies, practices and procedures of the Company and its Subsidiaries with respect to collection of accounts receivable and establishment of reserves for uncollectible accounts;

(p) make any commitments for capital expenditures or incur any liabilities by the Company or any of its Subsidiaries in respect of capital expenditures, in either case that individually exceed $25,000 or in the aggregate exceed $100,000;

(q) materially amend, modify or terminate any material Permit, other than routine renewals, or fail to maintain or timely obtain any Permit that is material to the ongoing operations of the Company and its Subsidiaries; or

(r) enter into any agreement to do any action prohibited under this ‎‎Section 7.01.

Nothing contained in this ‎Section 7.01 shall give to LIVK, directly or indirectly, the right to control or direct the ordinary course of business operations of the Company prior to the Closing Date. Prior to the Closing Date, each of LIVK and the Company shall exercise, consistent with the terms and conditions hereof, complete control and supervision of its respective operations, as required by Law.

Section 7.02. Inspection. The Company shall, and shall cause its Subsidiaries to, afford to LIVK and its officers, employees, accountants, counsel, financing sources and other representatives reasonable access during the Interim Period, during normal business hours, to all of their respective properties, books and records (including, but not limited to, Tax Returns and work papers of, and correspondence with, the Company’s independent auditors), Contracts, commitments, customers, vendors and other business relations and officers and employees of the Company and its Subsidiaries, and shall furnish such representatives with all financial and operating data and other information concerning the affairs of the Company and its Subsidiaries as such representatives may reasonably request in connection with the consummation of this Agreement or the transactions contemplated hereby; provided that no investigation pursuant to this ‎‎Section 7.02 (or any investigation prior to the date hereof) shall affect any representation or warranty given by the Company or LIVK and, provided, further, that any investigation pursuant to this ‎Section 7.01 shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the Company during normal business hours under the supervision of appropriate personnel of the Company.

Section 7.03. Termination of Certain Agreements. Prior to the Closing, the Company shall take all actions necessary to cause the Affiliate Transactions, other than those set forth on ‎Section 7.03 of the Company Disclosure Schedule, to be terminated effective prior to or as of the Closing such that such Affiliate Transactions are of no further force and effect following the Closing, and there shall be no further obligations or continuing liabilities of any of the relevant parties thereunder or in connection therewith following the Closing (other than those that by the terms of such Affiliate Transactions expressly survive the termination of such Affiliate Transactions). Prior to the Closing, the Company shall deliver to LIVK written evidence reasonably satisfactory to LIVK of such termination.

Section 7.04. Trust Account Waiver. The Company acknowledges that LIVK is a blank check company with the powers and privileges to effect a Business Combination. The Company further acknowledges that, as described in the prospectus dated December 10, 2019 (the “Prospectus”), substantially all of LIVK’s assets consist of the cash proceeds of LIVK’s initial public offering and private placements of its securities and substantially all of those proceeds have been deposited in the Trust Account for the benefit of LIVK, certain of its public shareholders and the underwriters of LIVK’s initial public offering. The Company acknowledges that it has been advised by LIVK that, except with respect to interest earned on the funds held in the Trust Account that may be released to LIVK to pay its income and franchise Taxes, the Trust Agreement provides that cash in the Trust Account may be disbursed only (a) if LIVK completes the transactions which constitute a Business Combination, then to those Persons and in such amounts as described in the Prospectus; and (b) if LIVK fails to complete a Business Combination within the allotted time period and liquidates, subject to the terms of the Trust Agreement and the LIVK Governing Document, to LIVK to permit LIVK to pay the costs and expenses of its dissolution, and then to LIVK’s public shareholders. For and in consideration of LIVK entering into this Agreement, the receipt and sufficiency of which are hereby acknowledged, the Company hereby irrevocably waives any right, title, interest or claim of any kind it have or may have in the future in or to any monies in the Trust Account and agrees not to seek recourse against the Trust Account or any funds distributed therefrom as a result of, or arising out of, this Agreement and any negotiations, contracts or agreements with LIVK or any other Person; provided, however, that nothing in this ‎‎Section 7.04 shall amend, limit, alter, change, supersede or otherwise modify the right of the Company to (i) bring any action or actions for specific performance, injunctive and/or other equitable relief hereunder or (ii) bring or seek a claim for Damages against LIVK, or any of its successors or assigns, for any breach of this Agreement (but such claim shall not be against the Trust Account or any funds distributed from the Trust Account to holders of LIVK Ordinary Shares in accordance with the LIVK Governing Document and the Trust Agreement).

Section 7.05. Written Consent; Information Statement.

(a) The Company shall use its reasonable best efforts to obtain a duly executed counterpart to the Company Shareholder Approval from each Holder as expeditiously as possible after the effectiveness of the Registration Statement, and the Company shall promptly deliver such executed counterparts to LIVK. The materials submitted to such Holders in connection with soliciting counterparts to the Company Shareholder Approval shall include the unanimous recommendation of the Company Board that such Holders vote their Company Shares in favor of the adoption of this Agreement, the Merger and the transactions contemplated hereby.

(b) If any Holder does not sign the Company Shareholder Approval within two Business Days following the time at which the Registration Statement is declared effective under the Securities Act, the Company shall promptly prepare and deliver an information statement (the “Information Statement”) to Holders who have not executed such Company Shareholder Approval for purposes of informing them of the transactions contemplated hereby, receipt of the Company Stockholder Approval and such other information as may be required to be included therein by Applicable Law, including any historical financial statements and other financial information reasonably requested to be included therein by LIVK. The Company will provide a draft of such Information Statement and any amendment or supplement thereto to LIVK and its counsel no later than three Business Days prior to delivery thereof to Holders, and shall take into account in good faith any reasonable comments made by LIVK and its counsel thereon; provided that LIVK shall in no way be responsible for any of the content of the Information Statement.

Article 8
Covenants of LIVK

Section 8.01. Conduct of Business. During the Interim Period, except as set forth on ‎Section 8.01 of the LIVK Disclosure Schedule, as contemplated by this Agreement, the Ancillary Agreements or the PIPE Subscription Agreements, as required by Law or as consented to by the Company in writing, LIVK shall not:

(a) change, amend or propose to amend (i) the LIVK Governing Document or the certificate of incorporation, bylaws, memorandum and articles of association or other organizational documents of LIVK or (ii) the Trust Agreement or any other agreement related to the Trust Agreement;

(b) directly or indirectly adjust, split, combine, subdivide, issue, pledge, deliver, award, grant redeem, purchase or otherwise acquire or sell, or authorize the issuance, pledge, delivery, award, grant or sale (including the grant of any encumbrances) of, any shares of capital stock of LIVK, other than (i) in connection with the exercise of any LIVK Warrants outstanding on the date hereof, (ii) any redemption made in connection with the LIVK Shareholder Redemption Right, (iii) in connection with any private placement of securities conducted by LIVK after the date hereof, or (iv) as otherwise required by the LIVK Governing Document in order to consummate the transactions contemplated hereby;

(c) merge or consolidate itself with any Person, restructure, reorganize or completely or partially liquidate or dissolve, or adopt or enter into a plan of complete or partial liquidation, dissolution, restructuring, recapitalization or other reorganization of LIVK (other than the Merger);

(d) take or fail to take any action that would reasonably be expected to prevent, impair or impede the Intended Tax Treatment;

(e) make, authorize or declare any dividend (whether in the form of cash or other property) or distribution;

(f) enter into any material Contract or, other than in the ordinary course of business, (i) modify, voluntarily terminate, permit to lapse, waive, or fail to enforce any material right or remedy under any material Contract or (ii) materially amend, extend or renew any material Contract;

(g) incur any indebtedness for borrowed money;

(h) make any loans, advances or capital contributions to, or investments in, any other Person;

(i) (i) make or change any material Tax election, (ii) take or fail to take any action that would reasonably be expected to prevent, impair or impede the Intended Tax Treatment, (iii) adopt or change any material Tax accounting method, (iv) settle or compromise any material Tax liability, (v) enter into any closing agreement within the meaning of Section 7121 of the Code (or any corresponding or similar provision of state, local or foreign Tax Law), (vi) file any amended material Tax Return, (vii) consent to any extension or waiver of the statute of limitations regarding any material amount of Taxes, (viii) settle or consent to any claim or assessment relating to any material amount of Taxes or (ix) consent to any extension or waiver of the statute of limitations for any such claim or assessment (other than pursuant to an extension of time to file a Tax Return of not more than seven months obtained in the ordinary course of business);

(j) (i) commence, discharge, settle, compromise, satisfy or consent to any entry of any judgment with respect to any pending or threatened Action that would reasonably be expected to (A) result in any material restriction on Surviving Pubco, the Surviving Corporation or any of their Subsidiaries, (B) result in a payment of greater than $50,000 individually or $100,000 in the aggregate or (C) involve any equitable remedies or admission of wrongdoing, or (ii) other than in the ordinary course of business, waive, release or assign any claims or rights of LIVK;

(l) merge or consolidate itself with any Person, restructure, reorganize or completely or partially liquidate or dissolve, or adopt or enter into a plan of complete or partial liquidation, dissolution, restructuring, recapitalization or other reorganization of, LIVK;

(m) make any change in financial accounting methods, principles or practices of LIVK, except insofar as may have been required by a change in GAAP or Applicable Law;

(n) pay, or make any commitments for, capital expenditures; or

(o) enter into any agreement to do any action prohibited under this ‎Section 8.01.

Nothing contained in this ‎‎Section 8.01 shall give to the Company, directly or indirectly, the right to control or direct the ordinary course of business operations of LIVK to the Closing Date. Prior to the Closing Date, each of LIVK and the Company shall exercise, consistent with the terms and conditions hereof, complete control and supervision of its respective operations, as required by Applicable Law.

Section 8.02. Post-Closing Access; Preservation of Records. For a period of five (5) years after the Closing and to the extent consistent with all Applicable Laws, the Surviving Pubco will make or cause to be made available to the Holders all books, records and documents of the Company and each of its Subsidiaries (and the assistance of employees responsible for such books, records and documents) during regular business hours as may be reasonably necessary solely for (a) investigating, settling, preparing for the defense or prosecution of, defending or prosecuting any Action involving any Holder (other than any Action against the Surviving Pubco or any of its Affiliates, including the Company and its Subsidiaries, that relates to the subject matter hereof), or (b) preparing and delivering any accounting or other statement provided for under this Agreement; provided, however, that access to such books, records, documents and employees shall (i) be conducted in a manner reasonably calculated to minimize disruptions with the normal operation of the Company and its Subsidiaries and the reasonable out-of-pocket expenses of the Company and its Subsidiaries incurred in connection therewith will be paid by the applicable Holders and (ii) be permitted only to the extent it does not violate any obligation of confidentiality or jeopardize attorney-client privilege.

Section 8.03. Nasdaq Listing. From the date hereof through the Closing, LIVK shall use reasonable best efforts to ensure that LIVK remains listed as a public company, and that LIVK Ordinary Shares remain listed, on Nasdaq. LIVK shall use reasonable best efforts to ensure that the Surviving Pubco is listed as a public company, and that shares of Surviving Pubco Common Stock are listed on Nasdaq, in each case, as of the Effective Time.

Section 8.04. PIPE Subscription Agreements. Unless otherwise approved in writing by the Company, such approval not to be unreasonably withheld, conditioned or delayed, LIVK shall not permit any amendment or modification to be made to, or any waiver of any provision or remedy under, or any replacements or terminations of, the PIPE Subscription Agreements in any manner other than to reflect any permitted assignments or transfers of the PIPE Subscription Agreements by the applicable PIPE Investors pursuant to the PIPE Subscription Agreements. LIVK shall use its reasonable best efforts to take, or cause to be taken, all actions and do, or cause to be done, all things necessary, proper or advisable to consummate the transactions contemplated by the PIPE Subscription Agreements on the terms and conditions described therein, including using its reasonable best efforts to enforce its rights under the Subscription Agreements to cause the PIPE Investors to pay to (or as directed by) LIVK the applicable purchase price under each PIPE Investor’s applicable Subscription Agreement in accordance with its terms. Without limiting the generality of the foregoing, LIVK shall give the Company prompt (under the circumstances) written notice: (A) of any amendment to any PIPE Subscription Agreement (other than as a result of any assignments or transfers contemplated therein or otherwise permitted thereby); (B) of any material breach or material default (or any event or circumstance that, with or without notice, lapse of time or both, would reasonably be expected to give rise to any breach or default) by any party to any PIPE Subscription Agreement that is known to LIVK; (C) of the receipt of any written notice or other written communication from any party to any PIPE Subscription Agreement with respect to any actual, potential or claimed expiration, lapse, withdrawal, breach, default, termination or repudiation by any party to any PIPE Subscription Agreement or any provisions of any PIPE Subscription Agreement; and (D) of any underfunding of any amount under any PIPE Subscription Agreement.

Section 8.05. Section 16 of the Exchange Act. Prior to the Closing, the LIVK board of directors, or an appropriate committee thereof, shall adopt a resolution consistent with the interpretive guidance of the SEC relating to Rule 16b-3(d) under the Exchange Act, such that the acquisitions of the Surviving Pubco Common Stock pursuant to this Agreement by any officer or director of the Company who is expected to become a “covered person” of LIVK for purposes of Section 16 of the Exchange Act (“Section 16”) shall be exempt acquisitions for purposes of Section 16.

Article 9
Joint Covenants

Section 9.01. Efforts to Consummate.

(a) Subject to the terms and conditions herein provided, each Party shall use their reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things reasonably necessary, proper or advisable under Applicable Laws and regulations to consummate and make effective as promptly as practicable the transactions contemplated hereby (including (x) the satisfaction, but not waiver, of the closing conditions set forth in ‎‎Article 10, (y) obtaining consents of all Governmental Authorities and the expiration or termination of all applicable waiting periods under applicable Antitrust Laws necessary to consummate the transactions contemplated hereby, and (z) obtaining approval for listing the Surviving Pubco Common Stock issued pursuant to this Agreement on Nasdaq). Subject to ‎Section 12.06, the costs incurred in connection with obtaining such consents of all Governmental Authorities, such expiration or termination of all applicable waiting periods under applicable Antitrust Laws, including HSR Act filing fees and any filing fees in connection with any other Antitrust Law, and any fees associated with obtaining approval for listing the Surviving Pubco Common Stock issued pursuant to this Agreement on Nasdaq, shall be paid 50% by the Company and 50% by LIVK. Each Party shall make or cause to be made (and not withdraw) an appropriate filing, if necessary, pursuant to the HSR Act and any other applicable Antitrust Laws with respect to the transactions contemplated hereby as promptly as practicable after the date hereof (and in any event, with respect to filings required under the HSR Act, within ten (10) Business Days). The Parties shall request early termination of the waiting period in any filings submitted under the HSR Act and shall use reasonable best efforts to supply as promptly as practicable to the appropriate Governmental Authorities additional information and documentary material that may be requested pursuant to the HSR Act or any other Antitrust Law. The foregoing notwithstanding, nothing herein shall require the Company or LIVK to incur any liability or expense (other than de minimis costs and expenses) or subject itself or its business to any imposition of any material limitation on the ability to conduct its respective business or to own or exercise control of its respective assets or respective properties.

(b) Each Party shall cooperate in connection with any investigation of the transactions contemplated hereby or litigation by, or negotiations with, any Governmental Authority or other Person relating to the transactions contemplated hereby or regulatory filings under Applicable Law and (B) obtaining approval for listing the Surviving Pubco Common Stock issued pursuant to this Agreement on Nasdaq.

(c) Each Party shall, in connection with the Agreement and the transactions contemplated hereby, to the extent permitted by Applicable Law: (i) promptly notify the other Party, and if in writing, furnish the other Party with copies of (or, in the case of oral communications, advise the other Party of) any material substantive communications from or with any Governmental Authority or Nasdaq, (ii) cooperate in connection with any proposed substantive written or oral communication with any Governmental Authority and permit the other Party to review and discuss in advance, and consider in good faith the view of the other Party in connection with, any proposed substantive written or oral communication with any Governmental Authority or Nasdaq, (iii) not participate in any substantive meeting or have any substantive communication with any Governmental Authority or Nasdaq unless it has given the other Party a reasonable opportunity to consult with it in advance and, to the extent permitted by such Governmental Authority or Nasdaq, gives the other Party or its outside counsel the opportunity to attend and participate therein, (iv) furnish the other Party’s outside legal counsel with copies of all filings and communications between it and any such Governmental Authority or Nasdaq and (v) furnish the other Party’s outside legal counsel with such necessary information and reasonable assistance as the other Party’s outside legal counsel may reasonably request in connection with its preparation of necessary submissions of information to any such Governmental Authority or Nasdaq; provided that materials required to be provided pursuant to this ‎Section 9.01(c) may be restricted to outside legal counsel and may be redacted (A) as necessary to comply with contractual arrangements, and (B) to remove references to privileged information.

Section 9.02. Indemnification and Insurance.

(a) LIVK agrees that all rights held by each present and former director and officer of the Company and any of its Subsidiaries to indemnification and exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time, whether asserted or claimed prior to, at, or after the Effective Time, provided in the respective certificate of incorporation, certificate of formation, operating agreement, bylaws or other organizational documents of the Company or such Subsidiary in effect on the date of this Agreement shall survive the Merger and shall continue in full force and effect. Without limiting the foregoing, the Surviving Pubco shall cause the Company and each of its Subsidiaries (i) to maintain for a period of not less than six (6) years from the Effective Time provisions in its certificate of incorporation, bylaws and other organizational documents concerning the indemnification and exculpation (including provisions relating to expense advancement) of the Company’s and its Subsidiaries’ former and current officers, directors, employees, and agents that are no less favorable to those Persons than the provisions of the certificate of incorporation, certificate of formation, operating agreement, bylaws or other organizational documents of the Company or such Subsidiary, as applicable, in each case, as of the date of this Agreement and (ii) not to amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by Law.

(b) The Company shall cause coverage to be extended under its current directors’ and officers’ liability insurance by obtaining a six (6) year “tail” policy containing terms not materially less favorable than the terms of such current insurance coverage with respect to claims existing or occurring at or prior to the Effective Time. If any claim is asserted or made within such six (6) year period, the provisions of this ‎‎Section 9.02 shall be continued in respect of such claim until the final disposition thereof.

(c) LIVK shall cause coverage to be extended under its current directors’ and officers’ liability insurance by obtaining a six year “tail” policy containing terms not materially less favorable than the terms of such current insurance coverage with respect to claims existing or occurring at or prior to the Effective Time. If any claim is asserted or made within such six year period, the provisions of this ‎Section 9.02 shall be continued in respect of such claim until the final disposition thereof.

(d) Notwithstanding anything contained in this Agreement to the contrary, this ‎‎Section 9.02 shall survive the consummation of the Merger indefinitely and shall be binding, jointly and severally, on all successors and assigns of the Surviving Pubco and the Surviving Corporation. In the event that the Surviving Pubco or the Surviving Corporation or any of their respective successors or assigns consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each such case, proper provision shall be made so that the successors and assigns of the Surviving Pubco or the Surviving Corporation, as the case may be, shall succeed to the obligations set forth in this ‎‎Section 9.02.

(e) The Surviving Pubco shall maintain customary D&O insurance on behalf of any Person who is or was a director or officer of the Surviving Pubco (at any time, including prior to the date hereof) against any liability asserted against such Person and incurred by such Person in any such capacity, or arising out of such Person’s status as such, whether or not the Surviving Pubco would have the power to indemnify such Person against such liability under the provisions of the Surviving Pubco Certificate of Incorporation, the Surviving Pubco Bylaws or Section 145 of the DGCL or any other provision of Law.

Section 9.03. Tax Matters.

(a) The Parties intend that for U.S. federal (and, as applicable, state and local) income Tax purposes: (i) the Domestication be treated as a reorganization within the meaning of Section 368(a)(1)(F) of the Code and that this Agreement be adopted as a “plan of reorganization” for purposes of Section 368 of the Code and the Treasury Regulations promulgated thereunder with respect thereto and (ii) the Merger be treated as a reorganization within the meaning of Section 368(a) of the Code and that this Agreement be adopted as a “plan of reorganization” for purposes of Section 368 of the Code and the Treasury Regulations promulgated thereunder with respect thereto (the “Intended Tax Treatment”). The Parties will not take any action that could reasonably be expected to prevent, impair or impede the Intended Tax Treatment and will not take any inconsistent position for Tax purposes unless otherwise required by a “determination” within the meaning of Section 1313 of the Code. This Agreement is intended to constitute and hereby is adopted as a “plan of reorganization” with respect to the Domestication and with respect to the Merger within the meaning of Treasury Regulations Sections 1.368-2(g) and 1.368-3(a) for purposes of Sections 354, 361 and 368 of the Code and the Treasury Regulations thereunder.

(b) All Transfer Taxes incurred in connection with this Agreement shall be borne by the Surviving Pubco and paid when due. The Surviving Pubco shall timely file all necessary Tax Returns and other documentation with respect to all such Tax Returns and, if required by Applicable Law, the Holders will join in the execution of any such Tax Return or documentation.

(c) The Surviving Pubco and the Holders shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing or amendment of Tax Returns and any audit or other proceeding with respect to Taxes or Tax Returns of the Surviving Pubco, the Surviving Corporation, the Company or its Subsidiaries. Such cooperation shall include the retention and (upon the other party’s request) the provision of records and information which are reasonably relevant to any such Tax Return, audit or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder.

(d) The Surviving Pubco will use commercially reasonable efforts to provide the Pre-Closing LIVK Holders information that is reasonably required to (i) determine the amount that is required to be taken into income in connection with Treasury Regulations Section 1.367(b)-3 as a result of the Domestication; (ii) make the election contemplated by Treasury Regulations Section 1.367(b)-3(c)(3); and (iii) make a timely and valid election as contemplated by Section 1295 of the Code (and the Treasury Regulations promulgated thereunder) with respect to LIVK for each year that LIVK is considered a passive foreign investment company (including through provision of the Annual Information Statement described in Treasury Regulations Section 1.1295-1(g)).

(e) If, in connection with the preparation and filing of the Registration Statement / Proxy Statement, the SEC requests or requires that a tax opinion be prepared and submitted, LIVK and the Company shall deliver to Xxxxxx LLP and/or Xxxxx Xxxx & Xxxxxxxx LLP, as relevant, customary Tax representation letters reasonably satisfactory to such counsel, dated and executed as of the date the Registration Statement / Proxy Statement shall have been declared effective by the SEC and such other date(s) as determined reasonably necessary by such counsel in connection with the preparation and filing of the Registration Statement / Proxy Statement.

Section 9.04. Proxy Statement; Registration Statement.

(a) As promptly as reasonably practicable after the date of this Agreement, LIVK and the Company shall prepare, and LIVK shall file with the SEC, (i) a preliminary proxy statement in connection with the Merger to be filed as part of the Registration Statement and sent to the Pre-Closing LIVK Holders relating to the LIVK Extraordinary General Meeting (such proxy statement, together with any amendments or supplements thereto, the “Proxy Statement”) for the purposes of the approval of the Transaction Proposals and (ii) the Registration Statement, in which the Proxy Statement will be included as a prospectus. LIVK and the Company shall use reasonable best efforts to cooperate, and cause their respective Subsidiaries, as applicable, to reasonably cooperate, with each other and their respective representatives in the preparation of the Proxy Statement and the Registration Statement. LIVK shall use its reasonable best efforts to cause the Proxy Statement and the Registration Statement to comply with the rules and regulations promulgated by the SEC, to have the Registration Statement declared effective under the Securities Act as promptly as practicable after the filing thereof and to keep the Registration Statement effective as long as is necessary to consummate the Merger.

(b) LIVK shall, as promptly as practicable notify the Company of any correspondence with the SEC relating to the Proxy Statement, the receipt of any oral or written comments from the SEC relating to the Proxy Statement, and any request by the SEC for any amendment to the Proxy Statement or for additional information. LIVK shall cooperate and provide the Company with a reasonable opportunity to review and comment on the Proxy Statement (including each amendment or supplement thereto) and all responses to requests for additional information by and replies to comments of the SEC and give due consideration to all comments reasonably proposed by the Company in respect of such documents and responses prior to filing such with or sending such to the SEC, and, to the extent practicable, the Parties will provide each other with copies of all such filings made and correspondence with the SEC. LIVK shall use reasonable best efforts to obtain all necessary state securities law or “blue sky” permits and approvals required to carry out the Merger, and the Company shall promptly furnish all information concerning the Company as may be reasonably requested in connection with any such action. Each of LIVK and the Company shall use reasonable best efforts to promptly furnish to each other party all information concerning itself, its Subsidiaries, officers, directors, managers, members and stockholders, as applicable, and such other matters, in each case, as may be reasonably necessary in connection with and for inclusion in the Proxy Statement, the Registration Statement or any other statement, filing, notice or application made by or on behalf of LIVK and the Company or their respective Subsidiaries, as applicable, to the SEC or Nasdaq in connection with the Merger (including any amendment or supplement to the Proxy Statement or the Registration Statement) (collectively, the “Offer Documents”). LIVK will advise the Company, promptly after LIVK receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order or the suspension of the qualification of the LIVK Ordinary Shares or the Surviving Pubco Common Stock for offering or sale in any jurisdiction, of the initiation or written threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the Proxy Statement, the Registration Statement or the other Offer Documents or for additional information.

(c) Without limiting the generality of ‎‎Section 9.04(b), the Company shall promptly furnish to LIVK for inclusion in the Proxy Statement and the Registration Statement, (i) with respect to the Financial Statements, auditor’s reports and consents to use such financial statements and reports and (ii) the audited financial statements of the Company and its Subsidiaries required to be included in the Proxy Statement and the Registration Statement or any other filings to be made by LIVK with the SEC in connection with the transactions contemplated in this Agreement (including, for the avoidance of doubt, audited financial statements of the Company and its Subsidiaries as of and for the year ended December 31, 2020), including the accompanying notes, prepared in accordance with GAAP and Regulation S-X and audited in accordance with PCAOB auditing standards by a PCAOB-qualified auditor that was independent under Rule 2-01 of Regulation S-X under the Securities Act, together with auditor’s reports and consents to use such financial statements and reports.

(d) Each of LIVK and the Company shall use reasonable best efforts to ensure that none of the information related to it or any of its Affiliates, supplied by or on its behalf for inclusion or incorporation by reference in (i) either Proxy Statement will, as of the date it is first mailed to the Pre-Closing LIVK Holders, or at the time of the LIVK Extraordinary General Meeting, or (ii) the Registration Statement will, at the time the Registration Statement is filed with the SEC, at each time at which it is amended, at the time it becomes effective under the Securities Act and at the Effective Time, in either case, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading.

(e) If, at any time prior to the Effective Time, any information relating to LIVK, the Company, or any of their respective Subsidiaries, Affiliates, directors or officers, as applicable, or the Holders is discovered by any of LIVK or the Company and is required to be set forth in an amendment or supplement to either Proxy Statement or the Registration Statement, so that such Proxy Statement or the Registration Statement would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the Party that discovers such information shall promptly notify the other Party and an appropriate amendment or supplement describing such information shall, subject to the other provisions of this ‎Section 9.04, be promptly filed by LIVK with the SEC and, to the extent required by Law, disseminated to the Pre-Closing LIVK Holders.

Section 9.05. LIVK Shareholder Approval.

(a) LIVK shall take, in accordance with Applicable Law, Nasdaq rules, and the LIVK Governing Document, all action necessary to call, hold, and convene an extraordinary general meeting of holders of LIVK Ordinary Shares (including any permitted adjournment or postponement, the “LIVK Extraordinary General Meeting”) to consider and vote upon the Transaction Proposals and to provide the LIVK Shareholders with the opportunity to effect a LIVK Share Redemption in connection therewith as promptly as reasonably practicable after the date that the Registration Statement is declared effective under the Securities Act. LIVK shall, through the LIVK board of directors, recommend to the LIVK Shareholders (including in the Proxy Statement) and solicit approval of (i) the adoption and approval of this Agreement and the transactions contemplated by this Agreement, including the Merger, (ii) the Domestication, (iii) in connection with the Domestication, the amendment of the LIVK Governing Document and approval of the Surviving Pubco Certificate of Incorporation and Surviving Pubco Bylaws, (iv) the issuance of (A) the Surviving Pubco Common Stock issuable in connection with the Merger and (B) the Surviving Pubco Common Stock issuable in connection with the PIPE Financing, (v) the adoption of the Incentive Equity Plan, (vi) the adoption of the Purchase Plan, (vii) the election of the directors constituting the Surviving Pubco Board, (viii) the adoption and approval of any other proposals as the SEC (or staff member thereof) may indicate are necessary in its comments to the Proxy Statement, the Registration Statement or correspondence related thereto, (ix) the adoption and approval of any other proposals as reasonably agreed by LIVK and the Company to be necessary or appropriate in connection with the Merger and (x) adjournment of the LIVK Extraordinary General Meeting, if necessary, to permit further solicitation of proxies because there are not sufficient votes to approve and adopt any of the foregoing (such proposals in ‎(i) through ‎(x), together, the “Transaction Proposals”).

(b) Notwithstanding anything to the contrary contained in this Agreement, once the LIVK Extraordinary General Meeting to consider and vote upon the Transaction Proposals has been called and noticed, LIVK will not postpone or adjourn the LIVK Extraordinary General Meeting without the consent of the Company, other than (i) for the absence of a quorum, in which event LIVK shall postpone the meeting up to three (3) times for up to ten (10) Business Days each time, (ii) to allow reasonable additional time for the filing and mailing of any supplemental or amended disclosure that LIVK has determined in good faith, after consultation with its outside legal advisors, is necessary under Applicable Law, and for such supplemental or amended disclosure to be disseminated to and reviewed by the holders of LIVK Ordinary Shares prior to the LIVK Extraordinary General Meeting, or (iii) a one-time postponement of up to ten (10) Business Days to solicit additional proxies from holders of LIVK Ordinary Shares to the extent LIVK has determined that such postponement is reasonably necessary to obtain the approval of the Transaction Proposals.

Section 9.06. Surviving Pubco Board of Directors. The Parties shall take all necessary action to cause the Board of Directors of the Surviving Pubco (the “Surviving Pubco Board”) as of immediately following the Closing to consist of twelve (12) directors, of whom one (1) individual shall be designated by LIVK (the “LIVK Designee”), and of whom eleven (11) individuals shall be designated by the Company no later than fourteen (14) days prior to the effectiveness of the Registration Statement (the “Company Designees”). Each Company Designee shall meet the director qualification and eligibility criteria of the Nominating and Corporate Governance Committee of the Board of Directors of LIVK, and a number of Company Designees shall qualify as independent directors as determined by the Board of Directors of LIVK such that a majority of the directors as of immediately following the Closing shall qualify as independent directors. The Company Designees and the LIVK Designee shall be assigned to classes of the Surviving Pubco Board as set forth on ‎Section 9.06 of the Company Disclosure Schedule; provided, however, that following the date hereof, the Company may designate up to two (2) individuals to the Surviving Pubco Board not set forth on ‎Section 9.06 of the Company Disclosure Schedule.

Section 9.07. Trust Account. Upon satisfaction or waiver of the conditions set forth in ‎‎Article 10 (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of those conditions) and provision of notice thereof to the Trustee (which notice LIVK shall provide to the Trustee in accordance with the terms of the Trust Agreement), in accordance with, subject to and pursuant to the Trust Agreement and the LIVK Governing Document, (a) at the Closing, (i) LIVK shall cause the documents, opinions and notices required to be delivered to the Trustee pursuant to the Trust Agreement to be so delivered, and (ii) shall cause the Trustee to (A) pay as and when due all amounts payable for LIVK Share Redemptions and (B) pay all amounts then available in the Trust Account in accordance with this Agreement and the Trust Agreement, including the payment of Available Cash to the Surviving Corporation and (b) thereafter, the Trust Account shall terminate, except as otherwise provided therein.

Section 9.08. Form 8-K Filings. LIVK and the Company shall mutually agree upon and issue a press release announcing the effectiveness of this Agreement. LIVK and the Company shall cooperate in good faith with respect to the prompt preparation of, and, as promptly as practicable after the effective date of this Agreement (but in any event within four (4) Business Days thereafter), LIVK shall file with the SEC, a Current Report on Form 8-K pursuant to the Exchange Act to report the execution of this Agreement. Prior to Closing, LIVK and the Company shall mutually agree upon and prepare the press release announcing the consummation of the transactions contemplated by this Agreement (“Closing Press Release”). Concurrently with or promptly after the Closing, LIVK shall issue the Closing Press Release. LIVK and the Company shall cooperate in good faith with respect to the preparation of, and, prior to the Closing, LIVK shall prepare a draft Form 8-K announcing the Closing, together with, or incorporating by reference, the required pro forma financial statements and the historical financial statements prepared by the Company and its accountant (the “Completion 8-K”). Concurrently with the Closing, or as soon as practicable (but in any event within four (4) Business Days) thereafter, the Surviving Pubco shall file the Completion 8-K with the SEC.

Section 9.09. Incentive Equity Plan; Purchase Plan; Value Generation RSUs. Prior to the effectiveness of the Registration Statement, LIVK shall approve, and subject to approval of the LIVK Shareholders, adopt, (a) an incentive equity plan that provides for grant of awards to employees and other service providers of the Surviving Pubco and its Subsidiaries in the form set forth as Annex I (the “Incentive Equity Plan”) and (b) an employee stock purchase plan, that provides for grant of purchase rights with respect to LIVK Class A Ordinary Shares to employees of the Surviving Pubco and its Subsidiaries in the form set forth as Annex J (the “Purchase Plan”). The Surviving Pubco Board shall grant the Value Generation RSUs under the Incentive Equity Plan as soon as practicable following the Closing; provided that, for the avoidance of doubt, the Value Generation RSUs shall reduce the initial incentive equity award pool under the Incentive Equity Plan.

Section 9.10. No Shop. During the Interim Period, neither LIVK, on the one hand, or the Company and its Subsidiaries, on the other hand, will, nor will they direct, authorize or permit their respective Representatives to, directly or indirectly (a) take any action to solicit, initiate or engage in discussions or negotiations with, or enter into any binding agreement with, any Person concerning, or which would reasonably be expected to lead to, an Acquisition Transaction, (b) in the case of LIVK, fail to include the LIVK Board Recommendation in (or remove the LIVK Board Recommendation from) the Registration Statement, or (c) withhold, withdraw, qualify, amend or modify (or publicly propose or announce any intention or desire to withhold, withdraw, qualify, amend or modify), in a manner adverse to the other Party, the approval of such Party’s governing body of this Agreement and/or any of the transactions contemplated hereby, or, in the case of LIVK, the LIVK Board Recommendation. Promptly upon receipt of an unsolicited proposal regarding an Acquisition Transaction, LIVK and the Company shall notify the other party thereof, which notice shall include a written summary of the material terms of such unsolicited proposal. Notwithstanding the foregoing, each Party may respond to any unsolicited proposal regarding an Acquisition Transaction only by indicating that such Party has entered into a binding definitive agreement with respect to a business combination and is unable to provide any information related to such Party or any of its Subsidiaries or entertain any proposals or offers or engage in any negotiations or discussions concerning an Acquisition Transaction. For the purposes hereof, “Acquisition Transaction” means, (i) with respect to the Company, any merger, consolidation, liquidation, recapitalization, tender offer, share exchange or other business combination transaction (other than the transactions contemplated hereby and transactions with customers in the Ordinary Course of Business), whether in a single transaction or a series of related transactions, in each case, involving the sale, lease, exchange, issuance or other disposition or transfer of properties or assets or equity interests of the Company or any of the Company’s Subsidiaries and (ii) with respect to LIVK, any transaction (other than the transactions contemplated hereby), whether in a single transaction or a series of related transactions, involving, directly or indirectly, any merger or consolidation with or acquisition of, purchase of assets or equity of, consolidation or similar business combination with or other transaction that would constitute a Business Combination with or involving LIVK (or any Affiliate or Subsidiary of LIVK), on the one hand, and any party other than the Company or the Holders, on the other hand.

Section 9.11. Notification of Certain Matters. Each of the Company and LIVK shall give prompt notice to the other Party of (a) any Action or investigation that would have been required to be disclosed under ‎‎Section 5.09 if the Company had knowledge of it as of the date hereof or if LIVK had knowledge of it as of the date hereof, respectively; (b) the occurrence or non-occurrence of any event whose occurrence or non-occurrence, as the case may be, could reasonably be expected to cause any condition set forth in ‎‎Section 10.02 or ‎‎Section 10.03 not to be satisfied at any time from the date of this Agreement to the Effective Time; (c) any notice or other communication from any third Person alleging that the consent of such third Person is or may be required in connection with the Merger or the other transactions contemplated by this Agreement; (d) without limiting ‎Section 9.01, any regulatory notice or report from a Governmental Authority in respect of the transactions contemplated by this Agreement; and (e) in the case of the Company, any information or knowledge obtained by the Company or any of its Subsidiaries that could reasonably be expected to materially affect the Company’s or any of its Subsidiaries’ current projections, forecasts or budgets or estimates of revenues, earnings or other measures of financial performance for any period.

Article 10
Conditions to Obligations

Section 10.01. Conditions to Obligations of LIVK and the Company. The obligations of LIVK and the Company to consummate, or cause to be consummated, the Merger are subject to the satisfaction of the following conditions, any one or more of which may be waived (if permitted by Applicable Law) in writing by all of such parties:

(a) HSR Act. All applicable waiting periods (and any extensions thereof) under the HSR Act shall have expired or been terminated.

(b) Nasdaq Listing Requirements. The shares of Surviving Pubco Common Stock contemplated to be listed pursuant to this Agreement shall have been listed on Nasdaq and shall be eligible for continued listing on Nasdaq immediately following the Closing (as if it were a new initial listing by an issuer that had never been listed prior to Closing).

(c) Applicable Law. There shall not be in force any Applicable Law or Governmental Order enjoining, prohibiting, making illegal, or preventing the consummation of the Merger.

(d) LIVK Shareholder Approval. The LIVK Shareholder Approval shall have been obtained.

(e) Company Shareholder Approval. The Company Shareholder Approval shall have been obtained.

(f) Effectiveness of Registration Statement. The Registration Statement shall have become effective in accordance with the Securities Act, no stop order shall have been issued by the SEC with respect to the Registration Statement and no Action seeking such stop order shall have been threatened or initiated.

(g) Net Tangible Assets. LIVK shall have at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) remaining after the closing of the LIVK Share Redemption.

(h) Domestication. The Domestication shall have been consummated.

(i) AT Lender Conversion. The AT Lender Conversion shall have been consummated in accordance with the Conversion Agreement.

Section 10.02. Conditions to Obligations of LIVK. The obligations of LIVK to consummate, or cause to be consummated, the Merger are subject to the satisfaction of the following additional conditions, any one or more of which may be waived in writing by LIVK:

(a) Representations and Warranties.

(i) Each of the representations and warranties of the Company contained in this Agreement (without giving effect to any materiality or “Company Material Adverse Effect” or similar qualifications therein), other than the representations and warranties set forth in ‎Section 5.01 (Corporate Organization of the Company), ‎‎Section 5.02 (Subsidiaries), ‎‎Section 5.03 (Due Authorization), ‎‎Section 5.06 (Capitalization), ‎‎Section 5.15 (Brokers’ Fees), and ‎Section 5.19(a) (Absence of Changes (No Company Material Adverse Effect)), shall be true and correct as of the date of this Agreement and as of the Closing Date, as if made anew at and as of such date, except with respect to representations and warranties which speak as to an earlier date, which representations and warranties shall be true and correct at and as of such date, except for, in each case, such failures to be true and correct as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

(ii) The representations and warranties of the Company contained in ‎‎Section 5.19(a) (Absence of Changes (No Company Material Adverse Effect)) shall be true and correct as of the date of this Agreement and as of the Closing Date, as if made anew at and as of such date.

(iii) Each of the representations and warranties of the Company contained in ‎‎Section 5.01 (Corporate Organization of the Company), ‎‎Section 5.02 (Subsidiaries), ‎‎Section 5.03 (Due Authorization), ‎‎Section 5.06 (Capitalization), and ‎‎Section 5.15 (Brokers’ Fees) (without giving effect to any materiality or “Company Material Adverse Effect” or similar qualifications therein), shall be true and correct in all respects except for de minimis inaccuracies as of the date of this Agreement and as of Closing Date, as if made anew at and as of such date (except to the extent that any such representation and warranty speaks expressly as of an earlier date, in which case such representation and warranty shall be true and correct in all respects except for de minimis inaccuracies as of such earlier date).

(b) Covenants. Each of the covenants of the Company to be performed as of or prior to the Closing shall have been performed in all material respects.

(c) No Company Material Adverse Effect. From the date of this Agreement, there shall not have occurred a Company Material Adverse Effect.

(d) Closing Deliverables. LIVK shall have received the deliverables set forth in ‎Section 4.08(b).

(e) Financial Statements. The Company shall have delivered to LIVK the financial statements required to be included in the Completion 8-K.

Section 10.03. Conditions to the Obligations of the Company. The obligation of the Company to consummate the Merger is subject to the satisfaction of the following additional conditions, any one or more of which may be waived in writing by the Company:

(a) Representations and Warranties.

(i) Each of the representations and warranties of LIVK contained in this Agreement (without giving effect to any materiality or “LIVK Material Adverse Effect” or similar qualifications therein), other than the representations and warranties set forth in ‎Section 6.01 (Corporate Organization), ‎Section 6.02 (Due Authorization), ‎Section 6.06 (LIVK Capitalization), ‎Section 6.11 (Brokers’ Fees), and ‎Section 6.14(b) (Absence of Changes (No LIVK Material Adverse Effect)), shall be true and correct as of the date of this Agreement and as of the Closing Date, as if made anew at and as of such date, except with respect to representations and warranties which speak as to an earlier date, which representations and warranties shall be true and correct at and as of such date, except for, in each case, such failures to be true and correct as would not reasonably be expected to have, individually or in the aggregate, a LIVK Material Adverse Effect.

(ii) The representations and warranties of LIVK contained in ‎Section 6.14(b) (Absence of Changes (No LIVK Material Adverse Effect)) shall be true and correct as of the date of this Agreement and as of the Closing Date, as if made anew at and as of such date.

(iii) Each of the representations and warranties of LIVK contained in ‎Section 6.01 (Corporate Organization), ‎Section 6.02 (Due Authorization), ‎Section 6.06 (LIVK Capitalization), and ‎Section 6.11 (Brokers’ Fees) (without giving effect to any materiality or “LIVK Material Adverse Effect” or similar qualifications therein), shall be true and correct in all respects except for de minimis inaccuracies as of the date of this Agreement and as of Closing Date, as if made anew at and as of such date (except to the extent that any such representation and warranty speaks expressly as of an earlier date, in which case such representation and warranty shall be true and correct in all respects except for de minimis inaccuracies as of such earlier date).

(b) Covenants. Each of the covenants of LIVK to be performed as of or prior to the Closing shall have been performed in all material respects.

(c) No LIVK Material Adverse Effect. From the date of this Agreement, there shall not have occurred a LIVK Material Adverse Effect.

(d) Closing Deliverables. The Company shall have received the deliverables set forth in ‎Section 4.08(c).

(e) Minimum Cash. Available Cash shall be greater than or equal to Minimum Cash.

Section 10.04. Satisfaction of Conditions. All conditions to the obligations of the Company and LIVK to proceed with the Closing under this Agreement will be deemed to have been fully and completely satisfied or waived for all purposes if the Closing occurs.

Article 11
Termination/Effectiveness

Section 11.01. Termination. This Agreement may be terminated and the transactions contemplated hereby abandoned at any time prior to the Closing:

(a) by written consent of the Company and LIVK;

(b) by written notice to the Company from LIVK, if:

(i) there is any breach of any representation, warranty, covenant or agreement on the part of the Company set forth in this Agreement, such that the conditions specified in ‎‎Section 10.02(a) or ‎‎Section 10.02(b) would not be satisfied at the Closing (a “Terminating Company Breach”), except that, if such Terminating Company Breach is curable by the Company, then, for a period of up to thirty (30) days (or any shorter period of the time that remains between the date LIVK provides written notice of such violation or breach and the Termination Date) after receipt by the Company of notice from LIVK of such breach, but only as long as the Company continues to use its reasonable best efforts to cure such Terminating Company Breach (the “Company Cure Period”), such termination shall not be effective, and such termination shall become effective only if the Terminating Company Breach is not cured within the Company Cure Period;

(ii) the Closing has not occurred on or before the date (such date, the “Termination Date”) that is six (6) months from the date on which the Proxy Statement and the Registration Statement are initially filed with the SEC; or

(iii) the consummation of the Merger is permanently enjoined, prohibited, deemed illegal or prevented by the terms of a final, non-appealable Governmental Order;

provided that the right to terminate this Agreement under subsection ‎(ii) of this ‎‎Section 11.01(b) shall not be available if LIVK is in breach of this Agreement and such breach is the primary cause of the failure of the conditions set forth in ‎‎Section 10.03(a) or ‎Section 10.03(b) to be satisfied as of the Termination Date;

(i) there is any breach of any representation, warranty, covenant or agreement on the part of LIVK set forth in this Agreement, such that the conditions specified in ‎‎Section 10.03(a) or ‎Section 10.03(b) would not be satisfied at the Closing (a “Terminating LIVK Breach”), except that, if any such Terminating LIVK Breach is curable by LIVK, then, for a period of up to thirty (30) days (or any shorter period of the time that remains between the date the Company provides written notice of such violation or breach and the Termination Date) after receipt by LIVK of notice from the Company of such breach, but only as long as LIVK continues to use its reasonable best efforts to cure such Terminating LIVK Breach (the “LIVK Cure Period”), such termination shall not be effective, and such termination shall become effective only if the Terminating LIVK Breach is not cured within the LIVK Cure Period;

(ii) the Closing has not occurred on or before the Termination Date;

(iii) the consummation of the Merger is permanently enjoined, prohibited, deemed illegal or prevented by the terms of a final, non-appealable Governmental Order; or

provided that the right to terminate this Agreement under subsection ‎(ii) of this ‎‎Section 11.01(c) shall not be available if the Company is in breach of this Agreement and such breach is the primary cause of the failure of the conditions set forth in ‎Section 10.02(a) or ‎Section 10.02(b) to be satisfied as of the Termination Date;

(d) by written notice from either the Company or LIVK to the other Party if the LIVK Shareholder Approval is not obtained upon a vote duly taken thereon at the LIVK Extraordinary General Meeting (subject to any permitted adjournment or postponement of the LIVK Extraordinary General Meeting).

Section 11.02. Effect of Termination. Except as otherwise set forth in this ‎‎Section 11.02, in the event of the termination of this Agreement pursuant to ‎‎Section 11.01, this Agreement shall forthwith become void and have no effect, without any liability on the part of any party hereto or its respective Affiliates, officers, directors or stockholders, other than liability of any of the Parties for any (i) intentional and willful breach of this Agreement by such Party occurring prior to such termination or (ii) fraud by such Party. The provisions of Sections ‎7.04, ‎‎11.02, ‎‎12.05, ‎‎12.06, ‎‎12.07, ‎‎12.08, ‎‎12.09, ‎‎12.12, ‎‎12.13, ‎‎12.15, ‎‎12.16 and ‎‎12.17 (collectively, the “Surviving Provisions”) and the Confidentiality Agreement, and any defined term or other Section or Article of this Agreement referenced in the Surviving Provisions which are required to survive in order to give appropriate effect to the Surviving Provisions, shall, in each case, survive any termination of this Agreement.

Article 12
Miscellaneous

Section 12.01. Non-Survival of Representations, Warranties and Covenants. None of the representations, warranties, covenants and agreements in this Agreement or in any instrument, document or certificate delivered pursuant to this Agreement shall survive the Effective Time, except for (i) those covenants and agreements contained herein and therein which by their terms expressly apply in whole or in part after the Effective Time and then only to such extent until such covenants and agreements have been fully performed, (ii) any covenants and agreements in Sections ‎7.04, ‎12.02, ‎‎12.05, ‎‎12.06, ‎‎12.07, ‎‎12.08, ‎‎12.09, ‎‎12.12, ‎‎12.13, ‎‎12.15, ‎‎12.16 and ‎‎12.17 and (iii) any claim based upon Fraud.

Section 12.02. Waiver. Any Party may, at any time prior to the Closing, waive any of the terms or conditions of this Agreement. No waiver of any term or condition of this Agreement shall be valid unless the waiver is in writing and signed by the waiving Party.

Section 12.03. Notices. All notices and other communications among the parties hereto shall be in writing and shall be deemed to have been duly given (a) when delivered in person, (b) when delivered after posting in the United States mail having been sent registered or certified mail return receipt requested, postage prepaid, (c) when delivered by FedEx or other nationally recognized overnight delivery service, or (d) when delivered by email or other electronic transmission (in each case in this clause ‎(d), solely if receipt is confirmed), addressed as follows:

(i) If to LIVK, to:

LIV Capital Acquisition Corp.
Torre Virreyes
Pedregal Xx. 00, Xxxx 0-000
Xxx. Xxxxxx del Rey
México, CDMX, 11040
Attention: Xxxx Xxxxx; Xxxxxxx Xxxxxx
Email: xxxxxx@xxxxxxxxxx.xx; xxxxxxx@xxxxxxxxxx.xx

with copies (which shall not constitute notice) to:

Xxxxx Xxxx & Xxxxxxxx LLP
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxx Xxxxxx
Xxxxxxx Xxxxxxx
Xxx Xxxxxxxx
Email: xxxxx.xxxxxx@xxxxxxxxx.xxx
xxxxxxx.xxxxxxx@xxxxxxxxx.xxx
xxx.xxxxxxxx@xxxxxxxxx.xxx

(ii) If to the Company, to:

AgileThought, Inc.
000 Xxxxx Xxxxxx
Xxxxx 0000 X
Xxxxxx, XX 00000

Attention: Xxxxxx Senderos

   Xxxxx Xxxxxx

   Xxxxx Xxxxx

Email: xxxxxx.xxxxxxxx@xxxxxxxxxxxx.xxx

    xxxxx.xxxxxx@xxxxxxxxxxxx.xxx

    xxxxx.xxxxx@xxxxxxxxxxxx.xxx

with copies (which shall not constitute notice) to:

Xxxxxx LLP
000 Xxxxxxxxxx Xxxxxx, 0^xx Xxxxx
Xxx Xxxxxxxxx, XX 00000
Attention: Xxxxxx Xxxxxxxxxx
Xxxxxx Xxxxxx
Xxxxxxx Xxxxxx
Email: xxxxxxxxxxx@xxxxxx.xxx
xxxxxxx@xxxxxx.xxx
xxxxxxx@xxxxxx.xxx

or to such other address or addresses as the parties may from time to time designate in writing by notice to the other parties in accordance with this ‎Section 12.03.

Section 12.04. Assignment. No Party may assign, delegate or otherwise transfer (by operation of law or otherwise) any of its rights or obligations under this Agreement or any part hereof without the prior written consent of the other Party; provided that no such assignment by LIVK shall relieve LIVK of its obligations hereunder. Any assignment in contravention of the preceding sentence shall be null and void ab initio. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns.

Section 12.05. Rights of Third Parties. Nothing expressed or implied in this Agreement is intended or shall be construed to confer upon or give any Person, other than the Parties, any right or remedies under or by reason of this Agreement; provided, however, that, notwithstanding the foregoing (a) in the event the Closing occurs, the present and former officers and directors of the Company (and their successors, heirs and representatives) are intended third-party beneficiaries of, and may enforce, ‎‎Section 9.02, (b) from and after the Effective Time, the Holders (and their successors, heirs and representatives) shall be intended third-party beneficiaries of, and may enforce, ‎Article 3, ‎‎Article 4, and this ‎Section 12.05, (c) the past, present and future directors, managers, officers, employees, incorporators, members, partners, equityholders, Affiliates, agents, attorneys, advisors and representatives of the parties and any Affiliate of any of the foregoing (and their successors, heirs and representatives), are intended third-party beneficiaries of, and may enforce, this ‎‎Section 12.05 and ‎‎Section 12.14 and (d) the prospective grantees of the Value Generation RSUs, as set forth in Section 9.09 of the Company Disclosure Schedule, shall be the intended third-party beneficiaries of, and may enforce, the final sentence of ‎Section 9.09 and this ‎Section 12.05.

Section 12.06. Expenses. Except as otherwise provided herein, each Party shall bear its own expenses incurred in connection with this Agreement and the transactions herein contemplated whether or not such transactions shall be consummated, including all fees of its legal counsel, financial advisers and accountants; provided that, notwithstanding anything to the contrary, (A) if the transactions herein contemplated are consummated, Surviving Pubco shall pay or cause to be paid all (i) commercially reasonable costs and expenses (including fees and expenses of counsel, auditors and financial and other advisors) incurred by the Company, its Subsidiaries and LIVK in connection with this Agreement and the transactions herein contemplated and (ii) deferred initial purchaser and underwriting compensation incurred by LIVK in connection with its initial public offering and (B) if this Agreement is terminated prior to the Closing, the Company shall, promptly upon written request by LIVK, pay to LIVK $3,500,000 (for purposes of LIVK’s paying all costs and expenses (including fees and expenses of counsel, auditors and financial and other advisors)) incurred by the LIVK Parties in connection with this Agreement and the transactions herein contemplated).

Section 12.07. Governing Law. This Agreement, and all Actions based upon, arising out of, or related to this Agreement or the transactions contemplated hereby, shall be governed by, and construed in accordance with, the Laws of the State of Delaware, without giving effect to principles or rules of conflict of laws to the extent such principles or rules would require or permit the application of Laws of another jurisdiction.

Section 12.08. Headings and Captions; Counterparts. The headings and captions in this Agreement are for convenience only and shall not be considered a part of or affect the construction or interpretation of any provision of this Agreement. This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Any facsimile or .pdf copies hereof or signatures hereon shall, for all purposes, be deemed originals. Until and unless each party has received a counterpart hereof signed by the other party hereto, this Agreement shall have no effect and no party shall have any right or obligation hereunder (whether by virtue of any other oral or written agreement or other communication).

Section 12.09. Entire Agreement. This Agreement (including, for the avoidance of doubt, any Annexes, Appendices, Exhibits or Schedules annexed hereto or referred to herein, including the Company Disclosure and the LIVK Disclosure Schedule), the Confidentiality Agreement, and the Ancillary Agreements constitute the entire agreement among the Parties relating to the transactions contemplated hereby and supersede any other agreements, whether written or oral, that may have been made or entered into by or among any of the Parties or any of their respective Subsidiaries relating to the transactions contemplated hereby. No representations, warranties, covenants, understandings, agreements, oral or otherwise, relating to the transactions contemplated by this Agreement exist between the Parties except as expressly set forth in this Agreement and the Ancillary Agreements.

Section 12.10. Amendments. This Agreement may be amended or modified in whole or in part, only by a duly authorized agreement in writing executed by each of the Parties; provided that, after the LIVK Shareholder Approval has been obtained, there shall be no amendment or modification that would require the further approval of the Pre-Closing LIVK Holders under Applicable Law without such approval having first been obtained.

Section 12.11. Publicity. Except (a) communications consistent with the final form of joint press release announcing the transactions contemplated by this Agreement and the investor presentation given to investors in connection with the announcement of the transactions contemplated by this Agreement or (b) as may be required by Applicable Law or by obligations pursuant to any listing agreement with or rules of any national securities exchange, LIVK, on the one hand, and the Company, on the other hand, shall consult with each other, and provide meaningful opportunity for review and give due consideration to reasonable comment by the other, prior to issuing any press releases or other public written communications or otherwise making planned public statements with respect to the transactions contemplated by this Agreement and prior to making any filings with any third party and/or any Governmental Authority with respect thereto, and shall not make or issue any such press release or other public written communications or otherwise make any planned public statements without the prior written consent of the other Party.

Section 12.12. Severability. If any provision of this Agreement is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of this Agreement shall remain in full force and effect. The Parties further agree that if any provision contained herein is, to any extent, held invalid or unenforceable in any respect under the Laws governing this Agreement, they shall take any actions necessary to render the remaining provisions of this Agreement valid and enforceable to the fullest extent permitted by Law and, to the extent necessary, shall amend or otherwise modify this Agreement to replace any provision contained herein that is held invalid or unenforceable with a valid and enforceable provision giving effect to the intent of the parties.

Section 12.13. Jurisdiction; WAIVER OF TRIAL BY JURY. Any Action based upon, arising out of or related to this Agreement or the transactions contemplated hereby shall be brought exclusively in the Delaware Chancery Court and any state appellate court therefrom within the State of Delaware (or, if the Delaware Chancery Court or such state appellate court shall be unavailable, any other court of the State of Delaware or, in the case of claims to which the federal courts have exclusive subject matter jurisdiction, any federal court of the United States of America sitting in the State of Delaware), and each of the Parties irrevocably submits to the exclusive jurisdiction of each such court in any such Action, waives any objection it may now or hereafter have to personal jurisdiction, venue or to convenience of forum, agrees that all claims in respect of the Action shall be heard and determined only in any such court, and agrees not to bring any Action arising out of or relating to this Agreement or the transactions contemplated hereby in any other court. Nothing herein contained shall be deemed to affect the right of any Party to serve process in any manner permitted by Law or to commence legal proceedings or otherwise proceed against any other Party in any other jurisdiction, in each case, to enforce judgments obtained in any Action brought pursuant to this ‎‎Section 12.13. EACH OF THE PARTIES HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION BASED UPON, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, AND EACH OF THE PARTIES CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE, AGENT OR ATTORNEY OF THE OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (B) SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY AND (D) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION ‎12.13.

Section 12.14. Disclosure Schedules. Each of the Company and LIVK have set forth information on their respective disclosure schedules in a section thereof that corresponds to the section of this Agreement to which it relates. A matter set forth in one section of a disclosure schedule need not be set forth in any other section so long as its relevance to such other section of the disclosure schedule or section of the Agreement is reasonably apparent. Any item of information, matter or document disclosed or referenced in, or attached to, the Company Disclosure Schedules or the LIVK Disclosure Schedules shall not (a) be used as a basis for interpreting the terms “material,” “Company Material Adverse Effect,” “LIVK Material Adverse Effect,” “material adverse effect” or other similar terms in this Agreement or to establish a standard of materiality, (b) represent a determination that such item or matter did not arise in the Ordinary Course of Business, (c) constitute, or be deemed to constitute, an admission of liability or obligation regarding such matter (other than with respect to any Section of the Company Disclosure Schedules or LIVK Disclosure Schedules, as applicable, referred to in any representation or warranty in this Agreement that expressly requires listing facts, circumstances or agreements in such section of the Company Disclosure Schedules or LIVK Disclosure Schedules, as applicable), or (d) notwithstanding the foregoing in the preceding clause ‎(c), constitute, or be deemed to constitute, an admission to any third party in any respect concerning such item or matter.

Section 12.15. Enforcement.

(a) The Parties agree that irreparable damage for which monetary Damages, even if available, would not be an adequate remedy, would occur in the event that the Parties do not perform their respective obligations under the provisions of this Agreement in accordance with its specified terms or otherwise breach such provisions. The Parties acknowledge and agree that each Party shall be entitled to an injunction, specific performance, or other equitable relief, to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof, without proof of Damages or inadequacy of any remedy at Law, prior to the valid termination of this Agreement in accordance with ‎‎Section 11.01, this being in addition to any other remedy to which they a Party is entitled under this Agreement or Applicable Law.

(b) Each Party agrees that it will not oppose the granting of specific performance and other equitable relief on the basis that the other Party has an adequate remedy at Law or that an award of specific performance is not an appropriate remedy for any reason at law or equity. The Parties acknowledge and agree that any Party seeking an injunction to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in accordance with this ‎Section 12.15(b) shall not be required to provide any bond or other security in connection with any such injunction. The Parties acknowledge and agree that nothing contained in this ‎Section 12.15 shall require any Party to institute any proceeding for (or limit any Party’s right to institute any proceeding for) specific performance under this ‎Section 12.15 before exercising any termination right under ‎Section 11.01 or pursuing Damages.

Section 12.16. Non-Recourse. This Agreement may only be enforced against, and any Action based upon, arising out of, or related to this Agreement or the transactions contemplated hereby may only be brought against, the entities that are expressly named as Parties or as intended third party beneficiaries hereof and then only with respect to the specific obligations set forth herein with respect to a Party. No past, present or future director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney, advisor or representative or Affiliate of any named party to this Agreement and no past, present or future director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney, advisor or representative or Affiliate of any of the foregoing shall have any liability (whether in contract, tort, equity or otherwise) for any one or more of the representations, warranties, covenants, agreements or other obligations or liabilities of any one or more of the Company or LIVK under this Agreement of or for any Action based on, arising out of, or related to this Agreement or the transactions contemplated hereby. Notwithstanding anything to the contrary in this ‎Section 12.16, nothing in this ‎‎Section 12.16 shall limit (a) any liabilities or obligations against any party to an Ancillary Agreement in respect thereof or (b) any Party’s remedies in the event of Fraud.

Section 12.17. Legal Representation. The Company hereby agrees on behalf of itself and its directors, members, partners, officers, employees and Affiliates, and each of their respective successors and assigns (all such parties, the “Company Waiving Parties”), that any legal counsel (including Xxxxx Xxxx & Xxxxxxxx LLP) that represented LIVK, the Sponsor and/or the LIVK Designee prior to the Closing may represent the LIVK Designee, the Sponsor or any of the Sponsor’s Affiliates or the Sponsor’s or its Affiliates’ respective directors, members, partners, officers or employees, in each case, in connection with any Action or obligation arising out of or relating to this Agreement, notwithstanding its representation (or any continued representation) of LIVK or other Company Waiving Parties, and each of LIVK and the Company on behalf of itself and the Company Waiving Parties hereby consents thereto and irrevocably waives (and will not assert) any conflict of interest, breach of duty or any other objection arising therefrom or relating thereto. Each of LIVK and the Company on behalf of itself and the Company Waiving Parties hereby further agrees that, as to all legally privileged communications prior to the Closing between or among any legal counsel (including Xxxxx Xxxx & Xxxxxxxx LLP) that represented the LIVK Designee, the Sponsor or any of the Sponsor’s Affiliates or the Sponsor’s or its Affiliates’ respective directors, members, partners, officers or employees prior to the Closing in any way related to the transactions contemplated hereby, the attorney/client privilege and the expectation of client confidence belongs to the LIVK Designee and the Sponsor and may be controlled by the LIVK Designee and the Sponsor, and shall not pass to or be claimed or controlled by the Surviving Pubco (after giving effect to the Closing), the Surviving Corporation or any other Company Waiving Party; provided that the LIVK Designee and the Sponsor shall not waive such attorney/client privilege other than to the extent they determine appropriate in connection with the enforcement or defense of their respective rights or obligations existing under this Agreement. Notwithstanding the foregoing, any privileged communications or information shared by the Company or any Company Waiving Party prior to the Closing with LIVK, the Sponsor or the LIVK Designee (in any capacity) under a common interest agreement shall remain the privileged communications or information of the Surviving Corporation.

[Signature pages follow.]

IN WITNESS WHEREOF the parties have hereunto caused this Agreement to be duly executed as of the date hereof.

	LIV CAPITAL ACQUISITION CORP.

	By:	/s/ Xxxxxxxxx X. Xxxxx
		Name: Xxxxxxxxx X. Xxxxx
		Title: Chief Executive Officer and Chairman

[Signature Page to Agreement and Plan of Merger]

	AGILETHOUGHT, INC.

	By:	/s/ Xxxxxx Senderos Xxxxxxxxx
		Name: Xxxxxx Senderos Xxxxxxxxx
		Title: Chief Executive Officer

[Signature Page to Agreement and Plan of Merger]

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AGREEMENT AND PLAN OF MERGER

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