COMPANY VOTING AGREEMENTCompany Voting Agreement • August 18th, 2022 • LIV Capital Acquisition Corp. II • Blank checks
This COMPANY VOTING AGREEMENT (this “Agreement”) is made and entered into as a deed on August 17, 2022, by and among LIV Capital Acquisition Corp. II, a Cayman Islands exempted company (“LIVB”), Covalto Ltd., a Cayman Islands exempted company (“Covalto”), and certain holders of the Equity Securities of Covalto set forth on Schedule 1 hereto (each, individually, a “Supporting Holder” and, collectively, the “Supporting Holders”). LIVB, Covalto and the Supporting Holders shall be referred to herein from time to time collectively as the “Parties”. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Business Combination Agreement (as defined below).
BUSINESS COMBINATION AGREEMENT by and among LIV CAPITAL ACQUISITION CORP. II, COVALTO LTD. and COVALTO MERGER SUB LTD. Dated as of August 17, 2022Business Combination Agreement • August 18th, 2022 • LIV Capital Acquisition Corp. II • Blank checks • Delaware
THIS BUSINESS COMBINATION AGREEMENT (this “Agreement”) is made and entered into as of August 17, 2022, by and among LIV Capital Acquisition Corp. II, a Cayman Islands exempted company (“LIVB”), Covalto Ltd., a Cayman Islands exempted company (“Covalto” or the “Company”), and Covalto Merger Sub Ltd., a Cayman Islands exempted company and direct, wholly-owned subsidiary of Covalto (“Merger Sub”). LIVB, Covalto and Merger Sub are collectively referred to herein as the “Parties” and individually, each, as a “Party.”
SPONSOR VOTING AGREEMENTSponsor Voting Agreement • August 18th, 2022 • LIV Capital Acquisition Corp. II • Blank checks • Delaware
This SPONSOR VOTING AGREEMENT (this “Agreement”) is made and entered into as a deed on August 17, 2022, by and among LIV Capital Acquisition Sponsor II, L.P., a Cayman Islands exempted limited partnership (“Sponsor”), LIV Capital Acquisition Corp. II, a Cayman Islands exempted company (“LIVB”), Covalto Ltd., a Cayman Islands exempted company (“Covalto”), Banco Actinver, S.A. Institución de Banca Múltiple, Grupo Financiero Actinver, División Fiduciaria, acting solely as trustee of the Contrato de Fideicomiso Irrevocable No. 5357 identified as “Fideicomiso LIV SPV” (the “Anchor Investor”) and the other undersigned persons (each, an “Insider” and collectively, the “Insiders”). Sponsor, LIVB, Covalto and the Insiders shall be referred to herein from time to time collectively as the “Parties”. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Business Combination Agreement (as defined below).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 18th, 2022 • LIV Capital Acquisition Corp. II • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) dated as of [_____], 20[ ], by and among Covalto Ltd., a Cayman Islands exempted company (the “Company”), LIV Capital Acquisition Corp. II, a Cayman Islands exempted company (the “SPAC”), LIV Capital Acquisition Sponsor, L.P. II, a Cayman Islands limited liability company (the “Sponsor”), EarlyBirdCapital, Inc. (“EarlyBirdCapital”) and the securityholders of the Company hereto who have executed a signature page or Joinder Agreement (as defined below) to this Agreement (the “Shareholders”).
CONTRIBUTION AGREEMENTContribution Agreement • August 18th, 2022 • LIV Capital Acquisition Corp. II • Blank checks • Delaware
This Contribution Agreement (this “Agreement”) is entered into on August 17, 2022, by and among (i) LIV Capital Acquisition Sponsor II, L.P., a Cayman Islands exempted limited partnership (acting through the GP (as defined below), as its general partner) (“Sponsor”), (ii) the undersigned, certain limited partners of the Sponsor and LIV Sponsor II GP, LLC (the “GP”) (each, a “Rollover Party” and collectively, the “Rollover Parties”), (iii) LIV Capital Acquisition Corp. II, a Cayman Islands exempted company (“LIVB”) and (iv) Covalto Ltd., a Cayman Islands exempted company (“Covalto”). Sponsor, each of the Rollover Parties, LIVB and Covalto are each sometimes referred to herein as a “Party” and collectively as the “Parties.”
