REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 30th, 2021 • LIV Capital Acquisition Corp. II • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2022, is made and entered into by and among LIV Capital Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), LIV Capital Acquisition Sponsor, L.P. II, a Cayman Islands exempted limited partnership (the “Sponsor”), EarlyBirdCapital, Inc. (the “Representative”, and the Sponsor, the Representative, together with any other parties listed on the signature pages hereto and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, being referred to herein as a “Holder” and collectively as the “Holders”).
10,000,000 Units UNDERWRITING AGREEMENTUnderwriting Agreement • December 30th, 2021 • LIV Capital Acquisition Corp. II • Blank checks • New York
SPONSOR WARRANTS PURCHASE AGREEMENTSponsor Warrants Purchase Agreement • December 30th, 2021 • LIV Capital Acquisition Corp. II • Blank checks • New York
THIS SPONSOR WARRANTS PURCHASE AGREEMENT, dated as of [●], 2022 (as it may from time to time be amended, this “Agreement”), is entered into by and between LIV Capital Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), and LIV Capital Acquisition Sponsor II, L.P., a Cayman Islands exempted limited partnership (the “Purchaser”).
EARLYBIRDCAPITAL, INC. New York, New York 10017LIV Capital Acquisition Corp. II • December 30th, 2021 • Blank checks • New York
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • December 30th, 2021 • LIV Capital Acquisition Corp. II • Blank checks • New York
Pursuant to Section 1(k) of the Investment Management Trust Agreement between LIV Capital Acquisition Corp. II (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [·], 2022 (the “Trust Agreement”), the Company hereby requests that you deliver to the redeeming Public Shareholders of the Company $[·] of the principal and interest income earned on the Property as of the date hereof into a segregated account held by you on behalf of the Beneficiaries for distribution to the Shareholders who have requested redemption of their Ordinary Shares. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.
ContractLetter Agreement • December 30th, 2021 • LIV Capital Acquisition Corp. II • Blank checks • New York
WARRANT AGREEMENT between and CONTINENTAL STOCK TRANSFER & TRUST COMPANYWarrant Agreement • December 30th, 2021 • LIV Capital Acquisition Corp. II • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [●], 2022, is by and between LIV Capital Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”).
FORM OF INDEMNITY AGREEMENTForm of Indemnity Agreement • December 30th, 2021 • LIV Capital Acquisition Corp. II • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2022, by and between LIV Capital Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), and [ ] (“Indemnitee”).
ContractLIV Capital Acquisition Corp. II • December 30th, 2021 • Blank checks • New York
This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) for the initial public offering (the “IPO”) of the securities of LIV Capital Acquisition Corp. II (the “Company”) and continuing until the earlier of (i) the consummation by the Company of an initial business combination and (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), LIV Capital Acquisition Sponsor II, L.P. shall make available to the Company certain office space and administrative and support services as may be required by the Company from time to time, at [●]. In exchange therefore, the Company shall pay LIV Capital Acquisition Sponsor II, L.P. $10,000 per month on the Effective Date and continuing monthly thereafter until the Termination Date.
