REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 10th, 2022 • LIV Capital Acquisition Corp. II • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February 7, 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 II, L.P., 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 • February 10th, 2022 • LIV Capital Acquisition Corp. II • Blank checks • New York
FORM OF INDEMNITY AGREEMENTForm of Indemnity Agreement • February 10th, 2022 • LIV Capital Acquisition Corp. II • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of February 7, 2022, by and between LIV Capital Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), and José Antonio Solano Arroyo (“Indemnitee”).
SPONSOR WARRANTS PURCHASE AGREEMENTSponsor Warrants Purchase Agreement • February 10th, 2022 • LIV Capital Acquisition Corp. II • Blank checks • New York
THIS SPONSOR WARRANTS PURCHASE AGREEMENT, dated as of February 7, 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 10017 February 7, 2022LIV Capital Acquisition Corp. II • February 10th, 2022 • Blank checks • New York
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • February 10th, 2022 • LIV Capital Acquisition Corp. II • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of February 7, 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 EarlyBirdCapital, Inc., a Delaware corporation (the “Purchaser”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • February 10th, 2022 • LIV Capital Acquisition Corp. II • Blank checks • New York
Pursuant to Section 1(j) 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.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 28th, 2021 • LIV Capital Acquisition Corp. II • Blank checks • Delaware
This Securities Purchase Agreement (this “Agreement”), effective as of March 22, 2021, is made and 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., (the “Buyer”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • October 28th, 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 [·], 2021 (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 • February 10th, 2022 • LIV Capital Acquisition Corp. II • Blank checks • New York
WARRANT AGREEMENT between and CONTINENTAL STOCK TRANSFER & TRUST COMPANYWarrant Agreement • February 10th, 2022 • LIV Capital Acquisition Corp. II • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of February 7, 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 • January 31st, 2022 • 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. up to $10,000 on the Effective Date and continuing monthly thereafter until the Termination Date.
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”).
SECOND AMENDMENT TO BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • April 10th, 2023 • LIV Capital Acquisition Corp. II • Blank checks
THIS SECOND AMENDMENT (this “Second Amendment”) to that certain Business Combination Agreement (the “Business Combination Agreement”), dated as of August 17, 2022 (as amended on September 16, 2022), by and among LIV Capital Acquisition Corp. II, a Cayman Islands exempted company (“LIVB”), Covalto Ltd., a Cayman Islands exempted company (“Covalto”), and Covalto Merger Sub Ltd., a Cayman Islands exempted company and direct, wholly-owned subsidiary of Covalto (“Merger Sub”), is made and entered into as of April 7, 2023, by and among LIVB, Covalto and Merger Sub. LIVB, Covalto and Merger Sub are collectively referred to herein as the “Parties” and individually as a “Party”.
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.”
ContractLIV Capital Acquisition Corp. II • February 10th, 2022 • 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. In exchange therefore, the Company shall pay LIV Capital Acquisition Sponsor II, L.P. up to $10,000 on the Effective Date and continuing monthly thereafter until the Termination Date.
