8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (date of earliest event reported): May 10, 2021 (May 9, 2021)

LIV CAPITAL ACQUISITION CORP.

(Exact name of registrant as specified in its charter)

Commission File Number: 001-39157

Cayman Islands	N/A
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)

Torre Virreyes
Pedregal No. 24, Piso 6-601
Col. Molino del Rey México, CDMX, 11040

(Address of principal executive offices, including zip code)

+52 55 1100 2470

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☒	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 140.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A ordinary shares, par value $0.0001 per share	LIVK	The NASDAQ Stock Market LLC
Redeemable warrants, each warrant exercisable for one Class A ordinary share at an exercise price of $11.50	LIVKW	The NASDAQ Stock Market LLC
Units, each consisting of one Class A ordinary share and one redeemable warrant	LIVKU	The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement.

Agreement and Plan of Merger

On May 9, 2021, LIV Capital Acquisition Corp., a Cayman Islands exempted company (including the successor entity after the Domestication (as defined below), “LIVK”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with AgileThought, Inc., a Delaware corporation (“AT”), pursuant to which, among other things, LIVK will domesticate as a Delaware corporation (the “Domestication”) and AT will subsequently be merged with and into LIVK, whereupon the separate corporate existence of AT will cease and LIVK will be the surviving corporation, on the terms and subject to the conditions set forth therein (the “Merger” and together with the Domestication and the other transactions contemplated by the Merger Agreement, the “proposed business combination”). We also refer to LIVK following the proposed business combination as “Surviving Pubco.”

As a result of the proposed business combination, each issued and outstanding Class A ordinary share and Class B ordinary share of LIVK will convert into a share of Class A common stock of Surviving Pubco (“Class A Common Stock”), and each issued and outstanding warrant to purchase Class A ordinary shares of LIVK will continue to be exercisable by its terms to purchase an equal number of shares of Class A Common Stock.

The Merger Agreement and the transactions contemplated thereby were unanimously approved by the board of directors of LIVK (the “Board”) and the board of directors of AT.

Merger Consideration

Common Merger Consideration

Subject to the terms and conditions of the Merger Agreement, the aggregate merger consideration distributable to holders of AT’s common stock at the closing of the proposed business combination (“the Closing”) pursuant to the Merger Agreement will be a number of shares of Class A Common Stock equal to (i) $347,121,322 divided by (ii) $10.00. Each holder of AT’s common stock immediately prior to the Closing shall have the right to receive a proportionate interest (on a fully diluted basis as of immediately prior to the Closing) of such merger consideration.

Preferred Merger Consideration

Subject to the terms and conditions of the Merger Agreement, the merger consideration distributable to the LIV Capital Funds (as defined below), as holders of AT’s preferred stock, at the Closing pursuant to the Merger Agreement will be a number of shares of Class A Common Stock equal to the number of shares of AT preferred stock outstanding as of immediately prior to the Closing.

The Minimum Cash Condition

AT’s obligations to complete the proposed business combination are contingent upon (i) the amount of cash available to be released from LIVK’s trust account (after giving effect to all payments to be made as a result of the completion of any redemptions), plus (ii) the net amount of proceeds actually received by LIVK pursuant to the PIPE Financing (as defined below), plus (iii) $20,000,000, representing the amount of proceeds actually received by AT from certain investment funds affiliated with LIVK’s sponsor (the “LIV Capital Funds”) pursuant to that certain Equity Contribution Agreement dated as of February 2, 2021 by and among such persons and AT (collectively, “Available Cash”) being greater than or equal to $40,000,000 (the “Minimum Cash Condition”). Under the Merger Agreement, if LIVK fails to meet the Minimum Cash Condition, AT may waive such Minimum Cash Condition.

1

Covenants of the Parties

Each party agreed in the Merger Agreement to use its reasonable best efforts to take all actions reasonably necessary, proper or advisable under applicable laws and regulations to consummate and make the proposed business combination effective as soon as promptly as practicable the transactions contemplated by the Merger Agreement. The Merger Agreement also contains certain customary covenants by AT and LIVK during the period between the signing of the Merger Agreement and the Closing, including the conduct of their respective businesses, provision of information, maintenance of books and records, notification of certain matters, obtaining governmental consents (including making any filings required under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”) or any other applicable antitrust filings), terminating affiliate contracts, as well as certain customary covenants, such as publicity, some of which may continue after the termination of the Merger Agreement. Each of the parties also agreed not to solicit or enter into any alternative competing transactions during the period from the date of the Merger Agreement to the Closing. LIVK also agreed that it will ensure LIVK remains listed as a public company and that LIVK’s ordinary shares remain listed on Nasdaq, and to use its reasonable best efforts to ensure that Surviving Pubco is listed as a public company and that shares of Class A Common Stock are listed on Nasdaq as of the Closing.

Directors of Surviving Pubco

The parties agreed in the Merger Agreement to take all necessary action to cause the board of directors of Surviving Pubco as of immediately following the Closing to consist of twelve (12) directors, of whom one (1) individual will be designated by LIVK and of whom eleven (11) individuals will be designated by AT. Each AT designee will meet the director qualification and eligibility criteria of the Nominating and Corporate Governance committee of the Board, and a number of AT designees will qualify as independent directors as determined by the Board such that a majority of the directors as of immediately following the Closing will qualify as independent directors. Surviving Pubco’s board of directors will be classified with three classes of directors and the individuals in each class serving three year terms.

Closing Conditions

The obligations of the parties to complete the Closing are subject to various conditions, including customary conditions of each party and the following mutual conditions of the parties unless waived:

● expiration of the applicable waiting period under the HSR Act;

● the Class A Common Stock contemplated to be listed pursuant to the Merger 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);

● there will not be in force any applicable law or governmental order enjoining, prohibiting, making illegal, or preventing the consummation of the Merger;

● the approval of the LIVK shareholders with respect to the proposed business combination shall have been obtained;

● the approval of the holders of AT’s common stock with respect to the proposed business combination shall have been obtained;

● the registration statement on Form S-4 (as such filing is amended or supplemented, and including the proxy statement/prospectus contained therein) shall have become effective, no stop order shall have been issued by the U.S. Securities and Exchange Commission (the “SEC”) with respect to the registration statement and no action seeking such stop order shall have been threatened or initiated;

● upon the Closing, after giving effect to the completion of any redemptions, Surviving Pubco having net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) of at least $5,000,001;

● the Domestication shall have been consummated;

● the conversion of certain equity-linked debt instruments held by certain lenders of AT into AT common stock in accordance with terms and conditions of the Merger Agreement and other agreements applicable to such conversion; and

● the delivery by AT to LIVK of certain required financial statements.

In addition, AT’s obligation to complete the proposed business combination is subject to (unless waived) the Minimum Cash Condition.

2

Termination

The Merger Agreement may be terminated under certain customary and limited circumstances, including:

● by the written consent of AT and LIVK; or

● by either party if: (i) the representations, warranties or covenants of the other party are breached such that there is a failure of the related closing condition (subject to a 30-day cure period); (ii) the Closing has not occurred on or before the date that is six (6) months from the date on which the preliminary proxy statement/prospectus contemplated to be filed by the Merger Agreement is initially filed by the parties with the SEC, (iii) the consummation of the proposed business combination is permanently enjoined, prohibited, deemed illegal or prevented by the terms of a final, non-appealable governmental order; or (iv) if the approval of LIVK’s shareholders with respect to the proposed business combination is not obtained upon a vote duly taken thereon at the LIVK special meeting called for such purpose (subject to any permitted adjournment or postponement of such general meeting).

Other General

The Merger Agreement contains representations, warranties and covenants that the respective parties made to each other as of the date of such agreement or other specific dates. The assertions embodied in those representations, warranties and covenants were made for purposes of the contract among the respective parties and are subject to important qualifications and limitations agreed to by the parties in connection with negotiating such agreement. The Merger Agreement has been filed to provide investors with information regarding its terms. It is not intended to provide any other factual information about LIVK or AT. In particular, the representations, warranties, covenants and agreements contained in the Merger Agreement, which were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to the Merger Agreement, may be subject to limitations agreed upon by the contracting parties (including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the Merger Agreement instead of establishing these matters as facts) and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors and reports and documents filed with the SEC. Investors should not rely on the representations, warranties, covenants and agreements, or any descriptions thereof, as characterizations of the actual state of facts or condition of any party to the Merger Agreement. In addition, the representations, warranties, covenants and agreements and other terms of the Merger Agreement may be subject to subsequent waiver or modification. Moreover, information concerning the subject matter of the representations and warranties and other terms may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in LIVK’s public disclosures.

The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the Merger Agreement, the form of which is attached as Exhibit 2.1 to this Current Report and incorporated herein by reference.

Subscription Agreements

In connection with the execution of the Merger Agreement, LIVK entered into subscription agreements with certain subscription investors pursuant to which LIVK has agreed to issue and sell to the subscription investors (the “PIPE Investors”), in the aggregate, $22,500,000 of LIVK’s Class A Ordinary Shares (or 2,250,000 shares of Class A Common Stock into which such shares will convert in connection with the Domestication) at a purchase price of $10.00 per share (the “PIPE Financing”). The closing of the PIPE Financing will occur immediately prior to the closing of the proposed merger of LIVK and AT, and is subject to customary closing conditions, including the satisfaction or waiver of the conditions set forth in the Merger Agreement.

The Merger Agreement also provides that, as soon as practicable after the date of the Merger Agreement, LIVK may enter into additional subscription agreements pursuant to which additional PIPE Investors will agree to purchase, in the aggregate, up to an additional $2,500,000 of LIVK’s Class A Ordinary Shares (or 250,000 shares of Class A Common Stock into which such shares will convert in connection with the Domestication) at a purchase price of $10.00 per share as part of the PIPE Financing.

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The foregoing description of the Subscription Agreements does not purport to be complete and is qualified in its entirety by the terms and conditions of the Subscription Agreements, the form of which is attached as Exhibit 10.1 to this Current Report and is incorporated herein by reference.

Voting and Support Agreements

Concurrently with the execution of the Merger Agreement, certain of AT’s equityholders (the “AT Support Agreement Equityholders”) entered into voting and support agreements (collectively, the “Voting and Support Agreements”) in favor of LIVK and AT and their respective successors.

In the Voting and Support Agreements, the AT Support Agreement Equityholders agreed to vote all of their AT equity interests in favor of the Merger Agreement, the proposed business combination and related transactions and to take certain other actions in support of the Merger Agreement, the proposed business combination and related transactions. The Voting and Support Agreements also prevent the AT Support Agreement Equityholders from transferring their voting rights with respect to their AT equity interests or otherwise transferring their AT equity interests prior to the Closing, except for certain customary permitted transfers.

The AT Support Agreement Equityholders also each agreed, with certain exceptions, to a lock-up for a period ending on the earlier of (a) the date that is 180 days from the Closing and (b) the date on which the closing price of shares of Class A Common Stock on Nasdaq equals or exceeds $12.50 per share for any 20 trading days within a 30-trading day period following 150 days following the date of the Closing, with respect to any securities of Surviving Pubco that they receive as merger consideration under the Merger Agreement.

The foregoing description of the Voting and Support Agreements does not purport to be complete and is qualified in its entirety by the terms and conditions of the Voting and Support Agreements, the form of which is attached as Exhibit 10.2 to this Current Report and is incorporated herein by reference.

Sponsor Letter Agreement

Concurrently with the execution of the Merger Agreement, LIV Capital Acquisition Sponsor, L.P. (“Sponsor”) and certain individuals (the “Insiders”) entered into a letter agreement (the “Sponsor Letter Agreement”) with LIVK and AT pursuant to which they agreed to vote all of their respective Class B ordinary shares of LIVK (along with the Class A Common Stock into which such shares are converted as a result of the Domestication and the consummation of the transactions contemplated by the Merger Agreement, the “Sponsor Shares”) in favor of the proposed business combination and related transactions and to take certain other actions in support of the Merger Agreement, the proposed business combination and related transactions. Sponsor and the Insiders also agreed that, in the event that the amount of Available Cash is less than $40,000,000, then up to 15% of the Sponsor Shares will be deemed to be “Deferred Sponsor Shares.” Sponsor and the Insiders also agreed that each of them will not transfer and, subject to the achievement of certain milestones, may be required to forfeit, any such Deferred Sponsor Shares, subject to the terms of the Sponsor Letter Agreement. Sponsor also waived certain anti-dilution protection to which it would otherwise be entitled in connection with the PIPE Financing.

Sponsor and each of the Insiders also agreed, with certain exceptions, to a lock-up for a period ending on the earlier of (a) the date that is 180 days from the Closing and (b) the date on which the closing price of shares of Class A Common Stock on Nasdaq equals or exceeds $12.50 per share for any 20 trading days within a 30-trading day period following 150 days following the date of the Closing, with respect to any securities of Surviving Pubco that they will hold as of immediately following the Closing.

The Sponsor Letter Agreement also provides that, for so long as Sponsor and its affiliates and their respective permitted transferees continue to own, directly or indirectly, securities of the Surviving Pubco representing more than 4% of the combined voting power of the Surviving Pubco’s then outstanding voting securities, Sponsor will be entitled to nominate one director designee to serve on the board of directors of Surviving Pubco.

The foregoing description of the Sponsor Letter Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the Sponsor Letter Agreement, a copy of which is filed as Exhibit 10.3 to this Current Report and is incorporated herein by reference.

4

Amended and Restated Registration Rights Agreement

At the closing of the proposed business combination, LIVK, Sponsor and certain other holders of Class A Common Stock will enter into an amended and restated registration rights agreement (the “Amended and Restated Registration Rights Agreement”) pursuant to which, among other matters, certain stockholders of LIVK and AT will be granted certain customary demand and “piggy-back” registration rights with respect to their respective shares of Class A Common Stock.

The foregoing description of the Amended and Restated Registration Rights Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the Amended and Restated Registration Rights Agreement, the form of which is attached as Exhibit 10.4 to this Current Report and is incorporated herein by reference.

Item 3.02 Unregistered Sales of Equity Securities.

The disclosure set forth above in Item 1.01 of this Current Report on Form 8-K with respect to the issuance of Class A Common Stock to PIPE Investors is incorporated by reference herein. The Class A Common Stock issuable to PIPE Investors in connection with the proposed business combination will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder.

Item 7.01. Regulation FD Disclosure.

On May 10, 2021, LIVK issued a press release (the “Press Release”) announcing the execution of the Merger Agreement, the proposed business combination and the PIPE Financing.

Also on May 10, 2021, LIVK released an investor presentation that will be used by LIVK and AT with respect to the proposed business combination (the “Investor Presentation”).

Copies of the Press Release and the Investor Presentation are furnished as Exhibits 99.1 and 99.2, respectively, to this Current Report.

The information in this Item 7.01 and Exhibits 99.1 and 99.2 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act, or the Exchange Act, except as expressly set forth by specific reference in such filing.

This Current Report on Form 8-K is provided for informational purposes only and has been prepared to assist interested parties in making their own evaluation with respect to the proposed business combination and related transactions and for no other purpose.

5

Additional Information About the Proposed Business Combination and Where To Find It

The proposed business combination will be submitted to shareholders of LIVK for their consideration. LIVK intends to file a registration statement on Form S-4 (the “Registration Statement”) with the Securities and Exchange Commission (“SEC”) which will include preliminary and definitive proxy statements to be distributed to LIVK’s shareholders in connection with LIVK’s solicitation for proxies for the vote by LIVK’s shareholders in connection with the proposed business combination and other matters as described in the Registration Statement, as well as the prospectus relating to the offer of the securities to be issued to AT’s shareholders in connection with the completion of the proposed business combination. After the Registration Statement has been filed and declared effective, LIVK will mail a definitive proxy statement and other relevant documents to its shareholders as of the record date established for voting on the proposed business combination. LIVK’s shareholders and other interested persons are advised to read, once available, the preliminary proxy statement / prospectus and any amendments thereto and, once available, the definitive proxy statement / prospectus, in connection with LIVK’s solicitation of proxies for its special meeting of shareholders to be held to approve, among other things, the proposed business combination, because these documents will contain important information about LIVK, AT and the proposed business combination. Shareholders may also obtain a copy of the preliminary or definitive proxy statement, once available, as well as other documents filed with the SEC regarding the proposed business combination and other documents filed with the SEC by LIVK, without charge, at the SEC’s website located at www.sec.gov or by directing a request to Torre Virreyes, Pedregal No. 24, Piso 6-601, Col. Molino del Rey México, CDMX, 11040.

Participants in the Solicitation

LIVK, AT and certain of their respective directors, executive officers and other members of management and employees may, under SEC rules, be deemed to be participants in the solicitations of proxies from LIVK’s shareholders in connection with the proposed business combination. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of LIVK’s shareholders in connection with the proposed business combination will be set forth in LIVK’s proxy statement / prospectus when it is filed with the SEC. You can find more information about LIVK’s directors and executive officers in LIVK’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020 filed with the SEC on March 30, 2021. Additional information regarding the participants in the proxy solicitation and a description of their direct and indirect interests will be included in the proxy statement / prospectus when it becomes available. Shareholders, potential investors and other interested persons should read the proxy statement / prospectus carefully when it becomes available before making any voting or investment decisions. You may obtain free copies of these documents from the sources indicated above.

No Offer or Solicitation

This Current Report on Form 8-K does not constitute an offer to sell or the solicitation of an offer to buy any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

6

Forward Looking Statements

Certain statements in this Current Report on Form 8-K may be considered “forward-looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as “estimate,” “plan,” “project,” “forecast,” “intend,” “will,” “expect,” “anticipate,” “believe,” “seek,” “target” or other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements include, but are not limited to, statements regarding estimates and forecasts of financial and performance metrics, projections of market opportunity and sales pipeline, projections regarding clients and maintaining and growing client relationships, potential future business expansion opportunities and growth strategies, AT’s cash resources, sources of cash and indebtedness, AT’s ability to source and retain talent, the potential benefits and commercial attractiveness to its clients of AT’s services, potential results and benefits of the proposed business combination, and expectations related to the terms and timing of the proposed business combination. These statements are based on various assumptions, whether or not identified in this Current Report on Form 8-K, and on the current expectations of AT’s and LIVK’s management and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of AT and LIVK. These forward-looking statements are subject to a number of risks and uncertainties, including changes in domestic and foreign business, market, financial, political and legal conditions; the inability of the parties to successfully or timely consummate the proposed business combination, including the risk that any required regulatory approvals are not obtained, are delayed or are subject to unanticipated conditions that could adversely affect the combined company or the expected benefits of the proposed business combination or that the approval of the shareholders of LIVK or AT is not obtained; AT’s ability to execute on its business model, potential business expansion opportunities and growth strategies, retain and expand clients’ use of its services and attract new clients, and source and maintain talent; risks relating to AT’s sources of cash and cash resources; failure to realize the anticipated benefits of the proposed business combination; risks relating to the uncertainty of the projected financial information with respect to AT; AT’s ability to manage future growth; the effects of competition on AT’s future business; the amount of redemption requests made by LIVK’s public shareholders; the ability of LIVK or the combined company to issue equity or equity-linked securities in connection with the proposed business combination or in the future; the outcome of any potential litigation, government and regulatory proceedings, investigations and inquiries; and those factors discussed in LIVK’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020 under the heading “Risk Factors” filed with the SEC on March 30, 2021 and other documents of LIVK filed, or to be filed, with the SEC. If any of these risks materialize or our assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that neither LIVK nor AT presently know or that LIVK and AT currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect LIVK’s and AT’s expectations, plans or forecasts of future events and views as of the date of this Current Report on Form 8-K. LIVK and AT anticipate that subsequent events and developments will cause LIVK’s and AT’s assessments to change. However, while LIVK and AT may elect to update these forward-looking statements at some point in the future, LIVK and AT specifically disclaim any obligation to do so. These forward-looking statements should not be relied upon as representing LIVK’s and AT’s assessments as of any date subsequent to the date of this Current Report on Form 8-K. Accordingly, undue reliance should not be placed upon the forward-looking statements.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
2.1†	Agreement and Plan of Merger, dated May 9, 2021, by and among LIVK and AT.
10.1	Form of Subscription Agreement
10.2	Form of Voting and Support Agreement, dated May 9, 2020.
10.3	Sponsor Letter Agreement, dated May 9, 2020, by and among LIVK, Sponsor, AT and the other parties thereto.
10.4	Form of Amended and Restated Registration Rights Agreement by and among LIVK, Sponsor and the other parties thereto.
99.1	Press Release, dated May 10, 2021.
99.2	Investor Presentation

† Certain exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(b)(2). LIVK agrees to furnish supplementally a copy of any omitted exhibit or schedule to the SEC upon its request.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: May 10, 2021

LIV CAPITAL ACQUISITION CORP.
By:	/s/ Alexander R. Rossi
	Name:	Alexander R. Rossi
	Title:	Chief Executive Officer and Chairman

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EX-2.1

Exhibit 2.1

EXECUTION VERSION

AGREEMENT AND PLAN OF MERGER

by and among

LIV CAPITAL ACQUISITION CORP.,

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

i

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

ii

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

iv

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

2

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.

3

“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.

4

“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.

5

“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).

6

“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.

7

“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.

8

“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 Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.

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

9

“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.

10

“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.

11

“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 www.opensource.org or any successor website thereof or in the Free Software Directory maintained by the Free Software Foundation on http://directory.fsf.org/ or any successor website thereof.

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“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.

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“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.

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“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.

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“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.

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“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.

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“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).

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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.

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(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, Manuel Senderos, Jorge Pliego and Ana Hernández, and (b) in the case of LIVK, Alex Rossi and Alfredo Capote.

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”).

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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.

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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 Davis Polk & Wardwell, 450 Lexington Avenue, New York, NY 10017, 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.

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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.

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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.

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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.

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(c) At or prior to the Closing, the Surviving Pubco shall deliver or cause to be delivered:

(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.

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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.

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(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.

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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.

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(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).

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(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.

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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.

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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 sue 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 sue 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;

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(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

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(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.

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(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.

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(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.

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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.

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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.

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(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).

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(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).

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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).

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(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.

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(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.

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(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.

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(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.

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(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).

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(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.

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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.

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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.

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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.

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(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.

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(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.

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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.

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(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.

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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.

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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.

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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.

(c) Except for Permitted Liens, there are no Liens for Taxes upon the property or assets of LIVK.

(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).

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(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.

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(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.

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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;

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(c) take any action that would constitute or result in Leakage (other than Permitted Leakage);

(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;

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(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;

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(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.

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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.

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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;

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(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;

(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 material tangible or intangible assets, properties, securities, or interests 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.

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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.

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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.

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(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.

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(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.

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(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 Cooley LLP and/or Davis Polk & Wardwell 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.

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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.

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(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”).

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(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.

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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.

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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.

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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.

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(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.

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(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.

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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;

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

(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;

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(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.

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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 No. 24, Piso 6-601
Col. Molino del Rey
México, CDMX, 11040
Attention: Alex Rossi; Mariana Romero
Email: arossi@livcapital.mx; mromero@livcapital.mx

with copies (which shall not constitute notice) to:

Davis Polk & Wardwell LLP
450 Lexington Avenue
New York, NY 10017
Attention: Derek Dostal
Leonard Kreynin
Lee Hochbaum
Email: derek.dostal@davispolk.com
leonard.kreynin@davispolk.com
lee.hochbaum@davispolk.com

(ii) If to the Company, to:

AgileThought, Inc.
222 Urban Towers
Suite 1650 E
Irving, TX 75039

Attention: Manuel Senderos

   Jorge Pliego

   Diana Abril

Email: manuel.senderos@agilethought.com

     jorge.pliego@agilethought.com

    diana.abril@agilethought.com

with copies (which shall not constitute notice) to:

Cooley LLP
101 California Street, 5^th Floor
San Francisco, CA 94111
Attention: Nicole Brookshire
Alfred Browne
Matthew Browne
Email: nbrookshire@cooley.com
abrowne@cooley.com
mbrowne@cooley.com

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.

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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).

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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.

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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.

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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.

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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 Davis Polk & Wardwell 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 Davis Polk & Wardwell 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.]

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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/ Alexander R. Rossi
	Name: Alexander R. Rossi
	Title: Chief Executive Officer and Chairman

[Signature Page to Agreement and Plan of Merger]

AGILETHOUGHT, INC.
By:	/s/ Manuel Senderos Fernandez
	Name: Manuel Senderos Fernandez
	Title: Chief Executive Officer

[Signature Page to Agreement and Plan of Merger]

EX-10.1

Exhibit 10.1

[FORM OF]
SUBSCRIPTION AGREEMENT

LIV Capital Acquisition Corp.

Torre Virreyes
Pedregal No. 24, Piso 6-601
Col. Molino del Rey
México, CDMX, 11040

Ladies and Gentlemen:

In connection with the proposed business combination (the “Transaction”) between LIV Capital Acquisition Corp., a Cayman Islands exempted company (including any successor thereto pursuant to the terms of the Transaction Agreement, “LIVK”), and AgileThought, Inc., a Delaware corporation (“AT”), pursuant to the Agreement and Plan of Merger (the “Transaction Agreement”) to be entered into between LIVK and AT, LIVK is seeking commitments from interested investors to purchase shares of common stock of LIVK (following the domestication of LIVK to Delaware in connection with the Transaction) (the “Shares”), for a purchase price of $10.00 per share. The aggregate purchase price to be paid by the undersigned (the “Investor”) for the subscribed Shares (as set forth on the signature page hereto) is referred to herein as the “Subscription Amount.” Prior to Closing, LIVK has entered and plans to enter into subscription agreements (the “Other Subscription Agreements”) with certain other investors (“Other Investors”), pursuant to which such other investors have agreed, or could agree, to purchase on the Closing Date (as defined below), not including the Shares subscribed for by the Investor, an aggregate amount of not less than [_________________] Shares, at a price of $10.00 per Share.

In connection therewith, and in consideration of the foregoing and the mutual representations, warranties and covenants, and subject to the conditions, set forth herein, and intending to be legally bound hereby, the Investor and LIVK agree as follows:

1. Subscription. The Investor hereby irrevocably subscribes for and agrees to purchase from LIVK such number of Shares as is set forth on the signature page of this Subscription Agreement on the terms provided for herein. The Investor understands and agrees that this subscription (i) is irrevocable, and (ii) may be accepted or rejected by LIVK for any reason or for no reason, in whole or in part, at any time prior to its acceptance by LIVK, and the undersigned’s subscription for the Shares shall be deemed to be accepted by LIVK only when this Subscription Agreement is signed by a duly authorized person by or on behalf of LIVK. Notwithstanding the foregoing or anything to the contrary in Section 9 below, in the event that the Transaction Agreement is validly terminated in accordance with its terms, this Subscription Agreement shall be void and of no further effect and any monies paid by the Investor to LIVK in connection herewith shall immediately be returned to the Investor.

2. Closing. The closing of the sale of the Shares contemplated hereby (the “Closing”) is contingent upon the substantially concurrent consummation of the Transaction. The Closing shall occur on the date of, and immediately prior to the consummation of, the Transaction (it being understood that, subject to the foregoing, such sale of the Shares shall occur after the domestication of LIVK to Delaware). Upon (i) satisfaction or waiver of the conditions set forth in Section 3 below and (ii) delivery of written notice from (or on behalf of) LIVK to the Investor (the “Closing Notice”), that LIVK reasonably expects the closing of the Transaction to occur on a specified date that is not less than four (4) business days after the date on which the Closing Notice is delivered to the Investor (the “Closing Date”), the Investor shall deliver to LIVK, not less than two (2) business days prior to the Closing Date, the Subscription Amount by wire transfer of United States dollars in immediately available funds to the account(s) specified by LIVK in the Closing Notice, to be held in escrow until the Closing. On the Closing Date, LIVK shall issue the Shares to the Investor and subsequently cause the Shares to be registered in book entry form in the name of the Investor on LIVK’s share register, and the Subscription Amount shall be released from escrow automatically and without further action by LIVK or the Investor. For purposes of this Subscription Agreement, “business day” shall mean any day other than (a) any Saturday or Sunday or (b) any other day on which banks located in New York, New York are required or authorized by applicable law to be closed for business.

3. Closing Conditions.

a. The obligation of the parties hereto to consummate the purchase and sale of the Shares pursuant to this Subscription Agreement is subject to the following conditions:

(i) no applicable governmental authority shall have enacted, issued, promulgated or entered any judgment, order, law, rule or regulation (whether temporary, preliminary or permanent) which is then in effect and has the effect of making consummation of the transactions contemplated hereby illegal or otherwise restraining or prohibiting consummation of the transactions contemplated hereby; and

(ii) all conditions precedent to the closing of the Transaction in Article 10 of the Transaction Agreement shall have been satisfied (as determined by the parties to the Transaction Agreement) or waived (other than those conditions which, by their nature, are to be satisfied at the closing of the Transaction), and the Transaction will be consummated substantially concurrently with the closing of the purchase and sale of the Shares.

b. The obligation of LIVK to consummate the purchase and sale of the Shares at the Closing pursuant to this Subscription Agreement shall be subject to the satisfaction or valid waiver by LIVK of the additional conditions that:

(i) all representations and warranties of the Investor contained in this Subscription Agreement are true and correct in all material respects at and as of the Closing Date, and consummation of the Closing shall constitute a reaffirmation by the Investor of each of the representations, warranties, covenants and agreements of the Investor contained in this Subscription Agreement as of the Closing Date; and

(ii) the Investor shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by this Subscription Agreement to be performed, satisfied or complied with by it at or prior to the Closing.

c.   The obligation of the Investor to consummate the purchase and sale of the Shares at the Closing pursuant to this Subscription Agreement shall be subject to the satisfaction or valid waiver by the Investor of the additional conditions that:

(i) all representations and warranties of LIVK contained in this Subscription Agreement shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect (as defined below), which representations and warranties shall be true and correct in all respects) at and as of the Closing Date, and consummation of the Closing shall constitute a reaffirmation by LIVK of each of the representations, warranties, covenants and agreements of LIVK contained in this Subscription Agreement as of the Closing Date;

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(ii) LIVK shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by this Subscription Agreement to be performed, satisfied or complied with by it at or prior to the Closing; and

(iii) this Agreement and the Other Subscription Agreements shall have resulted in an aggregate PIPE investment of $40,000,000, prior to the Closing. Of such aggregate purchase price, (A) at least $20,000,000 shall have been funded by funds affiliated with LIVK, in connection with the purchase and sale of 2,000,000 shares of AT’s preferred stock, at a purchase price of $10.00 per share, which shall convert into shares of LIVK’s common stock on a one-for-one basis in connection with the Transaction, (B) at least $[__________] shall be from Investor, and (C) at least $[__________] shall be from other third parties (other than the Investor).

4. Further Assurances. At and following the Closing, LIVK and the Investor shall execute and deliver such additional documents and take such additional actions as the parties reasonably may deem to be practical and necessary in order to consummate the subscription as contemplated by this Subscription Agreement.

5. LIVK Representations and Warranties. LIVK represents and warrants to the Investor that:

a. LIVK has been duly organized as an exempted company with limited liability and is in good standing with the Registrar of Companies under the laws of the Cayman Islands and, at the time of the Closing, shall be duly organized as a Delaware corporation and be in good standing under the laws of the state of Delaware, in each case with organizational power and authority to own, lease and operate its properties and conduct its business as presently conducted and to enter into, deliver and perform its obligations under this Subscription Agreement.

b. As of the Closing Date, the Shares will be duly authorized and, when issued and delivered to the Investor against full payment therefor in accordance with the terms of this Subscription Agreement, the Shares will be validly issued, fully paid and non-assessable and will not have been issued in violation of or subject to any preemptive or similar rights created under LIVK’s certificate of incorporation or bylaws (as in effect as of the Closing).

c. This Subscription Agreement has been duly authorized, executed and delivered by LIVK and, assuming that this Subscription Agreement constitutes the valid and binding agreement of the Investor, this Subscription Agreement is enforceable against LIVK in accordance with its terms, except as may be limited or otherwise affected by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other laws relating to or affecting the rights of creditors generally, or (ii) principles of equity, whether considered at law or equity.

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d. The issuance and sale of the Shares and the compliance by LIVK with all of the provisions of this Subscription Agreement and the consummation of the transactions contemplated herein will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of LIVK or any of its subsidiaries pursuant to the terms of (i) any indenture, mortgage, deed of trust, loan agreement, lease, license or other agreement or instrument to which LIVK or any of its subsidiaries is a party or by which LIVK or any of its subsidiaries is bound or to which any of the property or assets of LIVK is subject that would reasonably be expected to have a material adverse effect on the legal authority of LIVK to enter into and perform its obligations under this Subscription Agreement (a “Material Adverse Effect”); (ii) result in any violation of the provisions of the organizational documents of LIVK; or (iii) result in any violation of any statute or any judgment, order, rule or regulation of any court or governmental agency or body, domestic or foreign, having jurisdiction over LIVK or any of its properties that would reasonably be expected to have a Material Adverse Effect or materially affect the validity of the Shares or the legal authority of LIVK to comply in all material respects with this Subscription Agreement.

e. Prior to the domestication of LIVK to Delaware, assuming a total PIPE investment of $40.0 million in connection with the Transaction Agreement (including, for the avoidance of doubt, $20.0 million of such aggregate amount which shall have been funded by LIV Mexico Growth Fund IV, L.P. or affiliates thereof prior to such Closing Date), the authorized capital stock of LIVK shall consist of (i) 200,000,000 Class A ordinary shares, par value $0.0001 per share (the “Class A Shares”), and (ii) 20,000,000 Class B ordinary shares, par value $0.0001 per share (the “Class B Shares”). As of the date hereof and immediately prior to the domestication of LIVK to Delaware in connection with the Transaction, (i) the issued and outstanding shares of LIVK shall consist of exclusively 8,050,000 Class A Shares; and (ii) there shall be 191,950,000 Class A Shares reserved for issuance upon exercise of outstanding warrants. As of the date hereof and as of the Closing Date, except as set forth above pursuant to the organizational documents of LIVK, the Other Subscription Agreements, and any promissory notes that may be issued by LIVK’s sponsor to LIVK for working capital purposes, and other than as contemplated by the Transaction Agreement, there are no outstanding options, warrants or other rights to subscribe for, purchase or acquire from LIVK any equity interests in LIVK, or securities convertible into or exchangeable or exercisable for such equity interests.

f. As of the date hereof and as of the Closing Date, LIVK has no subsidiaries and does not own, directly or indirectly, interests or investments (whether equity or debt) in any person, whether incorporated or unincorporated. As of the date hereof and as of the Closing Date, there are no stockholder agreements, voting trusts or other agreements or understandings to which LIVK is a party or by which it is bound relating to the voting of any securities of LIVK, other than (A) as set forth in LIVK’s filings with the U.S. Securities and Exchange Commission (the “SEC”), together with any amendments, restatements or supplements thereto (the “SEC Documents”) and (B) as contemplated by the Transaction Agreement. Except as disclosed in the SEC Documents, LIVK had no outstanding indebtedness for borrowed money and will not have any outstanding long-term indebtedness for borrowed money as of immediately prior to the Closing.

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g. Neither LIVK, nor any person acting on its or their behalf has, directly or indirectly, made any offers or sales of any LIVK security or solicited any offers to buy any security, under circumstances that would adversely affect reliance by LIVK on Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), for the exemption from registration for the transactions contemplated hereby or would require registration of the Shares under the Securities Act.

h. The Other Subscription Agreements have not been and shall not be amended or modified in any material respect following the date of this Subscription Agreement.

i. As of the date hereof, there are no pending or, to the knowledge of LIVK, threatened, litigation, action or proceeding which, if determined adversely, would, individually or in the aggregate, reasonably be expected to have a Material Adverse effect (as defined below). As of the date hereof, there is no unsatisfied judgment or any open injunction binding upon the LIVK, which would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. For purposes herein, “Material Adverse Effect” means any event, occurrence, fact, condition or change that is, or could reasonably be expected to become, individually or in the aggregate, materially adverse to (a) the business, results of operations, condition (financial or otherwise) or assets of LIVK, or (b) the ability of the LIVK to consummate the Transactions or the transactions contemplated herein on a timely basis; provided, however, that “Material Adverse Effect” shall not include any event, occurrence, fact, condition, or change, directly or indirectly, arising out of or attributable to: (i) any changes, conditions or effects in the United States economy or securities or financial markets in general; (ii) changes, conditions or effects that generally affect the industries in which the LIVK operates; (iii) any change, effect or circumstance resulting from an action required or permitted by the Transaction Agreement or this Subscription Agreement; or (iv) conditions caused by acts of terrorism or war (whether or not declared); provided further, however, that (x) any event, occurrence, fact, condition, or change referred to in clauses (i), (ii) or (iv) immediately above shall be taken into account in determining whether a Material Adverse Effect has occurred to the extent that such event, occurrence, fact, condition, or change has a disproportionate effect on LIVK compared to other participants in the industries in which LIVK conducts its business and (y) LIVK’s ongoing review of the implications of the SEC’s issuance of the Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies, made on April 12, 2021, and any actions taken by LIVK in connection with such review or statement, shall be deemed not to be a Material Adverse Effect within the meaning of the foregoing definition.

j.    LIVK is in compliance with all applicable laws, except where such non-compliance would not reasonably be expected to have an Material Adverse Effect. LIVK has not received any written communication from a governmental entity that alleges that LIVK is not in compliance with or is in default or violation of any applicable law, except where such non-compliance, default or violation would not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect.

k. LIVK is not required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration with, any court or other federal, state, local or other governmental authority, self-regulatory organization or other person in connection with the execution, delivery and performance by LIVK of this Subscription Agreement (including, without limitation, the issuance of the Shares), other than (i) filings with the SEC, (ii) filings required by applicable state securities laws, (iii) filings required by the any securities exchange, and (iv) filings, the failure of which to obtain would not be reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

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6. Investor Representations and Warranties. The Investor represents and warrants to LIVK that:

a. The Investor (i) is a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act), or an “accredited investor” (within the meaning of Rule 501(a) under the Securities Act), in each case, satisfying the applicable requirements set forth on Schedule A, (ii) is acquiring the Shares only for its own account and not for the account of others, or if the Investor is subscribing for the Shares as a fiduciary or agent for one or more investor accounts, the Investor has full investment discretion with respect to each such account, and the full power and authority to make the acknowledgements, representations and agreements herein on behalf of each owner of each such account, and (iii) is not acquiring the Shares with a view to, or for offer or sale in connection with, any distribution thereof in violation of the Securities Act (and shall provide the requested information on Schedule A). The Investor is not an entity formed for the specific purpose of acquiring the Shares.

b. The Investor understands that the Shares are being offered in a transaction not involving any public offering within the meaning of the Securities Act and that the Shares have not been registered under the Securities Act. The Investor understands that the Shares may not be resold, transferred, pledged or otherwise disposed of by the Investor absent an effective registration statement under the Securities Act except (i) to LIVK or a subsidiary thereof, (ii) to non-U.S. persons pursuant to offers and sales that occur outside the United States within the meaning of Regulation S under the Securities Act or (iii) pursuant to another applicable exemption from the registration requirements of the Securities Act, and in each of cases (i) and (iii) in accordance with any applicable securities laws of the states and other jurisdictions of the United States, and that any certificates or book entry positions representing the Shares shall contain a restrictive legend to such effect; as a result the Investor may not be able to readily resell the Shares and may be required to bear the financial risk of an investment in the Shares for an indefinite period of time. The Investor acknowledges that the Shares will not immediately be eligible for resale pursuant to Rule 144 promulgated under the Securities Act. The Investor understands that it has been advised to consult legal counsel prior to making any offer, resale, pledge or transfer of any of the Shares.

c. The Investor understands and agrees that the Investor is purchasing the Shares from LIVK. The Investor further acknowledges that there have been no representations, warranties, covenants and agreements made to the Investor by LIVK, AT or any of their respective affiliates, officers or directors, expressly or by implication, other than, in the case of LIVK, those representations, warranties, covenants and agreements included in the Subscription Agreement.

d. The Investor acknowledges and agrees that the Investor has received such information as the Investor deems necessary in order to make an investment decision with respect to the Shares, including, with respect to AT, LIVK, the Transaction and the business of AT. Without limiting the generality of the foregoing, the Investor acknowledges that it has reviewed LIVK’s filings with the SEC. The Investor also acknowledges and agrees that the Investor has received information related to certain “disqualifying events” under Section 506(d) of the Securities Act. The Investor represents and agrees that the Investor and the Investor’s professional advisor(s), if any, have had the full opportunity to ask such questions, receive such answers and obtain such information as the Investor and such Investor’s professional advisor(s), if any, have deemed necessary to make an investment decision with respect to the Shares.

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e. The Investor became aware of this offering of the Shares solely by means of direct contact between the Investor and LIVK, AT or a representative of LIVK or AT or by means of contact from EarlyBirdCapital, Inc., or any of their affiliates (collectively, the “Placement Agent”), and the Shares were offered to the Investor solely by direct contact between the Investor and LIVK, AT or a representative of LIVK or AT or by contact between the Investor and the Placement Agent. The Investor did not become aware of this offering of the Shares, nor were the Shares offered to the Investor, by any other means. The Investor acknowledges that the Shares (i) were not offered by any form of general solicitation or general advertising and (ii) are not being offered in a manner involving a public offering under, or in a distribution in violation of, the Securities Act, or any state securities laws. Investor acknowledges that it is not relying upon, and has not relied upon, any statement, representation or warranty made by any person, firm or corporation (including, without limitation, AT, LIVK, the Placement Agent or its respective affiliates or any of its or their control persons, officers, directors, employees or representatives), other than the representations and warranties of LIVK contained in Section 5 of this Subscription Agreement, in making its investment or decision to invest in LIVK. The Investor further acknowledges that the Placement Agent has not made, do not make and shall not be deemed to make any express or implied representation or warranty with respect to LIVK, AT, this offering or the Transaction.

f. The Investor acknowledges that it is aware that there are substantial risks incident to the purchase and ownership of the Shares, including those set forth in LIVK’s filings with the SEC. The Investor has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Shares, and the Investor has sought such accounting, legal and tax advice as the Investor has considered necessary to make an informed investment decision.

g. Alone, or together with any professional advisor(s), the Investor has adequately analyzed and fully considered the risks of an investment in the Shares and determined that the Shares are a suitable investment for the Investor and that the Investor is able at this time and in the foreseeable future to bear the economic risk of a total loss of the Investor’s investment in LIVK. The Investor acknowledges specifically that a possibility of total loss exists.

h. In making its decision to purchase the Shares, the Investor has relied solely upon independent investigation made by the Investor. Without limiting the generality of the foregoing, the Investor has not relied on any statements or other information provided by or on behalf of the Placement Agent or any of its affiliates or any of their control persons, officers, directors, employees or representatives concerning AT, LIVK, the Transaction, the Transaction Agreement, the Subscription Agreement or the transactions contemplated hereby or thereby, the Shares or the offer and sale of the Shares.

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i. The Investor understands and agrees that no federal or state agency has passed upon or endorsed the merits of the offering of the Shares or made any findings or determination as to the fairness of this investment.

j. The Investor, if not a natural person, has been duly formed or incorporated and is validly existing in good standing under the laws of its jurisdiction of incorporation or formation, with power and authority to enter into, deliver and perform its obligations under this Subscription Agreement.

k. In the case of an Investor that is not a natural person, the execution, delivery and performance by the Investor of this Subscription Agreement are within the powers of the Investor, have been duly authorized and will not constitute or result in a breach or default under or conflict with any order, ruling or regulation of any court or other tribunal or of any governmental commission or agency, or any agreement or other undertaking, to which the Investor is a party or by which the Investor is bound, and, if the Investor is not an individual, will not violate any provisions of the Investor’s charter documents, including, without limitation, its incorporation or formation papers, bylaws, indenture of trust or partnership or operating agreement, as may be applicable. The signature on this Subscription Agreement is genuine, and the signatory, if the Investor is an individual, has legal competence and capacity to execute the same or, if the Investor is not an individual the signatory has been duly authorized to execute the same, and this Subscription Agreement constitutes a legal, valid and binding obligation of the Investor, enforceable against the Investor in accordance with its terms except as may be limited or otherwise affected by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other laws relating to or affecting the rights of creditors generally, or (ii) principles of equity, whether considered at law or equity.

l. The Investor is not (i) a person or entity named on the List of Specially Designated Nationals and Blocked Persons administered by the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”) or in any Executive Order issued by the President of the United States and administered by OFAC (“OFAC List”), or a person or entity prohibited by any OFAC sanctions program, (ii) a Designated National as defined in the Cuban Assets Control Regulations, 31 C.F.R. Part 515, or (iii) a non-U.S. shell bank or providing banking services indirectly to a non-U.S. shell bank. The Investor agrees to provide law enforcement agencies, if requested thereby, such records as required by applicable law, provided that the Investor is permitted to do so under applicable law. If the Investor is a financial institution subject to the Bank Secrecy Act (31 U.S.C. Section 5311 et seq.) (the “BSA”), as amended by the USA PATRIOT Act of 2001 (the “PATRIOT Act”), and its implementing regulations (collectively, the “BSA/PATRIOT Act”), the Investor maintains policies and procedures reasonably designed to comply with applicable obligations under the BSA/PATRIOT Act. To the extent required, it maintains policies and procedures reasonably designed for the screening of its investors against the OFAC sanctions programs, including the OFAC List. To the extent required by applicable law, the Investor maintains policies and procedures reasonably designed to ensure that the funds held by the Investor and used to purchase the Shares were legally derived.

m. No disclosure or offering document has been prepared by the Placement Agent in connection with the offer and sale of the Shares.

n. The Placement Agent and each of its directors, officers, employees, representatives and controlling persons have made no independent investigation with respect to LIVK or the Shares or the accuracy, completeness or adequacy of any information supplied to the Investor by LIVK.

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o. In connection with the issue and purchase of the Shares, the Placement Agent has not acted as the Investor’s financial advisor or fiduciary and the Investor has exercised independent judgment in evaluating its participation in the purchase of the Shares.

p. The Investor has or has commitments to have, and at the Closing will have, sufficient funds to pay the Subscription Amount and consummate the purchase and sale of the Shares when required pursuant to this Subscription Agreement.

q. The Investor represents and warrants that its acquisition and holding of the Shares will not constitute or result in a non-exempt prohibited transaction under Section 406 of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”), or any applicable similar law.

r. If the Investor is an employee benefit plan that is subject to Title I of ERISA, a plan, an individual retirement account or other arrangement that is subject to section 4975 of the Code or an employee benefit plan that is a governmental plan (as defined in section 3(32) of ERISA), a church plan (as defined in section 3(33) of ERISA), a non-U.S. plan (as described in section 4(b)(4) of ERISA) or other plan that is not subject to the foregoing but may be subject to provisions under any other federal, state, local, non-U.S. or other laws or regulations that are similar to such provisions of ERISA or the Code (collectively, “Similar Laws”), or an entity whose underlying assets are considered to include “plan assets” of any such plan, account or arrangement (each, a “Plan”) subject to the fiduciary or prohibited transaction provisions of ERISA or section 4975 of the Code, Investor represents and warrants that neither LIVK, nor any of its respective affiliates (the “Investor Parties”) has acted as the Plan’s fiduciary, or has been relied on for advice, with respect to its decision to acquire and hold the Shares, and none of the Investor Parties shall at any time be relied upon as the Plan’s fiduciary with respect to any decision to acquire, continue to hold or transfer the Shares.

s. Except as expressly disclosed in a Schedule 13D or Schedule 13G (or amendments thereto) filed by such Investor with the SEC with respect to the beneficial ownership of the LIVK’s Shares prior to the date hereof, the Investor is not currently (and at all times through Closing will refrain from being or becoming) a member of a “group” (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or any successor provision), including any group acting for the purpose of acquiring, holding or disposing of equity securities of the LIVK (within the meaning of Rule 13d-5(b)(1) under the Exchange Act).

t. To its knowledge, the Investor will not acquire a substantial interest (as defined in 31 C.F.R. Part 800.244) in LIVK as a result of the purchase and sale of Shares hereunder.

u. The Investor acknowledges its obligations under applicable securities laws with respect to the treatment of non-public information relating to LIVK.

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7. Registration Rights

a. In the event that the Shares are not registered for resale by the Investor in connection with the consummation of the Transaction, LIVK agrees that, as soon as reasonably practicable (but in any case no later than thirty (30) calendar days after the consummation of the Transaction), it will file with the SEC (at its sole cost and expense) a registration statement registering such resales (the “Registration Statement”), and it shall use its commercially reasonable efforts to have the Registration Statement declared effective as soon as practicable after the filing thereof. LIVK agrees to cause such Registration Statement, or another shelf registration statement that includes the Shares to be sold pursuant to this Subscription Agreement, to remain effective until the earliest of (i) the fourth anniversary of the Closing, (ii) the date on which the Investor ceases to hold any Shares issued pursuant to this Subscription Agreement, or (iii) on the first date on which the Investor can sell all of its Shares issued pursuant to this Subscription Agreement (or shares received in exchange therefor) under Rule 144 of the Securities Act within 90 days without limitation as to the amount of such securities that may be sold. The Investor agrees to disclose its ownership to LIVK upon request to assist it in making the determination described above. The Investor agrees that LIVK may suspend the use of any such registration statement (a “Suspension Event”), for a continuous period of up to 60 days not more than twice in any 12-month period, if it determines that in order for such registration statement not to contain a material misstatement or omission, an amendment thereto would be needed to include information that would at that time not otherwise be required in a current, quarterly, or annual report under the Exchange Act, or in connection with any post-effective amendment to such registration statement. Upon receipt of any written notice from LIVK of the happening of any Suspension Event during the period that the Registration Statement is effective or if as a result of a Suspension Event the Registration Statement or related prospectus contains any untrue statement of a material fact or omits 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 were made (in the case of the prospectus) not misleading, the Investor agrees that (i) it will immediately discontinue offers and sales of the Shares under the Registration Statement until the Investor receives copies of a supplemental or amended prospectus (which LIVK agrees to promptly prepare) that corrects the misstatement(s) or omission(s) referred to above and receives notice that any post-effective amendment has become effective or unless otherwise notified by LIVK that it may resume such offers and sales, and (ii) it will maintain the confidentiality of any information included in such written notice delivered by LIVK unless otherwise required by law or subpoena. LIVK’s obligations to include the Shares issued pursuant to this Subscription Agreement (or shares issued in exchange therefor) for resale in the Registration Statement are contingent upon the Investor furnishing in writing to LIVK such information regarding the Investor, the securities of LIVK held by the Investor, the intended method of disposition of such Shares and any other information as shall be reasonably requested by LIVK to effect the registration of such Shares, and the Investor shall execute such documents in connection with such registration as LIVK may reasonably request that are customary of a selling stockholder in similar situations.

b. In the case of the registration effected by LIVK pursuant to this Subscription Agreement, LIVK shall, upon reasonable request, inform Investor as to the status of such registration. If the SEC requests that the Investor be identified as a statutory underwriter in the Registration Statement, the Investor will have an opportunity to withdraw from the Registration Statement. At its expense LIVK shall:

(i) except for such times as LIVK is permitted hereunder to suspend the use of the prospectus forming part of a Registration Statement, use its commercially reasonable efforts to keep such registration, and any qualification, exemption or compliance under state securities laws which LIVK determines to obtain, continuously effective with respect to Investor;

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(ii) advise Investor within five (5) Business Days:

(1) when a Registration Statement or any post-effective amendment thereto has become effective;

(2) of the issuance by the SEC of any stop order suspending the effectiveness of any Registration Statement or the initiation of any proceedings for such purpose;

(3) of the receipt by LIVK of any notification with respect to the suspension of the qualification of the Shares included therein for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and

(4) subject to the provisions in this Subscription Agreement, of the occurrence of any event that requires the making of any changes in any Registration Statement or prospectus so that, as of such date, the statements therein are not misleading and do not omit to state a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in the light of the circumstances under which they were made) not misleading.

(iii) Notwithstanding anything to the contrary set forth herein, LIVK:

(1) shall not, when so advising Investor of such events, provide Investor with any material, nonpublic information regarding LIVK other than to the extent that providing notice to Investor of the occurrence of the events listed in Section 7.b(ii) constitutes material, nonpublic information regarding LIVK;

(2) use its commercially reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of any Registration Statement as soon as reasonably practicable;

(3) upon the occurrence of any event contemplated in Section 7.b(ii)(4), except for such times as LIVK is permitted hereunder to suspend, and has suspended, the use of a prospectus forming part of a Registration Statement, LIVK shall use its commercially reasonable efforts to as soon as reasonably practicable prepare a post-effective amendment to such Registration Statement or a supplement to the related prospectus, or file any other required document so that, as thereafter delivered to purchasers of the Shares included therein, such prospectus will not include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and

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(4) use its commercially reasonable efforts to cause all Shares to be listed on each securities exchange or market, if any, on which LIVK’s Shares are then listed.

c. LIVK agrees to indemnify and hold harmless, to the extent permitted by law, Investor (to the extent a seller under the Registration Statement), its directors, officers, employees, and agents, and each person who controls Investor (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) from and against any and all out-of-pocket losses, claims, damages, liabilities and expenses (including, without limitation, any reasonable attorneys’ fees and expenses incurred in connection with defending or investigating any such action or claim) (collectively, “Losses”), as incurred, that arise out of or are based upon any untrue or alleged untrue statement of material fact contained in any Registration Statement, prospectus included in any Registration Statement or preliminary prospectus or any amendment thereof or supplement thereto or arising out of or relating to any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein (in the case of any prospectus or form of prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading, except insofar as the same are caused by or contained in any information furnished in writing to LIVK by or on behalf of Investor expressly for use therein or Investor has omitted a material fact from such information or otherwise violated the Securities Act, Exchange Act or any state securities law or any other law, rule or regulation thereunder; provided, however, that the indemnification contained in this Section 7.c shall not apply to amounts paid in settlement of any Losses if such settlement is effected without the consent of LIVK (which consent shall not be unreasonably withheld, conditioned or delayed), nor shall LIVK be liable for any Losses to the extent they arise out of or are based upon a violation which occurs (A) in reliance upon and in conformity with written information furnished by Investor, (B) in connection with any failure of such person to deliver or cause to be delivered a prospectus made available by LIVK in a timely manner, (C) as a result of offers or sales effected by or on behalf of any person by means of a “free writing prospectus” (as defined in Rule 405 under the Securities Act) that was not authorized in writing by LIVK, or (D) in connection with any offers or sales effected by or on behalf of Investor in violation of the provisions hereof. LIVK shall notify Investor promptly of the institution, threat or assertion of any proceeding arising from or in connection with the transactions contemplated by this Section 7 of which LIVK is aware.

d. Investor agrees, severally and not jointly with any person that is a party to the Other Subscription Agreements, to indemnify and hold harmless, to the extent permitted by law, LIVK, its directors, officers, employees and agents and each person who controls LIVK (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) against any and all Losses, as incurred, that arise out of or are based upon any untrue or alleged untrue statement of material fact contained in any Registration Statement, prospectus included in any Registration Statement or preliminary prospectus or any amendment thereof or supplement thereto or arising out of or relating to any omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any prospectus or form of prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading, but only to the extent that such untrue statement or omission is contained in any information or affidavit so furnished in writing by Investor expressly for use therein; provided, however, that the indemnification contained in this Section 7.d shall not apply to amounts paid in settlement of any Losses if such settlement is effected without the consent of Investor (which consent shall not be unreasonably withheld, conditioned or delayed). Notwithstanding anything to the contrary herein, in no event shall the liability of Investor be greater in amount than the dollar amount of the net proceeds received by Investor upon the sale of the Shares purchased pursuant to this Subscription Agreement giving rise to such indemnification obligation.

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e. Any person entitled to indemnification herein shall (1) give prompt written notice to the indemnifying party of any claim with respect to which it seeks indemnification (provided that the failure to give prompt notice shall not impair any person’s right to indemnification hereunder to the extent such failure has not prejudiced the indemnifying party) and (2) permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party. If such defense is assumed, the indemnifying party shall not be subject to any liability for any settlement made by the indemnified party without its consent. An indemnifying party who elects not to assume the defense of a claim shall not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of legal counsel to any indemnified party a conflict of interest exists between such indemnified party and any other of such indemnified parties with respect to such claim. No indemnifying party shall, without the consent of the indemnified party (which consent shall not be unreasonably withheld, conditioned or delayed), consent to the entry of any judgment or enter into any settlement which cannot be settled in all respects by the payment of money (and such money is so paid by the indemnifying party pursuant to the terms of such settlement) or which settlement does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation.

f. The indemnification provided for under this Subscription Agreement shall remain in full force and effect regardless of any investigation made by or on behalf of the indemnified party and shall survive the transfer of the Shares purchased pursuant to this Subscription Agreement.

g. If the indemnification provided under this Section 7 from the indemnifying party is unavailable or insufficient to hold harmless an indemnified party in respect of any Losses referred to herein, then the indemnifying party, in lieu of indemnifying the indemnified party, shall contribute to the amount paid or payable by the indemnified party as a result of such losses, claims, damages, liabilities and expenses in such proportion as is appropriate to reflect the relative fault of the indemnifying party and the indemnified party, as well as any other relevant equitable considerations. The relative fault of the indemnifying party and indemnified party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, was made by, or relates to information supplied by, such indemnifying party or indemnified party, and the indemnifying party’s and indemnified party’s relative intent, knowledge, access to information and opportunity to correct or prevent such action. The amount paid or payable by a party as a result of the Losses or other liabilities referred to above shall be deemed to include, subject to the limitations set forth above, any legal or other fees, charges or expenses reasonably incurred by such party in connection with any investigation or proceeding. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution pursuant to this Section 7 from any person who was not guilty of such fraudulent misrepresentation. In no event shall the liability of Investor be greater in amount than the dollar amount of the net proceeds received by Investor upon the sale of the Shares purchased pursuant to this Subscription Agreement giving rise to such contribution obligation.

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8. Additional Investor Agreement. The Investor hereby agrees that, from the date of this Subscription Agreement, none of the Investor, its controlled affiliates, or any person or entity acting on behalf of Investor or any of its controlled affiliates or pursuant to any understanding with Investor or any of its controlled affiliates will engage in any Short Sales with respect to securities of LIVK prior to the Closing. For purposes of this Section 8, “Short Sales” shall include, without limitation, all “short sales” as defined in Rule 200 promulgated under Regulation SHO under the Exchange Act, and all types of direct and indirect stock pledges (other than pledges in the ordinary course of business as part of prime brokerage arrangements), forward sale contracts, options, puts, calls, swaps and similar arrangements (including on a total return basis), and sales and other transactions through non-U.S. broker dealers or foreign regulated brokers. Notwithstanding the foregoing, (i) nothing herein shall prohibit other entities under common management with the Investor that have no knowledge of this Subscription Agreement or of the Investor’s participation in the Transaction (including the Investor’s controlled affiliates and/or affiliates) from entering into any Short Sales and (ii) in the case of an Investor that is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of such Investor’s assets and the portfolio managers have no knowledge of the investment decisions made by the portfolio managers managing other portions of such Investor’s assets, this Section 8 shall only apply with respect to the portion of assets managed by the portfolio manager that made the investment decision to purchase the Subscription Amount covered by this Subscription Agreement.

9. Termination. This Subscription Agreement shall terminate and be void and of no further force and effect, and all rights and obligations of the parties hereunder shall terminate without any further liability on the part of any party in respect thereof, upon the earlier to occur of (a) such date and time as the Transaction Agreement is validly terminated in accordance with its terms, (b) upon the mutual written agreement of each of the parties hereto to terminate this Subscription Agreement with the written consent of AT, (c) if any of the conditions to Closing set forth in Section 3 of this Subscription Agreement are not satisfied or waived, or are not capable of being satisfied, on or prior to the Closing and, as a result thereof, the transactions contemplated by this Subscription Agreement will not be and are not consummated at the Closing or (d) December 31, 2021, in the event that the Closing does not occur on or prior to such date; provided that nothing herein will relieve any party from liability for any willful breach hereof prior to the time of termination, and each party will be entitled to any remedies at law or in equity to recover losses, liabilities or damages arising from any such breach. LIVK shall notify the Investor of the termination of the Transaction Agreement promptly after the termination of such agreement.

10.   Trust Account Waiver. The Investor acknowledges that LIVK is a blank check company with the powers and privileges to effect a merger, asset acquisition, reorganization or similar business combination involving LIVK and one or more businesses or assets. The Investor further acknowledges that, as described in LIVK’s prospectus relating to its initial public offering dated December 10, 2019 (the “Prospectus”) available at www.sec.gov, substantially all of LIVK’s assets consist of the cash proceeds of LIVK’s initial public offering and private placement of its securities, and substantially all of those proceeds have been deposited in a trust account (the “Trust Account”) for the benefit of LIVK, its public shareholders and the underwriter of LIVK’s initial public offering. Except with respect to interest earned on the funds held in the Trust Account that may be released to LIVK to pay its tax obligations, if any, the cash in the Trust Account may be disbursed only for the purposes set forth in the Prospectus. For and in consideration of LIVK entering into this Subscription Agreement, the receipt and sufficiency of which are hereby acknowledged, the Investor hereby irrevocably waives any and all right, title and interest, or any claim of any kind it has or may have in the future, in or to any monies held in the Trust Account, and agrees not to seek recourse against the Trust Account as a result of, or arising out of, this Subscription Agreement.

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11.   Miscellaneous.

a. Subject to the remainder of this Section 11, neither this Subscription Agreement nor any rights that may accrue to the Investor hereunder (other than the Shares acquired hereunder, if any) may be transferred or assigned (provided that, for the avoidance of doubt, LIVK may transfer and assign this Subscription Agreement and its rights hereunder in connection with the consummation of the Transaction).

b. LIVK may request from the Investor such additional information as LIVK may deem necessary to evaluate the eligibility of the Investor to acquire the Shares, and the Investor shall provide such information as may reasonably be requested. The Investor hereby agrees that its identity and the Subscription Agreement, as well as the nature of the Investor’s obligations hereunder, may be disclosed in any public announcement or disclosure required by the SEC and in any registration statement, proxy statement, consent solicitation statement or any other SEC filing to be filed by LIVK in connection with the issuance of shares contemplated by this Subscription Agreement and/or the Transaction.

c. (i) The Investor acknowledges that the LIVK, AT, the Placement Agent and others will rely on the acknowledgments, understandings, agreements, representations and warranties contained in this Subscription Agreement, and AT is a third-party beneficiary thereto. Prior to the Closing, the Investor agrees to promptly notify LIVK and the Placement Agent if any of the acknowledgments, understandings, agreements, representations and warranties set forth in Section 6 above are no longer accurate in any material respect (other than those acknowledgments, understandings, agreements, representations and warranties qualified by materiality, in which case the Investor shall notify LIVK and the Placement Agent if they are no longer accurate in all respects). The Investor further acknowledges and agrees that the Placement Agent is a third-party beneficiary of the representations and warranties of the Investor contained in Section 6 of this Subscription Agreement.

(ii) LIVK acknowledges that the Placement Agent will rely on the representations and warranties and warranties contained in this Subscription Agreement. Prior to the Closing, LIVK agrees to promptly notify the Placement Agent if any of the representations and warranties set forth in Section 5 above are no longer accurate in any material respect (other than those acknowledgments, understandings, agreements, representations and warranties qualified by materiality, in which case LIVK shall the Placement Agent if they are no longer accurate in all respects). LIVK further acknowledges and agrees that the Placement Agent is a third-party beneficiary of the representations and warranties of LIVK contained in Section 5 of this Subscription Agreement.

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d. AT, LIVK and the Placement Agent is each entitled to rely upon this Subscription Agreement and each is irrevocably authorized to produce this Subscription Agreement or a copy hereof to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby.

e. All of the agreements, representations and warranties made by each party hereto in this Subscription Agreement shall survive the Closing.

f. This Subscription Agreement may not be modified, waived or terminated (other than pursuant to the terms of Section 9 above) except by an instrument in writing, signed by each of the parties hereto with the written consent of AT. No failure or delay of either party in exercising any right or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such right or power, or any course of conduct, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the parties hereunder are cumulative and are not exclusive of any rights or remedies that they would otherwise have hereunder. Notwithstanding anything to the contrary herein, Section 6, Section 11(c), Section 11(d), this Section 11(f) and Section 12 may not be modified, waived or terminated in a manner that is material and adverse to the Placement Agent without the written consent of the Placement Agent.

g. This Subscription Agreement (including the schedule hereto) constitutes the entire agreement, and supersedes all other prior agreements, understandings, representations and warranties, both written and oral, among the parties, with respect to the subject matter hereof. Except as set forth in Section 11(c) with respect to the persons referenced therein, this Subscription Agreement shall not confer any rights or remedies upon any person other than the parties hereto, and their respective successor and assigns.

h. Except as otherwise provided herein, this Subscription Agreement shall be binding upon, and inure to the benefit of the parties hereto and their heirs, executors, administrators, successors, legal representatives, and permitted assigns, and the agreements, representations, warranties, covenants and acknowledgments contained herein shall be deemed to be made by, and be binding upon, such heirs, executors, administrators, successors, legal representatives and permitted assigns.

i. If any provision of this Subscription Agreement shall be adjudicated by a court of competent jurisdiction to be invalid, illegal or unenforceable, the validity, legality or enforceability of the remaining provisions of this Subscription Agreement shall not in any way be affected or impaired thereby and shall continue in full force and effect.

j. This Subscription Agreement may be executed in one or more counterparts (including by facsimile or electronic mail or in .pdf) and by different parties in separate counterparts, with the same effect as if all parties hereto had signed the same document. All counterparts so executed and delivered shall be construed together and shall constitute one and the same agreement.

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k. The parties hereto agree that irreparable damage would occur in the event that any of the provisions of this Subscription Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent breaches of this Subscription Agreement, without posting a bond or undertaking and without proof of damages, to enforce specifically the terms and provisions of this Subscription Agreement, this being in addition to any other remedy to which such party is entitled at law, in equity, in contract, in tort or otherwise.

l. Any notice or communication required or permitted hereunder shall be in writing and either delivered personally, emailed or sent by overnight mail via a reputable overnight carrier, or sent by certified or registered mail, postage prepaid, and shall be deemed to be given and received (i) when so delivered personally, (ii) when sent, with no mail undeliverable or other rejection notice, if sent by email, or (iii) three business days after the date of mailing to the address below or to such other address or addresses as such person may hereafter designate by notice given hereunder:

(i) if to Investor, to such address(es) or email address(es) set forth herein;

(ii) if to LIVK, to:

LIV Capital Acquisition Corp.

Torre Virreyes

Pedregal No. 24, Piso 6-601

Col. Molino del Rey

México, CDMX, 1104

Attention: Alexander R. Rossi

E-mail:        livk@livcapital.mx

with a required copy to (which copy shall not constitute notice):

Davis Polk & Wardwell LLP

450 Lexington Ave

New York, NY 10017

Attention:      Derek Dostal

Lee Hochbaum

Email: derek.dostal@davispolk.com
lee.hochbaum@davispolk.com

m.   The Investor shall pay all of its own expenses in connection with this Subscription Agreement and the transactions contemplated herein.

n. THE PARTIES HERETO IRREVOCABLY SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK AND THE SUPREME COURT OF THE STATE OF NEW YORK SOLELY IN RESPECT OF THE INTERPRETATION AND ENFORCEMENT OF THE PROVISIONS OF THIS SUBSCRIPTION AGREEMENT IN RESPECT OF THE TRANSACTIONS CONTEMPLATED HEREBY, AND HEREBY WAIVE, AND AGREE NOT TO ASSERT, AS A DEFENSE IN ANY ACTION, SUIT OR PROCEEDING FOR INTERPRETATION OR ENFORCEMENT HEREOF THAT THEY ARE NOT SUBJECT THERETO OR THAT SUCH ACTION, SUIT OR PROCEEDING MAY NOT BE BROUGHT OR IS NOT MAINTAINABLE IN SAID COURTS OR THAT VENUE THEREOF MAY NOT BE APPROPRIATE OR THAT THIS SUBSCRIPTION AGREEMENT MAY NOT BE ENFORCED IN OR BY SUCH COURTS, AND THE PARTIES HERETO IRREVOCABLY AGREE THAT ALL CLAIMS WITH RESPECT TO SUCH ACTION, SUIT OR PROCEEDING SHALL BE HEARD AND DETERMINED BY SUCH A NEW YORK STATE OR FEDERAL COURT. THE PARTIES HEREBY CONSENT TO AND GRANT ANY SUCH COURT JURISDICTION OVER THE PERSON OF SUCH PARTIES AND OVER THE SUBJECT MATTER OF SUCH DISPUTE AND AGREE THAT MAILING OF PROCESS OR OTHER PAPERS IN CONNECTION WITH SUCH ACTION, SUIT OR PROCEEDING IN THE MANNER PROVIDED IN THIS SECTION 11(n) OF THIS SUBSCRIPTION AGREEMENT OR IN SUCH OTHER MANNER AS MAY BE PERMITTED BY LAW SHALL BE VALID AND SUFFICIENT SERVICE THEREOF.

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EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS SUBSCRIPTION AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS SUBSCRIPTION AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS SUBSCRIPTION AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER; (II) SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THE FOREGOING WAIVER; (III) SUCH PARTY MAKES THE FOREGOING WAIVER VOLUNTARILY AND (IV) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS SUBSCRIPTION AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVER AND CERTIFICATIONS IN THIS SECTION 11(n).

o. This Subscription Agreement, and any claim or cause of action hereunder based upon, arising out of or related to this Subscription Agreement (whether based on law, in equity, in contract, in tort or any other theory) or the negotiation, execution, performance or enforcement of this Subscription Agreement, shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to the principles of conflicts of law thereof.

12. Non-Reliance and Exculpation. The Investor acknowledges that it is not relying upon, and has not relied upon, any statement, representation or warranty made by any person, firm or corporation (including, without limitation, the Placement Agent, any of its affiliates or any of its or their control persons, officers, directors and employees), other than the statements, representations and warranties of LIVK expressly contained in Section 5 of this Subscription Agreement, in making its investment or decision to invest in LIVK. The Investor agrees that none of (i) any other investor pursuant to this Subscription Agreement or any other subscription agreement related to the private placement of the Shares (including the respective controlling persons, officers, directors, partners, agents, or employees of any investor), (ii) the Placement Agent, its affiliates or any of its or their control persons, officers, directors or employees, or (iii) any other party to the Transaction Agreement, including any such party’s representatives, affiliates or any of its or their control persons, officers, directors or employees, that is not a party hereto shall be liable to the Investor, or to any other investor, pursuant to this Subscription Agreement or any other subscription agreement related to the private placement of the Shares for any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase of the Shares.

[SIGNATURE PAGES FOLLOW]

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IN WITNESS WHEREOF, the Investor has executed or caused this Subscription Agreement to be executed by its duly authorized representative as of the date set forth below.

Name of Investor:	State/Country of Formation or Domicile:
By:  ________________________________
Name:  _____________________________
Title:  ______________________________
Name in which Shares are to be registered (if different):	Date: ________, 2021
Investor’s EIN (if applicable):
Business Address-Street:	Mailing Address-Street (if different):
City, State, Zip:	City, State, Zip:
Attn:  ______________________________	Attn:  ______________________________
Telephone No.:	Telephone No.:
Facsimile No.:	Facsimile No.:
Number of Shares subscribed for:
Aggregate Subscription Amount: $	Price Per Share: $10.00

You must pay the Subscription Amount by wire transfer of United States dollars in immediately available funds to the account specified by LIVK in the Closing Notice.

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IN WITNESS WHEREOF, LIV Capital Acquisition Corp. has accepted this Subscription Agreement as of the date set forth below.

	LIV Capital Acquisition Corp.
	By:
	Name:
	Title:
Date: May 9, 2021

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SCHEDULE A

ELIGIBILITY REPRESENTATIONS OF THE INVESTOR

A. QUALIFIED INSTITUTIONAL BUYER STATUS

(Please check the applicable subparagraphs):

☐ We are a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act).

B. ACCREDITED INVESTOR STATUS

(Please check the applicable subparagraphs):

☐ We are an “accredited investor” (within the meaning of Rule 501(a) under the Securities Act or an entity in which all of the equity holders are accredited investors within the meaning of Rule 501(a) under the Securities Act), and have marked and initialed the appropriate box on the following page indicating the provision under which we qualify as an “accredited investor.”

Rule 501(a), in relevant part, states that an “accredited investor” shall mean any person who comes within any of the below listed categories, or who LIVK reasonably believes comes within any of the below listed categories, at the time of the sale of the securities to that person. The Investor has indicated, by marking and initialing the appropriate box below, the provision(s) below which apply to the Investor and under which the Investor accordingly qualifies as an “accredited investor.”

☐ Any bank, registered broker or dealer, insurance company, registered investment company, business development company, small business investment company;

☐ Any plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions for the benefit of its employees, if such plan has total assets in excess of $5,000,000;

☐ Any employee benefit plan, within the meaning of the Employee Retirement Income Security Act of 1974, if a bank, insurance company, or registered investment adviser makes the investment decisions, or if the plan has total assets in excess of $5,000,000;

☐ Any organization described in Section 501(c)(3) of the Internal Revenue Code, corporation, similar business trust, or partnership not formed for the specific purpose of acquiring the securities offered, with total assets in excess of $5,000,000;

☐ Any director or executive officer of LIVK;

☐ Any natural person whose individual net worth, or joint net worth with that person’s spouse, exceeds $1,000,000. For purposes of calculating a natural person’s net worth: (i) the person’s primary residence shall not be included as an asset; (ii) indebtedness that is secured by the person’s primary residence, up to the estimated fair market value of the primary residence at the time of the sale of securities, shall not be included as a liability (except that if the amount of such indebtedness outstanding at the time of sale of securities exceeds the amount outstanding 60 days before such time, other than as a result of the acquisition of the primary residence, the amount of such excess shall be included as a liability); and (iii) indebtedness that is secured by the person’s primary residence in excess of the estimated fair market value of the primary residence at the time of the sale of securities shall be included as a liability;

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☐ Any natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with that person’s spouse in excess of $300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year;

☐ Any trust with assets in excess of $5,000,000, not formed to acquire the securities offered, whose purchase is directed by a sophisticated person;

☐ Any entity in which all of the equity owners are accredited investors meeting one or more of the above tests;

☐ Any entity, of a type not listed in the first, fourth, eighth and ninth tests above, not formed for the specific purpose of acquiring the securities offered, owning investments in excess of $5,000,000;

☐ Any natural person holding in good standing one or more professional certifications or designations or credentials from an accredited education institution that the U.S. Securities and Exchange Commission (the “SEC”) has designated as qualifying an individual for accredited investor status. In determining whether to designate a professional certification or designation or credential from an accredited educational institution, the SEC will consider, among others, the following attributes: (i) the certification, designation, or credential arises out of an examination or series of examinations administered by a self-regulatory organization or other industry body or is issued by an accredited educational institution; (ii) the examination or series of examinations is designed to reliably and validly demonstrate an individual’s comprehension and sophistication in the areas of securities and investing; (iii) persons obtaining such certification, designation, or credential can reasonably be expected to have sufficient knowledge and experience in financial and business matters to evaluate the merits and risks of a prospectus investment; and (iv) an indication that an individual holds the certification or designation is either made publicly available by the relevant self-regulatory organization or other industry body or is otherwise independently verifiable;

☐ Any natural person who is a “knowledgeable employee,” as defined under the Investment Company Act of 1940, of LIVK of the securities being offered or sold where LIVK would be an investment company, as defined in Section 3 of such act, but for the exclusion provided by either section 3(c)(1) or section 3(c)(7) of such act;

☐ Any “family office,” as defined in rule 202(a)(11)(G)-1 under the Investment Advisers Act of 1940: (i) with assets under management in excess of $5,000,000; (ii) that is not formed for the specific purposes of acquiring the securities offered; and (iii) whose prospective investment is directed by a person who has such knowledge and experience in financial and business matters that such family office capable of evaluating the merits and risks of the prospective investment; or

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☐ Any “family client,” as defined in rule 202(a)(11)(G)-1 under the Investment Advisers Act of 1940, of a family office meeting the requirements in test directly above and whose prospective investment in LIVK is directed by such family office pursuant to (iii) of such test.

This page should be completed by the Investor

and constitutes a part of the Subscription Agreement.

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EX-10.2

Exhibit 10.2

[FORM OF]
VOTING AND SUPPORT AGREEMENT

This VOTING AND SUPPORT AGREEMENT (this “Agreement”) is being executed and delivered as of May 9, 2021, by and among the Person named on the signature page hereto (the “Equityholder”), LIV Capital Acquisition Corp., a Cayman Islands exempted company (together with its successors, including the resulting Delaware corporation after the consummation of the Domestication (as defined below), “LIVK”), and AgileThought, Inc., a Delaware corporation (together with its successors, including the surviving corporation in the Merger (as defined below), the “Company”). For purposes of this Agreement, LIVK, the Company and the Equityholder are each a “Party” and collectively the “Parties”. Each capitalized term used and not otherwise defined herein has the meaning ascribed to such term in the Merger Agreement (as defined below).

R E C I T A L S

WHEREAS, pursuant to and subject to the terms and conditions of that certain Agreement and Plan of Merger, dated as of the date hereof (the “Merger Agreement”), by and among LIVK and the Company, among other matters, (i) LIVK will domesticate as a Delaware corporation in accordance with the DGCL and the Cayman Islands Companies Law, and (ii) the Company will merge with and into LIVK (the “Merger”), with LIVK continuing as the surviving corporation;

WHEREAS, as of the date hereof, the Equityholder is the record and beneficial owner of the Company Shares set forth next to the Equityholder’s name on the signature pages hereto (such shares of capital stock, together with any other shares of capital stock or other equity interests of the Company in which the Equityholder acquires record and beneficial ownership after the date hereof, the “Subject Securities”); and

WHEREAS, the Equityholder is entering into this Agreement in order to induce LIVK and the Company to enter into the Merger Agreement and consummate the transactions contemplated thereby, pursuant to which the Equityholder will directly or indirectly receive a material benefit.

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Equityholder hereby covenants and agrees as follows:

Section 1. Voting.¹

(a) [The Equityholder agrees to take all actions necessary or advisable to execute and deliver the Company Shareholder Approval to the Company as promptly as practicable, and in any event within three (3) Business Days, following the date that LIVK receives, and notifies the Equityholder and the Company of LIVK’s receipt of, SEC approval and effectiveness of the Registration Statement or Proxy Statement.

¹ Sections 1(a) through 1(e) to be included for certain signatories.

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(b) From the date of this Agreement until to the date on which this Agreement is terminated in accordance with its terms [(the “Voting Period”)], at each meeting of the Company Shareholders, and in each written consent or resolutions of any of the Company Shareholders in which the Equityholder is entitled to vote or consent, the Equityholder hereby unconditionally and irrevocably agrees to be present for such meeting and vote (in person or by proxy), or consent to any action by written consent or resolution with respect to, as applicable, the Subject Securities and any other capital stock or other equity interests of the Company entitled to vote and over which the Equityholder has voting power (i) in favor of, and to adopt and approve, as applicable, the Merger Agreement, the Ancillary Agreements and the transactions contemplated thereby, (ii) in favor of the other matters set forth in the Merger Agreement to the extent required for the Company to carry out its obligations thereunder, and (iii) in opposition to: (A) any Acquisition Transaction and any and all other proposals (x) that could reasonably be expected to delay or impair the ability of the Company to consummate the transactions contemplated by the Merger Agreement or any Ancillary Agreement or (y) which are in competition with or materially inconsistent with the Merger Agreement or any Ancillary Agreement or (B) any other action or proposal involving the Company or any of its Subsidiaries that is intended, or would reasonably be expected, to prevent, impede, interfere with, delay, postpone or adversely affect in any material respect the transactions contemplated by the Merger Agreement or any Ancillary Agreement or would reasonably be expected to result in any of the conditions to the Company’s obligations under the Merger Agreement not being fulfilled.

(c) The Equityholder agrees not to deposit, and to cause its Related Parties not to deposit, any Subject Securities in a voting trust or subject any Subject Securities to any arrangement or agreement with respect to the voting of such Subject Securities, unless specifically requested to do so by the Company and LIVK in connection with the Merger Agreement, the Ancillary Agreements or the transactions contemplated thereby.

(d) The Equityholder agrees, except as contemplated by the Merger Agreement or any Ancillary Agreement, not to make, or in any manner participate in, directly or indirectly, a “solicitation” of “proxies” or consents (as such terms are used in the rules of the SEC) or powers of attorney or similar rights to vote, or seek to advise or influence any Person with respect to the voting of, any capital stock or other equity interests of the Company in connection with any vote or other action with respect to transactions contemplated by the Merger Agreement or any Ancillary Agreement, other than to recommend that the Company Shareholders vote in favor of the adoption of the Merger Agreement, the Ancillary Agreements and the transactions contemplated thereby (and any actions required in furtherance thereof and otherwise as expressly provided in this Section 1).

(e) The Equityholder agrees (i) to refrain from exercising any dissenters’ rights or rights of appraisal under applicable Law at any time with respect to the Merger Agreement, the Ancillary Agreements and the transactions contemplated thereby and (ii) not to commence or participate in any claim, derivative or otherwise, against the Company, LIVK or any of their respective Related Parties relating to the negotiation, execution or delivery of this Agreement or the Merger Agreement or the consummation of the Merger, including any claim (A) challenging the validity of, or seeking to enjoin the operation of, any provision of this Agreement or (B) alleging a breach of any fiduciary duty of the Board of Directors of the Company or LIVK in connection with this Agreement, the Merger Agreement or the Merger.]

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(f) The Equityholder agrees that from the date of this Agreement until to the date on which this Agreement is terminated in accordance with its terms [(the “Voting Period”)] it shall not, and shall cause its Related Parties not to, without LIVK’s and the Company’s prior written consent, (i) make or attempt to make any Transfer of Subject Securities, except (A) if the Equityholder is an individual, the Equityholder may Transfer any such Subject Securities (1) to any member of such Equityholder’s immediate family, or to a trust for the benefit of the Equityholder or any member of such Equityholder’s immediate family, the sole trustees of which are the Equityholder or any member of the Equityholder’s immediate family or (2) by will, other testamentary document or under the laws of intestacy upon the death of such Equityholder; or (B) if the Equityholder is an entity, the Equityholder may Transfer any Subject Securities to any partner, member or Affiliate of the Equityholder; provided that, in each case, such transferee of Subject Securities signs a joinder to this Agreement in a form reasonably acceptable to LIVK and the Company agreeing to be bound by this Section 1; (ii) grant any proxies or powers of attorney with respect to any or all of the Subject Securities; or (iii) take any action with the intent to prevent, impede, interfere with or adversely affect the Equityholder’s ability to perform its obligations under this Section 1. The Company hereby agrees to reasonably cooperate with LIVK in enforcing the transfer restrictions set forth in this Section 1.

(g) In the event of any equity dividend or distribution, or any change in the equity interests of the Company by reason of any equity dividend or distribution, equity split, recapitalization, combination, conversion, exchange of equity interests or the like, the term “Subject Securities” shall be deemed to refer to and include the Subject Securities as well as all such equity dividends and distributions and any securities into which or for which any or all of the Subject Securities may be changed or exchanged or which are received in such transaction. Without limiting the foregoing, the term “Subject Securities” shall be deemed to refer to and include any capital stock of the Company received by the Equityholder in connection with any conversion of debt securities or pursuant to any Contract that entitles the Equityholder to receive capital stock of the Company. Other than in respect of the AT Conversion, if applicable, the Equityholder agrees during the Voting Period to notify LIVK promptly in writing of the number and type of any additional Subject Securities acquired by the Equityholder, if any, after the date hereof.

(h) During the Voting Period, the Equityholder agrees to provide to LIVK, the Company and their respective Representatives any information regarding the Equityholder or the Company Shares that is reasonably requested by LIVK, the Company or their respective Representatives and required in order for the Company and LIVK to comply with Sections 9.04 (Proxy Statement; Registration Statement) and 9.08 (Form 8-K Filings) of the Merger Agreement. To the extent required by applicable Law, the Equityholder hereby authorizes the Company and LIVK to publish and disclose in any announcement or disclosure required by the SEC, Nasdaq or the Registration Statement (including all documents and schedules filed with the SEC in connection with the foregoing), the Equityholder’s identity and ownership of the Company Shares and the nature of the Equityholder’s commitments and agreements under this Agreement, the Merger Agreement and any other Ancillary Agreements; provided that (i) such publication or disclosure is made in compliance with the provisions of the Merger Agreement, and (ii) prior to any such publication or disclosure, the Company and LIVK have provided the Equityholder with a customary opportunity to review and comment upon such announcement or disclosure, which comments the Company and LIVK will consider in good faith.

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Section 2. [Restrictive Covenants.²

(a) Non-Solicitation of Company Personnel. During the period beginning on the date hereof and continuing until the third (3^rd) anniversary of the date of the Closing (the “Restricted Period”), the Equityholder shall not, directly or indirectly, whether for the Equityholder’s own account or for the account of any other Person:

(i) solicit, employ, or otherwise engage as an employee, independent contractor or otherwise, any Person who is an employee or independent contractor of the Company or any of its Subsidiaries as of the Closing or at any time during the period from the date of this Agreement until the Closing (any such Persons, “Covered Personnel”) or in any manner induce or attempt to induce any such Covered Personnel to terminate its employment or service with any of the Company or any of its Subsidiaries; or

(ii) interfere with the relationship of the Company or any of its Subsidiaries with any Covered Personnel;

provided that notwithstanding the foregoing, the Equityholder shall not be prohibited from placing any advertisements, including through media advertisements of general circulation, employment search firms, open job fairs, internet employment sites, LinkedIn notices or other generalized searches for positions to the public generally that are not targeted at any Covered Personnel.

(b) Non-Competition. In connection with her, his or its sale of Company Shares and/or receipt of consideration in respect thereof pursuant to the Merger Agreement, during the Restricted Period, the Equityholder shall not, and shall cause her, his or its Affiliates not to, directly or indirectly, without the prior written consent of LIVK, or after the Closing, the Surviving Pubco, (i) own, operate or otherwise engage in a Competitive Business, whether individually or as a director, officer, employee, member, manager, partner, principal, consultant, contractor, agent, representative, equityholder or lender of or to another Person that owns, operates or is otherwise engaged in a Competitive Business, or in any other individual, corporate or representative capacity, (ii) enter the employ of or render any services in any capacity or provide any advice to any Person that owns, operates or is otherwise engaged in a Competitive Business, (iii) acquire a financial interest in, or otherwise become actively involved with, any entity that any Person that owns, operates or is otherwise engaged in a Competitive Business, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant; provided that, notwithstanding the foregoing, the Equityholder and its Affiliates may hold as a passive investment up to 1% of any publicly traded class of securities of any Person that owns, operates or is otherwise engaged in Competitive Business (as long as such the Equityholder does not provide any services or other assistance to, or have any other involvement with, such Competitive Business). For purposes of this Agreement, “Competitive Business” means any Person or business that is competitive with the Company and its Affiliates (as their businesses are conducted or planned to be conducted as of the date hereof and as of the Closing), including any Person or business that develops, licenses or markets any products, or performs any services, that are competitive with the products and services developed, licensed or marketed by the Company and its Affiliates, in each case, with respect to all territories in which the Company or any of its Affiliates maintain places of business and/or market such products or services.

² Sections 2 to be included for certain signatories.

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(c) Non-Solicitation of Business Relationships. During the Restricted Period, the Equityholder shall not, directly or indirectly, whether for the Equityholder’s own account or for the account of any other Person induce or attempt to induce any customer, vendor or other business relationship of the Company or any of its Subsidiaries to cease or reduce doing business with the Company or any of its Subsidiaries or otherwise impair the business relationships of the Company or any of its Subsidiaries.

(d) Non-Disparagement. The Equityholder shall not, directly or indirectly, whether for the Equityholder’s own account or for the account of any other Person, make any statement, written or oral, that would disparage the Company or any of its Subsidiaries or the reputation of the Company or any of its Subsidiaries or any of their respective officers, managers, directors or employees; provided that it shall not be a violation of this Section 3 for such Equityholder to make, directly or indirectly, truthful statements under oath, as required by Law or as part of a litigation or administrative agency proceeding.

(e) The Equityholder (on her, his or its own behalf and on behalf of his Affiliates) acknowledges that LIVK would be unwilling to enter into the Merger Agreement and the Ancillary Agreements, or consummate the transactions contemplated thereby, in the absence of this Agreement, and that the covenants contained herein constitute a material inducement to LIVK to enter into, and consummate the transactions contemplated by (including payments of the amounts contemplated by), the Merger Agreement and the Ancillary Agreements. Without limiting the generality of the foregoing, the Equityholder (on her, his or its own behalf and on behalf of his Affiliates) acknowledges and agrees that the restrictions contained in this Section 2 are reasonable and necessary to protect the legitimate interests of LIVK, and it is the intention of the Parties that if any of the restrictions or covenants contained in this Section ‎2 are for any reason held invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Section 2, and this Section 2 shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. It is the further intention of the Parties that if any of the restrictions or covenants contained herein is held to cover a geographic area or to be for a length of time which is not permitted by applicable Law, or in any way construed to be too broad or to any extent invalid, such provision shall (to the maximum extent permitted by applicable Law) not be construed to be null, void and of no effect, but instead shall be construed and interpreted or reformed to provide for a covenant having the maximum enforceable geographic area, time period and other provisions (not greater than those contained herein) as shall be valid and enforceable under such applicable Law. If the Equityholder breaches any provision of this Section 2, with respect to such breached provision, the Restricted Period shall be tolled and shall not run for the length of such breach.]

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Section 3. Release. Effective as of the Closing, the Equityholder, on behalf of the Equityholder and her, his or its Related Parties (other than the Company and its Subsidiaries), successors and assigns (collectively, the “Releasing Parties”), forever waives, releases, remises and discharges LIVK, the Company and its Subsidiaries, their respective predecessors, successors and Related Parties and, in their capacities as such, the equityholders, directors, officers, employees, consultants, attorneys, agents, assigns and employee benefit plans of the foregoing (collectively, the “Released Parties”) from any claim, contention, demand, cause of action (at law or in equity) or Damages that such Releasing Parties may currently have, or may have in the future, (i) arising prior to, on or after the Closing Date (so long as the facts, circumstances, actions, omissions and/or events giving rise to such claim or Damages occurred on or prior to the Closing) relating to the Company or its Subsidiaries or any Subject Securities beneficially owned by the Equityholder (including any rights or interests therein), (ii) relating to the approval or consummation of the transactions contemplated hereby, the Merger Agreement, any Ancillary Agreement, or any other agreement contemplated herein or therein or (iii) arising under the governing documents of the Company or its Subsidiaries (including the Shareholders Agreement) (collectively, the “Released Claims”); provided, however, that the Released Claims shall not include any such claim or Damages relating to (a) the Equityholder’s rights to full and complete payment for the Equityholder’s Company Shares in accordance with the Merger Agreement, the Allocation Schedule and any updated Allocation Schedule, (b) if such Releasing Party is a Service Provider, rights to earned but unpaid wages or compensation, any accrued but unpaid or unused vacation and paid time off, any accrued vested benefits, and unreimbursed business expenses, (c) any right to indemnification as a present or former director, manager, officer or equityholder under any indemnification provisions relating to directors and officers, (d) that arise under or are based upon the terms of the Conversion Agreement, (e) the Fraud of a Released Party, or (f) any defenses that are necessary to enable the Equityholder to defend any claim asserted by a Released Party. The Equityholder (on behalf of the Releasing Parties) (i) represents that it has not assigned or transferred or purported to assign or transfer to any Person all or any part of, or any interest in, any claim, contention, demand, cause of action (at law or in equity) or Damages of any nature, character or description whatsoever, which is or which purports to be released or discharged by this Section 4 and (ii) acknowledges that the Releasing Parties may hereafter discover facts other than or different from those that it knows or believes to be true with respect to the subject matter of the Released Claims, but it hereby expressly agrees that, on and as of the Closing, the Equityholder (on behalf of the Releasing Parties) shall have waived and fully, finally and forever settled and released any known or unknown, suspected or unsuspected, asserted or unasserted, contingent or noncontingent claim with respect to the Released Claims, whether or not concealed or hidden, without regard to the subsequent discovery or existence of such different or additional facts. The Equityholder (on behalf of the Releasing Parties) hereby acknowledges and agrees that if the Equityholder or any other Releasing Party should hereafter make any claim or demand or commence or threaten to commence any Action against any Released Party with respect to any Released Claim, this Section 4 may be raised as a complete bar to any such Action, and the applicable Released Party may recover from the Equityholder all Damages incurred in connection with such Action, including its attorneys’ fees.

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Section 4. General Consent; Further Assurances.

(a) General Consent. Effective as of the Closing, save for any rights that arise under or are based upon the terms of the Conversion Agreement, the Equityholder hereby waives any rights such Equityholder may have as a holder of Subject Securities or with respect to the transactions contemplated by this Agreement, the Merger Agreement and the other Ancillary Agreements (including any consent rights, voting rights, preemptive rights, rights to repurchase, registration rights, rights of first refusal, rights of first offer, tag along rights or similar rights or restrictions on transfer and any rights to receive notices, opinions or similar documentation in advance of or in connection with such transfers or transactions, except as contemplated in the Merger Agreement), whether such rights arise under or pursuant to any governing documents of the Company (including the Shareholders Agreement), any other Contract, applicable Law or otherwise.

(b) Binding Effect of Merger Agreement. The Equityholder hereby represents that it has read the Merger Agreement and this Agreement, has had the opportunity to consult with its tax and legal advisors and fully understands and accepts all of the provisions of the Merger Agreement and this Agreement. The Equityholder hereby expressly acknowledges (i) that the Merger Consideration will be allocated as provided in the Allocation Schedule and any updated Allocation Schedule, and LIVK and, following the Closing, the Surviving Pubco, the Surviving Corporation and their Subsidiaries, shall be entitled to rely on the Allocation Schedule and any updated Allocation Schedule, and to make distributions of the Merger Consideration in accordance therewith, in each case without any obligation to investigate or verify the accuracy or correctness thereof and (ii) the provisions of Section 4.06 (Allocation Schedule) of the Merger Agreement.

Section 5. Further Assurances. The Equityholder agrees to execute and deliver, or cause to be executed and delivered, all further documents and instruments as LIVK may reasonably request to consummate and make effective the transactions contemplated by the Merger Agreement and this Agreement. Without limiting the foregoing, the Equityholder agrees that it shall, and shall cause its Related Parties to, (i) file or supply, or cause to be filed or supplied, in connection with the transactions contemplated by this Agreement and the Ancillary Agreements, all notifications and filings (or, if required by the relevant Governmental Authorities, drafts thereof) required to be filed or supplied pursuant to applicable Antitrust Laws or other regulatory Laws as promptly as practicable after the date hereof (and all such filings shall not be withdrawn or otherwise rescinded without the prior written consent of LIVK) and (ii) use its reasonable best efforts to provide, or cause to be provided, any information requested by Governmental Authorities in connection therewith.

Section 6. Restriction on Sale of Securities.

(a) The Equityholder hereby agrees and covenants that, it will not, during the period from the date of the Closing and ending on the earlier of (A) the date that is 180 days following the date of the Closing or (B) the date on which the closing price of shares of common stock of the Surviving Pubco on Nasdaq equals or exceeds $12.50 per share for any 20 trading days within a 30-trading day period following 150 days following the date of the Closing (the “Lock-Up Period”), (i) Transfer any equity interests of Surviving Pubco (including shares of Surviving Pubco Common Stock) received or retained as consideration under the Merger Agreement, including securities held in escrow or otherwise issued or delivered after the Closing pursuant to the Merger Agreement (collectively, the “Restricted Securities”) (a “Prohibited Transfer”). If any Prohibited Transfer is made or attempted contrary to the provisions of this Agreement, such purported Prohibited Transfer shall be null and void ab initio, and the Surviving Pubco shall refuse to recognize any such purported transferee of the Restricted Securities as one of its equity holders for any purpose. In order to enforce this Section 6, the Surviving Pubco may impose stop-transfer instructions with respect to the Restricted Securities of the Equityholder until the end of the Lock-Up Period, as well as include customary legends on any certificates for any of the Restricted Securities reflecting the restrictions under this Section 6.

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(b) Notwithstanding the provisions set forth in Section 6(a), the following Transfers of Restricted Securities during the Lock-Up Period are permitted: (i) to the Surviving Pubco’s officers or directors, or any Affiliates or family members of any of the Surviving Pubco’s officers or directors; (ii) in the case of an individual, Transfers by gift to a member of the individual’s immediate family, or to a trust, the beneficiary of which is a member of the individual’s immediate family or an affiliate of such person, or to a charitable organization; (iii) in the case of an individual, Transfers by virtue of laws of descent and distribution upon death of the individual; (iv) in the case of an individual, Transfers pursuant to a qualified domestic relations order; (v) in the case of an entity, Transfers to a stockholder, partner, member or Affiliate of such entity; (vi) in the case of an entity, Transfers by virtue of the laws of the state of the entity’s organization and the entity’s organizational documents upon dissolution of the entity; (vii) transactions relating to Surviving Pubco Common Stock or other securities convertible into or exercisable or exchangeable for Surviving Pubco Common Stock acquired in open market transactions after the Closing, provided that no such transaction is required to be, or is, publicly announced (whether on Form 4, Form 5 or otherwise, other than a required filing on Schedule 13F, 13G or 13G/A) during the Lock-Up Period; (viii) the exercise of any options or warrants to purchase Surviving Pubco Common Stock (which exercises may be effected on a cashless basis to the extent the instruments representing such options or warrants permit exercises on a cashless basis); (ix) Transfers to the Surviving Corporation to satisfy tax withholding obligations pursuant to the Surviving Corporation’s equity incentive plans or arrangements; (x) Transfers to the Surviving Corporation pursuant to any contractual arrangement in effect at the Closing that provides for the repurchase by the Surviving Corporation or forfeiture of the Equityholder’s Restricted Securities in connection with the termination of the Equityholder’s service to the Company; (xi) the entry, by the Equityholder, at any time after the Closing, of any trading plan providing for the sale of Surviving Pubco Common Stock by the Equityholder, which trading plan meets the requirements of Rule 10b5-1(c) under the Securities Exchange Act of 1934, as amended, provided, however, that such plan does not provide for, or permit, the sale of any Surviving Pubco Common Stock during the Lock-Up Period and no public announcement or filing is voluntarily made or required regarding such plan during the Lock-Up Period; (xii) transactions in the event of the Surviving Pubco’s completion of a liquidation, merger, amalgamation, share exchange, reorganization or other similar transaction which results in all of the equityholders of the Surviving Company or Surviving Pubco, as applicable, having the right to exchange their equity interests of Surviving Pubco for cash, securities or other property; (xiii) Transfers by the Equityholder in sell-to-cover transactions to satisfy tax obligations of the Equityholder in connection with the Equityholder’s receipt of Surviving Pubco Common Stock following the vesting and settlement of Company RSUs; provided, however, that, in the case of the foregoing clauses (i) through (vi) and (xiii), for such Transfer to be effective, the transferee must enter into a written agreement with the Surviving Pubco agreeing to be bound by this Section 6.

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(c) For purposes of this Agreement, “Transfer” means the (i) sale or assignment of, offer to sell, contract or agreement to sell, hypothecate, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder with respect to, any security, (ii) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any security, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (iii) public announcement of any intention to effect any transaction specified in clause (i) or (ii).

(d) For purposes of this Section 6, “immediate family” shall mean a spouse, domestic partner, child, grandchild or other lineal descendant (including by adoption), father, mother, brother or sister of the Equityholder; and “affiliate” shall have the meaning set forth in Rule 405 under the Securities Act of 1933, as amended.

Section 7. Equityholder Representations and Warranties. The Equityholder represents and warrants to LIVK as follows:

(a) Organization. If the Equityholder is not an individual, it is duly organized, validly existing and in good standing (where applicable) under the laws of the jurisdiction in which it is incorporated, organized or constituted, and the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby are within the Equityholder’s corporate or organizational powers and have been duly authorized by all necessary corporate or organizational action on the part of the Equityholder. If the Equityholder is an individual, the Equityholder has full legal capacity, right and authority to execute and deliver this Agreement and to perform his or her obligations hereunder.

(b) Ownership of Subject Securities. The Equityholder is the record and beneficial owner (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended) of, and has good and valid title to, all of the Equityholder’s Subject Securities (including those set forth on the Equityholder’s signature page hereto), free and clear of any Lien, or any other limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of such Subject Securities), except (i) transfer restrictions under the Securities Act of 1933, (ii) prior to the Closing, the governing documents of the Company (including the Shareholders Agreement) and (iii) this Agreement. The Equityholder’s Subject Securities set forth on the signature pages hereto are the only securities of the Company owned of record or beneficially by the Equityholder or the Equityholder’s Affiliates, family members or trusts for the benefit of the Equityholder or any of the Equityholder’s family members on the date of this Agreement. The Equityholder has the sole right to transfer and direct the voting of the Equityholder’s Subject Securities and, other than the Shareholders Agreement, none of the Equityholder’s Subject Securities are subject to any proxy, voting trust or other agreement, arrangement or restriction with respect to the voting of such Subject Securities, except as expressly provided herein for the benefit of LIVK. The Equityholder has the requisite voting power and the requisite power to agree to all of the matters set forth in this Agreement, with respect to all of its Subject Securities, in each case necessary to perform its obligations under this Agreement, with no limitations, qualifications or restrictions on such rights.

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(c) Authority. This Agreement has been duly executed and delivered by the Equityholder and, assuming the due authorization, execution and delivery hereof by LIVK and that this Agreement constitutes a legally valid and binding agreement of LIVK, this Agreement constitutes a legally valid and binding obligation of the Equityholder, enforceable against the Equityholder in accordance with the terms hereof (subject only to the effect, if any, of (i) applicable bankruptcy and other similar applicable Law affecting the rights of creditors generally and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies). If this Agreement is being executed in a representative or fiduciary capacity, the Person signing this Agreement has full power and authority to enter into this Agreement on behalf of the Equityholder.

(d) Non-Contravention. The execution and delivery of this Agreement by the Equityholder does not, and the performance by the Equityholder of its, his or her obligations hereunder will not, (i) result in a violation of applicable Law, except for such violations which would not reasonably be expected, individually or in the aggregate, to have a material effect upon such Equityholder’s ability to perform its obligations under the Merger Agreement or any Ancillary Agreement or to consummate the transactions contemplated thereby, (ii) if the Equityholder is not an individual, conflict with or result in a violation of the governing documents of the Equityholder, (iii) require any consent or approval that has not been given or other action (including notice of payment or any filing with any Governmental Authority) that has not been taken by any Person (including under any Contract binding upon the Equityholder or the Equityholder’s Subject Securities), except where the failure to obtain such consents or to take such actions would not reasonably be expected, individually or in the aggregate, to have a material effect upon such Equityholder’s ability to perform its obligations under the Merger Agreement or any Ancillary Agreement or to consummate the transactions contemplated thereby, or (iv) result in the creation or imposition of any Lien on the Equityholder’s Subject Securities. There is no beneficiary or holder of a voting trust certificate or other interest of any trust of which the Equityholder is a trustee whose consent is required for either the execution and delivery of this Agreement or the consummation by the Equityholder of the transactions contemplated by this Agreement that has not been obtained.

(e) Legal Proceedings. There is no Action pending against, or to the knowledge of the Equityholder, threatened against the Equityholder or any of its Affiliates, by or before (or that would be by or before) any Governmental Authority or arbitrator that, if determined or resolved adversely in accordance with the plaintiff’s demands, would reasonably be expected, individually or in the aggregate, to prevent or enjoin such Equityholder’s performance of its obligations under the Merger Agreement or any Ancillary Agreement. None of the Equityholder or any of its Affiliates is subject to any Governmental Order that would reasonably be expected, individually or in the aggregate, to prevent or enjoin such Equityholder’s performance of its obligations under the Merger Agreement or any Ancillary Agreement.

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(f) Trusts. If the Equityholder is the beneficial owner of any Subject Securities held in trust, no consent of any beneficiary of such trust is required in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby or by the Merger Agreement.

Section 8. Finders Fees. No investment banker, broker, finder or other intermediary is entitled to a fee or commission from the Equityholder, the Company or any of their respective Affiliates in respect of the Merger Agreement, this Agreement or any of the respective transactions contemplated thereby and hereby based upon any arrangement or agreement made by or, to the knowledge of the Equityholder, on behalf of the Equityholder, except as set forth on Section 5.15 of the Company Disclosure Schedule.

Section 9. The Company and LIVK Representations and Warranties. Each of the Company and LIVK, on behalf of itself, represents and warrants to the Equityholder as follows:

(a) Organization. It is duly organized, validly existing and in good standing (where applicable) under the laws of the jurisdiction in which it is incorporated, organized or constituted, and the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby are within the Company’s or LIVK’s corporate or organizational powers, as applicable, and have been duly authorized by all necessary corporate or organizational action on the part of the Company or LIVK, as applicable. Each of the Company and LIVK has full legal capacity, right and authority to execute and deliver this Agreement and to perform his or her obligations hereunder.

(b) Authority. This Agreement has been duly executed and delivered by each of the Company and LIVK, as applicable, and, assuming the due authorization, execution and delivery hereof by the Equityholder and that this Agreement constitutes a legally valid and binding agreement of the Equityholder, this Agreement constitutes a legally valid and binding obligation of each of the Company and LIVK, enforceable against each of the Company and LIVK in accordance with the terms hereof (subject only to the effect, if any, of (i) applicable bankruptcy and other similar applicable Law affecting the rights of creditors generally and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies). If this Agreement is being executed in a representative or fiduciary capacity, the Person signing this Agreement has full power and authority to enter into this Agreement on behalf of the Company or LIVK, as applicable.

(c) Non-Contravention. The execution and delivery of this Agreement by the Company and LIVK, as applicable, does not, and the performance by the Company and LIVK, as applicable, of its obligations hereunder will not, (i) result in a violation of applicable Law, except for such violations which would not reasonably be expected, individually or in the aggregate, to have a material effect upon such party’s ability to perform its obligations under the Merger Agreement or any Ancillary Agreement or to consummate the transactions contemplated thereby, (ii) conflict with or result in a violation of the governing documents of the Company or LIVK, as applicable, or (iii) require any consent or approval that has not been given or other action (including notice of payment or any filing with any Governmental Authority) that has not been taken by any Person, except where the failure to obtain such consents or to take such actions would not reasonably be expected, individually or in the aggregate, to have a material effect upon such party’s ability to perform its obligations under the Merger Agreement or any Ancillary Agreement or to consummate the transactions contemplated thereby. There is no beneficiary or holder of a voting trust certificate or other interest of any trust of which the Company or LIVK, as applicable is a trustee whose consent is required for either the execution and delivery of this Agreement or the consummation by the party of the transactions contemplated by this Agreement that has not been obtained.

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Section 10. No Ownership Interest. Nothing contained in this Agreement shall be deemed to vest in LIVK or any of its Subsidiaries any direct or indirect ownership or incidence of ownership of or with respect to the Company Shares. All rights, ownership and economic benefits of and relating to the Company Shares shall remain vested in and belong to the Equityholder, and neither LIVK nor any of its Subsidiaries shall have any authority to direct the Equityholder in the voting or disposition of any of the Company Shares, except as otherwise provided herein.

Section 11. Confidentiality.

(a) The Equityholder will not, and will cause its Representatives to not, disclose or use at any time, any Confidential Information of which the Equityholder or such Representative, as applicable, is or becomes aware, whether or not such information is developed by the Equityholder or any of its Representatives, except to the extent that such disclosure or use is directly related to and required by the Equityholder’s or its Representatives’ performance in good faith of duties assigned to the Equityholder or its Representatives by the Company, LIVK or any of their respective Subsidiaries. The Equityholder and its Representatives will take all appropriate steps to safeguard Confidential Information in its possession and to protect it against disclosure, misuse, espionage, loss and theft. Nothing herein shall be construed to prevent disclosure of Confidential Information to the extent necessary in connection with the defense of any Action involving the Equityholder or its Representatives (provided, that the Equityholder or such Representative, as applicable, shall use its commercially reasonable efforts to ensure that confidential treatment is afforded to such Confidential Information). The obligations in this Section 11 will not (x) prohibit the Equityholder from disclosing Confidential Information to its Representatives who have a reasonable need to know such information in connection with their role as a Representative of the Equityholder or (y) apply to any Confidential Information which is required to be disclosed by the Equityholder or its Representatives pursuant to any law, rule, regulation, order of any administrative body or court of competent jurisdiction or other legal process; provided that (i) to the extent permitted by applicable Law, the Company, LIVK or any of their respective Subsidiaries, as applicable, is given reasonable prior written notice, (ii) to the extent permitted by applicable Law, the Equityholder cooperates (and causes its Representatives to cooperate) with any reasonable request of the Company, LIVK or any of their respective Subsidiaries, as applicable, to seek to prevent or narrow such disclosure and (iii) if after compliance with clauses ‎(i) and ‎(ii) such disclosure is still required, the Equityholder and its Representatives only disclose such portion of the Confidential Information that is expressly required by such legal process, as such requirement may be subsequently narrowed. Notwithstanding the foregoing, under no circumstance will the Equityholder or any of its Representatives be authorized to disclose any information covered by attorney-client privilege or attorney work product of the Company, LIVK or any of their respective Subsidiaries without prior written consent of the Company’s (or following the Closing, Surviving Pubco’s) General Counsel or other officer designated by the Company (or, following the Closing, the Surviving Pubco).

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(b) For purposes of this Agreement the term “Confidential Information” shall mean all material and information that is not generally known to the public (but for purposes of clarity, Confidential Information shall never exclude any such information that becomes known to the public because of the Equityholder’s or its Representatives’ unauthorized disclosure) obtained by the Equityholder prior to the end of the Restricted Period and relating to the business, affairs and assets of the Company, LIVK or any of their respective Subsidiaries, regardless of whether such material and information is maintained in physical, electronic, or other form, including without limitation any of the following with respect to the Company, LIVK or any of their respective Subsidiaries (A) business, operating or strategic plans, (B) products or services, (C) fees, costs and pricing structures, (D) designs, (E) analyses, (F) drawings, photographs and reports, (G) computer software, including operating systems, applications and program listings, (H) flow charts, manuals and documentation, (I) databases, (J) accounting and business methods, (K) inventions, devices, new developments, methods and processes, whether patentable or unpatentable and whether or not reduced to practice, (L) customers and clients and customer or client lists, (M) other copyrightable works, (N) all production methods, processes, technology and trade secrets, and (O) all similar and related information in whatever form. Confidential Information also includes information disclosed to the Company, LIVK or any of their respective Subsidiaries by third parties to the extent that such party has an obligation of confidentiality in connection therewith. Confidential Information will not include any information that has been published in a form generally available to the public (except as a result of the Equityholder’s or its Representatives’ unauthorized disclosure) prior to the date the Equityholder proposes to disclose or use such information. Confidential Information will not be deemed to have been published or otherwise disclosed merely because individual portions of the information have been separately published, but only if all material features comprising such information have been published in combination.

Section 12. Remedies. The Equityholder acknowledges and agrees that the covenants contained in this Agreement are reasonable and necessary to protect the business and interests of the Company, LIVK, their respective Subsidiaries or their respective Affiliates and that any breach of these covenants would cause substantial irreparable injury. Accordingly, the Equityholder agrees that a remedy at law for any breach of this Agreement would be inadequate and that the Company, LIVK, their Subsidiaries or their respective Affiliates, in addition to any other remedies available, shall be entitled to obtain preliminary and permanent injunctive relief to secure specific performance of such covenants and to prevent a breach or contemplated breach of this Agreement without the necessity of proving actual damage or posting a bond or other security. The Equityholder will be responsible for any breach or violation of this Agreement by its Representatives. The occurrence of the Closing will not relieve the Equityholder of any obligation or liability arising from any breach by the Equityholder of this Agreement prior to the Closing.

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Section 13. Severability. Each provision of this Agreement is separable from every other provision of this Agreement. If any provision of this Agreement is found or held to be invalid, illegal or unenforceable, in whole or in part, by a court of competent jurisdiction, then (i) such provision will be deemed amended to conform to applicable laws so as to be valid, legal and enforceable to the fullest possible extent, (ii) the invalidity, illegality or unenforceability of such provision will not affect the validity, legality or enforceability of such provision under any other circumstances or in any other jurisdiction, and (iii) the invalidity, illegality or unenforceability of such provision will not affect the validity, legality or enforceability of the remainder of such provision or the validity, legality or enforceability of any other provision of this Agreement. Without limiting the foregoing, if any covenant of the Equityholder in this Agreement is held to be unreasonable, arbitrary, or against public policy, such covenant shall be considered to be divisible with respect to scope, time and geographic area, and such lesser scope, time or geographic area, or all of them, as a court of competent jurisdiction may determine to be reasonable, not arbitrary, and not against public policy, shall be effective, binding and enforceable against the Equityholder.

Section 14. Governing Law; Submission to Jurisdiction; WAIVER OF TRIAL BY JURY. Section 1.02, Section 12.07 and Section 12.13 of the Merger Agreement are incorporated herein by reference, mutatis mutandis.

Section 15. Waiver. No failure on the part of any Person to exercise any power, right, privilege or remedy under this Agreement, and no delay on the part of any Person in exercising any power, right, privilege or remedy under this Agreement, shall operate as a waiver of such power, right, privilege or remedy; and no single or partial exercise of any such power, right, privilege or remedy shall preclude any other or further exercise thereof or of any other power, right, privilege or remedy. Any extension or waiver in favor of the Equityholder of any provision hereto shall be valid only if set forth in an instrument in writing signed by LIVK and the Company; and provided, that any such waiver shall not be applicable or have any effect except in the specific instance in which it is given.

Section 16. Headings; Interpretation; Counterparts. The provisions of Section 13.08 of the Merger Agreement are hereby incorporated herein by reference, mutatis mutandis.

Section 17. Trust Account Waiver. The Equityholder acknowledges that LIVK is a blank check company with the powers and privileges to effect a Business Combination. The Equityholder 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 Equityholder 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 (i) if LIVK completes the transactions which constitute a Business Combination, then to those Persons and in such amounts as described in the Prospectus; and (ii) 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 Equityholder hereby irrevocably waives any right, title, interest or claim of any kind they have or may have in the future in or to any monies in the Trust Account and agree 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 17 shall amend, limit, alter, change, supersede or otherwise modify the right of the Equityholder to (A) bring any action or actions for specific performance, injunctive and/or other equitable relief or (B) 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).

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Section 18. Successors and Assigns. The provisions of this Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and assigns; provided that no Party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the prior written consent of the other Party, except that the Company, LIVK or any of their respective Subsidiaries may transfer or assign its rights and obligations under this Agreement, in whole or from time to time in part, to (i) one or more of its Affiliates at any time and (ii) after the Effective Time, to any Person; provided that no such transfer or assignment shall relieve such party of its obligations hereunder or enlarge, alter or change any obligation of any other Party.

Section 19. Trusts. If applicable, for purposes of this Agreement, the Equityholder with respect to any Subject Securities held in trust shall be deemed to be the relevant trust and/or the trustees thereof acting in their capacities as such trustees, in each case as the context may require, including for purposes of such trustees’ representations and warranties as to the proper organization of the trust, their power and authority as trustees and the non-contravention of the trust’s governing instruments.

Section 20. Amendments. This Agreement may only be amended or modified by an instrument in writing signed by each of the Equityholder, LIVK and the Company.

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Section 21. 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:

(a) if to LIVK, to:

LIV Capital Acquisition Corp.
Torre Virreyes
Pedregal No. 24, Piso 6-601
Col. Molino del Rey
México, CDMX, 11040
Attention:  Alex Rossi; Mariana Romero
Email:         arossi@livcapital.mx; mromero@livcapital.mx

with copies (which shall not constitute notice) to:

Davis Polk & Wardwell LLP
450 Lexington Avenue
New York, NY 10017
Attention:  Derek Dostal

    Leonard Kreynin

    Lee Hochbaum

Email:         derek.dostal@davispolk.com

     leonard.kreynin@davispolk.com
    lee.hochbaum@davispolk.com

(b) if to the Company, to:

AgileThought, Inc.
222 Urban Towers
Suite 1650 E
Irving, TX 75039
Attention:  Manuel Senderos

    Jorge Pliego
   Diana Abril

Email:        manuel.senderos@agilethought.com

     jorge.pliego@agilethought.com
    diana.abril@agilethought.com

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with copies (which shall not constitute notice) to:

Cooley LLP
101 California Street, 5^th Floor
San Francisco, CA 94111
Attention:  Nicole Brookshire

    Alfred Browne
   Matthew Browne

Email:         nbrookshire@cooley.com

    abrowne@cooley.com
   mbrowne@cooley.com

(c) if to the Equityholder, to the address set forth on the signature page hereto.

Section 22. Effectiveness; Termination. This Agreement shall become effective as of the date hereof and shall automatically terminate (without the requirement of any action by any party hereto) and be of no further force or effect upon the earliest to occur of (a) the Effective Time (except that the provisions of Sections 2, 4 and 6 shall survive the Effective Time and continue in full force and effect in accordance with their respective terms), (b) the date on which the Merger Agreement is terminated in accordance with its terms prior to the Effective Time, (c) the mutual written consent of LIVK, the Company and the Equityholder, and (d) the time at which the Equityholder delivers a written notice of termination to the other parties hereto within three business days of becoming aware of any modification, amendment or waiver of the Merger Agreement without Equityholder’s prior written consent that (i) decreases or changes the form of the Merger Consideration in a manner adverse to the Equityholder, (ii) imposes additional conditions to the obligations of the parties to the Merger Agreement to consummate the transactions contemplated thereby in a manner that materially adversely affects the Equityholder, (iii) modifies the conditions of the obligations of the parties to the Merger Agreement to consummate the transactions contemplated thereby in a manner that materially adversely affects the Equityholder or (iv) extends or otherwise changes the Termination Date in a manner other than as required or permitted by the Merger Agreement. Nothing in this Section 22 shall relieve any Party from liability for any intentional breach of this Agreement by such Party prior to the termination of this Agreement.

Section 23. Expenses. All costs and expenses incurred in connection with this Agreement shall be paid by the Party incurring such cost or expense.

Section 24. Capacity as Equityholder. Notwithstanding anything herein to the contrary, the Equityholder is signing this Agreement solely in the Equityholder’s capacity as a stockholder of the Company, and not in any other capacity and this Agreement shall not limit or otherwise affect the actions of the Equityholder or any Affiliate, employee or designee of the Equityholder or any of their respective Affiliates in his or her capacity, if applicable, as an officer or director of the Company or any other entity.

[Remainder of page intentionally left blank]

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IN WITNESS WHEREOF, each Party has duly executed this Agreement as of the date first written above.

LIVK: LIV CAPITAL ACQUISITION CORP.
By:
	Name:
	Title:
COMPANY:
AGILETHOUGHT, INC.
By:
	Name:
	Title:

[Signature Page to Voting and Support Agreement]

IN WITNESS WHEREOF, each Party has duly executed this Agreement as of the date first written above.

EQUITYHOLDER:

Printed Name:

Signature: 

By (if an entity): 

Title (if an entity) 

Email:

Address: 

Number of shares of Class A Common Stock held:

Number of shares of Class B Common Stock held:

[Signature Page to Voting and Support Agreement]

EX-10.3

Exhibit 10.3

May 9, 2021

LIV Capital Acquisition Corp.
Torre Virreyes

Pedregal No. 24, Piso 6-601

Col. Molino del Rey

México, CDMX, C.P. 11040

AgileThought, Inc.
222 Urban Towers
Suite 1650 E
Irving, TX 75039

Re: Sponsor Letter Agreement

Ladies and Gentlemen:

Reference is made to that certain Agreement and Plan of Merger, dated as of 9, 2021 (as amended, restated or otherwise modified from time to time, the “Merger Agreement”) by and among LIV Capital Acquisition Corp., a Cayman Island exempted company (including any successor entity thereto, including upon the Domestication, “LIVK”) and AgileThought, Inc., a Delaware corporation (the “Company”). Any capitalized term used in this Sponsor Letter Agreement (the “Sponsor Letter Agreement”) but not defined herein will have the meaning ascribed thereto in the Merger Agreement.

LIV Capital Acquisition Sponsor, L.P., a Cayman Islands exempted limited partnership (“Sponsor”) was, as of May 7, 2021, the record and beneficial owner of 2,012,500 shares of LIVK Class B Common Stock (including the shares of Surviving Pubco Common Stock into which such shares are converted as a result of the Domestication and the consummation of the transactions contemplated by the Merger Agreement, the “Founder Shares”). Following a transfer of certain of the Founder Shares by Sponsor to the Insiders, as of the date hereof, (i) Alexander R. Rossi (“Rossi”) is the record and beneficial owner of 275,588 Founder Shares (the “Rossi-Held Founder Shares”), (ii) Humberto Zesati (“Zesati”) is the record and beneficial owner of 337,255 Founder Shares (the “Zesati-Held Founder Shares”) and (iii) Miguel Ángel Dávila (together with Rossi and Zesati, the “Insiders”) is the record and beneficial owner of 333,921 Founder Shares (together with the Rossi-Held Founder Shares and the Zesati-Held Founder Shares, the “Insider-Held Founder Shares”).

For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Sponsor, the Company, LIVK and the Insiders agree as follows:

1. Redemption and Voting.

(a) Sponsor and the Insiders agree that if LIVK seeks shareholder approval of the transactions contemplated by the Merger Agreement, Sponsor and the Insiders shall not redeem any Founder Shares owned by them in connection with shareholder approval of the transactions contemplated by the Merger Agreement (the “Proposed Transaction”).

(b) Prior to the earlier of (x) date on which this Sponsor Letter Agreement is terminated in accordance with its terms and (y) the Closing (the “Voting Period”), at each meeting of the holders of LIVK Ordinary Shares (the “LIVK Shareholders”), and in each written consent or resolutions of any of the LIVK Shareholders in which Sponsor and the Insiders are entitled to vote or consent, Sponsor and each of the Insiders hereby unconditionally and irrevocably agrees to be present for such meeting and vote (in person or by proxy), or consent to any action by written consent or resolution with respect to, as applicable, the Founder Shares held by them or other equity interests of LIVK entitled to vote over which they have voting power (i) in favor of, and to adopt and approve, as applicable, the Merger Agreement, the Ancillary Agreements and the transactions contemplated thereby, (ii) in favor of the other matters set forth in the Merger Agreement to the extent required for LIVK to carry out its obligations thereunder, and (iii) in opposition to: (A) any Acquisition Transaction and any and all other proposals (1) that could reasonably be expected to delay or impair the ability of LIVK to consummate the transactions contemplated by the Merger Agreement or any Ancillary Agreement or (2) which are in competition with or materially inconsistent with the Merger Agreement or any Ancillary Agreement or (B) any other action or proposal involving LIVK or any of its Subsidiaries that is intended, or would reasonably be expected, to prevent, impede, interfere with, delay, postpone or adversely affect in any material respect the transactions contemplated by the Merger Agreement or any Ancillary Agreement or would reasonably be expected to result in any of the conditions to LIVK’s obligations under the Merger Agreement not being fulfilled.

(c) Sponsor and each of the Insiders agrees not to deposit, and to cause its Affiliates not to deposit, any Founder Shares held by them in a voting trust or subject any Founder Shares held by them to any arrangement or agreement with respect to the voting of such Founder Shares, unless specifically requested to do so by the Company and LIVK in connection with the Merger Agreement, the Ancillary Agreements or the transactions contemplated thereby.

(d) Sponsor and each Insider agrees, except as contemplated by the Merger Agreement or any Ancillary Agreement, not to make, or in any manner participate in, directly or indirectly, a “solicitation” of “proxies” or consents (as such terms are used in the rules of the SEC) or powers of attorney or similar rights to vote, or seek to advise or influence any Person with respect to the voting of, any equity interests of LIVK in connection with any vote or other action with respect to transactions contemplated by the Merger Agreement or any Ancillary Agreement, other than to recommend that the LIVK Shareholders vote in favor of the adoption of the Merger Agreement, the Ancillary Agreements and the transactions contemplated thereby (and any actions required in furtherance thereof and otherwise as expressly provided in this Section 1).

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(e) Sponsor and each Insider agrees that during the Voting Period it shall not, without LIVK’s and the Company’s prior written consent, (i) make or attempt to make any Transfer of Founder Shares except to an Affiliate who signs a joinder to this Agreement in a form reasonably acceptable to LIVK and the Company agreeing to be bound by this Section 1; (ii) grant any proxies or powers of attorney with respect to any or all of the Founder Shares held by them; or (iii) take any action with the intent to prevent, impede, interfere with or adversely affect Sponsor’s or any of the Insiders’ ability to perform its obligations under this Section 1. LIVK hereby agrees to reasonably cooperate with the Company in enforcing the transfer restrictions set forth in this Section 1.

(f) In the event of any equity dividend or distribution, or any change in the equity interests of LIVK by reason of any equity dividend or distribution, equity split, recapitalization, combination, conversion, exchange of equity interests or the like, the term “Founder Shares” shall be deemed to refer to and include the Founder Shares as well as all such equity dividends and distributions and any securities into which or for which any or all of the Founder Shares may be changed or exchanged or which are received in such transaction.

(g) During the Voting Period, Sponsor and each Insider agrees to provide to LIVK, the Company and their respective Representatives any information regarding Sponsor or the Founder Shares held by them that is reasonably requested by LIVK, the Company or their respective Representatives and required in order for the Company and LIVK to comply with Sections 9.04, 9.05 and 9.08 of the Merger Agreement. To the extent required by Applicable Law, Sponsor and each Insider hereby authorizes the Company and LIVK to publish and disclose in any announcement or disclosure required by the SEC, Nasdaq or the Registration Statement (including all documents and schedules filed with the SEC in connection with the foregoing), Sponsor’s and the Insiders’ identity and ownership of Founder Shares and the nature of Sponsor’s and the Insiders’ commitments and agreements under this Agreement, the Merger Agreement and any other Ancillary Agreements; provided that such publication or disclosure is made in compliance with the provisions of the Merger Agreement.

2. Deferred Founder Shares.

(a) Notwithstanding anything to the contrary in the Merger Agreement, each of the Insiders agrees as follows:

(i) if Available Cash is greater than $50,000,000, then no Founder Shares shall be deemed to be “Deferred Founder Shares” and Sections 2 through 6 hereof shall be void and of no force or effect;

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(ii) if Available Cash is less than Minimum Cash, then a number of the Insider-Held Founder Shares equal to 20% of the Founder Shares shall be deemed to be “Deferred Founder Shares” for purposes hereof; and

(iii) if Available Cash is equal to or greater than Minimum Cash but less than or equal to $50,000,000, then a number of the Insider-Held Founder Shares equal to a portion of 20% of the Founder Shares (such portion of 20% the Founder Shares to be an amount increasing linearly from 0% of the Founder Shares if Available Cash is $50,000,000 to 20% of the Founder Shares if Available Cash is equal to Minimum Cash) shall be deemed to be “Deferred Founder Shares” for purposes hereof.

(b) If any Founder Shares shall be required, pursuant to Section 2(a), to deemed to be Deferred Founder Shares, one-third of such aggregate number of Deferred Founder Shares shall be allocated to each Insider (provided that, in any event, the aggregate number of Deferred Founder Shares specified to be held by each of the Insiders pursuant to this Section 2(a) shall equal, in the aggregate, the number of Founder Shares required to be deemed Deferred Founder Shares pursuant to Section 2(a)).

(c) Each Insider agrees that it shall not Transfer any Deferred Founder Shares if and until such time, in any case on or before the third anniversary of the Closing (the three year period between the Closing and the third anniversary of the Closing, the “Deferred Founder Shares Lock-up Period”), that the last sale price as reported on Nasdaq of shares of Surviving Pubco Common Stock equals or exceeds $13.00 per share (as equitably adjusted for stock splits, stock dividends, special cash dividends, reorganizations, combinations, recapitalizations and similar transactions affecting the Surviving Pubco Common Stock) for twenty trading days within any thirty trading day period occurring after the Closing (the “Price Condition”).

3. The certificates evidencing the Deferred Founder Shares shall be stamped or otherwise imprinted with a legend in substantially the following form:

THE SECURITIES EVIDENCED HEREIN ARE SUBJECT TO RESTRICTIONS ON TRANSFER AND CERTAIN OTHER AGREEMENTS, SET FORTH IN THE SPONSOR LETTER AGREEMENT, DATED AS OF MAY 9, 2021, BY AND AMONG THE HOLDER HEREOF AND THE OTHER PARTIES THERETO.

4. Notwithstanding the provisions set forth in Section 2, Transfers of any Deferred Founder Shares, are permitted (a) to each Insider’s Affiliates or family members; and (b) to any Affiliates or other equityholders of the Sponsor; provided, however, that in the case of clauses (a) and (b), for such Transfer to be effective, these permitted transferees must enter into a written agreement with Surviving Pubco agreeing to be bound by the transfer restrictions and other provisions contained in this Sponsor Letter Agreement.

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5. Forfeiture of Founder Shares. In the event of the failure to achieve the Price Condition with respect to the Deferred Founder Shares on or prior to the completion of the Deferred Founder Shares Lock-up Period, as set forth in Section 2 above (the first Business Day following the end of such period, the “Forfeiture Date”), the Deferred Founder Shares shall be forfeited and transferred to Surviving Pubco by the holder that Beneficially Owns such Deferred Founder Shares, by no later than 10 Business Days after the Forfeiture Date, without any consideration for such Transfer (“Forfeited Shares”).

6. The Deferred Founder Shares that are subject to the achievement of the Price Condition shall cease to be subject to Transfer restrictions or forfeiture upon the first to occur of any of the following:

(a) if Surviving Pubco shall engage in a “going private” transaction pursuant to Rule 13e-3 under the Securities Exchange Act 1934, as amended (the “Exchange Act”) or otherwise cease to be subject to reporting obligations under Sections 13 or 15(d) of the Exchange Act;

(b) if Surviving Pubco Common Stock shall cease to be listed on a national securities exchange, other than for the failure to satisfy: (i) any applicable minimum listing requirements, including minimum round lot holder requirements, of such national securities exchange; or (ii) a minimum price per share requirement of such national securities exchange;

(c) if any of the following shall occur:

(i) there is consummated a merger or consolidation of the Surviving Pubco with any other corporation or other entity, and, immediately after the consummation of such merger or consolidation, either (x) the Surviving Pubco board of directors immediately prior to the merger or consolidation does not constitute at least a majority of the board of directors of the company surviving the merger or, if the surviving company is a Subsidiary, the ultimate parent entity thereof, or (y) the voting securities of the Surviving Pubco immediately prior to such merger or consolidation do not continue to represent or are not converted into more than 50% of the combined voting power of the then outstanding voting securities of the Person resulting from such merger or consolidation or, if the surviving company is a Subsidiary, the ultimate parent entity thereof; or

(ii) the shareholders of the Surviving Pubco approve a plan of complete liquidation or dissolution of the Surviving Pubco or there is consummated an agreement or series of related agreements for the sale, lease or other disposition, directly or indirectly, by the Surviving Pubco of all or substantially all of the assets of Surviving Pubco and its Subsidiaries, taken as a whole, other than such sale or other disposition by the Surviving Pubco of all or substantially all of the assets of the Surviving Pubco and its Subsidiaries, taken as a whole, to an entity at least 50% of the combined voting power of the voting securities of which are owned by shareholders of the Surviving Pubco in substantially the same proportions as their ownership of the Surviving Pubco immediately prior to such sale; or

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(iii) any Person or any group of Persons acting together which would constitute a “group” for purposes of Section 13(d) of the Exchange Act or any successor provisions thereto (excluding a corporation or other entity owned, directly or indirectly, by the stockholders of the Surviving Pubco in substantially the same proportions as their ownership of stock of the Surviving Pubco) is or becomes the Beneficial Owner, directly or indirectly, of securities of the Surviving Pubco representing more than 50% of the combined voting power of the Surviving Pubco’s then outstanding voting securities.

7. From and after the Closing and until such time as Sponsor and its Affiliates and their respective Permitted Transferees (as defined herein) cease to be the Beneficial Owners, directly or indirectly, of securities of the Surviving Pubco representing more than 4% of the combined voting power of the Surviving Pubco’s then outstanding voting securities, Sponsor shall be entitled to nominate one director designee to serve on the board of directors of Surviving Pubco. Surviving Pubco shall (i) include such director designee in its slate of nominees for election to the board of directors of Surviving Pubco at each annual or special meeting of the stockholders of Surviving Pubco at which the seat held by the director designee previously nominated by the Sponsor is subject to election and (ii) recommend that Surviving Pubco’s stockholders vote in favor of the election of such director designee at such annual or special meeting of Surviving Pubco’s stockholders and shall otherwise support such director designee in a manner no less rigorous and favorable than the manner in which Surviving Pubco supports its other nominees. Surviving Pubco and the board of directors of Surviving Pubco shall take all necessary actions to ensure that, at all times when a director designee is eligible to be appointed or nominated hereunder, there are sufficient vacancies on the board of directors of Surviving Pubco to permit such designation. For the avoidance of doubt, Sponsor shall not be required to comply with the advance notice provisions generally applicable to the nomination of directors by Surviving Pubco so long as Sponsor provides reasonable advance notice to Surviving Pubco of its director designee prior to the mailing of the applicable proxy statement by Surviving Pubco (provided that Surviving Pubco shall provide reasonable advance notice to Sponsor of the expected mailing date of such proxy).

8. Pursuant to Section 17.4 of the LIVK Governing Document, the Sponsor and the Insiders, in their capacity as the holders of at least a majority of the outstanding Founder Shares, hereby waive the adjustment to the Initial Conversion Ratio (as defined in the LIVK Governing Document) that would otherwise apply pursuant to Section 17.3 of the LIVK Governing Document as a result of the issuance of shares of Surviving Pubco Common Stock in connection with the transactions contemplated by the Merger Agreement pursuant to the PIPE Financing and the conversion at Closing of the Company’s convertible preferred stock issued in connection with the investment described in clause (iii) of the definition of “Available Cash” in the Merger Agreement (the “Conversion”) such that the shares of Surviving Pubco Common Stock issued pursuant to the PIPE Financing and the Conversion are excluded from the determination of the number of shares of Surviving Pubco Common Stock issuable upon conversion of the Founder Shares pursuant to Section 17.3 of the LIVK Governing Document. For the avoidance of doubt, the foregoing waiver does not waive the Sponsor’s rights under Section 17.8 of the LIVK Governing Document, which provides that in no event may any Founder Share convert into shares of Surviving Pubco Common Stock at a ratio that is less than one-for-one.

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9. As used herein, (a) “Beneficially Own” has the meaning ascribed to it in the Exchange Act; and (b) “Transfer” shall mean the (i) direct or indirect transfer, sale or assignment of, offer to sell, contract or any agreement to sell, hypothecate, pledge, encumber grant of any option to purchase or otherwise dispose of, either voluntarily or involuntarily, or any agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Exchange Act and the rules and regulations of the SEC promulgated thereunder with respect to, any security, (ii) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any security, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (iii) public announcement of any intention to effect any transaction specified in clause ‎(b)‎(i) or ‎(b)‎(ii).

10. Restriction on Sale of Securities.

(a) Subject to, and conditioned upon the occurrence and effective as of, the Effective Time, Section 6 of that certain letter agreement dated as of December 10, 2019 and executed by LIVK, Sponsor, the Insiders and certain other parties thereto shall be amended and restated to provide in its entirety as follows: “[Reserved].”

(b) Each of Sponsor and the Insiders hereby agrees and covenants that, such Person will not, during the period from the date of the Closing and ending on the earlier of (A) the date that is 180 days following the date of the Closing or (B) the date on which the closing price of shares of common stock of the Surviving Pubco on Nasdaq equals or exceeds $12.50 per share for any 20 trading days within a 30-trading day period following 150 days following the date of the Closing (the “Lock-Up Period”), Transfer any equity interests of Surviving Pubco (including shares of Surviving Pubco Common Stock) received or retained as consideration under the Merger Agreement, including securities held in escrow or otherwise issued or delivered after the Closing pursuant to the Merger Agreement, and any other equity interests of Surviving Pubco Beneficially Owned by such Person (collectively, the “Restricted Securities”) (a “Prohibited Transfer”). If any Prohibited Transfer is made or attempted contrary to the provisions of this Sponsor Letter Agreement, such purported Prohibited Transfer shall be null and void ab initio, and the Surviving Pubco shall refuse to recognize any such purported transferee of the Restricted Securities as one of its equity holders for any purpose. In order to enforce this Section 10, the Surviving Pubco may impose stop-transfer instructions with respect to the Restricted Securities of each of the Sponsor and the Insiders until the end of the Lock-Up Period, as well as include customary legends on any certificates for any of the Restricted Securities reflecting the restrictions under this Section 10.

(c) Notwithstanding the provisions set forth in Section 10(b), the following Transfers of Restricted Securities during the Lock-Up Period are permitted: (i) to the Surviving Pubco’s officers or directors, or any Affiliates or family members of any of the Surviving Pubco’s officers or directors; (ii) in the case of an individual, Transfers by gift to a member of the individual’s immediate family, or to a trust, the beneficiary of which is a member of the individual’s immediate family or an affiliate of such person, or to a charitable organization; (iii) in the case of an individual, Transfers by virtue of laws of descent and distribution upon death of the individual; (iv) in the case of an individual, Transfers pursuant to a qualified domestic relations order; (v) in the case of an entity, Transfers to a stockholder, partner, member or Affiliate of such entity; (vi) in the case of an entity, Transfers by virtue of the laws of the state of the entity’s organization and the entity’s organizational documents upon dissolution of the entity; (vii) transactions relating to Surviving Pubco Common Stock or other securities convertible into or exercisable or exchangeable for Surviving Pubco Common Stock acquired in open market transactions after the Closing, provided that no such transaction is required to be, or is, publicly announced (whether on Form 4, Form 5 or otherwise, other than a required filing on Schedule 13F, 13G or 13G/A) during the Lock-Up Period; (viii) the exercise of any options or warrants to purchase Surviving Pubco Common Stock (which exercises may be effected on a cashless basis to the extent the instruments representing such options or warrants permit exercises on a cashless basis); (ix) Transfers to the Surviving Corporation to satisfy tax withholding obligations pursuant to the Surviving Corporation’s equity incentive plans or arrangements; (x) the entry, by the applicable holder of the Restricted Securities that is party hereto, at any time after the Closing, of any trading plan providing for the sale of Surviving Pubco Common Stock by such holder, which trading plan meets the requirements of Rule 10b5-1(c) under the Securities Exchange Act of 1934, as amended, provided, however, that such plan does not provide for, or permit, the sale of any Surviving Pubco Common Stock during the Lock-Up Period and no public announcement or filing is voluntarily made or required regarding such plan during the Lock-Up Period; (xi) transactions in the event of the Surviving Pubco’s completion of a liquidation, merger, amalgamation, share exchange, reorganization or other similar transaction which results in all of the equityholders of the Surviving Company or Surviving Pubco, as applicable, having the right to exchange their equity interests of Surviving Pubco for cash, securities or other property; (xii) Transfers by a party hereto in sell-to-cover transactions to satisfy tax obligations of such party in connection with such party’s receipt of Surviving Pubco Common Stock following the vesting and settlement of Company RSUs, if applicable; provided, however, that, in the case of the foregoing clauses (i) through (vi) and (xii), for such Transfer to be effective, the transferee must enter into a written agreement with the Surviving Pubco agreeing to be bound by this Section 10. The transferees with respect to any of the Transfers described in clauses (i) through (vi) of the preceding sentence are referred to herein as “Permitted Transferees.”

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(d) For purposes of this Section 10, “immediate family” shall mean a spouse, domestic partner, child, grandchild or other lineal descendant (including by adoption), father, mother, brother or sister of the applicable party hereto; and “affiliate” shall have the meaning set forth in Rule 405 under the Securities Act of 1933, as amended.

11. This Sponsor Letter Agreement and the other agreements referenced herein constitute the entire agreement and understanding of the parties hereto in respect of the subject matter hereof and supersede all prior understandings, agreements, or representations by or among the parties hereto, written or oral, to the extent they relate in any way to the subject matter hereof or the transactions contemplated hereby. This Sponsor Letter Agreement may not be changed, amended, modified or waived (other than to correct a typographical error) as to any particular provision, except by a written instrument executed by LIVK, or after the Closing, Surviving Pubco and, before the Closing, the Company and the other parties charged with such change, amendment, modification or waiver, it being acknowledged and agreed that the Company’s execution of such an instrument will not be required after a termination of the Merger Agreement in accordance with its terms prior to the Closing.

12. No party hereto may, except as set forth herein, assign either this Sponsor Letter Agreement or any of its rights, interests, or obligations hereunder without the prior written consent of the other parties. Any purported assignment in violation of this Section shall be void and ineffectual and shall not operate to transfer or assign any interest or title to the purported assignee. This Sponsor Letter Agreement shall be binding on, and inure to the benefit of, the Sponsor, the Insiders, LIVK and the Company and their respective successors, heirs, personal representatives and assigns and permitted transferees.

13. Any notice, consent or request to be given in connection with any of the terms or provisions of this Sponsor Letter Agreement shall be in writing and shall be sent or given in accordance with the terms of Section 12.03 of the Merger Agreement to the applicable party at its principal place of business. Any notice to Sponsor or any of the Insiders shall be sent to the address set forth on such Person’s signature page hereto.

14. This Sponsor Letter Agreement shall terminate at such time, if any, as the Merger Agreement is terminated in accordance with its terms prior to the Closing. In the event of a termination of the Merger Agreement in accordance with its terms prior to the Closing, this Sponsor Letter Agreement shall be of no force or effect. No such termination or reversion shall relieve the Sponsor, the Insiders LIVK or the Company from any obligation accruing, or liability resulting from an intentional breach of this Sponsor Letter Agreement occurring prior to such termination or reversion.

15. Each of the parties hereto represents and warrants that (a) it has the power and authority, or capacity, as the case may be, to enter into this Sponsor Letter Agreement and to carry out its obligations hereunder, (b) the execution and delivery of this Sponsor Letter Agreement and the performance of its obligations hereunder have been duly and validly authorized by all corporate or limited liability company action on its part and (c) this Sponsor Letter Agreement has been duly and validly executed and delivered by each of the parties hereto and constitutes, a legal, valid and binding obligation of each such party enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy laws, other similar Applicable Law affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies.

16. Each of the parties hereto agrees to execute and deliver hereafter any further document, agreement or instrument of assignment, transfer or conveyance as may be necessary or desirable to effectuate the purposes hereof and as may be reasonably requested in writing by another party hereto.

17. Sections 12.05, 12.07, 12.08, 12.12, 12.13, 12.15 and 12.16 of the Merger Agreement shall apply mutatis mutandis to this Sponsor Letter Agreement.

[Signature Pages Follow]

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Sincerely,

LIV CAPITAL ACQUISITION SPONSOR, L.P.

Acting by LIV GP Master, S.A.P.I. de C.V., its General Partner

By:	/s/ Humberto Zesati
	Name: Humberto Zesati
	Title: Managing Director

/s/ Alexander R. Rossi

ALEXANDER R. ROSSI

/s/ Humberto Zesati

HUMBERTO ZESATI

/s/ Miguel Angel Davila

MIGUEL ÁNGEL DÁVILA

[Signature Page to Sponsor Letter Agreement]

Acknowledged and Agreed:

LIV CAPITAL ACQUISITION CORP.
By:	/s/ Alexander R. Rossi
	Name:	Alexander R. Rossi
	Title:	Chief Executive Officer and Chairman

[Signature Page to Sponsor Letter Agreement]

Acknowledged and Agreed:

AGILETHOUGHT, INC.
By:	/s/ Manuel Senderos Fernandez
	Name:	Manuel Senderos Fernandez
	Title:	Chief Executive Officer

[Signature Page to Sponsor Letter Agreement]

EX-10.4

Exhibit 10.4

[FORM OF]

AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT

THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2021, is made and entered into by and among AgileThought, Inc., a Delaware corporation (the “Company”) (formerly known as LIV Capital Acquisition Corp., a Cayman Islands exempted company prior to its domestication as a Delaware corporation), LIV Capital Acquisition Sponsor, L.P., a Cayman Islands exempted limited partnership (the “Sponsor”), and the other undersigned parties listed as Holders on the signature pages hereto (each, a “Holder” and, collectively, the “Holders”).

RECITALS

WHEREAS, concurrently with the execution of this Agreement, the Company is consummating the transactions contemplated by that certain Agreement and Plan of Merger (the “Merger Agreement”), dated as of May 9, 2021, by and between the Company and AgileThought, Inc., a Delaware corporation (“AgileThought”), pursuant to which AgileThought shall be merged with and into the Company, with the Company surviving the merger (the “Business Combination”);

WHEREAS, on December 10, 2019, the Company and the Sponsor entered into that certain Sponsor Warrants Purchase Agreement, pursuant to which the Sponsor purchased 2,811,250 warrants (the “Private Placement Warrants”), in a private placement transaction occurring simultaneously with the closing of the Company’s initial public offering each Private Placement Warrant entitling the holder thereof to purchase one Ordinary Share at a price of $11.50;

WHEREAS, the Company, EarlyBirdCapital, Inc. and the Sponsor are parties to that certain Registration Rights Agreement dated as of December 10, 2019, (the “Original Agreement”), pursuant to which the Company granted EarlyBirdCapital, Inc. and the Sponsor certain registration rights with respect to certain securities of the Company; and

WHEREAS, as a condition of, and as a material inducement for AgileThought to enter into and consummate the transactions contemplated by the Merger Agreement, the Company and the Sponsor have agreed to amend and restate the Original Agreement in order to provide certain registration rights relating to the registration of shares of Common Stock held by the equityholders of AgileThought, as of and contingent upon the closing of the Business Combination.

NOW, THEREFORE, in consideration of the representations, covenants and agreements contained herein, and certain other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree that the Original Agreement is hereby amended and restated in its entirety, as of and contingent upon the closing of the Business Combination as follows:

ARTICLE I
DEFINITIONS

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

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

“Affiliate” means, with respect to any specified person, any other person who, directly or indirectly, controls, is controlled by, or is under common control with such person, including without limitation any general partner, managing member, executive officer or director of such person or any investment fund now or hereafter existing that is controlled by one or more general partners or managing members of, or shares the same management company with, such person.

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

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

“Business Day” means any day, other than a Saturday or a Sunday, that is neither a legal holiday nor a day on which banking institutions are generally authorized or required by law or regulation to close in the City of New York, New York.

“Closing” shall have the meaning given in the Merger Agreement.

“Commission” shall mean the United States Securities and Exchange Commission and any successor agency performing comparable functions.

“Common Stock” shall mean the Class A shares of common stock, par value $0.0001 per share, of the Company outstanding immediately following the transactions contemplated by the Merger Agreement.

“Common Stock Equivalents” shall mean any rights, warrants, options, convertible securities or indebtedness, exchangeable securities or indebtedness, or other rights, exercisable for or convertible or exchangeable into, directly or indirectly, Common Stock and securities convertible or exchangeable into Common Stock, whether at the time of issuance or upon the passage of time or the occurrence of any future event, including any units of the Company.

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

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

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

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

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

“Form S-1 Shelf” shall have the meaning given in subsection 2.1.6.

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

“Form S-3 Shelf” shall have the meaning given in subsection 2.1.6.

“Founder Shares Lock-up Period” shall mean, with respect to the Common Stock held by the Sponsor from and after the closing of the Business Combination, the period ending on the earlier of (A) one year after the date hereof or (B) subsequent to the date hereof, (x) if the last reported sale price of a share of Common Stock equals or exceeds $12.50 per share (as adjusted for share subdivisions, share capitalizations, rights issuances, subdivisions, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the date of the closing of the Business Combination or (y) in any case, if after, the date hereof, the Company completes a liquidation, merger, amalgamation, share exchange, reorganization or other similar transaction that results in all of the Company’s public shareholders having the right to exchange their shares of Common Stock for cash, securities or other property.

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

“Immediate Family Member” means a child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including adoptive relationships, of a natural person referred to herein.

“Insider Letter” shall mean that certain letter agreement, dated as of December 10, 2019, by and among the Company, the Sponsor and each of the Company’s officers, directors and director nominees.

“Lock-up Period” shall have the meaning given in subsection 3.6.1.

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

“Merger Agreement” shall have the meaning set forth in the Recitals hereto.

“Minimum Demand Threshold” shall mean $10.0 million.

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

“Original Agreement” shall have the meaning set forth in the Recitals hereto.

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

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

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

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

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

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

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

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

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

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

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

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

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

(F) reasonable fees and expenses of one legal counsel selected by the majority-in-interest of the Demanding Holders initiating a Demand Registration or Underwritten Offering off of a Shelf.

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

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

“Restricted Securities” shall have the meaning given in subsection 3.6.1.

“Securities Act” shall mean the Securities Act of 1933, as amended from time to time, and the rules and regulations promulgated thereunder.

“Shelf Underwriting Request” shall have the meaning given in subsection 2.1.6.

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

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

“Underwritten Block Trade” shall have the meaning given in subsection 2.1.6.

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

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ARTICLE II
REGISTRATIONS

2.1 Demand Registration.

2.1.1 Request for Registration. Subject to the provisions of subsection ‎2.1.4, subsection 2.1.6 and Section ‎2.4, at any time and from time to time on or after the date the Company consummates the Business Combination, either (i) one or more Holders (other than the Sponsor or its Affiliates or transferees) or (ii) the Sponsor or its Affiliates or transferees, in either case of clause (i) or (ii) representing Registrable Securities with a total offering price reasonably expected to exceed, in the aggregate, the Minimum Demand Threshold, may make a written demand for Registration of all or part of their Registrable Securities, which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof (such written demand, a “Demand Registration” and such persons making such written demand, the “Demanding Holders”). The Company shall, within ten (10) days of the Company’s receipt of the Demand Registration, notify, in writing, all other Holders of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Requesting Holder”) shall so notify the Company, in writing, within five (5) Business Days after the receipt by the Holder of the notice from the Company. Upon receipt by the Company of any such written notification from a Requesting Holder(s) to the Company, such Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and the Company shall (i) file a Registration Statement in respect of all Registrable Securities requested by the Demanding Holders and Requesting Holder(s) pursuant such Demand Registration, not more than forty five (45) days immediately after the Company’s receipt of the Demand Registration, and (ii) shall effect the registration thereof as soon as practicable thereafter. Under no circumstances shall the Company be obligated to effect more than (x) an aggregate of five (5) Registrations pursuant to a Demand Registration initiated by one or more Holders (other than the Sponsor or its Affiliates or transferees), with each of (1) Nexxus Capital Private Equity Fund, VI L.P. and Banco Nacional de México, S.A., member of Grupo Financiero Banamex, División Fudicuaria, in its capacity as Trustee of the Trust “Nexxus Capital VI” and identified with number No. F/173183” together with their Affiliates and transferees collectively and (2) Banco Nacional de México S.A., Integrante del Grupo Financiero Banamex, División Fiduciaria, como Fiduciario del Fideicomiso Irrevocable F/17937-8 together with its Affiliates and transferees being entitled to initiate up to two (2) Registrations pursuant to this clause (x) and (y) an aggregate of two (2) Registrations pursuant to a Demand Registration initiated by the Sponsor or its Affiliates or transferees, in each case under this subsection ‎2.1.1 with respect to any or all Registrable Securities; provided, however, that a Registration shall not be counted for such purposes unless a Form S-1 or any similar long-form registration statement that may be available at such time (“Form S-1”) has become effective and all of the Registrable Securities requested by the Requesting Holders to be registered on behalf of the Requesting Holders in such Form S-1 Registration have been sold, in accordance with Section ‎3.1 of this Agreement.

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

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2.1.3 Underwritten Offering. Subject to the provisions of subsection ‎2.1.4, subsection 2.1.6 and Section ‎2.4 hereof, if the Demanding Holder or Holders so elect and such Demanding Holder or Holders advise the Company as part of its Demand Registration that the offering of the Registrable Securities pursuant to such Demand Registration shall be in the form of an Underwritten Offering, then the right of each Demanding Holder and Requesting Holder to include its Registrable Securities in such Registration shall be conditioned upon such Holder’s participation in such Underwritten Offering and the inclusion of such Holder’s Registrable Securities in such Underwritten Offering to the extent provided herein. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this subsection ‎2.1.3 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by a majority-in-interest of the Demanding Holders initiating the Demand Registration.

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

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2.1.5 Demand Registration Withdrawal. Any Demanding Holder or Requesting Holder shall have the right in their sole discretion to withdraw from a Registration pursuant to such Demand Registration or an Underwritten Offering pursuant to a Shelf Underwriting Request for any or no reason whatsoever upon written notification to the Company and the Underwriter or Underwriters (if any) of their intention to withdraw from such Registration prior (x) in the case of a Demand Registration not involving an Underwritten Offering, to the effectiveness of the Registration Statement filed with the Commission with respect to the Registration of their Registrable Securities pursuant to such Demand Registration or (y) in the case of an Underwritten Offering, to the pricing of such Underwritten Offering; provided, however, that upon withdrawal by a majority-in-interest of the Demanding Holders initiating a Demand Registration or Underwritten Offering pursuant to a Shelf Underwriting Request, the Company shall cease all efforts to secure effectiveness of the applicable Registration Statement or complete the Underwritten Offering, as applicable. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Registration pursuant to a Demand Registration and an Underwritten Offering pursuant to a Shelf Underwriting Request prior to its withdrawal under this subsection 2.1.5.

2.1.6 Shelf Registration. The Company shall file within forty-five (45) days of Closing, and use commercially reasonable efforts to cause to be declared effective as soon as practicable thereafter and no later than the earlier of (x) the 90^th calendar day (or 120^th calendar day if the Commission notifies the Company that it will “review” the Registration Statement) following the filing date and (y) the tenth (10^th) Business Day after the date the Company is notified (orally or in writing, whichever is earlier) by the Commission that the Registration Statement will not be “reviewed” or will not be subject to further review , a Registration Statement for a shelf registration statement under Rule 415 of the Securities Act on Form S-1 (the “Form S-1 Shelf”) or, if the Company is eligible to use a Registration Statement on Form S-3, a shelf registration statement under Rule 415 of the Securities Act on Form S-3 (the “Form S-3 Shelf” and together with the Form S-1 Shelf, each a “Shelf”), in each case, covering the resale of all the Registrable Securities (determined as of two Business Days prior to such filing) on a delayed or continuous basis. Such Shelf shall provide for the resale of the Registrable Securities included therein pursuant to any method or combination of methods legally available to, and requested by, any Holder named therein. The Company shall use its commercially reasonable efforts to maintain the Shelf in accordance with the terms hereof, and shall prepare and file with the Commission such amendments, including post-effective amendments, and supplements as may be necessary to keep a Shelf continuously effective and available for use to permit all Holders named therein to sell their Registrable Securities included therein and in compliance with the provisions of the Securities Act until such time as there are no longer any Registrable Securities, subject in each case to the provisions of this Agreement that permit the Company to suspend the use of the Registration Statement in the circumstances, and subject to the terms and conditions, set forth in those provisions. If, at any time the Company shall have qualified for the use of a Form S-3 Shelf or any other form which permits incorporation of substantial information by reference to other documents filed by the Company with the Commission and at such time the Company has an outstanding Form S-1 Shelf, then the Company shall, as soon as reasonably practical, convert such outstanding Form S-1 Shelf into a Form S-3 Shelf. Notwithstanding anything to the contrary herein, to the extent there is an effective Shelf under this subsection 2.1.6, covering a Holder’s or Holders’ Registrable Securities, such Holder or Holders shall not have rights to make a Demand Registration with respect to subsection 2.1.1. Notwithstanding anything to the contrary herein, to the extent there is an effective Shelf under this subsection 2.1.6, covering a Holder’s or Holders’ Registrable Securities, and such Holder or Holders qualify as Demanding Holders pursuant to subsection 2.1.1 and wish to request an Underwritten Offering from such Shelf (a “Shelf Underwriting Request”), such Underwritten Offering shall follow the procedures of subsection 2.1, (including subsection 2.1.3 and subsection 2.1.4) but such Underwritten Offering (including, for purposes of clarity, any Underwritten Block Trade) shall be made from the Shelf and shall count against the number of Demand Registrations that may be made pursuant to subsection 2.1.1; provided that, in the event that the Underwritten Offering is being made from a Form S-3 Shelf, (i) the period of time for the Company to notify all other Holders of Registrable Securities of the Company’s receipt of the applicable Demand Registration shall be reduced from ten (10) days (as set forth in subsection 2.1.1) to two (2) Business Days and (ii) the period of time that the Holders have to respond to such notice shall be reduced from five (5) Business Days (as set forth in subsection 2.1.1) to three (3) Business Days. Notwithstanding anything herein to the contrary, if a Demanding Holder wishes to engage in an underwritten block trade or similar underwritten transaction with a 2 day or less marketing period (collectively, “Underwritten Block Trade”) off of a Form S-3 Shelf, then notwithstanding the time periods provided for herein, such Demanding Holder only needs to notify the Company of the Underwritten Block Trade two (2) Business Days prior to the day such offering is to commence and the Holders of other Registrable Securities shall not be entitled to notice of such Underwritten Block Trade and shall not be entitled to participate in such Underwritten Block Trade; provided, however, that the Demanding Holder requesting such Underwritten Block Trade shall use commercially reasonable efforts to work with the Company beginning at least ten (10) days prior to notifying the Company of its request for an Underwritten Block Trade in order to facilitate preparation of the Registration Statement (if applicable), prospectus and other offering documentation related to the Underwritten Block Trade.

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2.1.7 The Company shall have the right to remove any persons no longer holding Registrable Securities from the Shelf or any other shelf registration statement by means of a post-effective amendment.

2.1.8 Holder Information Required for Participation in Underwritten Offering. At least five (5) Business Days prior to the first anticipated filing date of a Registration Statement pursuant to this Article II, the Company shall use reasonable best efforts to notify each Holder in writing (which may be by email) of the information reasonably necessary about the Holder to include such Holder’s Registrable Securities in such Registration Statement. Notwithstanding anything else in this Agreement, the Company shall not be obligated to include such Holder’s Registrable Securities to the extent the Company has not received such information, and received any other reasonably requested agreements or certificates, on or prior to the second (2^nd) Business Day prior to the first anticipated filing date of a Registration Statement pursuant to this Article II.

2.2 Piggyback Registration.

2.2.1 Piggyback Rights. If, at any time on or after the date the Company consummates the Business Combination, the Company proposes to (A) file a Registration Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account of shareholders of the Company, other than a Registration Statement (i) filed in connection with any employee stock option or other benefit plan, (ii) for an exchange offer or offering of securities solely to the Company’s existing shareholders, (iii) for an offering of debt that is convertible into equity securities of the Company, (iv) for a dividend reinvestment plan or (v) pursuant to a Registration Statement on Form S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto) or (B) effect an offering pursuant to such registration statement, then the Company shall give written notice of such proposed filing or offering to all of the Holders of Registrable Securities as soon as practicable but not less than ten (10) days before the anticipated filing date of such Registration Statement or the anticipated launch date in the case of any offering, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (B) offer to all of the Holders of Registrable Securities the opportunity to register the sale of such number of Registrable Securities as such Holders may request in writing within five (5) Business Days after receipt of such written notice (such Registration, a “Piggyback Registration”). Subject to subsection 2.2.2, the Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and shall use its reasonable best efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering to permit the Registrable Securities requested by the Holders pursuant to this subsection 2.2.1 to be included in a Piggyback Registration on the same terms and conditions as any similar securities of the Company included in such Registration and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this subsection 2.2.1 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the Company.

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

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

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

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

2.2.4 Unlimited Piggyback Registration Rights. For purposes of clarity, any Registration effected pursuant to Section 2.2 hereof shall not be counted as a Registration pursuant to a Demand Registration effected under Section 2.1 hereof or an Underwritten Offering pursuant to a Shelf Underwriting Request effected under subsection 2.1.6.

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2.3 Registrations on Form S-3. The Holders of Registrable Securities may at any time, and from time to time, to the extent that their Registrable Securities are not covered by an effective Shelf, request in writing that the Company, pursuant to Rule 415 under the Securities Act (or any successor rule promulgated thereafter by the Commission), register the resale of any or all of their Registrable Securities on Form S-3 or any similar short-form registration statement that may be available at such time (“Form S-3”). Within five (5) days of the Company’s receipt of a written request from a Holder or Holders of Registrable Securities for a Registration on Form S-3, the Company shall promptly give written notice of the proposed Registration on Form S-3 to all other Holders of Registrable Securities, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in such Registration on Form S-3 shall so notify the Company, in writing, within ten (10) days after the receipt by the Holder of the notice from the Company. As soon as practicable thereafter, but not more than seventeen (17) days after the Company’s initial receipt of such written request for a Registration on Form S-3, the Company shall register all or such portion of such Holder’s Registrable Securities as are specified in such written request, together with all or such portion of Registrable Securities of any other Holder or Holders joining in such request as are specified in the written notification given by such Holder or Holders; provided, however, that the Company shall not be obligated to effect any such Registration pursuant to Section ‎2.3 hereof if (i) a Form S-3 is not available for such offering; or (ii) the Holders of Registrable Securities, together with the Holders of any other equity securities of the Company entitled to inclusion in such Registration, propose to sell the Registrable Securities and such other equity securities (if any) at any aggregate price to the public of less than $10,000,000. Notwithstanding anything to the contrary herein, to the extent there is an effective Form S-3 under this subsection 2.3, covering a Holder’s or Holders’ Registrable Securities, such Holder or Holders shall not have rights to make a Demand Registration with respect to subsection 2.1.1. Notwithstanding anything to the contrary herein, to the extent there is an effective Form S-3 under this section 2.3, covering a Holder’s or Holders’ Registrable Securities, and such Holder or Holders qualify as Demanding Holders pursuant to subsection 2.1.1 and wish to request a Shelf Underwriting Request, such Underwritten Offering shall follow the procedures of subsection 2.1.6, but such Underwritten Offering shall be made from the Form S-3 and shall count against the number of Demand Registrations that may be made pursuant to subsection 2.1.1

2.4 Restrictions on Registration Rights. If (A) during the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of the filing of, and ending on a date one hundred and twenty (120) days after the effective date of, a Company-initiated Registration and provided that the Company has delivered written notice to the Holders prior to receipt of a Demand Registration pursuant to subsection 2.1.1 or a Shelf Underwriting Request pursuant to subsection 2.1.6 and it continues to actively employ, in good faith, all reasonable efforts to cause the applicable Registration Statement to become effective; (B) the Holders have requested an Underwritten Registration and the Company and the Holders are unable to obtain the commitment of underwriters to firmly underwrite the offer; or (C) in the good faith judgment of the Board such Registration would be seriously detrimental to the Company and the Board concludes as a result that it is essential to defer the filing of such Registration Statement at such time, then in each case the Company shall furnish to such Holders a certificate signed by the Chairman of the Board stating that in the good faith judgment of the Board it would be seriously detrimental to the Company for such Registration Statement to be filed in the near future and that it is therefore essential to defer the filing of such Registration Statement. In such event, the Company shall have the right to defer such filing for a period of not more than thirty (30) days; provided, however, that the Company shall not defer its obligation in this manner more than once in any 12-month period.

2.5 Lock-Up. Notwithstanding anything to the contrary in this Agreement, the Company shall not be obligated to effect any Underwritten Offering, Demand Registration or Piggyback Registration of any Registrable Securities subject to the Founder Shares Lock-Up Period prior to the expiration of the Founder Shares Lock-Up Period applicable to such shares of Common Stock. Nothing in this Section 2.4 shall limit the Company’s obligation to register all of the Registrable Securities, including such shares of Common Stock subject to the Founder Shares Lock-Up Period, on the Registration Statement for a Shelf Registration pursuant to Section 2.1.6.

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ARTICLE III
COMPANY PROCEDURES

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

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

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

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

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

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

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

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

3.1.8 at least five (5) days prior to the filing of any Registration Statement or Prospectus or any amendment or supplement to such Registration Statement or Prospectus (or promptly upon filing, with respect to any document that is to be incorporated by reference into such Registration Statement or Prospectus (unless such document is available on the Commission’s EDGAR system)), furnish a copy thereof to each seller of such Registrable Securities and its counsel, including, without limitation, providing copies promptly upon receipt of any comment letters received with respect to any such Registration Statement or Prospectus. The Company shall not include the name of any Holder or any information regarding any Holder in any Registration Statement or Prospectus, any amendment or supplement to such Registration Statement or Prospectus, any document that is to be incorporated by reference into such Registration Statement or Prospectus, or any response to any comment letter, without the prior written consent of such Holder and providing each such Holder or its counsel a reasonable amount of time to review and comment on such applicable document, which comments the Company shall include unless contrary to applicable law or the Company reasonably expects that so doing would cause the Prospectus to contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading (it being understood and agreed that (a) if the Company complies with its obligations under this sentence and the Holder does not provide the applicable prior written consent, the omission of such Holder and its Registrable Securities from any such Registration Statement, Prospectus or amendment or supplement to such Registration Statement or Prospectus shall not be deemed a breach by the Company of any other provision of this Agreement and (b) the Company will not be obligated to obtain a prior written consent with respect to the name of any Holder or any information regarding such Holder that such Holder has previously consented to for inclusion in any Registration Statement, Prospectus or amendment or supplement to any Registration Statement or Prospectus with respect to any subsequent filing containing the same or substantially similar information);

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

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3.1.10 permit a representative of the Holders, the Underwriters, if any, and any attorney or accountant retained by such Holders or Underwriter to participate, at each such person’s own expense, in the preparation of the Registration Statement, and cause the Company’s officers, directors and employees to supply all information reasonably requested by any such representative, Underwriter, attorney or accountant in connection with the Registration; provided, however, that such representatives or Underwriters enter into a confidentiality agreement, in form and substance reasonably satisfactory to the Company, prior to the release or disclosure of any such information;

3.1.11 obtain a “cold comfort” letter from the Company’s independent registered public accountants (and the independent registered public accountants of any entity whose financial statements are included or incorporated by reference in the Registration Statement or Prospectus) in the event of an Underwritten Registration, in customary form and covering such matters of the type customarily covered by “cold comfort” letters as the managing Underwriter may reasonably request, and reasonably satisfactory to a majority-in-interest of the participating Holders;

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

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

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

3.1.15 if the Registration involves an Underwritten Offering involving gross proceeds in excess of $10,000,000, use its reasonable efforts to make available senior executives of the Company to participate in customary “road show” presentations that may be reasonably requested by the Underwriter thereof; and

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

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

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

3.4 Suspension of Sales; Adverse Disclosure. Upon receipt of written notice from the Company that a Registration Statement or Prospectus contains a Misstatement, each of the Holders shall forthwith discontinue disposition of Registrable Securities until he, she or it has received copies of a supplemented or amended Prospectus correcting the Misstatement (it being understood that the Company hereby covenants to prepare and file such supplement or amendment as soon as practicable after the time of such notice), or until he, she or it is advised in writing by the Company that the use of the Prospectus may be resumed. If the filing, initial effectiveness or continued use of a Registration Statement in respect of any Registration at any time would require the Company to make an Adverse Disclosure or would require the inclusion in such Registration Statement of financial statements that are unavailable to the Company for reasons beyond the Company’s control, the Company may, upon giving prompt written notice of such action to the Holders, delay the filing or initial effectiveness of, or suspend use of, such Registration Statement for the shortest period of time, but in no event more than thirty (30) consecutive days or ninety (90) days in any rolling 12-month period, determined in good faith by the Company to be necessary for such purpose. In the event the Company exercises its rights under the preceding sentence, the Holders agree to suspend, immediately upon their receipt of the notice referred to above, their use of the Prospectus relating to any Registration in connection with any sale or offer to sell Registrable Securities. The Company shall immediately notify the Holders of the expiration of any period during which it exercised its rights under this Section 3.4.

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

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3.6 Lock-Up Restrictions.

3.6.1 During the Founder Shares Lock-up Period or Private Placement Lock-up Period (together, the “Lock-up Periods” and, each a “Lock-up Period”), as applicable, none of the Holders shall offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise dispose of or distribute any shares of Common Stock that are subject to an applicable Lock-Up Period or any securities convertible into, exercisable for, exchangeable for or that represent the right to receive shares of Common Stock that are subject to an applicable Lock-Up Period, whether now owned or hereinafter acquired, that is owned directly by such Holder (including securities held as a custodian) or with respect to which such Holder has beneficial ownership within the rules and regulations of the Commission (such securities that are subject to an applicable Lock-Up Period, the “Restricted Securities”), other than any transfer to a Permitted Transferee, as applicable. The foregoing restriction is expressly agreed to preclude each Holder, as applicable, from engaging in any hedging or other transaction with respect to Restricted Securities which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of the Restricted Securities even if such Restricted Securities would be disposed of by someone other than such Holder. Such prohibited hedging or other transactions include any short sale or any purchase, sale or grant of any right (including any put or call option) with respect to any of the Restricted Securities of the applicable Holder, or with respect to any security that includes, relates to, or derives any significant part of its value from such Restricted Securities.

3.6.2 Each Holder hereby represents and warrants that it now has and for the duration of the applicable Lock-Up Period, will have good and marketable title to its Restricted Securities, free and clear of all liens, encumbrances, and claims that could impact the ability of such existing Holder to comply with the foregoing restrictions. Each existing Holder agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of any Restricted Securities during the applicable Lock-Up Period.

ARTICLE IV
INDEMNIFICATION AND CONTRIBUTION

4.1 Indemnification.

4.1.1 The Company agrees to indemnify, to the extent permitted by law, each Holder of Registrable Securities, its officers and directors and agents and each person who controls such Holder (within the meaning of the Securities Act) against all losses, claims, damages, liabilities and expenses (including attorneys’ fees) caused by any untrue or alleged untrue statement of material fact contained in any Registration Statement, Prospectus or preliminary Prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as the same are caused by or contained in any information furnished in writing to the Company by such Holder expressly for use therein. The Company shall indemnify the Underwriters, their officers and directors and each person who controls such Underwriters (within the meaning of the Securities Act) to the same extent as provided in the foregoing with respect to the indemnification of the Holder.

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

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

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

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

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ARTICLE V
MISCELLANEOUS

5.1 Notices. Any notice or communication under this Agreement must be in writing and given by (i) deposit in the United States mail, addressed to the party to be notified, postage prepaid and registered or certified with return receipt requested, (ii) delivery in person or by courier service providing evidence of delivery, or (iii) transmission by hand delivery, electronic mail or facsimile. Each notice or communication that is mailed, delivered, or transmitted in the manner described above shall be deemed sufficiently given, served, sent, and received, in the case of mailed notices, on the third Business Day following the date on which it is mailed and, in the case of notices delivered by courier service, hand delivery, electronic mail or facsimile, at such time as it is delivered to the addressee (with the delivery receipt or the affidavit of messenger) or at such time as delivery is refused by the addressee upon presentation. Any notice or communication under this Agreement must be addressed, if to the Company, to: Torre Virreyes, Pedregal No. 24, Piso 6-601, Col. Molino del Rey, México, CDMX, 11040, Attention: Chief Financial Officer, with a copy to Cooley LLP, Attention: Nicole Brookshire, Alfred Browne and Matthew Browne, 500 Boylston Street, Boston, MA 02116-3736, and, if to any Holder, at such Holder’s address or facsimile number as set forth in the Company’s books and records. Any party may change its address for notice at any time and from time to time by written notice to the other parties hereto, and such change of address shall become effective thirty (30) days after delivery of such notice as provided in this Section 5.1.

5.2 Assignment; No Third Party Beneficiaries.

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

5.2.2 Prior to the expiration of the Founder Shares Lock-up Period or the Private Placement Lock-up Period, as the case may be, any Holder of Restricted Securities may not assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, except in connection with a transfer of Registrable Securities by such Holder to a Permitted Transferee, but only if such Permitted Transferee agrees to become bound by the transfer restrictions set forth in this Agreement and other applicable agreements. Any other Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, if (i) the transferee receives Registrable Securities that constitute at least 1% of the Company’s then-outstanding Common Stock and/or Common Stock Equivalents, (ii) such transfer is not pursuant to Rule 144 under the Securities Act or a Registration Statement filed pursuant to this Agreement and (iii) the transferee agrees to become party to this Agreement and other applicable agreements. For the purposes of determining the number of shares of Registrable Securities held by a transferee, the holdings of a transferee (1) that is an Affiliate or stockholder of a Holder; (2) who is a Holder’s Immediate Family Member; or (3) that is a trust for the benefit of an individual Holder or such Holder’s Immediate Family Member shall be aggregated together and with those of the transferring Holder.

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

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

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

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5.3 Counterparts. This Agreement may be signed in two or more counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. Counterparts may be delivered via facsimile, electronic mail (including any electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the Electronic Signatures and Records Act or other applicable law, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

5.4 Governing Law; Venue. NOTWITHSTANDING THE PLACE WHERE THIS AGREEMENT MAY BE EXECUTED BY ANY OF THE PARTIES HERETO, THE PARTIES EXPRESSLY AGREE THAT (I) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED UNDER THE LAWS OF THE STATE OF NEW YORK AS APPLIED TO AGREEMENTS AMONG NEW YORK RESIDENTS ENTERED INTO AND TO BE PERFORMED ENTIRELY WITHIN NEW YORK AND (II) THE VENUE FOR ANY ACTION TAKEN WITH RESPECT TO THE AGREEMENT SHALL BE ANY STATE OR FEDERAL COURT IN NEW YORK COUNTY IN THE STATE OF NEW YORK. ANY LEGAL SUIT, ACTION OR PROCEEDING ARISING OUT OF OR BASED UPON THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY MAY BE INSTITUTED IN THE FEDERAL COURTS OF THE UNITED STATES OR THE COURTS OF THE STATE OF NEW YORK IN EACH CASE LOCATED IN NEW YORK COUNTY IN THE STATE OF NEW YORK, AND EACH PARTY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF SUCH COURTS IN ANY SUCH SUIT, ACTION OR PROCEEDING.

EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND, THEREFORE, EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR TO THE ACTIONS OF THE PARTIES HERETO IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT HEREOF. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (ii) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (iii) EACH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (iv) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.4.

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

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5.6 Other Registration Rights. The Company represents and warrants that no person, other than (a) a Holder of Registrable Securities, (b) those certain investors that agreed on or about the date hereof to purchase shares of Common Stock in a transaction exempt from registration under the Securities Act pursuant to those certain Subscription Agreements dated on or about the date hereof, and (c) the holders of the Company’s public warrants, has any right to require the Company to register any securities of the Company for sale or to include such securities of the Company in any Registration filed by the Company for the sale of securities for its own account or for the account of any other person. Further, the Company represents and warrants that this Agreement supersedes any other registration rights agreement or agreement with similar terms and conditions (other than the registration rights agreements of the persons described in clauses (b) and (c) above) and in the event of a conflict between any such agreement or agreements and this Agreement, the terms of this Agreement shall prevail.

5.7 Term. This Agreement shall terminate upon the date as of which (A) all of the Registrable Securities have been sold pursuant to a Registration Statement (but in no event prior to the applicable period referred to in Section 4(a)(3) of the Securities Act and Rule 174 thereunder (or any successor rule promulgated thereafter by the Commission)) or (B) the Holders of all Registrable Securities are permitted to sell the Registrable Securities without registration pursuant to Rule 144 (or any similar provision) under the Securities Act without limitation on the amount of securities sold or the manner of sale. The provisions of Section 3.5 and Article IV shall survive any termination.

5.8 Severability. Any term or provision of this Agreement that is invalid or unenforceable in any situation in any jurisdiction shall not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction.

5.9 Entire Agreement. This Agreement is intended by the parties as a final expression of their agreement and is intended to be a complete and exclusive statement of the agreement and understanding of the parties in respect of the subject matter contained herein and the registration rights granted by the Company with respect to the Registrable Securities. There are no restrictions, promises, warranties or undertakings, other than those set forth or referred to herein, with respect to the registration rights granted by the Company with respect to the Registrable Securities. This Agreement supersedes all prior agreements and undertakings among the parties with respect to such registration rights, including the Original Agreement. No party shall have any rights, duties or obligations other than those specifically set forth in this Agreement.

[SIGNATURE PAGES FOLLOW]

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

AGILETHOUGHT, INC., a Delaware corporation
By:
	Name:
	Title:

HOLDERS:
LIV CAPITAL ACQUISITION SPONSOR, L.P., a Cayman Islands exempted limited partnership Acting by LIV GP Master, S.A.P.I. de C.V., its General Partner
By:
	Name:
	Title:

[_________]
By:
	Name:
	Title:

[Signature Page – A&R Registration Rights Agreement]

EX-99.1

Exhibit 99.1

 

AgileThought, a pure-play digital solutions provider that delivers high-end software development at scale, to list on Nasdaq through a business combination with LIV Capital Acquisition Corp.

● AgileThought is a leading pure play provider of agile-first software, end-to-end digital transformation and consulting services to Fortune 1000 customers with diversity across end-markets and industry verticals

● AgileThought delivers high-end software development at scale under a uniquely competitive onshore and nearshore business model that leverages talent from the U.S., Mexico and other Latin American countries to serve U.S. corporations

● The business combination between AgileThought and LIV Capital Acquisition Corp. (“LIVK”) (the “Transaction”) values the combined company at a proforma enterprise value of approximately $482 million and is expected to provide approximately $124 million in primary gross proceeds to AgileThought, including $81 million of cash held in LIVK’s trust account (assuming no redemptions in connection with the Transaction), and a fully committed $43 million investment by PIPE investors and LIV Capital at $10.00 per share. The fully committed investment will, at funding, satisfy the minimum cash requirement to close the Transaction

● The Transaction will enhance AgileThought’s position at the forefront of the more than $750 billion digital transformation services market in the U.S., offering one of a kind, agile software development capabilities with onshore and nearshore delivery

● The Transaction is expected to close in the third quarter of 2021 subject to LIVK’s shareholders approval and other customary conditions. Following the closing of the Transaction, the combined company will remain listed on Nasdaq under the new ticker symbol AGIL

● AgileThought and LIVK will host a joint investor conference call to discuss the details of the proposed Transaction on May 10, 2021 at 11:00 AM EST. To access the conference call, please visit https://www.agilethought.com or https://livcapitalspac.mx, or use dial-in 1-877-407-9039 (U.S.) or 1-201-689-8470 (International) and enter passcode 13719742.

(Irving, Texas and Mexico City, Mexico); May 10, 2021 – AgileThought, Inc. (“AgileThought” or the “Company”), a leading provider of digital transformation and consulting services solutions, and LIVK (Nasdaq: LIVK), a special purpose acquisition company, today announced that they have entered into a definitive business combination agreement. Upon the closing of this Transaction, the combined company will operate as AgileThought, Inc. and will remain listed on Nasdaq under the new ticker symbol “AGIL” with an anticipated market capitalization of approximately $491 million.

“This announcement is another key milestone for AgileThought as we continue our mission to fundamentally change the way people, organizations and companies view, approach and deliver software projects to support their digital transformation initiatives,” said Manuel Senderos, Chairman and Chief Executive Officer of AgileThought. “This Transaction will significantly strengthen AgileThought’s balance sheet and provide us the ability to capture the substantial market opportunity for growth. I am delighted to partner with LIV Capital in AgileThought’s new chapter. I would like to thank all those involved in making this Transaction a success, including (i) our existing institutional investors, Nexxus Capital, a leading alternative asset manager in Mexico, and Mexico Credit Opportunities Fund II, an investment vehicle managed by Credit Suisse Asset Management Mexico, who have contributed to the Company’s growth; (ii) our new investors; and (iii) the entire AgileThought team.”

2502 N. Rocky Point Drive, Suite 960. Tampa, FL 33607     |     Tel: (855) 875-4700

www.agilethought.com

 

“We are excited to partner with Manuel, AgileThought’s shareholders and the exceptional team at AgileThought. AgileThought perfectly embodies the platform and company we have sought to merge with our inaugural SPAC vehicle. LIV Capital has been backing successful company leaders with private equity for many years and we are proud to partner with AgileThought to make our first public market transaction. AgileThought is a great example of the synergistic opportunities that can achieved in the digital transformation sector between Mexico and the United States,” said Alex Rossi, Chairman and Chief Executive Officer of LIVK. “We look forward to supporting AgileThought’s growth strategy as a Nasdaq-listed public company.”

Company Overview

AgileThought is a pure play leading provider of agile-first software at scale, end-to-end digital transformation and consulting services to Fortune 1000 customers with diversity across end-markets and industry verticals.

For over 20 years, Fortune 1000 companies have trusted us to solve their digital challenges and optimize mission-critical systems to drive business value. Our solution architects, developers, data scientists, engineers, transformation consultants, automation specialists, and other experts located across the United States and across Latin America deliver next-generation software solutions that accelerate the transition to digital platforms across business processes.

AgileThought’s management team is led by Founder, Chairman, and Chief Executive Officer, Manuel Senderos; Chief Revenue Officer, Kevin Johnston; Chief Operating Officer, Federico Tagliani; Chief Information Officer, Clare Deboef; and Jorge Pliego, Chief Financial Officer.

AgileThought Investment Highlights

● $750 billion plus digital transformation services addressable market (as per Gartner estimates for 2022) with a long runway for growth

● Pure-play digital transformation provider across the entire client lifecycle

● Unique Agile / DevOps capabilities with Americas onshore and nearshore service delivery

● Culture of excellence drives strong talent acquisition and retention

● Proven business model with solid operating margins, cash flow generation, and substantial organic and inorganic growth opportunities

For more information, visit www.agilethought.com or call 1-877-514-9180.

Key Transaction Terms

The Transaction values the combined company at a proforma enterprise value of approximately $482 million, resulting in an implied enterprise value to revenue multiple of 2.6x 2021 and 2.0x 2022 estimated revenue of $184 million and $240 million, respectively.

The Transaction is expected to deliver approximately $124 million primary gross proceeds, including $81 million of cash held in LIVK’s trust account (assuming no redemptions in connection with the Transaction), and a fully committed $43 million investment by PIPE investors and LIV Capital at $10.00 per share. The fully committed investment will, at funding, satisfy the minimum cash requirement to close the Transaction.

2502 N. Rocky Point Drive, Suite 960. Tampa, FL 33607     |     Tel: (855) 875-4700

www.agilethought.com

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In connection with the Transaction, the lenders under AgileThought’s second lien credit facility have agreed to convert approximately $38 million of principal and accrued interest outstanding under that facility into shares of Class A common stock of the combined company immediately prior to the closing of the Transaction, subject to customary conditions.

All Transaction proceeds, after payment of expenses related to the Transaction, will be used to repay AgileThought first lien credit facility of approximately $97 million currently outstanding, until any additional repayments would result in AgileThought’s cash, plus any LIVK working capital funds, being less than $15 million, with any proceeds remaining after those uses being available for the combined company’s general corporate purposes.

Existing AgileThought shareholders (including the lenders under AgileThought’s convertible second lien credit facility, after giving effect to the conversion) will rollover 100% of their equity stake and will remain majority owners of the combined company with approximately 70.7% of the combined company’s issued and outstanding shares of Class A common stock at closing, assuming no public shareholders of LIVK exercise their redemption rights. LIVK’s public shareholders and PIPE investors will own approximately 25.2%, and LIVK’s sponsor will own approximately 4.1% of the issued and outstanding shares of Class A common stock of the combined company at closing.

AgileThought’s management team will continue to lead the combined company following the transaction. Manuel Senderos will serve as Chairman and CEO of the combined company and Alex Rossi will become a director of the combined company’s Board of Directors.

The Transaction, which was unanimously approved by the boards of directors of both AgileThought and LIVK, is subject to approval by LIVK’s shareholders, the conversion under AgileThought’s second lien credit facility having occurred and other customary closing conditions. The Transaction is expected to close in the third quarter of 2021.

A more detailed description of the Transaction terms and a copy of the Agreement and Plan of Merger will be included in a current report on Form 8-K to be filed by LIVK with the United States Securities and Exchange Commission (“SEC”). LIVK will file a registration statement on Form S-4 (which will contain a proxy statement/prospectus) with the SEC in connection with the Transaction.

Advisors

EarlyBirdCapital, Inc. acted as financial and capital markets advisor to LIVK. Davis Polk & Wardwell LLP is serving as legal counsel to LIVK.

William Blair is serving as capital markets advisor to AgileThought. Cooley LLP is serving as legal counsel to AgileThought.

About LIV Capital Acquisition Corp.

LIV Capital Acquisition Corp. (“LIVK”) is a blank check company formed in 2019 for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities. LIVK intends to leverage its team’s collective managerial, operational, financial and transactional expertise to undertake a business combination with a company with competitive advantages to emerge as a leading public company.

2502 N. Rocky Point Drive, Suite 960. Tampa, FL 33607     |     Tel: (855) 875-4700

www.agilethought.com

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LIV Capital Acquisition Corp. Sponsor is an affiliate of LIV Capital, a private equity firm founded in 2000 in order to make equity investments in high- growth businesses in Mexico or with a significant presence in that country. LIV Capital has a deep history of successfully realizing returns on equity investments in a range of Mexican sectors and companies and investing in various phases of growth and maturity. Throughout its more than twenty years, LIV Capital has raised and managed six investment funds. Alexander R. Rossi, Humberto Zesati, and Miguel Ángel Dávila have substantial experience and expertise in the Mexican corporate market where they have served as investors, operators, administrators and advisors.

Investor Conference Call

AgileThought and LIVK will host an investor conference call to discuss the Transaction at 11:00 AM Eastern Time on May 10, 2021. Those who would like to participate may dial 1-877-407-9039 (U.S.) or 1-201-689-8470 (International) and enter passcode 13719742. A live webcast of the call and any accompanying materials will also be available at https://www.agilethought.com and LIVK at https://livcapitalspac.mx. LIVK will also file the presentation with the SEC in a Current Report on Form 8-K, which will be accessible at www.sec.gov.

AgileThought Investor Relations Contact:

Olga Shinkaruk

Vice President, Investor Relations

+9725011441

investorrelations@agilethought.com

LIVK Contact:

Alexander R. Rossi

Chairman and CEO LIV Capital Acquisition Corp.

arossi@livcapital.mx

2502 N. Rocky Point Drive, Suite 960. Tampa, FL 33607     |     Tel: (855) 875-4700

www.agilethought.com

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Forward Looking Statements

This communication includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as “estimate,” “plan,” “project,” “forecast,” “intend,” “will,” “expect,” “anticipate,” “believe,” “seek,” “target” or other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements include, but are not limited to, statements regarding estimates and forecasts of financial and performance metrics and the combined company’s value, projections of market opportunity and sales pipeline, projections regarding clients and maintaining and growing client relationships, potential future business expansion opportunities and growth strategies, AgileThought’s cash resources, sources of cash and indebtedness, AgileThought’s ability to source and retain talent, the potential benefits and commercial attractiveness to its clients of AgileThought’s services, AgileThought’s business model, potential results and benefits of the proposed business combination, and expectations related to the terms and timing of the proposed business combination. These statements are based on various assumptions, whether or not identified in this communication, and on the current expectations of AgileThought’s and LIVK’s management and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of AgileThought and LIVK. These forward-looking statements are subject to a number of risks and uncertainties, including changes in domestic and foreign business, market, financial, political and legal conditions; the inability of the parties to successfully or timely consummate the proposed business combination, including the risk that any required regulatory approvals are not obtained, are delayed or are subject to unanticipated conditions that could adversely affect the combined company or the expected benefits of the proposed business combination or that the approval of the shareholders of LIVK or AgileThought is not obtained; AgileThought’s ability to execute on its business model, potential business expansion opportunities and growth strategies, retain and expand clients’ use of its services and attract new clients, and source and maintain talent; risks relating to AgileThought’s sources of cash and cash resources; failure to realize the anticipated benefits of the proposed business combination; risks relating to the uncertainty of the projected financial information with respect to AgileThought; AgileThought’s ability to manage future growth; the effects of competition on AgileThought’s future business; the amount of redemption requests made by LIVK’s public shareholders; the ability of LIVK or the combined company to issue equity or equity-linked securities in connection with the proposed business combination or in the future; the outcome of any potential litigation, government and regulatory proceedings, investigations and inquiries; and those factors discussed in LIVK’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020 under the heading “Risk Factors” filed with the Securities and Exchange Commission (“SEC”) on March 30, 2021 and other documents of LIVK filed, or to be filed, with the SEC. If any of these risks materialize or any of AgileThought’s or LIVK’s assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that neither LIVK nor AgileThought presently know or that LIVK and AgileThought currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect LIVK’s and AgileThought’s expectations, plans or forecasts of future events and views as of the date of this communication. LIVK and AgileThought anticipate that subsequent events and developments will cause LIVK’s and AgileThought’s assessments to change. However, while LIVK and AgileThought may elect to update these forward-looking statements at some point in the future, LIVK and AgileThought specifically disclaim any obligation to do so. These forward-looking statements should not be relied upon as representing LIVK’s and AgileThought’s assessments as of any date subsequent to the date of this communication. Accordingly, undue reliance should not be placed upon the forward-looking statements.

Use of Projections

This communication contains projected financial information with respect to AgileThought, namely revenue for 2021 and 2022. Such projected financial information constitutes forward-looking information, and is for illustrative purposes only and should not be relied upon as necessarily being indicative of future results. The assumptions and estimates underlying such projected financial information are inherently uncertain and are subject to a wide variety of significant business, economic, competitive and other risks and uncertainties that could cause actual results to differ materially from those contained in the prospective financial information. See “Forward-Looking Statements” above. Actual results may differ materially from the results contemplated by the projected financial information contained in this communication, and the inclusion of such information in this communication should not be regarded as a representation by any person that the results reflected in such projections will be achieved. Neither the independent auditors of LIVK nor the independent registered public accounting firm of AgileThought audited, reviewed, compiled, or performed any procedures with respect to the projections for the purpose of their inclusion in this communication, and accordingly, neither of them expressed an opinion or provided any other form of assurance with respect thereto for the purpose of this communication.

2502 N. Rocky Point Drive, Suite 960. Tampa, FL 33607     |     Tel: (855) 875-4700

www.agilethought.com

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Additional Information About the Proposed Business Combination and Where To Find It

The proposed business combination will be submitted to shareholders of LIVK for their consideration. LIVK intends to file a registration statement on Form S-4 (the “Registration Statement”) with the SEC which will include preliminary and definitive proxy statements to be distributed to LIVK’s shareholders in connection with LIVK’s solicitation for proxies for the vote by LIVK’s shareholders in connection with the proposed business combination and other matters as described in the Registration Statement, as well as the prospectus relating to the offer of the securities to be issued to AgileThought’s shareholders in connection with the completion of the proposed business combination. After the Registration Statement has been filed and declared effective, LIVK will mail a definitive proxy statement and other relevant documents to its shareholders as of the record date established for voting on the proposed business combination. LIVK’s shareholders and other interested persons are advised to read, once available, the preliminary proxy statement / prospectus and any amendments thereto and, once available, the definitive proxy statement / prospectus, in connection with LIVK’s solicitation of proxies for its special meeting of shareholders to be held to approve, among other things, the proposed business combination, because these documents will contain important information about LIVK, AgileThought and the proposed business combination. Shareholders may also obtain a copy of the preliminary or definitive proxy statement, once available, as well as other documents filed with the SEC regarding the proposed business combination and other documents filed with the SEC by LIVK, without charge, at the SEC’s website located at www.sec.gov or by directing a request to Torre Virreyes, Pedregal No. 24, Piso 6-601, Col. Molino del Rey México, CDMX, 11040.

INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SEC OR ANY OTHER REGULATORY AUTHORITY NOR HAS ANY AUTHORITY PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING OR THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED HEREIN. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

Participants in the Solicitation

LIVK, AgileThought and certain of their respective directors, executive officers and other members of management and employees may, under SEC rules, be deemed to be participants in the solicitations of proxies from LIVK’s shareholders in connection with the proposed business combination. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of LIVK’s shareholders in connection with the proposed business combination will be set forth in LIVK’s proxy statement / prospectus when it is filed with the SEC. You can find more information about LIVK’s directors and executive officers in LIVK’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020 filed with the SEC on March 30, 2021. Additional information regarding the participants in the proxy solicitation and a description of their direct and indirect interests will be included in the proxy statement / prospectus when it becomes available. Shareholders, potential investors and other interested persons should read the proxy statement / prospectus carefully when it becomes available before making any voting or investment decisions. You may obtain free copies of these documents from the sources indicated above.

No Offer or Solicitation

This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

Industry and Market Data; Trademarks

Industry and market data used in this communication have been obtained from third-party industry publications and sources as well as from research reports prepared for other purposes. Neither AgileThought nor LIVK has independently verified the data obtained from these sources and cannot assure you of the data’s accuracy or completeness. This data is subject to change.

This communication contains trademarks, service marks, trade names and copyrights of AgileThought, LIVK and other companies, which are the property of their respective owners.

2502 N. Rocky Point Drive, Suite 960. Tampa, FL 33607     |     Tel: (855) 875-4700

www.agilethought.com

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EX-99.2

Exhibit 99.2

Investor Presentation May 2021

2 Disclaimer Disclaimers This presentation is provided for informational purposes only and has been prepared to assist interested parties in making their own evaluation with respect to a potential business combination (the “proposed business combination”) between AgileThought, Inc . (“AgileThought”) and LIV Capital Acquisition Corp . (“LIVK”) and related transactions (the “Transactions”) and for no other purpose . No representations or warranties, express or implied are given in, or in respect of, this presentation . Industry and market data used in this presentation have been obtained from third - party industry publications and sources as well as from research reports prepared for other purposes . Neither AgileThought nor LIVK has independently verified the data obtained from these sources and cannot assure you of the data’s accuracy or completeness . This data is subject to change . In addition, this presentation does not purport to be all - inclusive or to contain all of the information that may be required to make a full analysis of AgileThought or the Transactions . Viewers of this presentation should each make their own evaluation of AgileThought and of the relevance and adequacy of the information and should make such other investigations as they deem necessary . Forward - Looking Statements This presentation includes “forward - looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995 . Forward - looking statements may be identified by the use of words such as “estimate,” “plan,” “project,” “forecast,” “intend,” “will,” “expect,” “anticipate,” “believe,” “seek,” “target” or other similar expressions that predict or indicate future events or trends or that are not statements of historical matters . These forward - looking statements include, but are not limited to, statements regarding estimates and forecasts of financial and performance metrics and AgileThought’s ability to achieve those metrics, projections of market opportunity and AgileThought’s sales pipeline, projections regarding clients and AgileThought’s ability to maintain and grow and add additional client relationships, statements regarding potential future acquisitions and business expansion opportunities, statements regarding AgileThought’s ability to source and retain talent, statements regarding the potential benefits and the commercial attractiveness to its clients of AgileThought’s services, statements regarding AgileThought’s value, and statements regarding the potential results and benefits of the Transactions (including with respect to the success of the PIPE offering that is included as part of the Transactions, the amount of redemption requests made by LIVK’s public stockholders, and shareholder value), and expectations related to the terms and timing of the Transactions . These statements are based on various assumptions, whether or not identified in this presentation, and on the current expectations of AgileThought’s and LIVK’s management and are not predictions of actual performance . These forward - looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability . Actual events and circumstances are difficult or impossible to predict and will differ from assumptions . Many actual events and circumstances are beyond the control of AgileThought and LIVK . These forward - looking statements are subject to a number of risks and uncertainties, including AgileThought’s ability to retain and expand clients’ use of AgileThought’s services and attract new clients and market adoption of AgileThought’s services ; AgileThought’s ability to identify and execute and close on acquisitions ; AgileThought’s ability to source and retain talent ; AgileThought’s ability to execute on its business model and risks related to its growth strategies ; market, financial, political and legal conditions, including in the international markets in which AgileThought operates ; the impact of the COVID - 19 pandemic on AgileThought’s business and the global economy ; the inability of the parties to successfully or timely consummate the proposed business combination, including the risk that any required regulatory approvals are not obtained, are delayed or are subject to unanticipated conditions that could adversely affect the combined company or the expected benefits of the proposed business combination or that the approval of the stockholders of LIVK or AgileThought is not obtained ; failure to realize the anticipated benefits of the proposed business combination ; risks relating to the uncertainty of the projected financial and operating information with respect to AgileThought, including AgileThought’s long - term financial goals ; the effects of competition on AgileThought’s future business ; the amount of redemption requests made by LIVK’s public stockholders ; the ability of LIVK to complete the PIPE financing as described in the presentation as part of the Transactions in connection with the proposed business combination, and those factors discussed in LIVK’s final prospectus filed on December 10 , 2019 and Annual Report on Form 10 - K for the fiscal year ended December 31 , 2020 , in each case, under the heading “Risk Factors,” and other documents of LIVK filed, or to be filed, with the Securities and Exchange Commission (“SEC”) . If any of these risks materialize or any of LIVK’s or AgileThought’s assumptions prove incorrect, actual results could differ materially from the results implied by these forward - looking statements . There may be additional risks that neither LIVK nor AgileThought presently know or that LIVK and AgileThought currently believe are immaterial that could also cause actual results to differ from those contained in the forward - looking statements . In addition, forward - looking statements reflect LIVK’s and AgileThought’s expectations, plans or forecasts of future events and views as of the date of this presentation . LIVK and AgileThought anticipate that subsequent events and developments will cause LIVK’s and AgileThought’s assessments to change . However, while LIVK and AgileThought may elect to update these forward - looking statements at some point in the future, LIVK and AgileThought specifically disclaim any obligation to do so . These forward - looking statements should not be relied upon as representing LIVK’s and AgileThought’s assessments as of any date subsequent to the date of this presentation . Accordingly, undue reliance should not be placed upon the forward - looking statements . Use of Projections This presentation contains projected financial information with respect to AgileThought, including GAAP Revenue, GAAP Gross Profit, GAAP Gross Margin, GAAP Capital Expenditures, Adjusted EBITDA and Adjusted EBITDA Margin for 2021 and 2022 and Free Cash Flow Conversion for 2022 , and the financial information included in AgileThought’s long - term target operating model . Such projected financial information constitutes forward - looking information and is for illustrative purposes only and should not be relied upon as necessarily being indicative of future results . The assumptions and estimates underlying such projected financial information are inherently uncertain and are subject to a wide variety of significant business, economic, competitive and other risks and uncertainties that could cause actual results to differ materially from those contained in the prospective financial information . See “Forward - Looking Statements” above . Actual results may differ materially from the results contemplated by the projected financial information contained in this presentation, and the inclusion of such information in this presentation should not be regarded as a representation by any person that the results reflected in such projections will be achieved . Neither of the independent registered public accounting firms of AgileThought or LIVK have audited, reviewed, compiled, or performed any procedures with respect to the projections for the purpose of their inclusion in this presentation, and accordingly, neither of them expressed an opinion or provided any other form of assurance with respect thereto for the purpose of this presentation .

Disclaimer (cont.) 3 Non - GAAP Financial Measures Some of the financial information and data contained in this presentation, such as PF Revenue, PF Gross Profit, PF Gross Profit Margin, Adjusted EBITDA, Adjusted EBITDA Margin, PF Adjusted EBITDA, PF Adjusted EBITDA Margin, Free Cash Flow Conversion and the financial information included in AgileThought’s long - term target operating model, have not been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) . PF Revenue is defined as GAAP revenue plus adjustments for acquired businesses and less adjustments for divested or discontinued businesses . PF Gross Profit is defined as GAAP gross profit plus adjustments for acquired businesses and less adjustments for divested or discontinued businesses . PF Gross Profit Margin is defined as PF Gross Profit divided by PF Revenue . Adjusted EBITDA is defined as net profit/(loss) plus income tax expense/(benefit), plus other interest expense, net, plus other expense/(income), plus impairment losses, plus depreciation and amortization plus stock - based compensation expense . Adjusted EBITDA Margin (for 2021 and 2022 ) is defined as Adjusted EBITDA divided by GAAP revenue . PF Adjusted EBITDA is defined as Adjusted EBITDA plus adjustments for acquired businesses and less adjustments for divested or discontinued businesses . PF Adjusted EBITDA Margin (for 2018 , 2019 and 2020 ) is defined as PF Adjusted EBITDA divided by PF Revenue . Free Cash Flow Conversion (for 2022 ) is defined as Adjusted EBITDA less GAAP Capital Expenditures divided by Adjusted EBITDA . LIV and AgileThought believe these non - GAAP measures of financial results provide useful information to management and investors regarding certain financial and business trends relating to AgileThought’s financial condition and results of operations . LIVK and AgileThought believe that the use of these non - GAAP financial measures provides an additional tool for investors to use in evaluating actual and projected operating results and trends in and in comparing AgileThought’s financial measures with other similar companies, many of which present similar non - GAAP financial measures to investors . Neither LIVK nor AgileThought considers these non - GAAP measures in isolation or as an alternative to financial measures determined in accordance with GAAP . The principal limitation of these non - GAAP financial measures is that they exclude significant expenses and other amounts that are required by GAAP to be recorded in AgileThought’s financial statements and include the effects of certain acquisitions and dispositions as if those acquisitions and dispositions had all occurred at the beginning of the applicable reporting period . In addition, these non - GAAP financial measures are subject to inherent limitations as they reflect the exercise of judgments by management about which expense and other amounts are excluded or included in determining these non - GAAP financial measures . In order to compensate for these limitations, AgileThought presents non - GAAP financial measures in connection with GAAP results . AgileThought is not providing a reconciliation of the financial information included in AgileThought’s long - term target operating model to the most directly comparable measure prepared in accordance with GAAP because AgileThought is unable to provide this reconciliation without unreasonable effort due to the uncertainty and inherent difficulty of predicting the anticipated expense related to such projections, which is variable . You should review AgileThought’s audited financial statements, which will be included in the registration statement relating to the proposed business combination . Important Additional Information And Where To Find It This communication is being made in respect of the proposed business combination involving LIVK and AgileThought . LIVK intends to file a registration statement on Form S - 4 with the SEC, which will include a proxy statement and prospectus of LIVK, and LIVK will file other documents regarding the proposed Transactions with the SEC . A definitive proxy statement/prospectus will also be sent to the stockholders of LIVK and AgileThought, seeking any required stockholder approval . Before making any voting or investment decision, investors and security holders of LIVK and AgileThought are urged to carefully read the entire registration statement and proxy statement/ prospectus, when they become available, and any other relevant documents filed with the SEC, as well as any amendments or supplements to these documents, because they will contain important information about the proposed Transactions . The documents filed by LIVK with the SEC may be obtained free of charge at the SEC’s website at www . sec . gov . In addition, the documents filed by LIVK may be obtained free of charge from LIVK at www . livcapitalspac . mx . Alternatively, these documents, when available, can be obtained free of charge from LIVK upon written request to LIV Capital Acquisition Corp . , Attn . Alexander R . Rossi <arossi@livcapital . mx>, or by calling + 52 ( 55 ) 1100 - 2470 . Participants In The Solicitation LIVK, AgileThought and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the stockholders of LIVK, in favor of the approval of the Transactions . Information regarding LIVK’s directors and executive officers is contained in LIVK’s Annual Report on Form 10 - K for the year ended December 31 , 2019 , which was filed with the SEC on March 26 , 2020 . Additional information regarding the interests of those participants, the directors and executive officers of AgileThought and other persons who may be deemed participants in the Transactions may be obtained by reading the registration statement and the proxy statement/prospectus and other relevant documents filed with the SEC when they become available . Free copies of these documents may be obtained as described in the preceding paragraph . No Offer or Solicitation This presentation does not constitute an offer to sell or the solicitation of an offer to buy any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction . Trademarks This presentation contains trademarks, service marks, trade names and copyrights of AgileThought, LIVK and other companies, which are the property of their respective owners .

Table of Contents 4 Introduction 5 AgileThought Overview 9 Investment Highlights 13 Financial Highlights 27 Benchmarking 34 Appendix 38

Introduction 5

AgileThought and LIV Capital Acquisition Corp. Presenters 6 Manuel Senderos Chairman & Chief Executive Officer (AgileThought) • 20+ years of experience in the technology industry • Founded AN Global in 2000, which eventually became AgileThought • Previously served as Director at Grupo Kuo Jorge Pliego Chief Financial Officer (AgileThought) • 20+ years of experience in financial management • Previously served as SVP of Finance at Diageo and has held various leadership roles at Fortune 500 companies Alex Rossi Chairman & Chief Executive Officer (LIV Capital Acquisition Corp.) • 25+ years of experience in PE and VC in Mexico and the U.S. • Chairman and CEO of LIV Acquisition Corp. (LIVK) • Managing Partner and Co - Founder of LIV Capital, a leading PE Firm in Mexico and the Sponsor of LIVK • Board Member of 10 companies across a wide range of industries Alfredo Capote Senior Advisor & Head of SPAC Investment Team (LIV Capital Acquisition Corp.) • 20+ years of experience in M&A and Capital Markets at Citi, Goldman Sachs and Morgan Stanley • Has lead SPAC efforts, from listing to de - SPACing in both Mexico and the U.S. • VC investor in technology platforms across verticals Kevin Johnston Chief Revenue Officer (AgileThought) • 32+ years of experience in technology and business development • Previously DXC Technology’s CRO, and has held other leadership positions at past firms • Nominated to the Top 100 Global Sales Leaders by The Modern Sale

LIV Capital Acquisition Corp. (LIVK) Overview 7 • LIV Capital Acquisition Corp. (NASDAQ: LIVK) is a blank check company focused on Mexican target businesses or non - Mexican businesses with a significant presence in Mexico • LIVK is backed by the Managing Partners of LIV Capital, one of the leading PE firms in Mexico • Management team and Board of Directors are composed of veteran finance industry executives, proven investors and entrepreneur / company founders with decades of experience in capital markets globally − Alex Rossi, Chairman and CEO, has served as Managing Partner of LIV Capital Group since 2004 − Humberto Zesati, Director, has served as Managing Partner of LIV Capital Group since 2004 − Miguel Ángel Dávila, Director, has served as Managing Partner of LIV Capital Group since 2009 Proven management teams – AT is founder - led with a cohesive management team Expansion opportunity – U.S. corporate market and M&A capabilities Proven business model with recurring profitability – 18% 2021E Adjusted EBITDA Margin (1) Capital markets readiness – Institutional - level governance and controls Global and recurrent client base – U.S. focus with nearshore delivery Unrecognized value – Valuation upside on the back of results delivered Business Overview AgileThought Fulfills the Attributes of LIVK’s Investment Thesis $450M Committed capital since 2004 28 Investments executed to date 90+ Combined years of expertise from management team Focus on a high growth addressable market – Digital Transformation (1) Adj. EBITDA Margin is a non - GAAP financial measure.

Summary Transaction Overview 8 (1) Based on a $10.00 share price. Refer to page 9 for further detail. (2) Versus public peer market data as of 3/11/2021. Refer to page 36 for further detail. (3) Assumes no redemptions and includes interest as of May 6, 2021. Actual results may vary. (4) Source of balance sheet cash based on the primary proceeds of the transaction, payment of the existing $97M credit facility. Transaction Description • AgileThought, Inc. (“AgileThought” or “AT”) and LIV Capital Acquisition Corp., (NASDAQ: LIVK; “LIVK”), to combine and create a public pure - play digital transformation services company with a $491M market capitalization (1) . • Post - closing entity will be renamed AgileThought and remain listed on the NASDAQ under a new ticker: NASDAQ:AGIL. The Company will be incorporated in Delaware. • The transaction is expected to close in 3Q 2021. Pro Forma Ownership • Assuming no redemptions, Pro Forma Ownership will be: 70.7 % existing shareholders, 8.7% PIPE investors, 16.5 % LIVK public shareholders, and 4.1% LIVK founder shares. • Initial public float of 29.3%. Governance • Current AgileThought management will continue to run the company. • LIVK entitled to appoint one director to the Board of Directors of the post - closing company for so long as the LIVK Founder Group continues to own an agreed upon minimum number of shares of the post - closing company. Transaction Structure (1) • Implied post money enterprise value of approximately $482M, representing multiples of 2.6x ‘21E Revenue and 2.0x ‘22E Revenue, respectivel y, representing a ~64% discount (2) to public comparable companies. • Transaction to be funded with a total of $124M, comprised of $81M (3) LIVK cash in trust, committed PIPE of $23M fro m institutional investors, and $20M of additional capital from LIV Capital’s PE Fund IV at identical terms to the PIPE. • AgileThought to receive $124M in primary proceeds (3) and expects to have $19M in available cash post - business combination (4) . AgileThought will pay down its existing $97M credit facility in full. Funding pursuant to existing commitments will satisfy t he minimum cash closing condition of $40M.

Sources and Uses ($ in millions and millions of shares) 9 Note: Excludes impact of warrants distributed to Series A at IPO and Sponsor warrants. (1) Assumes no redemptions and includes interest. Actual results may vary. (2) Certain existing shareholders will convert their second lien convertible notes into equity prior to the closing of the transaction. (3) Based on a $10.00 share price and 49.09M shares outstanding at transaction closing. (4) Earnouts payable to selling shareholders of previously closed acquisitions. (5) Existing shareholders include founders, Nexxus Capital, Credit Suisse, and other minority shareholders. Gives effect to conversion of convertible notes, vested RSUs from the Company’s equity incentive plan, share - based executive compensation and equity - based consideration for historical acquisitions. (5) Pro Forma Shares and Ownership at Transaction Closing (3) Pro Forma Valuation Pro Forma Fully Diluted Shares Issued 49.09 Price / Share $10.0 Total Equity Value (3) $490.9 Less: Cash to Balance Sheet $18.7 Plus: Earnout Payable (4) $10.0 Pro Forma Enterprise Value $482.3 Pro Forma Ownership Assuming No Redemptions Sources and Uses of Funds Sources: SPAC Cash Held in Trust (1) $81.1 PIPE: $42.5 LIV Capital Investment $20.0 Other Investors $22.5 Conversion of Shareholders Private Notes into Common (2) : $37.5 Nexxus Capital $18.7 Credit Suisse $18.7 Cash from Balance Sheet $4.5 Total Sources $165.5 Uses: Private Lender $97.4 Conversion of Shareholders Private Notes into Common (2) $37.5 Fees and Expenses $12.0 Cash to Balance Sheet $18.7 Total Uses $165.5 PIPE Shareholders 8.7% LIVK Public Shareholders 16.5% LIVK Founder Shares 4.1% Existing Shareholders 70.7%

AgileThought Overview 10

We Innovate , Build and Run the Next Generation Digital Enterprise 11

Company Overview 12 AgileThought is a leading provider of enterprise software development and digital transformation services Key Highlights Services Provided • AgileThought is a pure - play digital solutions provider that delivers high - end software development at scale • Offers competitive onshore and nearshore services leveraging talent from the U.S., Mexico and other Latin American countries • Headquartered in Irving, TX and led by a strong management team with a track - record of driving profitable growth • Blue - chip customers with diversity across end - markets – Fortune 100 financial services companies – Big Four accounting firms – Industry - leading telecom and technology companies – Multinational retailers – Prestigious law and consulting firms Innovate Strategic Consulting Build Digital Delivery Run Digital Operations

AgileThought at a Glance 13 $184M+ 2021E Revenue 21% PF 2020A (1) – 2022E Revenue CAGR $77K 2021E Revenue per Billable Employee (4) 33% 2021E Gross Profit Margin 18% 2021E Adj. EBITDA Margin (3) 2,200+ Total Employees (2) 270+ Clients (2) 30+ Clients with Revenue >$1M (5) 85%+ Revenue from Existing Clients (1,6) (1) 2020A information is based on audited financials. PF Revenue is a non - GAAP financial measure; please see page 44 for a reconciliation to the GAAP equivalent measures. (2) As of 12/31/2020. (3) Adj. EBITDA Margin is a non - GAAP financial measure. (4) Revenue Per Billable Employee is calculated by dividing projected revenue by average billable employees (Ending billable employees 2020+Projected billable employees 2021 / 2) ; Billable employees are projected based on projected revenue, billing rates and utilization. (5) Estimated for latest 12 months as of 2021E year - end. (6) Represents portion of 2021E revenue generated by clients that also generated revenue in 2020A.

Investment Highlights 14

Investment Highlights 15 2 5 1 Massive $750B+ (1) digital transformation services addressable market with a long runway for high growth 4 3 (1) Source: Gartner estimates for 2022. Pure - play digital transformation provider across the client lifecycle Proven, highly profitable business model with substantial organic and inorganic growth opportunities Culture of excellence drives strong talent acquisition and retention Unique Agile / DevOps capabilities with Americas onshore and nearshore service delivery

Market Opportunity 16 AgileThought is addressing the fastest - growing segment of the massive IT Services market Source: Gartner estimates for 2022. Includes digital business model transformation, digital strategy, digital employee experi enc e, digital customer experience and digital technology services. +15% ’18 - ’24 CAGR +5% ’18 - ’24 CAGR 50% Share of IT services that will be served from nearshore locations by 2023 53% Digital transformation spending as a share of global technology investment by 2023 10% Businesses that have begun their digital transformation , indicating significant runway for growth $750B+ Digital Transformation Services Addressable Market $240M AgileThought 2022E Revenue $1.1T+ Global IT Services Market 1

End - to - End Solution Innovate Strategic Consulting Run Digital Operations Build Digital Delivery 17 Agile & DevOps Coaching Management Consulting Training & Certifications DevOps & Application Optimization Multi Cloud Services Lifecycle Management Support App Engineering & DevOps Advanced Data Analytics AI & ML Application Modernization Commerce & Omnichannel Automation Cloud Architecture & Migration Digital Workplace UX / UI Design Complete end - to - end and deeply embedded solution set at scale, using a nearshore / onshore delivery model 2 Digital Delivery

Full - Cycle Digital Transformation Solutions 18 Embedded with clients, delivering compelling value and sticky relationships Innovate Strategic Consulting Entry at any point along the continuum Increased stickiness Opportunity for upsell Life cycle of continuous refreshes Drives long - term client relationships Enables AgileThought to develop sticky, long - tenured clients (10+ Years) 2 Global financial services company with a market cap of $130B+ Multinational technology company with a market cap of $1T+ U.S. healthcare insurance provider with a market cap of $80B+ International bank with a market cap of $50B+ Big Four accounting firm Full Cycle Digital Transformation

Applications 52% Digital Banking 18% Data Analytics & Insights 11% Other 6% Innovate 3% Ops. & Management 6% Managed Cloud Services 4% 19 2021E Revenue Breakdown U.S. 67% Latin America 33% Financial Services 26% Professional Services 28% CPG, Retail & Industrial 15% Healthcare & Life Sciences 20% Technology 6% Others 4% Revenue by Industry Revenue by Client Geography Revenue by Service Line Majority of revenue is based on T&M contracts (2) , providing flexibility 69% of revenue in USD (1) Does not sum to 100%, because many clients engage AgileThought for multiple services. (2) T&M (time and materials) contracts are contracts in which clients are billed based on the hours spent on a given project. 2 Diversity across industries, geographies and service lines % of ‘21E revenue % of ‘21E clients (1) 10% ~60% Run 3% ~30% Innovate 87% ~90% Build

Accelerated Time to Market Increased Collaboration Delivering Agile / DevOps at Scale 20 An Onshore / Nearshore approach is the only way to deliver true Agile and DevOps Agile / DevOps + Onshore / Nearshore Delivery $ Iterative development & innovation Customer - centric Expedited time to market Better quality and client experience Cost - efficient delivery “Agile and DevOps will be the de facto approach to develop and deploy applications to enable continuous delivery.” (2) Proximity - based model Delivering at scale Highly productive & collaborative 3 “Speed to market is increasingly important for customers aligning their business to the fast turnaround of digital business initiatives and instant customer needs.” (1) (1) Gartner, “Forecast Analysis: Digital Business Implementation and Refinement Services, Worldwide.” (2) Gartner, “Predicts 2020: Agile and DevOps Are Key to Digital Transformation.”

COSTA RICA (1%) 20+ consultants (1) San José (1) As of 3/31/2021. (2) Excludes countries with less than 10 employees. (3) Includes employees in Ciudad de México (CDMX), Queretaro, Morelia, Merida, Colima, Guadalajara and Jalisco. (4) Sources: World Economic Forum; UNESCO Institute for Statistics. Differentiated Nearshore / Onshore Delivery Model 21 Same Time Zone Enables efficient service delivery (+/ - 2 hours to all U.S.) 2.5 Hour Flight to U.S. (Southern U.S.) Large Talent Pool 8 th country in the world by total number of engineering graduates per year (~120K per annum) (4) MEXICO MEXICO (71%) (3) ~1,470 consultants (1) Mexico City | Mérida | Guadalajara Distributing agile software development at scale 5 Countries (1,2) 2,000+ Consultants (1) 9 Talent Centers (1) BRAZIL (9%) 190+ consultants (1) São Paulo U.S. (17%) 320+ consultants (1) Tampa ARGENTINA (2%) 32+ consultants (1) Buenos Aires Margin Expansion Increasing USD Revenue coupled with MXN COGS expense creates a natural inflation hedge 4

AgileThought Top 5 Universities U.S. News Ranking of Top Engineering Schools in Mexico National Autonomous University of Mexico #1 Tecnológico de Monterrey #2 National Polytechnic Institute #4 Universidad Tecnológica de México Universidad del Valle de México Well - Positioned to Source Quality Talent from Mexico 22 AgileThought Recruits from the Top Engineering Universities in Mexico (2) (1) Source: National Association of Universities and Higher Education Institutes; Includes graduates majoring with degrees focused on actuarial science, engineering, mathematics and IT and telecom sectors. (2) Source: U.S. News & World Report: Best Global Universities for Engineering in Mexico, 2021. (3) Source: Terminal.io - Engineering 2020 - Mexico market analysis. (4) Sources: National Association of Universities and Higher Education Institutes, Federal Council of Deans of Engineering and Company analysis of data measuring the Argentina IT community. (5) Jan. ‘21A YTD average utilization rate calculated by dividing billable hours reported to external clients by total standard working hours. MEXICO CITY GUADALAJARA MONTERREY Three Largest Tech Hubs in Mexico 30 - 35 Number of days for AT to prepare a new nearshore team member for U.S. deployment Large pockets of talent in major tech hubs, while work from home allows AgileThought to recruit from anywhere in Mexico 7:1 Size ratio of IT talent pool of Mexico compared to Argentina (4) 3x As many job candidates per AT open role in Mexico compared to the U.S. market (3) 87% Utilization rate of AgileThought employees across US – LATAM locations (5) The Mexican technology labor pool increases by 160K+ new graduates per year and grows ~7% annually (1) 4

23 AgileThought Strategic Growth Plan Expand wallet share by cross - selling within existing clients & new logo acquisitions Strategic approach to M&A with a well - executed M&A strategy AgileThought plans to expand through organic growth, acquisitions and workforce expansion Focus on enterprise businesses with higher deal values 5

Top Clients by ´ 21E Growth (1) 2020A (2) 2021E (3) % '21E % of '21E ($M) Growth Revenue Top 10 Clients $77.1 $105.7 37% 57% Top 15 Clients $91.7 $121.1 32% 66% Top 20 Clients $99.4 $128.2 29% 70% $6.5 $7.3 2020A 2021E (1) Clients with over $1M sales in 2020 sorted by highest growth rates for 2021E. (2) 2020A information is based on audited financials. (3) 2021E revenue by client projected based on management estimates. (4) 2021E live client projects based on management estimates. (5) Management estimates, based on total client spend with Agile Thought divided by total estimated client addressable IT budget. (6) The top 20 clients of 2020A and 2021E comprise more than 60% of revenue for each year. Calculation based on top 20 clients sorted by total revenues in 2020, this sorting is different from the clients included in Large Opportunity to Gain More Wallet Share of Existing Clients table. 24 5 Clients 9 Clients 31 Clients $10M+ '21E Revenue $5M+ '21E Revenue $1M+ '21E Revenue Top 20 Clients: Average Revenue per Client (3,6) x Client - centric operating model provides effective client management x Established enterprise - grade sales function and growth of U.S. sales team throughout 2020 to build the pipeline for future growth x 19 client executives and 10 client partners in ‘20A growing to 24 and 16, respectively, in ‘21E x Emphasis on long - term and outcome - based deals x Intentional focus on enterprise businesses with higher deal values 12% Significant Number of High - Value Clients (4) Large O pportunity to Gain M ore Wallet Share of Existing Clients ($ in millions) 5 Account - Based Management Drives Growth & Expands Wallet Share (2) (3) Global financial services company with a $130B+ market cap U.S. healthcare insurance provider with a market cap of $80B+ U.S. healthcare technology company with a market cap of $4B+ Leading private equity - backed communications technology and services company Retailer of aftermarket automotive products with a market cap of ~$30B Big Four professional services firm with over 200K+ employees 2021E Live Projects # (4) AgileThought’s Estimated IT Budget Wallet Share (5) 5 5% 4 2% 2 8% 1 1% 4 1% 13 1%

$106 $351 Record Sales pipeline supports growth acceleration into 2021 25 Sales opportunity Pipeline has more than tripled in the las 12 Months to a record high of $351M Expected Growth Driven by Increasing the Pie Within Existing Clients (1) Unweighted and includes all stages as of March 2021. 5 May - 20 Mar - 21 Renewal $95 27% New Logo $52 15% Cross - Sell $68 19% Expand - Sell $136 39% Total Current Pipeline (1) $351M # of Deals 760 ~3x Sales Pipeline (1) for Full Year 2021E Revenue

26 Strategic M&A will Continue to Supplement Strong Organic Growth The Company has completed 11 transactions and has a proven track record of acquiring and integrating complementary businesses Pipeline of potential opportunities, worth $300M+ enterprise value 10+ Analytics AI & RPA (1) Cloud DevOps UI / UX (2) Digital Transformation Expand presence in the U.S. market Seek out targets with potential for synergy realization and accretion Add new complementary solutions and services Target companies whose capabilities will integrate seamlessly with AgileThought’s existing services Seeking Forward - Looking, Technology - Focused Targets 5 M&A Strategy and Priorities (1) Artificial Intelligence and Robotic Process Automation. (2) User Interface and User Experience.

Management Team with Track Record of Execution 27 Manuel Senderos Chairman & Chief Executive Officer Federico Tagliani Chief Operating Officer Jorge Pliego Chief Financial Officer Kevin Johnston Chief Revenue Officer Clare Deboef Chief Information Officer Taylor Howard Managing Director, Build Diego Zavala Head of M&A Diana Abril Chief Legal Officer Steven Granese Managing Director, Innovate Daniel Novelo Managing Director, Run Ana Hernández SVP, Corporate Finance 20+ 4+ 4+ 1+ 13+ 1 6+ 6+ Indicates years at AgileThought 5+ 4+ 6+

Financial Highlights 28

$187 $210 $164 $184 $240 PF 2018A PF 2019A PF 2020A 2021E 2022E Strong Financial Profile 29 ($ in millions) ($ in millions) ($ in millions) Revenue (1) Gross Profit (1) Adj. EBITDA (1,3) Revenue Growth % (1) 20% 12% (22%) 13% 30% Gross Profit Margin % (1) 35% 34% 31% 33% 34% Adj. EBITDA Margin % (1,3) 13% 15% 11.3% 18% 18% (1) PF 2018A, PF 2019A and PF 2020A Revenue, Gross Profit and Adjusted EBITDA and Revenue Growth and Gross Profit Margin based on th ose amounts, are all non - GAAP financial measures; please see pages 44 and 45 for a reconciliation to the GAAP equivalent measures. Forecasts do not include potential acquisitions. (2) 2020A information is based on audited financials. (3) Adjusted EBITDA and Adjusted EBITDA Margin are non - GAAP financial measures. 21% CAGR (2) (2) (2) $66 $72 $51 $62 $82 PF 2018A PF 2019A PF 2020A 2021E 2022E 27% CAGR $24 $31 $19 $33 $44 PF 2018A PF 2019A PF 2020A 2021E 2022E 54% CAGR

$34.2 $12 $37 $42 $12 $13 4Q20 Jan-21 Feb-21 Mar-21 1Q21E 2Q21E 126 200 272 1,960 1,932 1,983 2,006 2,132 2,206 2,278 4Q20 Jan-21 Feb-21 Mar-21 Apr-21 May-21 Jun-21 2021 Target Revenue on Track 30 ($ in millions) Quarterly Revenue Build - Up (1) Headcount and Bench – On Track to Support Expansion in Sales (1) (1) Based on Company’s current estimates. (2) Based on preliminary internal unaudited financials. A A A E E E A A A 23% Growth Current Billable headcount Cumulative Net Billable Hires A A (2)

Sales Productivity and Delivery Efficiency Drives Strength 31 ($ in thousands) ($ in millions) Revenue per Billable Employee (1) As Nearshore represents a larger portion of AT’s service delivery resources, gross margins will expand 330+ bps from ’20A to ‘22E Gross Profit by Delivery Model % of Total 63% 69% 37% 31% PF 2020A 2022E Nearshore Onshore Gross Margin % (1) Revenue per billable employee is calculated by dividing PF Revenue by the average billable employees for 2020 and estimated r eve nue by projected average billable employee for 2022; (Projected ending billable employees 2021+Projected billable employees 2022 / 2 Billable employees are projected based on projected revenue, billing rates and uti liz ation. (2) PF Revenue, Gross Profit and Gross Margin are non - GAAP financial measures; please see page 44 for a reconciliation to the GAAP e quivalent measure. 2020A information is based on audited financials. (2) (2) (2) $76 $78 PF 2020A 2022E 30.9% 34.2% PF 2020A 2022E

Long - Term Goals (1) 32 Revenue Growth 20%+ Gross Margins 35%+ Adjusted EBITDA Margins 20%+ (1) Disclaimer: AgileThought has not reconciled any of the non - GAAP measures referenced above to the most comparable GAAP measures in its long - t erm non - GAAP operating model because certain items are out of AgileThought’s control and / or cannot be reasonably predicted. Accordingly, a reconciliation is not available without unreas ona ble effort. These goals are forward - looking, are subject to significant business, economic, regulatory and competitive uncertainties and contingencies, many of which are beyond the control of the Company and its management and a re based upon assumptions with respect to future decisions, which are subject to change. Actual results will vary and those variations may be material. Nothing in this presentation should be regarded as a representation b y a ny person that these objectives will be achieved and the Company undertakes no duty to update its goals as circumstances change

Benchmarking 33

18% 20% 20% 24% 16% 21% 22% 22% 22% 20% AgileThought’s Growth & Margins are In - Line with Other Pure - Play Digital Providers 34 2022E Revenue Growth (1) 2022E Adjusted EBITDA Margin (2) Median: 22% Median: 20% Source: S&P Capital IQ Consensus Estimates as of 3/11/2021. (1) Expected Revenue growth based on CAGR 2020A – 2022E. (2) Adjusted EBITDA Margin is a non - GAAP financial measure. (1)

$76 $77 $62 $88 $67 95% 87% 79% 86% 87% AgileThought Compares Favorably to Other Pure - Play Digital Providers 35 ($ in thousands) Median: $72 2020A Revenue per Billable Employee (1) Source: Public Filings, S&P Capital IQ Consensus Estimates as of 3/11/2021. (1) Revenue per billable employee is calculated by dividing FY2020 revenue by billable employees; Billable employee count based on average of Dec. 2019 and 2020. (2) 2020A information is based on audited financials. (3) FX Rate: Financials translated into USD at an exchange rate of 1.390201857 USD/GBP. (4) Grid Dynamics is based off total headcount; billable employees undisclosed. (5) Free cash flow conversion calculated using Adj. ‘22E EBITDA less ’22E Capex / Adj. ‘22E EBITDA. (6) Free cash flow conversion is calculated using Adj. EBITDA, which is a non - GAAP financial measure. (4) Median: 85% 2022E Free Cash Flow Conversion (5,6) (2) (3)

2.0x 4.8x 6.6x 6.7x 3.9x AgileThought EPAM Globant Endava Grid Dynamics 2.6x 5.9x 8.0x 8.2x 4.7x AgileThought EPAM Globant Endava Grid Dynamics AgileThought’s Transaction Value is at a ~64% Discount to Other Pure - Play Digital Providers 36 EV / 2021E Sales EV / 2022E Sales Source: S&P Capital IQ Consensus Estimates as of 3/11/2021. (1) AgileThought valuation based on total enterprise value from pages 8 and 9. Median: 7.0x Median: 5.7x (1) (1)

10.9x 24.4x 32.6x 28.2x 24.7x AgileThought EPAM Globant Endava Grid Dynamics 14.7x 30.7x 40.9x 33.7x 43.4x AgileThought EPAM Globant Endava Grid Dynamics AgileThought’s Transaction Value is at a ~60% Discount to Other Pure - Play Digital Providers 37 EV / 2021E Adjusted EBITDA (1) EV / 2022E Adjusted EBITDA (1) Source: S&P Capital IQ Consensus Estimates as of 3/11/2021. (1) Adj. EBITDA is a non - GAAP financial measure. (2) AgileThought valuation based on total enterprise value from pages 8 and 9. Median: 37.3x Median: 26.5x (2) (2)

Appendix 38

Digital Transformation Partner of Choice for 20+ Years 39 2000 2016 2017 2018 2019 2020 2015 2021 Acquired & rebranded as AgileThought to extend footprint in U.S. & enhance software development capabilities Acquired to add U.S. clients, bolster nearshore delivery & deepen healthcare expertise Founded as AN Global by Manuel Senderos (CEO) Partnership with Nexxus Capital & five acquisitions Partnership with Credit Suisse & three acquisitions Acquired Faktos & expanded business intelligence consulting solutions with a nearshore model Acquired a Mexican - based digital banking services company Employees: ~1,860 HQ in Dallas, TX Strategic Expansion Business Milestones Legend Digital Transformation Cloud, Analytics, & Digital Marketing eCommerce Capabilities Added Named to the Inc. 5000 List for 12 consecutive years Federico Tagliani (COO) joins Jorge Pliego (CFO) joins Kevin Johnston (CRO) joins Employees: 2,200+

40 Strategic Approach to Talent Sourcing and Retention Scalable talent acquisition and retention strategy drives efficiency and productivity Talent Sourcing Ongoing Employee Training Culture Drives Talent Retention x Source top talent from emerging markets in the Americas with highly educated technology workforces x Training programs enhance employee capabilities x Recognized by Fortune Magazine as a Great Place to Work - Certified TM company for 8 consecutive years and as a Best Workplace for Millennials 81% Avg. Retention Rate (1) (1) Two - year average retention rate of billable employees for period 2019A to 2020A. Calculated by dividing the number of billable e mployees who voluntarily exited by the average number of employees in the past two years. Adjusted to reflect impact of acquisitions, dispositions, discontinued operations and a non - core project.

2019 Provider of enterprise software development and transformation services 2018 Application development and nearshore delivery business Key Strategic Acquisitions 41 Strategic M&A will Continue to Supplement Strong Organic Growth Knowledge of consultant methodologies Core customer base Strong employee productivity Bolstered near - shore operations – U.S. customer base with 90%+ delivery in Mexico Description Rationale Successful integration of acquisitions has allowed AgileThought to more than double in size and deliver the full suite of products it offers today + 9 other acquisitions

42 Client Case Study: International Financial Services Company Delivering substantial value, building a long - term client relationship > 10 - year tenure Client Overview • Regional subsidiary of an international financial services company that is one of the largest banking institutions in the world • Parent company operates in 5+ major international markets • 25,000+ employees and 2,500+ branches in the region Client Challenges • Faced challenges in its ability to deliver products to clients quickly • Poor integration between AgileSquad Teams and Release Teams • Difficulty bringing new technology and advanced products to consumers 16% CAGR 2018A – 2021E Client Revenue (1) Client Relationship Summary • The AgileThought team has 220+ full - time consultants working on projects, with 100 of these dedicated to AgileSquad teams • AgileThought supports the Client across infrastructure support, security office center, cyber security, cloud services and database management • Client across Innovate, Build and Run 45% reduction in preparation time Improved quality of the deployment plan 20% reduction in technical team errors / deviations 25% reduction in deployment windows due to greater control over time and release functions Proven Impact AgileThought’s Multilayered Solution • Integration of DevOps team and Dev team • Implementation of a release management digital tool • Consulting, mentoring and technical training to prepare all teams for a new Agile / DevOps model • Three - year contract to implement, control and evaluate the model on a virtuous - cycle basis (1) 2020A information is based on audited financials. 2021E Revenues as per company’s current estimates.

AgileThought Historical and Projected Financial Performance 43 ($ in millions) (1) 2020A information is based on audited financials. (2) Each of Revenue for 2018, 2019 and 2020, Gross Profit for 2018, 2019 and 2020, and Gross Profit Margin for 2018, 2019 and 2020 are pro forma amounts and are non - GAAP financial measures, please see pages 44 and 45 for a reconciliation to the GAAP equivalent measures. (3) Represents non - cash compensation expenses related to the Company’s equity incentive plan. Stock - based compensation in 2021E - 2022E are estimates and have not been approved by AgileThought's compensation committee. (4) Adjusted EBITDA for 2018, 2019, 2020 and Adjusted EBITDA Margin for 2018, 2019 and 2020 are pro forma amounts and are non - GAAP financial measures; please see page 44 for a reconciliation to the GAAP equivalent measures for Adjusted EBITDA for 2018, 2019 and 2020. Adjusted EBITDA for 2021E and 2022E are non - GAAP financial measures. (5) GAAP Capital Expenditures shown, which exclude full year impact of Capital Expenditures from acquired or divested business. PF 2018A PF 2019A PF 2020A (1) 2021E 2022E Income Statement Revenue $187 (2) $210 (2) $164 (2) $184 $240 Growth % 20% 12% (22%) 13% 30% Cost of Sales 121 138 113 123 158 Gross Profit $66 (2) $72 (2) $51 (2) $62 $82 Margin % 35% (2) 34% (2) 31% (2) 33% 34% Margin Change - 100 bps - 350 bps +260 bps +70 bps Selling, General and Administrative Expenses $44 $42 $32 $36 $50 % of Revenue 23% 20% 20% 20% 21% Adjustments Plus: Stock Based Compensation (3) 1 1 0 .2 7 12 % of Revenue 1% 1% 0.13% 4% 5% Adj. EBITDA (4) $24 $31 $19 $33 $44 Margin % (4) 13% 15% 11% 18% 18% Growth % 31% (40%) 77% 35% Margin Change +220 bps - 350 bps +650 bps +60 bps Memo: Capital Expenditures (5) $2 $1 $1.5 $2 $2 % of Revenue 1% 0% 1% 1% 1%

Reconciliation to GAAP Financial Metrics 44 ($ in millions) 2018A 2019A 2020A (1) PF Revenue PF Revenue $187 $210 $164 Adjustments for acquired businesses (2) (103) (45) - Adjustments for divested or discontinued businesses (3) 27 9 0 GAAP Revenue $110 $174 $164 2018A 2019A 2020A (1) PF Gross Profit PF Gross Profit $66 $72 $51 Adjustments for acquired businesses (2) (36) (14) - Adjustments for divested or discontinued businesses (3) 7 1 (0) GAAP Gross Profit $37 $59 $51 (1) 2020A information is based on audited financials. (2) These adjustments give effect to acquisitions of 4 th Source, AgileThought and other tuck - in acquisitions in the relevant reporting period as if acquisitions had occurred at the beginning of the relevant reporting period. (3) These adjustments give effect to dispositions of non - core operations in Spain and Eprocure and discontinuations of certain operations in the relevant reporting period as if dispositions / discontinuations had occurred at the beginning of the relevant reporting period. (4) Represents non - cash compensation expenses related to AgileThoughts ’ equity incentive plan. 2018A 2019A 2020A (1) PF Adjusted EBITDA PF Adjusted EBITDA $24 $31 $19 Adjustments for acquired businesses (2) (14) (6) - Adjustments for divested or discontinued businesses (3) 5 (0) (0) Adjusted EBITDA $15 $25 $18 Stock Based Compensation (4) (1) (1) (0) Depreciation and Amortization (4) (6) (7) Impairment Losses (0) (7) (17) Operating Income $9 $11 ($6) Other (expense)/income, net 0 (9) (1) Other interest expense, net (3) (13) (17) Profit (Loss) Before Taxes $6 ($11) ($24) Income tax benefit/(expense) (2) (5) 2 GAAP Net Profit (Loss) $4 ($16) ($26)

Reconciliation to GAAP Revenue, GAAP Gross Profit and GAAP Gross Margin 45 ($ in millions) 2018A 2019A 2020A (1) PF Revenue $187 $210 $164 Adjustments for acquisitions, divested and discontinued businesses (2) (77) (36) 0 GAAP Revenue $110 $174 $164 PF Gross Profit $66 $72 $51 Adjustments for acquisitions, divested and discontinued businesses (2) (29) (13) (0) GAAP Gross Profit $37 $59 $51 Gross Margins PF Gross Profit Margin % 33% 34% 31% GAAP Gross Profit Margin % 35% 34% 31% (1) 2020A information is based on audited financials. (2) These adjustments give effect to acquisitions of 4 th Source, AgileThought and other tuck - in acquisitions in the relevant reporting period as if acquisitions had occurred at the beg inning of the relevant reporting and give effect to dispositions of non - core operations in Spain and Eprocure and discontinuations of certain operations in the relevant reporting period as if dispositions / discontinuations had occurre d at the beginning of the relevant reporting period.

PF 2019A to 2020A Revenue & PF Adj. EBITDA Bridges 46 Drivers • Lost revenue from delayed or canceled projects and restructured contracts due to COVID • Revenue from projects that ended in 2019A due to normal course business 1 2 ($ in millions) Drivers • Salary decreases, reduction in third - party contractor spending and COVID related reductions in force • G&A related expense reductions, accrual reversals and cancellation of variable compensation • Decrease in gross profit due to the impact of COVID impacted clients, transition clients and normal course ending contracts • Other COVID related savings such as real estate, IT and HR expenses 1 4 PF 2020A Adjusted EBITDA Bridge COVID COGS Savings COVID SG&A Reductions Decrease in Gross Profit Other Changes in SG&A ($ in millions) 1 2 (1) PF 2019A and 2020A Revenue are non - GAAP financial measures; please see page 44 for a reconciliation to the GAAP equivalent measures. (2) 2020A information is based on audited financials. (3) New business is comprised of revenue from upselling and new clients (new logos). (4) PF 2019A and 2020A Adjusted EBITDA are non - GAAP financial measures; please see page 44 for a reconciliation to the GAAP equivalent measures. 1 2 3 PF 2019A Adj. EBITDA PF 2020A Adj. EBITDA 4 3 2 PF 2020A Revenue Bridge 2020A Growth challenged by the impacts of COVID (1) (4) (2,4) (1,2) (3)

PF 2020A to 2021E Revenue Build & Adj. EBITDA Bridge 47 Drivers • Revenue retention rates increasing as the impact of COVID lessens • Upselling opportunity increases from 2020 as IT spending becomes less conservative, and clients ramp digital transformation spending to address effects of COVID • As Revenue retention rates normalize, Revenue from new logos ramps as AT invests more capital into its sales team and sales productivity increases 2021E Growth trending upwards as the impacts of COVID begin to fade 1 2 3 1 2 3 ($ in millions) 2021E Adjusted EBITDA Bridge ($ in millions) Drivers • Expense savings carryforward from 2020 initiatives • Investments in the sales team and IT • Gross profit growth from increased revenue and the continued shift to a nearshore focused delivery model 1 2 3 1 2 3 Current Pipeline of ~$350M of TCV covers ‘21E go - get revenue by ~1.9x (1) 2020A information is based on audited financials. (2) PF 2020A Adj. EBITDA is a non - GAAP financial measure; please see page 44 for a reconciliation to the GAAP equivalent measure. (3) Adjusted EBITDA is a non - GAAP financial measure. 2021E Revenue Build Backlog & Renewal 73% of ‘21E revenue (1) (1,2) (3)

2021E to 2022E Revenue Build 48 1 2 3 % of FY’22E Revenue 70% 22% 8% Drivers • Revenue retention rates normalize to pre - COVID levels (80%+) • Taking larger wallet share from enterprise clients (on average, AT is penetrating only 3% of its enterprise clients’ total IT budget) and capturing imbedded growth from rapidly expanding platform companies • Increasing growth in new business, as AT adds more sales representatives, improves salesforce productivity and targets larger deal sizes 1 2 3 ($ in millions) A return to 20%+ growth in 2022E through retention rate normalization, enhanced sales execution and fertile upsell opportunit ies Est. Backlog & Renewal 70% of ‘22E revenue 2022E Revenue Build

Definitions 49 PF Revenue is defined as GAAP revenue plus adjustments for acquired businesses and less adjustments for divested or discontinued busines ses . PF Gross Profit is defined as GAAP gross profit plus adjustments for acquired businesses and less adjustments for divested or discontinued bu sin esses. PF Gross Profit Margin is defined as PF Gross Profit divided by PF Revenue. PF Adjusted EBITDA is defined as Adjusted EBITDA plus adjustments for acquired businesses and less adjustments for divested or discontinued busi nes ses. PF Adjusted EBITDA Margin (for 2018, 2019 and 2020) is defined as PF Adjusted EBITDA divided by PF Revenue. Adjusted EBITDA is defined as net profit/(loss) plus income tax expense/(benefit), plus other interest expense, net, plus other expense/(inco me) , plus impairment losses, plus depreciation and amortization, plus FX (gains)/losses, plus stock - based compensation expense. Adjusted EBITDA Margin (for 2021 and 2022) is defined as Adjusted EBITDA divided by GAAP revenue. Free Cash Flow Conversion (for 2022) is defined as Adjusted EBITDA less GAAP Capital Expenditures divided by Adjusted EBITDA. Revenue Per Billable Employee i s calculated by dividing PF Revenue by average billable employees for 2019 and 2020 and estimated revenue for 2021 and 2022 by average projected billable employees. Billable employees are projected based on projected revenue, billing rates and utili zat ion. New Business Revenue is comprised of revenue from upselling and new clients (new logos). Average Retention Rate is ca lculated by dividing the number of billable employees who voluntarily exited by the average number of employees in the past t wo years. Adjusted to reflect impact of acquisitions, dispositions, discontinued operations and a non - core project.

Thank You 50