425

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): August 18, 2022 (August 17, 2022)

LIV CAPITAL ACQUISITION CORP. II

(Exact name of registrant as specified in its charter)

Commission File Number: 001-41269

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

Mexico, 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	LIVB	The NASDAQ Stock Market LLC
Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50	LIVBW	The NASDAQ Stock Market LLC
Units, each consisting of one Class A ordinary share and three-quarters of one redeemable warrant	LIVBU	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.

Business Combination Agreement

On August 17, 2022, LIV Capital Acquisition Corp. II, a Cayman Islands exempted company (“LIVB”), entered into that certain Business Combination Agreement (the “Business Combination Agreement”) with Covalto Ltd., a Cayman Islands exempted company (“Covalto”), and Covalto Merger Sub Ltd., a Cayman Islands exempted company and direct, wholly-owned subsidiary of Covalto (“Merger Sub”), pursuant to which, among other things, Covalto will make an election to be classified as an association taxable as a corporation for U.S. federal income tax purposes and effect a Pre-Closing Capital Restructuring (as defined below), and Merger Sub will subsequently be merged with and into LIVB, with LIVB being the surviving entity in the Merger (as defined below) and continuing (immediately following the Merger) as a direct wholly-owned subsidiary of Covalto (following and after giving effect to the proposed business combination, “New Covalto”), on the terms and subject to the conditions set forth therein (the “Merger”, and together with the other transactions contemplated by the Business Combination Agreement, the “proposed business combination”).

As a result of the proposed business combination, each issued and outstanding Class A ordinary share, par value US$0.0001 per share of LIVB, and Class B ordinary share, par value US$0.0001 per share of LIVB, will be automatically surrendered and exchanged for the right to receive one newly-issued Class A ordinary share, par value US$0.0001 per share, of New Covalto (each a “New Covalto Class A Ordinary Share” and collectively, the “New Covalto Class A Ordinary Shares”), and each issued and outstanding warrant to purchase Class A ordinary shares of LIVB (a “LIVB Warrant”) will be converted into and become a warrant to purchase New Covalto Class A Ordinary Shares (a “New Covalto Warrant”), and New Covalto shall assume each such LIVB Warrant in accordance with its terms.

The Business Combination Agreement and the transactions contemplated thereby were unanimously approved by the board of directors of LIVB and the board of directors of Covalto.

Merger Consideration

Covalto Warrants

Subject to the terms and conditions of the Business Combination Agreement, certain existing warrants to purchase ordinary shares of Covalto (each an “Existing Covalto Warrant”) shall be converted into ordinary shares of Covalto (the “Existing Covalto Warrant Conversion”), and any other Existing Covalto Warrants shall be exchanged for a warrant to purchase the corresponding number of New Covalto Class A Ordinary Shares, in each case as adjusted to give effect to the proposed business combination.

Preferred Merger Consideration

Subject to the terms and conditions of the Business Combination Agreement, effective immediately prior to the Pre-Closing Capital Restructuring, and pursuant to a conversion direction notice to be executed by the applicable holders of preferred shares of Covalto, each preferred share of Covalto shall convert into one ordinary share of Covalto in accordance with the terms of the Covalto Articles of Association (as defined therein) (such conversion, the “Covalto Preferred Conversion”).

Pre-Closing Capital Restructuring

Effective immediately following the Covalto Preferred Conversion and immediately prior to the LIVB Effective Time (as defined therein) and in accordance with the required shareholder approval of Covalto: (i) each ordinary share of Covalto shall be re-designated as a New Covalto Class A Ordinary Share; (ii) each authorized and unissued preferred share of Covalto shall be cancelled; (iii) Class B ordinary shares, par value, US$0.0001 per share, of New Covalto (the “New Covalto Class B Ordinary Shares”) shall be created and authorized; (iv) an increase to the number of New Covalto Class A Ordinary Shares shall be authorized; and (v) the closing amended and restated Covalto Articles of Association shall be adopted (collectively, the “Pre-Closing Capital Restructuring”).

Closing True-Up

Concurrently with the LIVB Effective Time, New Covalto shall issue to the holders of New Covalto Class A Ordinary Shares and New Covalto Class B Ordinary Shares (with each receiving its pro rata portion) a number of New Covalto Class A Ordinary Shares and New Covalto Class B Ordinary Shares, respectively (the “Closing True-Up”), such that, upon giving effect to the LIVB Closing Share Consideration (as defined therein), the Covalto Preferred Conversion, Closing True-Up, the Pre-Closing Capital Restructuring, the Existing Covalto Warrant Conversion, the number of New Covalto Class A Ordinary Shares outstanding shall be the Pre-Closing Covalto Share Number (as defined therein).

Covenants of the Parties

Each party has agreed in the Business Combination Agreement, subject to the terms and conditions therein, to use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things reasonably necessary or advisable to consummate and make effective as promptly as reasonably practicable the proposed business combination contemplated by the Business Combination Agreement. The Business Combination Agreement also contains certain customary covenants by Covalto and LIVB during the period between the signing of the Business Combination Agreement and the closing of the proposed business combination (the “Closing”), including the conduct of their respective businesses, provision of information, maintenance of books and records, notification of certain matters, obtaining governmental consents, terminating affiliate contracts, as well as certain customary covenants, such as publicity, some of which may continue after the termination of the Business Combination Agreement. Each of Covalto and LIVB also agreed not to solicit or enter into certain alternative competing transactions during the period from the date of the Business Combination Agreement (the “Signing Date”) to the earlier of the Closing and the termination of the Business Combination Agreement. LIVB also agreed that it will ensure LIVB remains listed as a public company and that LIVB’s ordinary shares remain listed on the Nasdaq Capital Market (or any successor stock exchange or inter dealer quotation system operated by the Nasdaq Stock Market, LLC, “Nasdaq”), and Covalto has agreed to use its reasonable best efforts to ensure that New Covalto is listed as a public company and that New Covalto Class A Ordinary Shares are listed on Nasdaq as of the Closing.

Directors of New Covalto

The parties have agreed in the Business Combination Agreement that Covalto shall take all such action within its power as may be necessary or appropriate such that the board of directors of New Covalto as of immediately following the Closing consists of five (5) directors, of whom (a) two (2) individuals will be designated by Covalto, who shall initially be Mr. David Poritz and Mr. Allan Apoj, (b) one (1) individual, who shall be “independent” pursuant to the Rule 10-A(3) of the Exchange Act of 1934, as amended (the “Exchange Act”), and designated by LIV Capital Acquisition Sponsor II, L.P., a Cayman Islands exempted company (the “Sponsor”), who shall initially be Mr. Humberto Zesati, and (c) two (2) directors who will be “independent” pursuant to the Rule 10-A(3) of the Exchange Act, who shall be selected and elected by Covalto prior to its Pre-Closing Capital Restructuring; provided that Covalto shall consult with LIVB prior to the selection of such directors. The initial officers of New Covalto at this time are expected to continue to be the officers of Covalto immediately prior to the Covalto Effective Time.

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:

● the following regulatory approvals: (i) the Mexican Anti-Trust Federal Agency (Comisión Federal de Competencia Económica); and (ii) approval from the Mexican Securities and Banking Commission (“CNBV”) with respect to ultimate beneficial owners and the new indirect shareholders with an ownership interest greater than 5% after Closing and notice to CNBV with respect to new indirect shareholders with an ownership interest greater than 2%;

● the New Covalto Class A Ordinary Shares contemplated to be listed pursuant to the Business Combination Agreement shall have been listed or been approved for listing on Nasdaq;

● there is not in force any applicable law or governmental order by any governmental authority of competent jurisdiction and having jurisdiction over the parties with respect to the proposed business combination;

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

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

● the registration statement on Form F-4 (as such filing is amended or supplemented, and including the proxy statement/prospectus contained therein, the “Registration Statement”) shall have become effective in accordance with the provisions of the Securities Act of 1933, as amended (the “Securities Act”), 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 proceeding seeking such a stop order shall have been threatened or initiated by the SEC that remains pending; and

● the Pre-Closing Capital Restructuring shall have been completed in accordance with Section 3.1(c) of the Business Combination Agreement and the terms thereof and the Covalto Articles of Association.

In addition, the obligation of Covalto to consummate the Closing is subject to the funding by the Anchor Investor of an amount no less than the Anchor Investment Amount (each as defined below) no later than thirty days following the execution of the Business Combination Agreement.

Termination

The Business Combination Agreement may be terminated under certain circumstances, including:

● by the written consent of Covalto and LIVB;

● by either party if: (i) the representations, warranties or covenants of the other party are materially 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 by 11:59 P.M. ET on May 10, 2023, (iii) the consummation of the proposed business combination is permanently restrained, enjoined, prohibited, deemed illegal or prevented by the terms of a final, non-appealable governmental order; or (iv) if the approval of LIVB’s shareholders with respect to the proposed business combination is not obtained upon a vote duly taken thereon at the LIVB special meeting called for such purpose (subject to any permitted adjournment or postponement of such general meeting); or

● by Covalto, if the Anchor Investment (as defined below) has not been duly funded to Covalto, in an amount no less than the Anchor Investment Amount, no later than thirty (30) days following the Signing Date.

Termination Fee

If the Business Combination Agreement is terminated by LIVB pursuant to ‎Section 10.1(f)(ii) therein as a result of Covalto’s failure to perform its obligations and covenants under the agreement, Covalto shall, promptly (but, in any event, within ten (10) Business Days) upon LIVB’s request, pay to LIVB, at Covalto’s option, either (1) $5,500,000 by wire transfer (in accordance with wire instructions specified by LIVB to Covalto) in immediately available funds or (2) 1,125,251 Covalto shares, of the most senior class of preference shares of Covalto then outstanding, or if no preference shares are then outstanding, ordinary shares of Covalto (the “Termination Fee”). The receipt of the Termination Fee, if and when payable, shall be the sole and exclusive remedy of, and no specific performance or equitable remedies shall be available to, LIVB, the Sponsor or any of their respective affiliates and representatives under the Business Combination Agreement and each other transaction document (other than the confidentiality agreement).

Other General

The Business Combination 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 Business Combination Agreement has been filed to provide investors with information regarding its terms. It is not intended to provide any other factual information about LIVB or Covalto. In particular, the representations, warranties, covenants and agreements contained in the Business Combination 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 Business Combination 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 Business Combination 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 Business Combination Agreement. In addition, the representations, warranties, covenants and agreements and other terms of the Business Combination 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 Business Combination Agreement, which subsequent information may or may not be fully reflected in LIVB’s public disclosures.

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

Mandatorily Convertible Notes

Prior to the date hereof, Covalto obtained investments from certain investors in a private placement of mandatorily convertible notes, issued by Covalto to the investors party thereto, and immediately following, and after giving effect to, the consummation of the Merger, such securities shall convert into New Covalto Class A Ordinary Shares in accordance with their terms.

In addition, Covalto has obtained commitments from an anchor investor (the “Anchor Investor”) pursuant to a mandatorily convertible note of the same series (the “Mandatorily Convertible Anchor Note” and, together with the existing notes, the “Mandatorily Convertible Notes”) in the form set forth on Exhibit 10.1 hereto (the “Anchor Investment”), for an amount in United States dollars that is equivalent to 600,000,000 Mexican pesos calculated using the Mexican pesos to United States dollars exchange rate reported by Banco de México and published in the Federal Official Gazette (Diario Oficial de la Federación) as of the business day immediately preceding the funding date of the Mandatorily Convertible Anchor Note (the “Anchor Investment Amount”).

The Mandatorily Convertible Notes accrue interest at a rate equal to seven percent (7.0%) per annum, compounding annually, subject to the terms therein. The Mandatorily Convertible Notes shall be payable in cash or, at Covalto’s option, in kind by way of addition to the outstanding principal, semi-annually. Interest shall commence on the respective closing date of any note and shall continue on the outstanding principal of such Mandatorily Convertible Note until paid or converted in accordance with the provisions thereof. Any payment made by Covalto with regard to any outstanding Mandatorily Convertible Note will be made simultaneously with regard to each of the other Mandatorily Convertible Notes then outstanding on a pro rata basis in the same proportion of the outstanding principal balance then due under the applicable Mandatorily Convertible Note to be so paid bears to the outstanding aggregate principal balance then due under all of the Mandatorily Convertible Notes.

Each of the Mandatorily Convertible Notes, including the Anchor Investment and the prior outstanding notes, is subject to conversion at the Closing of the proposed business combination into ordinary shares of Covalto, at a conversion price equal to eighty percent (80%) of the lowest price per share paid by investors in the proposed business combination or, if earlier: (i) upon another Qualified Financing (as defined therein); (ii) upon a Liquidity Event (as defined therein); or (iii) on July 7, 2023, in each case subject to the conversion pricing and other terms set forth therein.

The Mandatorily Convertible Notes also contain certain anti-dilution provisions in the event of a down-round financing prior to conversion.

In addition, the Mandatorily Convertible Notes contain a provision for additional consideration in the event that the Termination Fee (as defined in the Business Combination Agreement) becomes payable by Covalto to LIVB, then upon the subsequent Conversion of the Mandatorily Convertible Note in accordance with their terms, Covalto shall issue an additional 1,025,000 shares, of the most senior class of preference shares then outstanding, or if no preference shares are then outstanding, into ordinary shares, into which the Mandatorily Convertible Note is converted (the “Additional Consideration”), which Additional Consideration shall be distributed pro rata among the holders of the Mandatorily Convertible Note, in proportion to the outstanding principal balance of the Mandatorily Convertible Note held by each holder to the outstanding aggregate principal balance then due under the Mandatorily Convertible Note; provided that no holder shall receive less than its pro rata share of such amount based on its share of the aggregate principal amount outstanding as of the date hereof, subject to certain additional conditions and restrictions described in Section 8(b) thereof.

The foregoing description of the Mandatorily Convertible Notes do not purport to be complete and are qualified in their entirety by the terms and conditions of the Mandatorily Convertible Anchor Note the form of which is attached as Exhibit 10.1 to this Current Report and is incorporated herein by reference.

Voting Agreements

Company Voting Agreement

Concurrently with the execution of the Business Combination Agreement, LIVB, Covalto and certain holders of the equity securities of Covalto (each, individually, a “Supporting Holder” and, collectively, the “Supporting Holders”) entered into an agreement (the “Company Voting Agreement”) to vote, at a duly called meeting of the shareholders of Covalto, all of such Supporting Holder’s equity securities (1) in favor of the adoption of the Business Combination Agreement, (2) in favor of the approval of the proposed business combination and (3) to take certain other actions in support of the foregoing. The Company Voting Agreement also prevents the Supporting Holders from transferring their voting rights with respect to their equity interests or otherwise transferring their equity interests prior to the Closing, except for certain customary permitted transfers.

Concurrently with the execution of the Business Combination Agreement, Sponsor, certain permitted transferees of Sponsor, LIVB, and Covalto entered into an agreement (the “Sponsor Voting Agreement”), pursuant to which the Sponsor agreed to vote, at a duly called meeting of the shareholders of LIVB, all of such Sponsor’s equity securities of LIVB (1) in favor of the adoption of the Business Combination Agreement, (2) in favor of the approval of the proposed business combination and (3) to take certain other actions in support of the foregoing. The Sponsor Voting Agreement also prevents the Sponsor from transferring their voting rights with respect to their equity interests or otherwise transferring their equity interests prior to the Closing, except for certain customary permitted transfers.

The Sponsor also agreed, subject to certain exceptions, to a lock-up for a period ending on the earlier of (a) the date one (1) year after the Closing or (b) the date that is one hundred and eighty (180) days after the Closing if, prior to such date, the VWAP (as defined therein) has equaled or exceeded $12.50 for any twenty (20) trading days within any thirty (30) consecutive trading day period.

The foregoing description of the Company Voting Agreement and the Sponsor Voting Agreement do not purport to be complete and are qualified in their entirety by the terms and conditions of the Company Voting Agreement and Sponsor Voting Agreement, as applicable, the form of which are attached as Exhibit 10.2 and Exhibit 10.3, respectively, to this Current Report and is incorporated herein by reference.

Contribution Agreement

Concurrently with the execution of the Business Combination Agreement, the Sponsor, LIV Sponsor II GP, LLC (“GP”), certain limited partners of the Sponsor, LIVB and Covalto entered into a contribution agreement (the “Contribution Agreement”), pursuant to which, certain limited partners of the Sponsor and GP have agreed to contribute promissory notes to Covalto in exchange for certain securities of Covalto, subject to the terms and conditions therein.

The foregoing description of the Contribution Agreement do not purport to be complete and is qualified in its entirety by the terms and conditions of the Contribution Agreement, the form of which is attached as Exhibit 10.5 to this Current Report and is incorporated herein by reference.

Registration Rights Agreement

At the Closing, Covalto, LIVB, Sponsor, EarlyBirdCapital, Inc., certain other securityholders of Covalto party thereto, will enter into a registration rights agreement (the “Registration Rights Agreement”) pursuant to which, among other matters, Covalto agrees to file a shelf registration statement within forty-five days following the Closing, and certain existing shareholders of LIVB and Covalto will be granted certain customary demand and “piggy-back” registration rights with respect to their respective shares of New Covalto. Pursuant to the Registration Rights Agreement (i) LIVB, Sponsor, EarlyBirdCapital, Inc. and certain other securityholders party to that certain registration rights agreement, dated as of February 7, 2022 (the “Original SPAC Agreement”) and (ii) Covalto, the Covalto Co-Founders (as defined therein) and certain other investors, including investors party to that certain registration rights agreement, dated as of October 16, 2020 (the “Investors’ Rights Agreement”), acknowledge and agree that the entry into Registration Rights Agreement shall render the Original SPAC Agreement and the Investors’ Rights Agreement, respectively, to be of no further force and effect, and such agreements shall be deemed to be superseded and replaced in their entirety therewith.

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

Item 7.01. Regulation FD Disclosure.

On August 18, 2022, LIVB and Covalto issued a press release (the “Press Release”) announcing the execution of the Business Combination Agreement, the proposed business combination and the financing provided by the Mandatorily Convertible Notes, including the Anchor Investment.

Also on August 18, 2022, LIVB and Covalto released an investor presentation that will be used by LIVB and Covalto 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.

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

The proposed business combination will be submitted to shareholders of LIVB for their consideration. LIVB intends to file a Registration Statement with the SEC which will include preliminary and definitive proxy statements to be distributed to LIVB’s shareholders in connection with LIVB’s solicitation for proxies for the vote by LIVB’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 Covalto’s shareholders in connection with the completion of the proposed business combination. After the Registration Statement has been filed and declared effective, LIVB 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. LIVB’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 LIVB’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 LIVB, Covalto 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 LIVB, 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

LIVB, Covalto 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 LIVB’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 LIVB’s shareholders in connection with the proposed business combination will be set forth in LIVB’s proxy statement / prospectus when it is filed with the SEC. You can find more information about LIVB’s directors and executive officers in LIVB’s final prospectus filed with the SEC on February 9, 2022 (the “IPO Prospectus”), pursuant to Rule 424(b)(4) and relating to its registration statement on Form S-1 (File No. 333-261950), and its current report on Form 8-K filed with the SEC on July 1, 2022. 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.

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 involve significant risks and uncertainties that could cause the actual results to differ materially from the expected results. Most of these factors are outside LIVB’s and Covalto’s control and are difficult to predict. Factors that may cause such differences include, but are not limited to: (1) the approvals, timing, and ability to complete the proposed business combination; (2) the benefits of the proposed business combination, including future financial and operating results of the combined company; (3) the impact of COVID-19 or other adverse public health developments; (4) costs related to the proposed business combination; (5) changes in applicable laws or regulations; (6) the possibility that the combined company may be adversely affected by other economic, business, and/or competitive factors; (7) the risk that the proposed transaction disrupts current plans and operations of Covalto as a result of the announcement and consummation of the transactions described herein; (8) the ability to meet Nasdaq’s listing standards following the consummation of the transactions contemplated by the business combination agreement; and (9) those factors discussed in LIVB’s IPO Prospectus, the Quarterly Report on Form 10-Q for the period ended March 31, 2022, under the heading “Risk Factors” filed with the SEC on May 12, 2022, and other documents of LIVB filed, or to be filed, with the SEC, including the proxy statement/prospectus to be filed on Form F-4 with the SEC and as indicated from time to time in LIVB and Covalto’s respective filings 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 LIVB nor Covalto presently know or that LIVB and Covalto 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 LIVB’s and Covalto’s expectations, plans or forecasts of future events and views as of the date of this Current Report on Form 8-K. LIVB and Covalto anticipate that subsequent events and developments will cause LIVB’s and Covalto’s assessments to change. However, while LIVB and Covalto may elect to update these forward-looking statements at some point in the future, LIVB and Covalto specifically disclaim any obligation to do so. These forward-looking statements should not be relied upon as representing LIVB’s and Covalto’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†	Business Combination Agreement, dated August 17, 2022, by and among LIVB, Covalto and Merger Sub.
10.1	Form of Mandatorily Convertible Anchor Note, by and among Covalto and the Anchor Investor party thereto
10.2	Company Voting Agreement, dated August 17, 2022, by and among LIVB, Covalto and certain holders of the equity securities of Covalto set forth on Schedule 1 thereto.
10.3	Sponsor Voting Agreement, dated August 17, 2022, by and among Sponsor, LIVB and Covalto.
10.4	Form of Registration Rights Agreement by and among Covalto, LIVB, the Sponsor, EarlyBirdCapital, Inc. and the other parties thereto.
10.5	Contribution Agreement, dated August 17, 2022, by and among Sponsor, GP, LIVB, Covalto and the Rollover Parties party thereto.
99.1	Press Release, dated August 18, 2022.
99.2	Investor Presentation.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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

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: August 18, 2022

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

EX-2.1

Exhibit 2.1

EXECUTION VERSION

BUSINESS COMBINATION AGREEMENT

by and among

LIV CAPITAL ACQUISITION CORP. II,

COVALTO LTD.

and

COVALTO MERGER SUB LTD.

Dated as of August 17, 2022

TABLE OF CONTENTS

Page

ARTICLE 1
Certain Definitions
Section 1.1.	Definitions	3
Section 1.2.	Construction	22
Section 1.3.	Knowledge	23
ARTICLE 2
The Merger
Section 2.1.	The Merger	23
Section 2.2.	Effective Time	23
Section 2.3.	Effect of the Merger	23
Section 2.4.	Governing Documents	23
Section 2.5.	Directors and Officers of the Surviving Entities	24
Section 2.6.	Further Assurances	24
Section 2.7.	Withholding	24
ARTICLE 3
Closing; Merger Consideration
Section 3.1.	Treatment of Covalto	25
Section 3.2.	Contribution	26
Section 3.3.	Effect of Merger	26
Section 3.4.	Exchange Agent Procedures	27
Section 3.5.	Mandatorily Convertible Note Conversion	28
Section 3.6.	Closing	28
Section 3.7.	LIVB Closing Statement	28
Section 3.8.	Earn-Out Shares	29
ARTICLE 4
Representations and Warranties of Covalto
Section 4.1.	Corporate Organization of Covalto	30
Section 4.2.	Subsidiaries	30
Section 4.3.	Due Authorization	31
Section 4.4.	No Conflict	31
Section 4.5.	Governmental Authorities; Consents	32
Section 4.6.	Current Capitalization	32
Section 4.7.	Capitalization of Subsidiaries	33
Section 4.8.	Financial Statements	34
Section 4.9.	Undisclosed Liabilities	35
Section 4.10.	Litigation and Proceedings	35
Section 4.11.	Compliance with Laws	35

Section 4.12.	Material Contracts; No Defaults	36
Section 4.13.	Company Group Benefit Plans	39
Section 4.14.	Labor Matters	43
Section 4.15.	Taxes	44
Section 4.16.	Insurance	47
Section 4.17.	Permits	47
Section 4.18.	Equipment and Other Tangible Property	48
Section 4.19.	Real Property	48
Section 4.20.	Intellectual Property and IT Security	49
Section 4.21.	Data Privacy and Security	51
Section 4.22.	Environmental Matters	51
Section 4.23.	Absence of Changes	52
Section 4.24.	Brokers’ Fees	52
Section 4.25.	Related Party Transactions	52
Section 4.26.	Proxy Statement / Prospectus; Information Provided	52
Section 4.27.	International Trade; Anti-Corruption; Certain Business Practices	53
ARTICLE 5
Representations and Warranties of LIVB
Section 5.1.	Corporate Organization	54
Section 5.2.	Due Authorization	55
Section 5.3.	No Conflict	56
Section 5.4.	Litigation and Proceedings	56
Section 5.5.	Compliance with Laws	56
Section 5.6.	Contracts	57
Section 5.7.	Governmental Authorities; Consents	58
Section 5.8.	Trust Account	58
Section 5.9.	Brokers’ Fees	59
Section 5.10.	SEC Reports; Financial Statements; Sarbanes-Oxley Act; Undisclosed Liabilities	59
Section 5.11.	Business Activities	61
Section 5.12.	Taxes	61
Section 5.13.	Capitalization	64
Section 5.14.	NASDAQ Stock Market Listing	64
Section 5.15.	Anchor Investment	64
Section 5.16.	Related Party Transactions	65
Section 5.17.	Proxy Statement / Prospectus	65
Section 5.18.	Absence of Changes	66
Section 5.19.	Indebtedness	66
Section 5.20.	Sponsor Voting Agreement	66
Section 5.21.	Investment Company Act	66
Section 5.22.	Independent Investigation	66

ii 

ARTICLE 6
Covenants of the Company
Section 6.1.	Conduct of Business	67
Section 6.2.	Inspection	71
Section 6.3.	No Claim Against the Trust Account	71
Section 6.4.	Proxy Statement / Prospectus	72
Section 6.5.	U.S. Tax Certificates	73
Section 6.6.	Company Approvals	74
Section 6.7.	No LIVB Ordinary Shares Transactions	74
Section 6.8.	NASDAQ Listing	74
Section 6.9.	Post-Closing Directors and Officers	74
ARTICLE 7
Covenants of LIVB
Section 7.1.	Conduct of LIVB During the Interim Period	75
Section 7.2.	Inspection	77
Section 7.3.	Post-Closing Directors and Officers	77
Section 7.4.	LIVB Public Filings	77
Section 7.5.	NASDAQ Listing	78
Section 7.6.	Anchor Investment	78
ARTICLE 8
Joint Covenants
Section 8.1.	Efforts to Consummate	79
Section 8.2.	Registration Statement; Proxy Statement / Prospectus; Special Meeting	80
Section 8.3.	Exclusivity	84
Section 8.4.	Tax Matters	85
Section 8.5.	Indemnification and Directors’ and Officers’ Insurance	86
Section 8.6.	Cash Bonus Awards	87
Section 8.7.	Closing Amended and Restated Covalto Articles of Association	87
Section 8.8.	Equity Incentive Plan	87
Section 8.9.	Confidentiality; Publicity	88
Section 8.10.	Post-Closing Cooperation; Further Assurances	89
Section 8.11.	Qualification as an Emerging Growth Company	89
Section 8.12.	Qualification as a Foreign Private Issuer	89
ARTICLE 9
Conditions to Obligations
Section 9.1.	Conditions to Obligations of All Parties	89
Section 9.2.	Additional Conditions to Obligations of LIVB	90
Section 9.3.	Additional Conditions to the Obligations of the Company	91
Section 9.4.	Frustration of Conditions	92

iii 

ARTICLE 10
Termination/Effectiveness
Section 10.1.	Termination	92
Section 10.2.	Effect of Termination	93
Section 10.3.	Termination Fee	94
ARTICLE 11
Miscellaneous
Section 11.1.	Waiver	95
Section 11.2.	Notices	95
Section 11.3.	Assignment	96
Section 11.4.	Rights of Third Parties	96
Section 11.5.	Expenses	97
Section 11.6.	Governing Law	97
Section 11.7.	Captions; Counterparts	97
Section 11.8.	Schedules and Exhibits	97
Section 11.9.	Entire Agreement	98
Section 11.10.	Amendments	98
Section 11.11.	Severability	98
Section 11.12.	Jurisdiction; WAIVER OF TRIAL BY JURY	98
Section 11.13.	Enforcement	98
Section 11.14.	Non-Recourse	99
Section 11.15.	Nonsurvival of Representations, Warranties and Covenants	99
Section 11.16.	Acknowledgements	100

ANNEXES
Annex A	–	Reorganization Covenants
EXHIBITS
Exhibit A	–	Form of Closing Amended and Restated Covalto Articles of Association
Exhibit B	–	Form of Registration Rights Agreement
Exhibit C	–	Form of Company Voting Agreement
Exhibit D	–	Form of Sponsor Voting Agreement
Exhibit E	–	Form of LIVB Plan of Merger
Exhibit F	–	Form of Equity Incentive Plan
Exhibit G	–	Form of Mandatorily Convertible Note
Exhibit H	–	Form of Exchange Agreement
Exhibit I	–	Form of Contribution Agreement

iv 

SCHEDULES

Schedule I	–	Existing Covalto Warrants
Schedule II	–	Mandatorily Convertible Notes
Schedule III	–	LIVB Expenses

v 

BUSINESS COMBINATION AGREEMENT

THIS BUSINESS COMBINATION AGREEMENT (this “Agreement”) is made and entered into as of August 17, 2022, by and among LIV Capital Acquisition Corp. II, a Cayman Islands exempted company (“LIVB”), Covalto Ltd., a Cayman Islands exempted company (“Covalto” or the “Company”), and Covalto Merger Sub Ltd., a Cayman Islands exempted company and direct, wholly-owned subsidiary of Covalto (“Merger Sub”). LIVB, Covalto and Merger Sub are collectively referred to herein as the “Parties” and individually, each, as a “Party.”

RECITALS

WHEREAS, LIVB is a blank check company incorporated under the Laws of the Cayman Islands and formed to acquire one or more operating businesses through a Business Combination;

WHEREAS, Covalto will make an election on Internal Revenue Service Form 8832 pursuant to Treasury Regulations Section 301.7701-3(c), effective as of the Closing Date, to be classified as an association taxable as a corporation for U.S. federal income tax purposes (the “CTB Election”);

WHEREAS, immediately prior to the Covalto Effective Time, Covalto shall effect the Covalto Preferred Conversion (as defined herein);

WHEREAS, immediately following the Covalto Preferred Conversion and immediately prior to the LIVB Effective Time (as defined herein) Covalto shall effect the Pre-Closing Capital Restructuring (as defined herein);

WHEREAS, concurrently with the execution of this Agreement, each Covalto Co-Founder and Covalto have entered into an Exchange Agreement (each, an “Exchange Agreement”) in the form of Exhibit H hereto, pursuant to which each Covalto Ordinary Share of such Covalto Co-Founder shall be exchanged for one Covalto Class B Ordinary Share, such exchange to be effective immediately prior and subject to the consummation of the Closing;

WHEREAS, immediately following the Pre-Closing Capital Restructuring, subject to the terms and conditions of this Agreement and in accordance with the Laws of the Cayman Islands, Merger Sub shall be merged with and into LIVB (the “Merger”), with LIVB being the surviving entity in the Merger and continuing (immediately following the Merger) as a direct wholly-owned Subsidiary of Covalto (the “Surviving LIVB Entity”);

WHEREAS, for U.S. federal (and, as applicable, state and local) income tax purposes, the Parties intend that (i) the Merger, together with the Covalto Contribution, qualify as a “reorganization” within the meaning of Section 368(a) of the Code and (ii) the Merger, the Covalto Contribution and the CTB Election, taken together, qualify as a transaction described in Section 351(a) of the Code (as defined below);

WHEREAS, the board of directors of Covalto, for itself and as sole shareholder of Merger Sub, has (i) determined that the Merger and the other Transactions are in the best interests of Covalto and its shareholders, and (ii) approved this Agreement and the Transactions, on the terms and subject to the conditions of this Agreement and subject to the Required Covalto Shareholder Approval;

WHEREAS, the sole director of Merger Sub has (i) determined that the Merger and the other Transactions are in the best interests of Merger Sub and its shareholder and (ii) approved this Agreement and the Transactions, on the terms and subject to the conditions of this Agreement;

WHEREAS, the board of directors of LIVB (the “LIVB Board”) has (i) determined that the Merger and the other Transactions are in the best interests of LIVB and the shareholders of LIVB, and declared it advisable, to enter into this Agreement, (ii) approved this Agreement and the Transactions, on the terms and subject to the conditions of this Agreement, and (iii) adopted a resolution recommending to its shareholders the LIVB Shareholder Matters (the “LIVB Board Recommendation”);

WHEREAS, on or prior to the date hereof, Covalto has obtained investments from certain investors in a private placement of mandatorily convertible notes (the “Mandatorily Convertible Notes”) issued by the Company to the investors set forth on Schedule II hereto (the “Mandatorily Convertible Noteholders”), and immediately following, and after giving effect to, the consummation of the Merger, such securities will convert into Covalto Class A Ordinary Shares in accordance with their terms;

WHEREAS, on or prior to the date hereof, LIVB and the Company have obtained commitments from a certain investor pursuant to the Mandatorily Convertible Notes (such investor, the “Anchor Investor” and such investment, the “Anchor Investment”) in the form set forth on Exhibit G hereto, such notes to fund no later than thirty (30) days following the date hereof, and to thereafter convert into Covalto Class A Ordinary Shares concurrently with each other Mandatorily Convertible Note, as set forth above;

WHEREAS, the Company may continue to obtain commitments from certain investors, pursuant to the Mandatorily Convertible Notes or otherwise, in connection with the Merger;

WHEREAS, concurrently with the execution of this Agreement, LIVB, Covalto and certain Covalto Pre-Closing Holders have entered into the Company Voting Agreement (the “Company Voting Agreement”), in the form of Exhibit C attached hereto;

WHEREAS, concurrently with the execution of this Agreement, Sponsor, LIVB and Covalto have entered into the Sponsor Voting Agreement (the “Sponsor Voting Agreement”), in the form of Exhibit D attached hereto;

WHEREAS, concurrently with the execution of this Agreement, Sponsor, certain limited partners of Sponsor, LIV Sponsor II GP, LLC (the “GP”), LIVB and Covalto have entered into a contribution agreement, substantially in the form of Exhibit I attached

2 

hereto (the “Contribution Agreement”), pursuant to which, after the conditions to the obligation of the Parties to consummate the Closing set forth in Article ‎9 of this Agreement have been satisfied, but before the LIVB Effective Time, certain limited partners of Sponsor and the GP will contribute Promissory Notes (as defined herein) to Covalto in exchange for certain securities of Covalto;

WHEREAS, as at Covalto Effective Time, Covalto shall amend and restate the Covalto Articles of Association to be substantially in the form of Exhibit A attached hereto (with such changes as may be agreed in writing by LIVB and Covalto, the “Closing Amended and Restated Covalto Articles of Association”); and

WHEREAS, at the Closing, Covalto, LIVB and the other parties thereto shall enter into the registration rights agreement (with such changes as may be agreed in writing by LIVB and Covalto, the “Registration Rights Agreement”) substantially in the form of Exhibit B attached hereto;

NOW, THEREFORE, in consideration of the covenants, promises and representations set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

ARTICLE 1 

Certain Definitions

Section 1.1.Definitions. For purposes of this Agreement, the following capitalized terms have the following meanings:

“$13.50 Threshold” has the meaning specified in ‎Section 3.8(a)(i).

“$17.50 Threshold” has the meaning specified in ‎Section 3.8(a)(ii).

“Acquisition Transaction” has the meaning specified in ‎Section 8.3(a).

“Action” means any claim, action, suit, arbitration or legal, judicial or administrative proceeding (whether at law or in equity) by or before any Governmental Authority.

“Additional SEC Reports” has the meaning specified in ‎Section 5.10(a).

“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. The term “control” means the ownership of a majority of the voting securities of the applicable Person or the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of the applicable Person, whether through ownership of voting securities, by contract or otherwise, and the terms “controlled” and “controlling” have meanings correlative thereto.

3 

“Affiliated Group” means a group of Persons that elects to, 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 similar group recognized by applicable Tax Law.

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

“Alternate Business Combination Proposal” has the meaning specified in ‎Section 8.3(b).

“Anchor Investor” has the meaning specified in the Recitals hereto.

“Anchor Investment” has the meaning specified in the Recitals hereto.

“Anchor Investment Amount” means the amount in United States dollars that is equivalent to 600,000,000 Mexican pesos calculated using the Exchange Rate as of the Business Day immediately preceding the funding date of the Anchor Investment.

“Anti-Corruption Laws” means all U.S. and non-U.S. Laws relating to the prevention of corruption and bribery, including the U.S. Foreign Corrupt Practices Act of 1977 and the UK Bribery Act of 2010.

“Audited Financial Statements” has the meaning specified in ‎Section 4.8(a).

“Business Combination” has the meaning ascribed to such term in the LIVB Articles of Association.

“Business Combination Proposal” has the meaning specified in the definition of “LIVB Shareholder Matters.”

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

“CARES Act” has the meaning specified in ‎Section 4.15(q).

“Cayman Companies Act” means the Companies Act (As Revised) of the Cayman Islands.

“Change in Recommendation” has the meaning specified in ‎Section 8.2(b)(ii).

“Closing” has the meaning specified in ‎Section 3.6.

“Closing Amended and Restated Covalto Articles of Association” has the meaning specified in the Recitals hereto.

“Closing Date” has the meaning specified in ‎Section 3.6.

4 

“Closing LIVB Articles of Association” has the meaning specified in ‎Section 2.4(a).

“Closing Press Release” has the meaning specified in ‎Section 8.9(c).

“Closing Statement” has the meaning specified in ‎Section 3.7.

“Closing True-Up” has the meaning specified in ‎Section 3.1(e).

“COBRA” has the meaning specified in ‎Section 4.13(f).

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

“Collective Bargaining Agreement” means any written or oral agreement, memorandum of understanding or other contractual obligation by Covalto or any of its Subsidiaries and any labor organization or other authorized employee representative representing employees of Covalto or its Company Group Service Provider.

“Company Disclosure Schedule” means the disclosure schedules of Covalto dated the date of this Agreement and delievered by Covalto to LIVB in connection with the execution of this Agreement.

“Company Group” means Covalto and its direct and indirect Subsidiaries.

“Company Group Benefit Plan” has the meaning specified in ‎Section 4.13(a).

“Company Group Employees” means each employee of any member of the Company Group.

“Company Group Service Provider” means each Company Group Employee, officer, director, or other individual independent contractor of any member of the Company Group.

“Company Group Specified Representations” has the meaning specified in ‎Section 9.2(a)(i).

“Company Voting Agreement” has the meaning set forth in the Recitals hereto.

“Company Material Adverse Effect” means any change, event, circumstance, occurrence, effect, development or state of facts that, individually or in the aggregate, has had or would reasonably be expected to either (a) have a material adverse effect on the business, assets, liabilities, results of operations or financial condition of Covalto and its Subsidiaries, taken as a whole, or (b) prevent or materially delay the ability of Covalto to consummate the Transactions; provided, however, that in no event shall any change, event, circumstance, occurrence, effect, development or state of facts to the extent arising from any of the following be taken into account in determining whether a Company Material Adverse Effect has occurred or would reasonably be expected to occur: (i) any change in applicable Laws (including COVID-19 Measures) or IFRS or any official

5 

interpretation thereof, (ii) any change in interest or currency exchange rates or economic, political, business, financial, commodity, currency, capital or market conditions generally, including changes in the credit, debt, securities, financial or capital markets (including changes in interest or currency exchange rates, prices of any security or market index or commodity or any disruption of such markets) or any changes generally affecting the economy, markets or industry in which Covalto or its Subsidiaries operate, (iii) the announcement of this Agreement, the pendency or consummation of the Merger or the performance of, or taking any action contemplated by, this Agreement, including the impact thereof on relationships, contractual or otherwise, with customers, suppliers, landlords, vendors, licensors, distributors, partners, providers, officers and employees (provided that the exceptions in this clause (iii) shall not be deemed to apply to ‎Section 4.4, ‎Section 4.5 and ‎Section 4.20(c) or the conditions to closing related thereto), (iv) any natural disaster (including any earthquake, hurricane, tropical storm or depression, tsunami, tornado, flood, mudslide, wild fire, volcanic eruption or other natural disaster), act of nature or other force majeure event or any epidemic, disease, outbreak or pandemic (including COVID-19), (v) any national or international political or social conditions in countries in which Covalto or its Subsidiaries operates, including the engagement by the United States or Mexico in hostilities or the escalation thereof, whether or not pursuant to the declaration of a national emergency or war, or the occurrence or the escalation of any military or terrorist attack upon the United States or Mexico, or any territories, possessions, or diplomatic or consular offices of the United States or Mexico or upon any United States or Mexico military installation, equipment or personnel, (vi) any failure of Covalto or its Subsidiaries to meet any financial or operational projections, forecasts, or budgets (provided that this clause (vi) shall not prevent or otherwise affect a determination that any change or effect underlying such failure to meet financial or operational projections or forecasts has resulted in, or contributed to, or would reasonably be expected to result in or contribute to, a Company Material Adverse Effect (to the extent such change or effect is not otherwise excluded from this definition of Company Material Adverse Effect)), or (vii) any change, event, circumstance, occurrence, effect, development or state of facts generally applicable to the industries or markets in which Covalto or its Subsidiaries operates, including increases in the cost of products, supplies, services, materials or other goods purchased from suppliers, landlords, vendors, licensors or distributors, (viii) any change, event, circumstance, occurrence, effect, development or state of facts to the extent actually known by LIVB, or (ix) any action taken by, or at the written request of, LIVB; provided that in the case of clauses (i), (ii), (v) and (vii) such changes may be taken into account to the extent (but only to the extent) that such changes have had or would reasonably be expected to have a disproportionate and adverse impact on Covalto and its Subsidiaries, taken as a whole, as compared to other industry participants in the industries or markets in which such entities operate, but only to the extent of the incremental disproportionate and adverse impact on such entities.

“Company Subsidiaries” has the meaning specified in ‎Section 4.2.

“Company Transaction Expenses” means all accrued fees, costs and expenses of the Company and its Subsidiaries incurred prior to and through the Closing Date in connection with the negotiation, preparation and execution of this Agreement, the other Transaction Agreements, the performance and compliance with all Transaction

6 

Agreements and conditions contained herein to be performed or complied with at or before Closing, and the consummation of the Transactions, including the fees, costs, expenses and disbursements of counsel, accountants, advisors and consultants of the Company and its Subsidiaries, whether paid or unpaid prior to the Closing.

“Confidentiality Agreement” means the Confidentiality Agreement, dated as of March 16, 2022, by and between Covalto and LIVB.

“Consent” means any notice, authorization, qualification, registration, filing, notification, waiver, Governmental Order, consent, clearance or approval to be obtained from, filed with or delivered to, a Governmental Authority or other Person.

“Contracts” means any written or oral contracts, agreements, licenses, subcontracts, leases, subleases, concessions and purchase orders and other commitments or arrangements, in each case that are legally binding upon a Person or its properties or assets.

“Contribution Agreement” has the meaning specified in the Recitals hereto.

“Contributions” has the meaning specified in the Contribution Agreement.

“Covalto” has the meaning specified in the Preamble hereto.

“Covalto Articles of Association” means the amended and restated articles of association of Covalto, as adopted by special resolution passed on October 5, 2020.

“Covalto Class A Ordinary Share” means the Class A ordinary shares of Covalto, par value US$0.0001 per share, with the rights, preferences and privileges set forth in the Closing Amended and Restated Covalto Articles of Association.

“Covalto Class B Ordinary Share” means the Class B ordinary shares of Covalto, par value US$0.0001 per share, with the rights, preferences and privileges set forth in the Closing Amended and Restated Covalto Articles of Association.

“Covalto Contribution” has the meaning specified in the Contribution Agreement.

“Covalto Effective Time” means the time at which the Pre-Closing Capital Restructuring is effected.

“Covalto Equity Plan” means the Covalto Ltd. 2018 Share Plan.

“Covalto Equity Value” means $525,000,000.

7 

“Covalto Ordinary Shares” means the ordinary shares of Covalto, par value US$0.0001 per share, with the rights, preferences and privileges set forth in the Covalto Articles of Association, as amended or amended and restated from time-to-time.

“Covalto Pre-Closing Holder” means each Person who holds Covalto Ordinary Shares (after giving effect to the Covalto Preferred Conversion) at the Covalto Effective Time.

“Covalto Preferred Conversion” has the meaning specified in ‎Section 3.1(b).

“Covalto Preferred Shares” means the Series Seed-1-A Preference Shares of a nominal or par value of US$0.0001 each, the Series Seed-1-B Preference Shares of a nominal or par value of US$0.0001 each, the Series Seed-1-C Preference Shares of a nominal or par value of US$0.0001 each, the Series Seed-1-D Preference Shares of a nominal or par value of US$0.0001 each, the Series A Preference Shares of a nominal or par value of US$0.0001 each, the Series B Preference Shares of a nominal or par value of US$0.0001 each, the Series B BHCA Preference Shares of a nominal or par value of US$0.0001 each, the Series B-1 Preference Shares of a nominal or par value of US$0.0001 each and the Series B-1 BHCA Preference Shares of a nominal or par value of US$0.0001 each, each with the rights, preferences and privileges set forth in the Covalto Articles of Association.

“Covalto Related Parties”‎ has the meaning specified in ‎‎Section 10.3(b).

“Covalto Shareholder Resolutions” has the meaning specified in the definition of “Required Covalto Shareholder Approval.”

“Covalto Shares” means the Covalto Ordinary Shares and Covalto Preferred Shares.

“Covalto Value Per Ordinary Share” means $10.00.

“Covalto Written Consents” has the meaning specified in the definition of “Required Covalto Shareholder Approval.”

“COVID-19” means SARS-CoV-2 or COVID-19, and any evolutions thereof or any other related or associated 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 (including the Centers for Disease Control and Prevention and the World Health Organization) in each case in connection with, related to or in response to COVID-19, including the Coronavirus Aid, Relief, and Economic Security Act (CARES) or any changes thereto.

“Covalto Co-Founders” shall mean Mr. David Poritz and Mr. Allan Apoj.

8 

“CTB Election” has the meaning specified in the Recitals hereto.

“D&O Tail” has the meaning specified in ‎Section 8.5(b).

“Data Security Requirements” means, collectively, any and all of the following to the extent governing the Processing of Personal Information or otherwise relating to data privacy, security, or security breach notification requirements and directly applicable to the Company Group: (a) privacy policies, (b) data privacy notices and any requests or requirements related thereto, (c) applicable Laws, (d) industry self-regulatory standards applicable to the protection or Processing of Personal Information to which the Company Group purports to adhere, including PCI-DSS to the extent applicable, (e) any obligations on any member of the Company Group under any Contracts, and (f) binding guidance issued by any Governmental Authority that pertains to any of the applicable Laws or principles outlined in the foregoing clauses (b) or (c).

“Earn-Out Shares” has the meaning specified in ‎Section 3.8(a).

“Effective Times” has the meaning specified in ‎Section 2.2.

“Enforceability Exceptions” has the meaning specified in ‎Section 4.3.

“Environmental Laws” means any and all applicable Laws relating to pollution, human health and safety or protection of the environment (including natural resources), or the use, storage, emission, distribution, transport, handling, disposal or release of, or exposure of any Person to, Hazardous Materials.

“Equity Incentive Plan” has the meaning specified in ‎Section 8.8.

“Equity Securities” means, with respect to any Person, (a) any shares of capital or capital stock, partnership, membership, joint venture or similar interest, or other voting securities of, or other ownership interest in, such Person, (b) any securities of such Person convertible into or exchangeable for cash or shares of capital or capital stock or other voting securities of, or other ownership interests in, such Person, (c) any warrants, calls, options or other rights to acquire from such Person, or other obligations of such Person to issue, any shares of capital or capital stock or other voting securities of, or other ownership interests in, or securities convertible into or exchangeable for shares of capital or capital stock or other voting securities of, or other ownership interests in, such Person, (d) any restricted shares, stock appreciation rights, restricted units, performance units, contingent value rights, “phantom” stock or similar securities or rights issued by or with the approval of such Person that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any shares of capital or capital stock or other voting securities of, other ownership interests in, or any business, products or assets of, such Person, and (e) any securities issued or issuable with respect to the securities or interests referred to in clauses (a) through (d) above in connection with a combination of shares, recapitalization, merger, consolidation or other reorganization.

“ERISA” has the meaning specified in ‎Section 4.13(a).

9 

“ERISA Affiliate” has the meaning specified in ‎Section 4.13(g).

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Exchange Agent” has the meaning specified in ‎Section 3.4(a).

“Exchange Agreement” has the meaning specified in the Recitals hereto.

“Exchange Rate” means the Mexican pesos and United States dollars exchange rate reported by Banco de México and published in the Federal Official Gazette (Diario Oficial de la Federación).

“Existing Covalto Option” means each option to purchase Covalto Ordinary Shares pursuant to the Covalto Equity Plan.

“Existing Covalto Optionholder” means a holder of Existing Covalto Options.

“Existing Covalto Shareholders’ Agreements” means (a) the Amended and Restated Voting Agreement dated 16 October 2020 between the Company, the Investors (as defined therein) and the Common Holders (as defined therein); (b) the Amended and Restated First Refusal and Co-sale Agreement dated 16 October 2020 between the Company, the Investors (as defined therein) and the Common Holders (as defined therein); and (c) the Amended and Restated Investors' Rights Agreement dated 16 October 2020 between the Company, the Investors (as defined therein) and the Founders (as defined therein).

“Existing Covalto Warrantholder” means a holder of Existing Covalto Warrants.

“Existing Covalto Warrants” means each warrant to purchase Covalto Ordinary Shares or Covalto Preferred Shares, including the warrants with respect to Covalto set forth on Schedule I hereto.

“Existing Covalto Warrant Conversion” has the meaning specified in ‎Section 3.1(b).

“Financial Statements” has the meaning specified in ‎Section 4.8(a).

“Fraud” means, with respect to a Party, an actual and intentional fraud with respect to the making of the representations and warranties pursuant to Article ‎4 or Article ‎5 (as applicable); provided that such actual and intentional fraud of such Person shall only be deemed to exist if any of the individuals included on ‎Section 1.3(a) of the LIVB Disclosure Schedule (in the case of LIVB) or ‎Section 1.3(b) of the Company Disclosure Schedule (in the case of Covalto) had actual knowledge (as opposed to imputed or constructive knowledge) that the representations and warranties made by such Person pursuant to, in the case of Covalto, Article ‎4, or, in the case of LIVB, Article ‎5, in each case, as qualified by the Schedules to this Agreement, were actually breached when

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made, with the express intention that the other Parties to this Agreement rely thereon to their detriment.

“GAAP” means United States generally accepted accounting principles, consistently applied.

“Government Official” means any officer or employee of a Governmental Authority, including state-owned entities, or of a public organization or any person acting in an official capacity for or on behalf of any such Governmental Authority or on behalf of any such public organization.

“Governmental Authority” means any federal, state, provincial, municipal, local or foreign government, governmental authority, regulatory or administrative agency, governmental commission, department, board, bureau, agency or instrumentality, court, arbitral body (public or private) or tribunal.

“Governmental Order” means any order, judgment, injunction, decree, writ, ruling, stipulation, determination or award, in each case, 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 as a “pollutant” or “contaminant” (or words of similar intent or meaning) under Environmental Laws, including petroleum, petroleum by-products, asbestos or asbestos-containing material, polychlorinated biphenyls, per and polyfluoroalkyl substances, flammable or explosive substances, or pesticides.

“IFRS” means International Financial Reporting Standards.

“Indebtedness” means, with respect to any Person as of any time, without duplication, (a) the outstanding principal amount of and accrued and unpaid interest on, and other payment obligations for, all indebtedness for borrowed money of such Person or indebtedness issued by such Person in substitution or exchange for borrowed money, (b) all indebtedness evidenced by any note, bond, debenture, mortgage or other debt instrument or debt security, in each case, as of such time of such Person, (c) all obligations for the deferred purchase price of property or other services (other than trade payables incurred in the ordinary course of business that are not past due), (d) all obligations as lessee that are required to be capitalized in accordance with IFRS or GAAP, as applicable, (e) all obligations of such Person for the reimbursement of any obligor on any line or letter of credit, banker’s acceptance, guarantee or similar credit transaction, in each case, to the extent drawn or claimed against, (f) all interest rate and currency swaps, caps, collars and similar agreements or hedging devices under which payments are obligated to be made by such Person, whether periodically or upon the happening of a contingency, (g) any premiums, prepayment fees or other penalties, fees, costs or expenses associated with payment of any Indebtedness of such Person, (h) all liabilities under any unfunded or underfunded pension or deferred compensation plans, and all accrued but unpaid bonuses, retention payments, incentive compensation and

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severance, in each case owed or payable to any current or former Company Group Service Provider as of the Closing Date, plus the employer portion of any payroll taxes associated with any such payments and (h) all obligations of the type referred to in clauses (a) through (h) of this definition of any other Person, the payment of which such Person is responsible or liable, directly or indirectly, as obligor, guarantor, surety or otherwise, including any guarantee of such obligations. Notwithstanding anything to the contrary contained herein, “Indebtedness” of any Person shall not include any item that would otherwise constitute “Indebtedness” of such Person that is an obligation between such Person and any wholly-owned Subsidiary of such Person or between any two or more wholly-owned Subsidiaries of such Person.

“Intellectual Property” means any and all intellectual property rights and similar proprietary rights in any jurisdiction in the world, whether registered or unregistered, including any and all of the following: (a) patents, patent applications and patent disclosures and improvements thereto (together with all reissuances, continuations, continuations-in-part, divisions, revisions, provisionals, renewals, extensions, and reexaminations of any of the foregoing), (b) trademarks, service marks, service names, brand names, certification marks, trade dress, trade names, corporate names, logos and slogans, designs and Internet domain names, and any and all other indicia of source or origin together, including all goodwill associated with each of the foregoing, (c) copyrights and copyrightable works and works of authorship 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, (d) intellectual property rights in Software (including object code and source code), (e) intellectual property rights in data, database, and collections of data, (f) intellectual property rights in usernames, keywords, tags, and other social media identifiers and accounts for all third-party social media sites, (g) Trade Secrets and know-how (including manufacturing and production processes and research and development information), confidential and proprietary information, including processes, data and inventions, technical data, algorithms, formulae, procedures, protocols, techniques, results of experimentation and testing, and business information (including financial and marketing plans, customer and supplier lists, and pricing and cost information), (h) rights of publicity, privacy and commercial rights, and (i) any and all other registrations and applications (whether provisional, pending or final) for any item referenced in any of the foregoing clauses and all rights in and to any for any item referenced in any of the foregoing clauses, and all common law rights thereto.

“Intended U.S. Tax Treatment” has the meaning specified in ‎Section 8.4(a).

“Interim Financial Statements” has the meaning specified in ‎Section 4.8(a).

“Interim Period” has the meaning specified in ‎Section 6.1.

“International Plan” means any Company Group Benefit Plan that is not solely a U.S. Plan.

“IPO” has the meaning specified in ‎Section 6.3.

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“IPO Prospectus” has the meaning specified in ‎Section 5.8.

“IRS” means the U.S. Internal Revenue Service.

“IT Systems” means Software, computer firmware or middleware, computer hardware, electronic data processing and telecommunications networks, network equipment, data communication lines, databases, interfaces, platforms, peripherals, computer systems, servers, routers, workstations, co-location facilities, including any outsourced systems, processes and other information technology assets, systems or equipment, including all documentation related to the foregoing, in each case, that are owned, leased, licensed by, or otherwise relied on or held for use by any member of the Company Group.

“JOBS Act” has the meaning specified in ‎Section 8.11.

“Key Employee” means any Company Group Employee (a) whose most recent annual base compensation amount was in excess of $150,000 or (b) that holds an Executive Vice President title or higher.

“Law” means any statute, act, code, law (including common law), ordinance, rule, regulation or Governmental Order, in each case, of any Governmental Authority.

“Leased Real Property” means all leasehold or subleasehold estates and other rights to use or occupy any land, buildings, structures, improvements, fixtures or other interest in real property held by Covalto or any of its Subsidiaries.

“Leases” has the meaning specified in ‎Section 4.19(a).

“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 any member of the Company Group.

“Lien” means any mortgage, deed of trust, pledge, hypothecation, encumbrance, easement, license, option, right of first refusal, security interest or other lien of any kind.

“LIVB” has the meaning specified in the Preamble hereto.

“LIVB Articles of Association” means the Amended and Restated Memorandum and Articles of Association of LIVB, as in effect on the date hereof.

“LIVB Board” has the meaning specified in the Recitals hereto.

“LIVB Board Recommendation” has the meaning specified in the Recitals hereto.

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

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

“LIVB Closing Share Consideration” means with respect to each LIVB Ordinary Share, one newly-issued Covalto Class A Ordinary Share, to be issued by Covalto at the LIVB Effective Time.

“LIVB Disclosure Schedule” means the disclosure schedules of LIVB dated the date of this Agreement and delievered by LIVB to Covalto in connection with the execution of this Agreement.

“LIVB Effective Time” has the meaning specified in ‎Section 2.2.

“LIVB Expenses” means the aggregate amount of all out-of-pocket fees, costs and expenses of LIVB incurred prior to and through the Closing Date other than any such fees, costs and expenses as shall have been paid in full prior to the Closing Date, including (i) in connection with the negotiation, preparation and execution of this Agreement, the other Transaction Agreements, the performance and compliance with all Transaction Agreements and conditions contained herein to be performed or complied with at or before Closing and the consummation of the Transactions, (ii) deferred underwriting fees related to LIVB’s initial public offering, (iii) fees, costs, expenses and disbursements of counsel, accountants, advisors and consultants of LIVB, and (iv) each other expense set forth on Schedule III hereto.

“LIVB Intervening Event” means any fact, circumstance, event, development, change or condition or combination thereof that (x) was not known or reasonably foreseeable to LIVB as of the date of this Agreement and becomes known to LIVB after the date hereof and prior to the receipt of the LIVB Shareholder Approval, (y) does not relate to an Alternate Business Combination proposal; and (z) constitutes a LIVB Material Adverse Effect; provided, however, that (1) any change in the price or trading volume of LIVB Ordinary Shares and (2) any change, event, circumstance, occurrence, effect, development or state of facts that is excluded in determining whether a Company Material Adverse Effect has occurred or would reasonably be expected to occur shall in the case of clause (x) of this definition be excluded for purposes of determining whether a LIVB Intervening Event has occurred.

“LIVB Intervening Event Notice” has the meaning specified in ‎Section 8.2(b)(ii).

“LIVB Intervening Event Notice Period” has the meaning specified in ‎Section 8.2(b)(ii).

“LIVB Material Adverse Effect” means, any change, event, circumstance, occurrence, effect, development or state of facts that, individually or in the aggregate, with any other change, event, circumstance, occurrence, effect, development or state of facts has had or would reasonably be expected to prevent or materially delay or materially impair the ability of LIVB and Sponsor to consummate the Transactions. Notwithstanding the foregoing, the amount of the LIVB Shareholder Redemptions or the

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failure to obtain the LIVB Shareholder Approval shall not be deemed to be a LIVB Material Adverse Effect.

“LIVB Material Contract” has the meaning specified in ‎Section 5.6.

“LIVB Ordinary Shares” means the LIVB Class A Ordinary Shares and the LIVB Class B Ordinary Shares.

“LIVB Permits” has the meaning specified in ‎Section 5.5(e).

“LIVB Plan of Merger” has the meaning specified in ‎Section 2.2.

“LIVB Shareholder Approval” means the vote of the shareholders of LIVB set forth in the Proxy Statement / Prospectus to the extent required to approve the LIVB Shareholder Matters.

“LIVB Shareholder Matters” means (a) the adoption and approval of this Agreement and the Transactions (the “Business Combination Proposal”), (b) the adoption and approval of each other proposal that either the SEC or NASDAQ (or the respective staff members thereof) indicates is necessary or appropriate in its comments to the Proxy Statement / Prospectus or in correspondence related thereto, (c) the adoption and approval of each other proposal reasonably agreed to by LIVB and Covalto as necessary or appropriate in connection with the consummation of the transactions contemplated by this Agreement or the Transaction Agreements, and (d) the adoption and approval of a proposal for the adjournment of the Special Meeting, if necessary, to permit further solicitation of proxies because there are not sufficient votes to approve and adopt any of the foregoing.

“LIVB Shareholder Redemption” has the meaning specified in ‎Section 8.2(a)(i).

“LIVB Specified Representations” has the meaning specified in ‎Section 9.3(a)(i).

“LIVB Permits” has the meaning specified in ‎Section 5.5(e).

“LIVB Warrant” means a warrant entitling the holder to purchase one LIVB Class A Ordinary Share per warrant.

“Mandatorily Convertible Notes” has the meaning specified in the Recitals hereto.

“Mandatorily Convertible Noteholders” has the meaning specified in the Recitals.

“Material Contracts” has the meaning specified in ‎Section 4.12(a).

“Merger” has the meaning specified in the Recitals hereto.

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“Merger Sub” has the meaning specified in the Preamble hereto.

“Most Recent Balance Sheet” has the meaning specified in ‎Section 4.8(a).

“Multiemployer Plan” has the meaning specified in ‎Section 4.13(g).

“NASDAQ” means the NASDAQ Global Select Market and any successor stock exchange or inter dealer quotation system operated by the Nasdaq Stock Market, LLC or any successor thereto.

“New Covalto” means Covalto Ltd. following and after giving effect to the Transactions.

“New Covalto Options” has the meaning specified in ‎Section 3.1(f).

“New Covalto Warrants” has the meaning specified in ‎Section 3.1(a).

“OFAC” has the meaning specified in the definition of Sanctions Laws.

“Open Source Code” has the meaning specified in ‎Section 4.20(f).

“Organizational Documents” has the meaning specified in ‎Section 4.1.

“Outstanding Company Equity Securities” means (a) the Covalto Ordinary Shares outstanding at the Covalto Effective Time (after giving effect to the Covalto Preferred Conversion) and (b) the Covalto Ordinary Shares that, immediately prior to the Covalto Effective Time, are issuable upon (i) exercise in full of all Existing Covalto Options (whether or not vested or currently exercisable) and (ii) exercise in full of all Existing Covalto Warrants, in the case of each of clause (i) and clause (ii), after giving effect to the Pre-Closing Capital Restructuring.

“Owned Intellectual Property” means any and all Intellectual Property that is owned or purported to be owned by any member of the Company Group.

“Owned Software” has the meaning specified in ‎Section 4.20(f).

“Party” or “Parties” has the meaning specified in the Preamble hereto.

“PCAOB” means the Public Company Accounting Oversight Board.

“Permits” has the meaning specified in ‎Section 4.11.

“Permitted Liens” means (a) statutory or common law Liens of mechanics, materialmen, warehousemen, landlords, carriers, repairmen, construction contractors and other similar Liens that arise in the ordinary course of business, and that relate to amounts not yet delinquent or that are being contested in good faith through appropriate Actions, in each case only to the extent appropriate reserves have been established in accordance with IFRS, (b) Liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business, (c)

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Liens for Taxes not yet due and payable or which are being contested in good faith through appropriate Actions and for which appropriate reserves have been established in accordance with IFRS, (d) Liens, encumbrances and restrictions on real property (including defects or imperfections of title, easements, encroachments, covenants, rights of way, conditions, matters that would be apparent from a physical inspection or current, accurate survey of such real property and similar restrictions of record and other similar charges or encumbrances) that do not materially interfere with the value or the present uses of such real property, (e) non-exclusive licenses and other non-exclusive rights with respect to Intellectual Property granted in the ordinary course of business, (f) Liens that secure obligations that are reflected as liabilities on the Most Recent Balance Sheet (which such Liens are referenced, or the existence of which such Liens is referred to, in the notes to the Most Recent Balance Sheet), (g) other Liens arising in the ordinary course of business and not incurred in connection with the Indebtedness of Covalto and its Subsidiaries and (h) Liens that do not, individually or in the aggregate, materially and adversely affect, or materially disrupt, the ordinary course operation of the businesses of Covalto and its Subsidiaries, taken as a whole.

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

“Personal Information” means information that, alone or in combination with other information, identifies, describes, is reasonably capable of being associated with, or could reasonably be linked with a natural individual, including name, address, geolocation information, Internet Protocol (IP) addresses, financial information or other information that constitutes “personal information” or “personal data” under applicable Laws.

“Pre-Closing Capital Restructuring” has the meaning specified ‎Section 3.1(c).

“Pre-Closing Covalto Share Number” means (A) the quotient of (i) the Covalto Equity Value divided by (ii) the Covalto Value Per Ordinary Shares, minus (B) the number of Covalto Class A Ordinary Shares issuable in respect of (x) all New Covalto Warrants exchanged for Existing Covalto Warrants pursuant to ‎Section 3.1(a)(ii) and (y) New Covalto Options.

“Promissory Note” has the meaning specified in the Redemption Agreement.

“Pro Rata Share” means, with respect to (a) each Covalto Pre-Closing Holder, a fraction expressed as a percentage equal to (i) the number of Covalto Ordinary Shares held by such Covalto Pre-Closing Holder immediately following the Covalto Preferred Conversion divided by (ii) the sum of (x) the number of all Covalto Ordinary Shares plus (y) the total number of Covalto Ordinary Shares issued or issuable upon the exercise of New Covalto Options plus (z) the number of Covalto Ordinary Shares issued or issuable in respect of the exercise of New Covalto Warrants exchanged for Existing Covalto Warrants pursuant to ‎Section 3.1(a)(ii) (this clause (ii), the “Earn Out Denominator”); and (b) each Existing Covalto Optionholder or Existing Covalto Warrantholder as of

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immediately prior to the Effective Time, a fraction expressed as a percentage equal to (i) the number of Covalto Ordinary Shares issued or issuable upon exercise of such holder’s New Covalto Options (if any) or New Covalto Warrants (if any) divided by (ii) the Earn Out Denominator, in each case with such adjustments to give effect to rounding as Covalto may determine in its reasonable discretion; provided, however, as to (a) and (b), in no event shall the aggregate Pro Rata Share exceed 100%.

“Processing” means the collection, use, storage, processing, recording, distribution, transfer, import, export, protection (including security measures), disposal, disclosure or other activity regarding data (whether electronically or in any other form or medium), including Personal Information.

“Proxy Clearance Date” has the meaning specified in ‎Section 8.2(a)(i).

“Proxy Statement / Prospectus” has the meaning specified in ‎Section 8.2(a)(i).

“Public Stockholders” has the meaning specified in ‎Section 6.3.

“Registered Intellectual Property” has the meaning specified in ‎Section 4.20(a).

“Registration Rights Agreement” has the meaning specified in the Recitals hereto.

“Registration Statement” has the meaning specified in ‎Section 8.2(a)(i).

“Release Date” has the meaning specified in ‎Section 3.8(a)(i).

“Released Claims” has the meaning specified in ‎Section 6.3.

“Reorganization Covenants” has the meaning specified in ‎Section 8.4(f).

“Representative” means, as to any Person, any of the officers, directors, managers, employees, counsel, accountants, financial advisors, and consultants of such Person.

“Required Covalto Shareholder Approval” means the approval of this Agreement and the Transactions by (i) special resolution (as defined in the Cayman Companies Act) of the shareholders of Covalto (the “Covalto Shareholder Resolutions”) and (ii) the written consent of holders of (a) a majority of the outstanding Covalto Preferred Shares and (b) a majority of the outstanding Covalto Ordinary Shares held by the Founders (as defined in the Covalto Articles of Association) (the “Covalto Written Consents”), in accordance with the Covalto Articles of Association and applicable Law.

“Required LIVB Shareholder Approval” means the approval of each Required Transaction Proposal by the affirmative vote or written consent of the holders of the requisite number of LIVB Ordinary Shares entitled to vote thereon, whether in person or

18 

by proxy at the Special Meeting (or any adjournment thereof), in accordance with the LIVB Articles of Association and applicable Law.

“Required Transaction Proposals” means, collectively, approval of the LIVB Shareholder Matters, including the Business Combination Proposal.

“Sanctioned Country” means any country or region that is currently the subject or target of a comprehensive embargo under Sanctions Laws, at the time of this Agreement Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk People’s Republic, and Luhansk People’s Republic regions of Ukraine.

“Sanctioned Person” means any individual or entity that is the subject or target of sanctions or restrictions under Sanctions Laws, including: (a) any Person listed on any U.S. or non-U.S. sanctions- or export-related restricted or prohibited party list, including OFAC’s Specially Designated Nationals and Blocked Persons List, OFAC’s Sectoral Sanctions Identification List, the Entity, Denied Persons and Unverified Lists maintained by the U.S. Department of Commerce, the UN Security Council Consolidated List, and the EU Consolidated List; (b) any Person that is, in the aggregate, 50% or greater owned, directly or indirectly, or otherwise controlled by a Person or Persons listed on OFAC’s Specially Designated Nationals and Blocked Persons List; or (c) any national of a Sanctioned Country.

“Sanctions Laws” means all U.S. and non-U.S. Laws relating to economic or trade sanctions, including the Laws administered or enforced by the U.S. Department of the Treasury, Office of Foreign Assets Control (“OFAC”), or the U.S. Department of State, the United Nations Security Council, and the European Union.

“Schedules” means, collectively, the Company Disclosure Schedules and LIVB Disclosure Schedules.

“SEC” means the United States Securities and Exchange Commission.

“SEC Reports” has the meaning specified in ‎Section 5.10(a).

“Securities Act” means the Securities Act of 1933, as amended.

“Securities Laws” means the securities Laws of any state, federal or foreign entity and the rules and regulations promulgated thereunder.

“Signing Filing” has the meaning specified in ‎Section 8.9(c).

“Signing Press Release” has the meaning specified in ‎Section 8.9(c).

“Software” means software and computer programs, whether in source code or object code form, and including (a) databases and collections of data, (b) software implementations of algorithms, models, and methodologies, firmware, application programming interfaces, (c) descriptions, schematics, specifications, flow charts and other work product used to design, plan, organize and develop any of the foregoing, and

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(d) documentation, including user documentation, user manuals and training materials, files, and records relating to any of the foregoing.

“Special Meeting” has the meaning specified in ‎Section 8.2(a)(i).

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

“Sponsor Voting Agreement” has the meaning specified in the Recitals hereto.

“Subsidiary” means, with respect to a Person, any corporation or other organization (including a limited liability company or a partnership), whether incorporated or unincorporated, of which such Person directly or indirectly owns or controls a majority of the securities or other interests having by their terms ordinary voting power to elect a majority of the board of directors or others performing similar functions with respect to such corporation or other organization or any organization of which such Person or any of its Subsidiaries is, directly or indirectly, a general partner or managing member.

“Surviving Entities” means, collectively, New Covalto and the Surviving LIVB Entity.

“Surviving LIVB Entity” has the meaning specified in the Recitals hereto.

“Surviving Provisions” has the meaning specified in ‎Section 10.2.

“Tax” means any U.S. federal, state, provincial, territorial, local, non-U.S. and other tax, charge, impost, levy, duty, or governmental assessment of any kind in the nature of a tax, including alternative or add-on minimum, net income, franchise, gross income, adjusted gross income, gross receipts, employment related (including employee withholding or employer payroll), ad valorem, transfer, license, sales, use, escheat, excise, severance, stamp, occupation, premium, personal property, real property, capital stock, profits, disability, registration, value added, or estimated tax, together with any interest, penalty, addition to tax or additional amount imposed with respect thereto (or in lieu thereof).

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

“Tax Return” means any return, schedule, form, report, statement, refund claim, declaration, information return, estimate or other document filed or required to be filed in respect of Taxes, including any schedule or attachment thereto and including any amendments thereof.

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

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“Termination Date” has the meaning specified in ‎Section 10.1(c).

“Termination Fee” has the meaning specified in ‎Section 10.3.

“Trade Controls” has the meaning specified in ‎Section 4.27(a).

“Trade Secrets” means, collectively, trade secrets, know-how, confidential research and development information, formulae, confidential price and cost information, processes, and other confidential information or proprietary rights.

“Trading Day” shall mean any day on which Covalto Class A Ordinary Shares are tradeable on the principal securities exchange or securities market on which Covalto Class A Ordinary Shares are then traded.

“Transaction Agreements” shall mean this Agreement, the Sponsor Voting Agreement, the Company Voting Agreement, the Registration Rights Agreement, the Exchange Agreements, the Contribution Agreement, the Closing Amended and Restated Covalto Articles of Association and all the agreements, documents, instruments and certificates entered into in connection herewith or therewith and any and all exhibits and schedules thereto.

“Transaction Litigation” has the meaning specified in ‎Section 8.1(b).

“Transactions” means the transaction contemplated by this Agreement, including the Pre-Closing Capital Restructuring, CTB Election and the Merger.

“Transfer Taxes” has the meaning specified in ‎Section 8.4(a).

“Treasury Regulations” means the regulations promulgated under the Code.

“Trust Account” has the meaning specified in ‎Section 5.8.

“Trust Agreement” has the meaning specified in ‎Section 5.8.

“Trustee” has the meaning specified in ‎Section 5.8.

“U.S. Plan” means any Company Group Benefit Plan that covers Company Group Service Providers located primarily in the United States.

“VWAP” means, on any Trading Day on or after the Closing Date, the volume weighted average of the trading prices of the Covalto Class A Ordinary Shares on the principal securities exchange or securities market on which Covalto Class A Ordinary Shares are then traded or quoted for purchase and sale (as reported by Bloomberg L.P. or, if not reported therein, in another authoritative source selected by Covalto); provided that if there shall occur any change in the outstanding Covalto Class A Ordinary Shares as a result of any reclassification, recapitalization, stock split or combination, exchange or readjustment of shares, or any stock dividend, the VWAP shall be equitably adjusted to reflect such change.

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“WARN Act” means the Worker Adjustment and Retraining Notification Act of 1988, as amended, or any similar Laws.

Section 1.2.Construction. (a) Unless the context of this Agreement otherwise requires, (i) words of any gender include each other gender, (ii) words using the singular or plural number also include the plural or singular number, respectively, (iii) the terms “hereof,” “herein,” “hereby,” “hereto” and derivative or similar words refer to this entire Agreement, (iv) the terms “Article”, “Section”, “Schedule”, “Exhibit” and “Annex” refer to the specified Article, Section, Schedule, Exhibit or Annex of or to this Agreement unless otherwise specified, (v) the word “including” shall mean “including without limitation,” (vi) the word “or” shall be disjunctive but not exclusive, and (vii) the phrase “to the extent” means the degree to which a thing extends (rather than if).

(b)When used herein with respect to Covalto or its Subsidiaries, “ordinary course of business” means an action taken, or omitted to be taken, in the ordinary and usual course of Covalto’s and its Subsidiaries’ business, consistent with past practice (including recent past practice in response to COVID-19 or COVID-19 Measures).

(c)Unless the context of this Agreement otherwise requires, references to Contracts shall be deemed to include all subsequent amendments and other modifications thereto (subject to any restrictions on amendments or modifications set forth in this Agreement).

(d)Unless the context of this Agreement otherwise requires, references to statutes shall include all regulations promulgated thereunder and references to Laws shall be construed as including all Laws consolidating, amending or replacing the Law.

(e)The language used in this Agreement shall be deemed to be the language chosen by the Parties to express their mutual intent and no rule of strict construction shall be applied against any Party.

(f)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.

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

(h)The phrases “provided to,” “furnished to,” “made available” and phrases of similar import when used herein, unless the context otherwise requires, means that a copy of the information or material referred to has been provided no later than 9:00 a.m. Eastern Time on August 17, 2022 to the Party to which such information or material is to be provided or furnished (i) in the virtual “data room” maintained on box.com under the title “Project Meteor” or (ii) by delivery to such Party or its legal counsel via electronic mail or hard copy form.

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(i)References to “$” or “dollar” or “US$” shall be references to United States dollars unless otherwise specified.

Section 1.3.Knowledge. As used herein, the phrase “to the knowledge of” shall mean the knowledge, following reasonable inquiry of direct reports, of (a) with respect to LIVB, the individuals listed on ‎Section 1.3(a) of the LIVB Disclosure Schedule and (b) with respect to Covalto, the individuals listed on ‎Section 1.3(b) of the Company Disclosure Schedule.

ARTICLE 2

The Merger

Section 2.1.The Merger. At the LIVB Effective Time, on the terms and subject to the conditions set forth herein and in accordance with applicable Law LIVB and Merger Sub shall consummate the Merger, pursuant to which Merger Sub shall be merged with and into LIVB, following which the separate existence of Merger Sub shall cease and LIVB shall continue as the Surviving LIVB Entity after the Merger for the purpose of the Cayman Companies Act and as a direct, wholly-owned Subsidiary of New Covalto.

Section 2.2.Effective Time. On the terms and subject to the conditions set forth herein, on the Closing Date, LIVB, the Company and Merger Sub shall cause the Merger to be consummated by filing the plan of merger in substantially the form of Exhibit E attached hereto (the “LIVB Plan of Merger”) together with all other documents required to be filed pursuant to Part XVI of the Cayman Companies Act with the Registrar of Companies in the Cayman Islands in accordance with the applicable provisions of Laws of the Cayman Islands, the date of the registration of the LIVB Plan of Merger by the Registrar of Companies in the Cayman Islands, or such later date as may be specified in the LIVB Plan of Merger, will be the effective date of and constitute the consummation of the Merger (the “LIVB Effective Time” and, together with the Covalto Effective Time, the “Effective Times”).

Section 2.3.Effect of the Merger. The effect of the Merger shall be as provided in this Agreement, the LIVB Plan of Merger and the applicable provisions of the Law of the Cayman Islands. Without limiting the generality of the foregoing, and subject thereto, at the LIVB Effective Time, all the property, rights, privileges, agreements, powers and franchises, debts, liabilities, duties and obligations of Merger Sub and LIVB shall become the property, rights, privileges, agreements, powers and franchises, debts, liabilities, duties and obligations of the Surviving LIVB Entity and LIVB, including all of its assets, shall become a wholly-owned subsidiary of Covalto.

Section 2.4.Governing Documents.

(a)Pursuant to the Pre-Closing Capital Restructuring, the Covalto Articles of Association shall be amended and restated to the form of the Closing Amended and Restated Covalto Articles of Association, which shall be the memorandum and articles of association of Covalto from and after the Covalto Effective Time.

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(b)Covalto shall take the actions necessary to terminate each of the Existing Covalto Shareholders’ Agreements, and LIVB shall take the actions necessary to terminate the Registration Rights Agreement, each effective as of the LIVB Effective Time.

(c)At the LIVB Effective Time, the LIVB Articles of Association shall be amended and restated to be in substantially the same form of the memorandum and articles of association of Merger Sub in effect immediately prior to the LIVB Effective Time, which shall be the memorandum and articles of association of the Surviving LIVB Entity from and after the LIVB Effective Time except that the name of the Surviving LIVB Entity shall be replaced with Covalto Merger I Corp. “Closing LIVB Articles of Association”).

Section 2.5.Directors and Officers of the Surviving Entities.

(a)Immediately after the Effective Times, (i) the board of directors of Covalto shall be amended in accordance with the provisions of ‎Section 6.9(a) hereof and (ii) the officers of Covalto immediately prior to the Covalto Effective Time shall be the officers of Covalto as of such time.

(b)Immediately after the LIVB Effective Time, (i) the board of directors of the Surviving LIVB Entity shall be the board of directors appointed by Covalto prior to the LIVB Effective Time and (ii) the officers of Covalto immediately prior to the LIVB Effective Time shall be the officers of the Surviving LIVB Entity.

Section 2.6.Further Assurances. If, at any time after any Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement or any other Transaction Agreement and to vest New Covalto and the Surviving LIVB Entity following the Merger (as applicable) with full right, title and possession to all assets, property, rights, privileges, powers and franchises of LIVB, Covalto and Merger Sub (as applicable), the applicable directors, managers, officers, members of LIVB, Covalto and Merger Sub (or their designees) are fully authorized in the name of their respective companies to take, and will take, and to cause their Affiliates and Representatives to take, all such lawful and necessary action, so long as such action is not inconsistent with this Agreement or any other Transaction Agreement.

Section 2.7.Withholding. Notwithstanding any other provision in this Agreement, LIVB, New Covalto, Merger Sub and the Surviving LIVB Entity and their respective Affiliates and agents shall be entitled to deduct and withhold from any amounts otherwise payable pursuant to this Agreement, any amounts that are required to be deducted or withheld with respect to the making of such payments under applicable Law; provided that (other than any compensatory payments to be made pursuant to this Agreement) there shall be no withholding of U.S. federal income tax in respect of the transaction if the certifications required under ‎Section 6.5 are provided; provided that no Party reasonably determines that there has been a change in applicable Law. To the extent that any amounts are so deducted and withheld and properly remitted to the

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applicable Governmental Authority, such deducted and withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect of which such deduction and withholding was made.

ARTICLE 3

Closing; Merger Consideration

Section 3.1.Treatment of Covalto.

(a)Covalto Warrants. (i) At 11:59 p.m. Eastern Time on the Business Day prior to the Closing Date, each issued, outstanding and unexercised Existing Covalto Warrant set forth on Schedule I (together with any other Existing Covalto Warrant for which the holder thereof has agreed, following the date hereof and prior to the Closing, to convert) shall be converted into Covalto Ordinary Shares (the “Existing Covalto Warrant Conversion”).

(ii)On the Closing Date, each other Existing Covalto Warrant issued, outstanding and unexercised as of immediately prior to the Covalto Effective Time, shall be exchanged for a warrant (a “New Covalto Warrant”) to purchase an amount of Covalto Class A Ordinary Shares equal to the number of Covalto Ordinary Shares or Covalto Preferred Shares, as applicable, for which the Existing Covalto Warrant is exercisable as of immediately prior to the Covalto Effective Time, as adjusted to give effect to this Agreement and the Transactions, including the Covalto Preferred Conversion, the issuance of the LIVB Closing Share Consideration, the Closing True-Up, the Earn-Out Shares, and the other issuances of Covalto Class A Ordinary Shares and Covalto Class B Ordinary Shares contemplated by this Article ‎3, subject to substantially similar conversion procedures as included in such Existing Covalto Warrant.

(b)Covalto Preferred Shares. Effective immediately prior to the Pre-Closing Capital Restructuring, and pursuant to a conversion direction notice to be executed by the applicable holders of Covalto Preferred Shares, each Covalto Preferred Share shall convert into one Covalto Ordinary Share in accordance with the terms of the Covalto Articles of Association (the “Covalto Preferred Conversion”).

(c)Pre-Closing Capital Restructuring. Effective immediately following the Covalto Preferred Conversion and immediately prior to the LIVB Effective Time and in accordance with the Required Covalto Shareholder Approval: (i) each Covalto Ordinary Share shall be re-designated as a Covalto Class A Ordinary Share; (ii) each authorised and unissued Covalto Preferred Share shall be cancelled; (iii) new Covalto Class B Ordinary Shares shall be created; (iv) an increase to the number of Covalto Class A Ordinary Shares shall be authorized; and (v) the Closing Amended and Restated Covalto Articles of Association shall be adopted (together these steps the “Pre-Closing Capital Restructuring”).

(d)Covalto Class B Ordinary Share Exchange. Effective immediately following the Covalto Effective Time, the Covalto Co-Founders shall exchange their

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Covalto Class A Ordinary Shares for Covalto Class B Ordinary Shares, in accordance with the Exchange Agreements.

(e)Concurrently with the LIVB Effective Time, the Company shall issue to the holders of Covalto Class A Ordinary Shares and Covalto Class B Ordinary Shares (with each receiving its pro rata portion) (other than, for the avoidance of doubt, the Rollover Parties (as defined in the Contribution Agreement) a number of Covalto Class A Ordinary Shares and Class B Ordinary Shares (the “Closing True-Up”) such that, upon giving effect to the LIVB Closing Share Consideration, the Covalto Preferred Conversion, Closing True-Up, the Pre-Closing Capital Restructuring, the Existing Covalto Warrant Conversion, the number of Covalto Class A Ordinary Shares outstanding shall be the Pre-Closing Covalto Share Number.

(f)Covalto Options. At the Covalto Effective Time, each Existing Covalto Option (whether vested or unvested) that is outstanding and unexercised as of immediately prior to the Covalto Effective Time shall be adjusted to an option to purchase Covalto Class A Ordinary Shares (except with respect to any Existing Covalto Option held by the Covalto Co-Founders, which shall be adjusted to an option to purchase Covalto Class B Ordinary Shares) (as adjusted, each, a “New Covalto Option”). Each such New Covalto Option as so adjusted shall continue to have, and shall be subject to, the same terms and conditions as applied to the underlying Existing Covalto Option immediately prior to the Covalto Effective Time (but taking into account any changes or adjustments thereto by reason of this Agreement or the Transactions). Each such New Covalto Option as so adjusted shall be an option to acquire that number of whole Covalto Class A Ordinary Shares (rounded down to the nearest whole share) equal to the number of Covalto Ordinary Shares subject to such Existing Covalto Option immediately prior to the Covalto Effective Time, with an exercise price per share of Covalto Class A Ordinary Shares (rounded up to the nearest whole cent) equal to the exercise price per share subject to such Existing Covalto Option immediately prior to the Covalto Effective Time, in each case, as adjusted proportionally to give effect to this Agreement and the Transactions, including the Closing True-Up and the Pre-Closing Capital Restructuring. Notwithstanding anything in this ‎Section 3.1(f) to the contrary, the exercise price and the number of Covalto Class A Ordinary Shares subject to the New Covalto Option shall be determined in a manner consistent with the requirements of Section 409A of the Code.

(g)CTB Election. On or prior to the date of the Closing Date, Covalto shall file an election with the IRS on IRS Form 8832 pursuant to Treasury Regulations Section 301.7701-3(c), which shall be effective as of the Closing Date, to be classified as an association taxable as a corporation for U.S. federal income tax purposes.

Section 3.2.Contribution. On the Closing Date, after the conditions to the obligation of the Parties to consummate the Closing set forth in ‎‎Article ‎9 of this Agreement have been satisfied, but before the LIVB Effective Time, the Covalto Contribution shall be effected pursuant to the Contribution Agreement.

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Section 3.3.Effect of Merger. On the Closing Date, immediately after the Covalto Effective Time, on the terms and subject to the conditions set forth herein, at the LIVB Effective Time, by virtue of the Merger and without any further action on the part of any Party or any other Person, the following shall occur:

(a)LIVB Ordinary Shares. Each LIVB Ordinary Share issued and outstanding immediately prior to the LIVB Effective Time will be automatically surrendered and exchanged for the right to receive the LIVB Closing Share Consideration.

(b)Treatment of LIVB Warrants. At the LIVB Effective Time, each LIVB Warrant that is outstanding and unexercised immediately prior to the LIVB Effective Time shall be converted into and become an equivalent New Covalto Warrant, and New Covalto shall assume each such LIVB Warrant in accordance with its terms (as in effect as of the date of this Agreement). All rights with respect to LIVB Ordinary Shares underlying the LIVB Warrants assumed by New Covalto shall thereupon be converted into rights with respect to Covalto Class A Ordinary Shares. Accordingly, from and after the LIVB Effective Time: (i) each LIVB Warrant assumed by New Covalto may be exercised solely for Covalto Class A Ordinary Shares; (ii) the number of Covalto Class A Ordinary Shares subject to each LIVB Warrant assumed by New Covalto shall be the number of LIVB Ordinary Shares that were subject to such LIVB Warrant, as in effect immediately prior to the LIVB Effective Time; (iii) the per share exercise price for the Covalto Class A Ordinary Shares issuable upon exercise of each LIVB Warrant assumed by New Covalto shall be the per share exercise price of LIVB Ordinary Shares subject to such LIVB Warrant, as in effect immediately prior to the LIVB Effective Time; and (iv) any restriction on the exercise of any LIVB Warrant assumed by New Covalto shall continue in full force and effect and the term, exercisability and other provisions of such LIVB Warrant shall otherwise remain unchanged; provided, however, that to the extent provided under the terms of a LIVB Warrant, such LIVB Warrant assumed by New Covalto in accordance with this ‎Section 3.3(b) shall, in accordance with its terms, be subject to further adjustment as appropriate to reflect any stock split, division or subdivision of shares, stock or share dividend, reverse stock split, consolidation of shares, reclassification, recapitalization or other similar transaction with respect to New Covalto Ordinary Shares subsequent to the LIVB Effective Time.

(c)Surviving LIVB Equity Securities. At the LIVB Effective Time, the sole issued and outstanding ordinary share of Merger Sub shall be converted into one ordinary share of the Surviving LIVB Entity, issued in the name of Covalto, which shall constitute the only issued and outstanding share of the Surviving LIVB Entity.

Section 3.4.Exchange Agent Procedures.

(a)Following the date hereof and prior to the Effective Times, LIVB shall appoint an exchange agent reasonably acceptable to Covalto (the “Exchange Agent”) to act as the exchange agent in connection with the Merger and the Covalto Contribution for the purpose of (i) exchanging (A) each LIVB Ordinary Share on the register of members of LIVB immediately prior to the LIVB Effective Time and (B) each Promissory Note for the LIVB Closing Share Consideration issuable in respect of such LIVB Ordinary Shares,

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pursuant to ‎Section 3.3(a), and the Covalto Class A Ordinary Shares issuable in respect of such Promissory Notes purusant to the Contribution Agreement (after giving effect to any required Tax withholding as provided under ‎Section 2.7) and on the terms and subject to the other conditions set forth in this Agreement and the Contribution Agreement and (ii) exchanging (A) each LIVB Warrant on the stock transfer books of LIVB immediately prior to the LIVB Effective Time and (B) each Promissory Note for the New Covalto Warrants issuable in respect of such LIVB Warrants pursuant to ‎Section 3.3(b), and the New Covalto Warrants issuable in respect of such Promissory Notes purusant to the Contribution Agreement and on the terms and subject to the other conditions set forth in this Agreement.

(b)At the LIVB Effective Time, or on the Closing Date prior to the LIVB Effective Time in accordance with ‎Section 3.2, Covalto shall deposit, or cause to be deposited, with the Exchange Agent, for the benefit of the holders of LIVB Ordinary Shares and LIVB Warrants and the holders of the Promissory Notes contributed pursuant to ‎Section 3.2, and for exchange in accordance with this ‎Section 3.4 through the Exchange Agent, (i) evidence of Covalto Class A Ordinary Shares in book-entry form representing the LIVB Closing Share Consideration issuable pursuant to ‎Section 3.3(a) in exchange for the LIVB Ordinary Shares outstanding immediately prior to the LIVB Effective Time and (ii) evidence of New Covalto Warrants in book-entry form representing the New Covalto Warrants issuable pursuant to ‎Section 3.3(b) in exchange for the LIVB Warrants, in each case after giving effect to any required Tax withholding as provided under ‎Section 2.7.

(c)At the LIVB Effective Time, the register of members of LIVB shall be closed and there shall be no transfers of LIVB Ordinary Shares or LIVB Warrants that were outstanding immediately prior to the LIVB Effective Time.

Section 3.5.Mandatorily Convertible Note Conversion. At the Closing, immediately following the Merger and the delivery of the LIVB Closing Share Consideration, each Mandatorily Convertible Note then outstanding, including with respect to the Anchor Investment, shall convert pursuant to its terms. The Company shall deliver to each Mandatorily Convertible Noteholder a number of newly-issued Covalto Class A Ordinary Shares in respect of all outstanding principal and interest payable on such holder’s Mandatorily Convertible Note, at the price per Covalto Class A Ordinary Share set forth in Schedule II hereto.

Section 3.6.Closing. The closing of the Transactions (the “Closing”) shall take place (a) electronically by the mutual exchange of electronic signatures (including portable document format (PDF)) commencing as promptly as practicable (and in any event no later than 9:00 a.m. Eastern Time on the third Business Day) following the satisfaction or (to the extent permitted by applicable Law) waiver of the conditions set forth in Article ‎9 (other than those conditions that by their terms or nature are to be satisfied at the Closing; provided that such conditions are satisfied or (to the extent permitted by applicable Law) waived in writing at the Closing) or (b) at such other place, time or date as LIVB and Covalto may mutually agree in writing. The date on which the Closing shall occur is referred to herein as the “Closing Date.”

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Section 3.7.LIVB Closing Statement. No later than the third (3rd) Business Day prior to the Closing Date, LIVB shall deliver to the Company written notice setting forth: (i) the aggregate amount of cash proceeds that will be required to satisfy the LIVB Shareholder Redemptions; (ii) the amount of cash in the Trust Account, and (iii) the amount of LIVB Expenses, in accordance with Schedule III, as of the Closing (such written notice of ‎(i), ‎(ii) and ‎(iii), together, the “Closing Statement”).

Section 3.8.Earn-Out Shares.

(a)If the conditions set forth in this ‎Section 3.8 are satisfied, New Covalto shall issue to the holders of Outstanding Company Equity Securities as of immediately prior to the Covalto Effective Time, in accordance with their Pro Rata Share, a total of 2,500,000 newly issued Covalto Ordinary Shares, with each Covalto Co-Founder receiving Covalto Class B Ordinary Shares and each other Covalto shareholder receiving Covalto Class A Ordinary Shares (such Covalto Class A Ordinary Shares and Class B Ordinary Shares (as applicable), the “Earn-Out Shares”), as follows:

(i)if at any time during the 60 months following the Closing Date (the end of such period, the “Release Date”) the VWAP of the Covalto Class A Ordinary Shares is greater than or equal to $13.50 over any 20 Trading Days within any 30 Trading Day period (“$13.50 Threshold”), one-half of the Earn-Out Shares shall be issued; and

(ii)if at any time prior to the Release Date the VWAP of the Covalto Class A Ordinary Shares is greater than or equal to $17.50 over any 20 Trading Days within any 30 Trading Day period (“$17.50 Threshold”), one-half of the Earn-Out Shares shall be issued.

(b)The $13.50 Threshold and $17.50 Threshold shall be equitably adjusted for stock splits, stock dividends, extraordinary cash dividends, reorganizations, combinations, recapitalizations and similar transactions affecting the Covalto Class A Ordinary Shares after the Effective Times.

(c)In the event of the satisfaction of the $13.50 Threshold or the $17.50 Threshold on or prior to the Release Date, as soon as practicable after such satisfaction, New Covalto shall issue such Earn-Out Shares to the holders entitled thereto as a result thereof (for the avoidance of doubt, for all purposes hereunder, such holders shall be deemed entitled to such Earn-Out Shares as of the date of satisfaction of the $13.50 Threshold or the $17.50 Threshold, notwithstanding the issuance of such Earn-Out Shares following such date of satisfaction).

(d)In the event of the failure of the satisfaction of the $13.50 Threshold or the $17.50 Threshold on or prior to the Release Date, the right and entitlement herein to the portion of the Earn-Out Shares that is the subject of the applicable threshold shall be forfeited by the holders of Outstanding Company Equity Securities as of immediately prior to the Effective Times.

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(e)If, prior to the Release Date, there is a transaction that will result in Covalto Class A Ordinary Shares being converted or exchanged into the right to receive cash or other consideration having a value (in the case of any non-cash consideration, as provided in the definitive transaction documents for such transaction, or if not so provided, determined by the Board of Directors of New Covalto in good faith) equal to or in excess of the $13.50 Threshold or the $17.50 Threshold, then New Covalto shall issue such Earn-Out Shares to the holders entitled thereto as a result thereof effective as of immediately prior to the consummation of such transaction so as to ensure that the recipients of the Earn-Out Shares shall receive such Earn-Out Shares, and all proceeds thereof, in connection with such transaction.

(f)Following the Closing, including during the 60 months following the Closing Date, New Covalto and its Subsidiaries, including the Company Group, will be entitled to (i) operate their respective businesses based upon their respective business requirements and in their own business judgment, and (ii) make changes in their respective sole discretion to their respective operations, organization, personnel, accounting practices and other aspects of their respective businesses, including actions that may have an impact on whether any thresholds in respect of Earn-Out Shares have been met, and none of the holders of Outstanding Company Equity Securities as of immediately prior to the Effective Times will have any right to claim the loss of all or any portion of the Earn-Out Shares or other damages as a result of such decisions.

ARTICLE 4

Representations and Warranties of Covalto

Except as set forth in the corresponding section of the Company Disclosure Schedule to this Agreement dated as of the date of this Agreement (each of which qualifies (a) the correspondingly numbered representation, warranty or covenant if specified therein and (b) such other representations, warranties or covenants where its relevance as an exception to (or disclosure for purposes of) such other representation, warranty or covenant is reasonably apparent on its face), Covalto represents and warrants to LIVB as follows, in each case as of the date hereof and as of the Closing Date:

Section 4.1.Corporate Organization of Covalto. Covalto has been duly incorporated, is validly existing and is in good standing under its jurisdiction of incorporation, and has the requisite power and authority to own, operate and lease its properties, rights and assets and to conduct its business as it is now being conducted. The copies of the organizational and governing documents (collectively, “Organizational Documents”) of Covalto, as in effect on the date hereof, have been made available by Covalto to LIVB and are (a) true, correct and complete, (b) in full force and effect, and (c) have not been amended in any respect from the copies made available to LIVB. Covalto is duly licensed or qualified as a foreign 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, except where failure to be so licensed or qualified has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Covalto is not in violation of any of the provisions of its Organizational Documents, except where such violation has not had, and would not

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reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

Section 4.2.Subsidiaries. The Subsidiaries of Covalto, together with details of their respective jurisdiction of incorporation or organization and names of their respective equityholders and details of equity ownership, are set forth on ‎Section 4.2 of the Company Disclosure Schedule (the “Company Subsidiaries”). True and complete copies of the organizational and governing documents of the Company Subsidiaries have been made available by Covalto to LIVB. The Company Subsidiaries have been duly formed or organized, are validly existing under the Laws of their jurisdiction of incorporation or organization and have the power and authority to own, operate and lease their properties, rights and assets and to conduct their business as it is now being conducted, except (other than with respect to due organization and valid existence) in each case has not had, and would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Each Company Subsidiary is duly licensed or qualified and in good standing in each jurisdiction in which its ownership of property or the character of its activities is such as to require it to be in good standing or so licensed or qualified, except where the failure to be in good standing or so licensed or qualified has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Merger Sub was formed solely for the purpose of engaging in the Transactions, has not conducted any business prior to the date hereof and has no assets, liabilities or obligations of any nature other than those incident to their respective formations and pursuant to this Agreement and any Transaction Agreement to which such entity is a party, as applicable, and the other transactions contemplated by this Agreement and such Transaction Agreements, as applicable. Covalto owns the sole issued and outstanding Equity Security of Merger Sub.

Section 4.3.Due Authorization. Covalto has the requisite corporate power and authority to execute and deliver this Agreement and each Transaction Agreement to which it is a party and (subject to the approvals described in ‎Section 4.5 and upon receipt of the Required Covalto Shareholder Approval) to perform all obligations to be performed by it hereunder and thereunder and to consummate the Transactions and the transactions contemplated thereby. The execution, delivery and performance of this Agreement and such Transaction Agreements and the consummation of the Transactions and the transactions contemplated hereby and thereby have been duly authorized by the board of directors of Covalto and, except for the Required Covalto Shareholder Approval, no other corporate proceeding on the part of Covalto or shareholder vote or action is necessary to authorize this Agreement or any Transaction Agreements or Covalto’s performance hereunder or thereunder. This Agreement has been, and each such Transaction Agreement (when executed and delivered by Covalto) will be, duly and validly executed and delivered by Covalto and, assuming due and valid authorization, execution and delivery by each other party hereto and thereto, this Agreement constitutes, and each such Transaction Agreement will constitute, a valid and binding obligation of Covalto, enforceable against Covalto in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting or relating to creditors’ rights generally and subject, as to enforceability,

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to general principles of equity, whether such enforceability is considered in a proceeding in equity or at Law (the “Enforceability Exceptions”).

Section 4.4.No Conflict. Except as set forth on ‎Section 4.4 of the Company Disclosure Schedule, the execution, delivery and performance by Covalto of this Agreement and the Transaction Agreements to which it is a party and the consummation by Covalto of the Transactions and the transactions contemplated hereby and thereby do not and will not, (a) contravene or conflict with the certificate of incorporation, bylaws or other organizational documents of Covalto or, in any material respect, its Subsidiaries, (b) subject to the approvals described in ‎Section 4.5, contravene or conflict with or constitute a violation of any provision of any Law, Permit or Governmental Order binding upon or applicable to Covalto or any of its Subsidiaries or any of their respective assets or properties, (c) subject to the approvals described in ‎Section 4.5, violate, conflict with, result in a breach of any term, condition or provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the termination or acceleration of, or a right of termination, cancellation, modification, acceleration or amendment under, accelerate the performance required by, or result in the acceleration or trigger of any payment, posting of collateral (or right to require the posting of collateral), time of payment, vesting or increase in the amount of any compensation or benefit payable pursuant to, any of the terms, conditions or provisions of any Contract to which Covalto or any of its Subsidiaries is a party or by which any of their respective assets or properties may be bound or affected or any Permit of Covalto or its Subsidiaries, or (d) result in the creation or imposition of any Lien on any asset, property or Equity Security of Covalto or any of its Subsidiaries, except in the case of each of clauses ‎(b) through ‎(d) as has not had, and would not reasonably be expected to be, individually or in the aggregate, material to Covalto and its Subsidiaries, taken as a whole.

Section 4.5.Governmental Authorities; Consents. No action by, consent, approval, permit or authorization of, or designation, declaration or filing with, any Governmental Authority or Person or notice, approval, consent, waiver or authorization from any Governmental Authority or Person is required on the part of Covalto with respect to Covalto’s execution, delivery and performance of this Agreement and the Transaction Agreements and the consummation of the Transactions and the transactions contemplated hereby and thereby, except for (a) the filing of (i) the LIVB Plan of Merger, (ii) the Closing Amended and Restated Covalto Articles of Association, (iii) the filing with the SEC of (x) the Proxy Statement / Prospectus (and the expiration of the waiting period in Rule 14a-6(a) under the Exchange Act or, if the preliminary Proxy Statement / Prospectus is reviewed by the SEC, receipt of oral or written notification of the completion of the review by the SEC), (y) such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement, the Transaction Agreements or the Transactions or the transactions contemplated thereby and (z) such filings with and approval of NASDAQ to permit the Covalto Ordinary Shares to be issued in connection with the transactions contemplated by this Agreement and the other Transaction Agreements to be listed on NASDAQ, and (iv) the regulatory approvals set forth on ‎Section 9.1(a) of the Company Disclosure Schedule and (b) any actions, consents, approvals, permits or authorizations, designations, declarations or filings, the

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absence of which would not reasonably be expected to be, individually or in the aggregate, material to Covalto and its Subsidiaries, taken as a whole.

Section 4.6.Current Capitalization. (a) ‎Section 4.6(a)(i) of the Company Disclosure Schedule sets forth the Equity Securities of Covalto (including the number and class or series (as applicable)) and the record ownership (including the percentage interests held thereby) thereof and such Equity Securities are free and clear of all Liens and free of any other limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of such ownership interests) and have not been issued in violation of preemptive or similar rights. With respect to each Existing Covalto Option, Section ‎4.6(a)(ii) of the Company Disclosure Schedule sets forth as of the date hereof: (i) the name of the holder thereof; (ii) the number of Covalto Ordinary Shares issuable upon the exercise of such Existing Covalto Option; (iii) the exercise price and expiration date thereof; (iv) the date of grant thereof, and (v) the vesting schedule (including any acceleration provisions) for such Existing Covalto Option. Five days prior to the Closing Date, Covalto will provide LIVB with a revised version of Sections ‎4.6(a)(i) and ‎4.6(a)(ii) of the Company Disclosure Schedule, updated as of the most recent practicable date. Each grant of an Existing Covalto Option was made in accordance in all material respects with the terms of the applicable governing plan document and applicable Law, has an exercise price that is no less than the fair market value of the underlying Covalto Ordinary Share on the date of grant, and is not “nonqualified deferred compensation” for purposes of Section 409A of the Code. The outstanding Equity Securities of Covalto have been duly authorized and validly issued and are fully paid and non-assessable.

(b)There are no outstanding or authorized equity appreciation rights, phantom equity, profit participation or other equity or equity-linked awards with respect to the Equity Securities of, or other equity or voting interest in, Covalto. No Person is entitled to any preemptive or similar rights to subscribe for Equity Securities of Covalto. There are no outstanding contractual obligations of Covalto to repurchase, redeem or otherwise acquire any Equity Securities of Covalto. There are no outstanding bonds, debentures, notes or other Indebtedness of Covalto having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter for which Covalto’s members may vote. Except as set forth in ‎Section 4.6(b) of the Company Disclosure Schedule, Covalto is not party to any shareholders agreement, voting agreement, proxies, registration rights agreement or other agreements or understandings relating to its equity interests.

(c)(i) There are no declared but unpaid dividends or distributions in respect of any Equity Securities of Covalto and (ii) since December 31, 2020, Covalto has not made, declared, set aside, established a record date for or paid any dividends or distributions.

Section 4.7.Capitalization of Subsidiaries. (a) The outstanding shares of capital stock or other equity interests of Covalto’s Subsidiaries have been duly authorized and validly issued and are fully paid and non-assessable. All of the outstanding Equity Securities of Covalto’s Subsidiaries are owned by Covalto, directly or indirectly, free and clear of any Liens (other than Permitted Liens) and have not been issued in violation of

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preemptive or similar rights. Except for Equity Securities owned by Covalto or any wholly-owned Subsidiary of Covalto, there are no Equity Securities of any Covalto Subsidiary authorized, reserved, issued or outstanding.

(b)There are no outstanding or authorized equity appreciation rights, phantom equity, profit participation or any other equity or equity-linked awards with respect to the Equity Securities of, or other equity or voting interest in, any Covalto Subsidiary. No Person is entitled to any preemptive or similar rights to subscribe for Equity Securities of any Covalto Subsidiary. There are no outstanding contractual obligations of any Covalto Subsidiary to repurchase, redeem or otherwise acquire any Equity Securities of any Covalto Subsidiary. There are no outstanding bonds, debentures, notes or other Indebtedness of any Covalto Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter for which such Subsidiaries’ stockholders may vote. No Covalto Subsidiary is a party to any shareholders agreement, voting agreement, proxies, registration rights agreement or other agreements or understandings relating to its equity interests.

(c)Except for Equity Securities in any wholly-owned Subsidiary of Covalto, neither Covalto nor any of its Subsidiaries owns any Equity Securities in any Person. No shares of capital stock are held in treasury by any Covalto Subsidiary.

Section 4.8.Financial Statements. (a) Covalto has provided to LIVB true, correct, accurate and complete copies of (i) the audited consolidated balance sheets and the related audited consolidated statements of operations and comprehensive income, changes in shareholders’ equity and cash flows of Covalto and its Subsidiaries as of and for the years ended December 31, 2021 and December 31, 2020 (the “Audited Financial Statements”), and (ii) an unaudited consolidated balance sheet and the related unaudited consolidated statements of operations and comprehensive income, changes in shareholders’ equity and cash flows of Covalto and its Subsidiaries as of March 31, 2022 and for the three-month period then ended (the “Most Recent Balance Sheet”) (the “Interim Financial Statements” and, together with the Audited Financial Statements, the “Financial Statements”).

(b)The Financial Statements present fairly, in all material respects, the consolidated financial position, cash flows, income, changes in equity (with respect to the Audited Financial Statements only) and results of operations of the Company Group as of the dates and for the periods indicated in such Financial Statements in conformity with IFRS during the periods involved (except in the case of the Interim Financial Statements for the absence of footnotes and other presentation items and for normal and recurring year-end adjustments) and were derived from, and accurately reflect, the books and records of the Company Group.

(c)The Company Group has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act). Such disclosure controls and procedures are designed to ensure that material information relating to the Company Group is made known to the appropriate principal executive officer and its principal financial officer. To the knowledge of Covalto, such disclosure controls and procedures

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are effective in timely alerting Covalto’s principal executive officer and principal financial officer to material information required to be included in Covalto’s financial statements.

(d)The Company Group has established and maintains systems of internal accounting controls that are designed to provide reasonable assurance that (i) all transactions are executed in accordance with management’s authorization and (ii) all transactions are recorded as necessary to permit preparation of proper and accurate financial statements in accordance with IFRS and to maintain accountability for Covalto’s assets. Covalto maintains and, for all periods covered by the Financial Statements, has maintained books and records of Covalto in the ordinary course of business that are accurate and complete and reflect the revenues, expenses, assets and liabilities of Covalto and its Subsidiaries in all material respects.

(e)Neither the Company Group nor the Company Group’s independent auditors has identified or been made aware of any (i) “significant deficiency” in the internal controls over financial reporting of the Company Group, (ii) “material weakness” in the internal controls over financial reporting of the Company Group, or (iii) fraud, whether or not material, that involves management or other employees of the Company Group who have a significant role in the internal controls over financial reporting of the Company Group.

Section 4.9.Undisclosed Liabilities. Except as set forth on ‎Section 4.9 of the Company Disclosure Schedule, as of the date hereof, neither Covalto nor any of its Subsidiaries has any liability, debt or obligation, whether accrued, contingent, absolute, determined, determinable or otherwise, except for liabilities, debts or obligations (a) reflected or reserved for in the Most Recent Balance Sheet, (b) that have arisen since December 31, 2021 in the ordinary course of business of Covalto and its Subsidiaries, (c) arising under this Agreement or the performance by Covalto of its obligations hereunder, including transaction expenses, or (d) that would not reasonably be expected to be, individually or in the aggregate, material to Covalto and its Subsidiaries, taken as a whole. Neither Covalto nor any of its Subsidiaries is a party to any “off-balance sheet arrangement” (as defined in Item 303(a) of Regulation S-K promulgated by the SEC).

Section 4.10.Litigation and Proceedings. Except as set forth on ‎Section 4.10 of the Company Disclosure Schedule, as of the date hereof, there is no, and since January 1, 2019, there has been no, pending or, to the knowledge of Covalto, threatened Actions or investigations by or against Covalto or any of its Subsidiaries or any of their properties, rights or assets that would reasonably be expected to be, individually or in the aggregate, material to Covalto and its Subsidiaries, taken as a whole. There is no, and since January 1, 2019 there has been no, Governmental Order imposed upon or, to the knowledge of Covalto, threatened against Covalto or any of its Subsidiaries or any of their properties, rights or assets that would reasonably be expected to be, individually or in the aggregate, material to Covalto and its Subsidiaries, taken as a whole. Neither Covalto nor any of its Subsidiaries is party to a settlement or similar agreement regarding any of the matters set forth in the two preceding sentences that contains any ongoing obligations, restrictions or

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liabilities (of any nature) that would reasonably be expected to be, individually or in the aggregate, material to Covalto and its Subsidiaries, taken as a whole.

Section 4.11.Compliance with Laws. Except where the failure to be, or to have been, in compliance with such Laws as has not, and would not, individually or in the aggregate, be material to Covalto and its Subsidiaries, taken as a whole, or as otherwise set forth on ‎Section 4.11 of the Company Disclosure Schedule, Covalto and its Subsidiaries are, and since January 1, 2019 have been, in compliance with all applicable Laws. Covalto and its Subsidiaries hold, and since January 1, 2019 have held, all licenses, approvals, authorizations, consents, registrations, concessions, franchises and permits (the “Permits”) necessary for the lawful conduct of the business, except where the failure to so hold has not had, and would not be reasonably be expected to be, individually or in the aggregate, material to Covalto and its Subsidiaries, taken as a whole. Since January 1, 2019, (a) neither Covalto nor any of its Subsidiaries has received any written notice of any violations of applicable Laws, Governmental Orders or Permits (other than allegations asserted by providers in connection with requests for claims adjustments by such providers in the ordinary course of business, which have not had, and would not be reasonably expected to have, individualy or in the aggregate, a material adverse effect to Covalto and its Subsidiaries, taken as a whole), (b) to the knowledge of Covalto, no assertion or Action of any violation of any Law, Governmental Order or Permit by Covalto or any of its Subsidiaries is currently threatened against Covalto or any of its Subsidiaries (other than allegations asserted by providers in connection with requests for claims adjustments by such providers in the ordinary course of business, which have not had, and would not be reasonably expected to have, individually or in the aggregate, a material adverse effect to Covalto and its Subsidiaries, taken as a whole), and (c) neither Covalto 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, in each case of the foregoing clauses ‎(a), ‎(b) and ‎(c), except as has not been material to Covalto and its Subsidiaries, taken as a whole. No investigation or review by any Governmental Authority with respect to Covalto or any of its Subsidiaries is pending or, to the knowledge of Covalto, threatened, and no such investigations have been conducted by any Governmental Authority since January 1, 2019, in each case, except as has not had, and would not reasonably be expected to be, individually or in the aggregate, material to Covalto and its Subsidiaries, taken as a whole.

Section 4.12.Material Contracts; No Defaults. (a) ‎Section 4.12(a) of the Company Disclosure Schedule contains a true and complete listing of all Contracts described in clauses ‎(i) through ‎(xviii) of this ‎Section 4.12(a) to which, as of the date of this Agreement, Covalto or any of its Subsidiaries is a party or by which any of their respective assets is bound (together with all material amendments, waivers or other changes thereto) other than any purchase orders entered into in the ordinary course of business and any Company Group Benefit Plans (all such Contracts as described in clauses ‎(i) through ‎(xviii), collectively, the “Material Contracts”). True, correct and complete copies of the Material Contracts have been delivered to or made available to LIVB or its agents or Representatives.

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(i)Each Contract that involves aggregate payments or consideration furnished (A) by Covalto or by any of its Subsidiaries of more than $250,000 or (B) to Covalto or to any of its Subsidiaries of more than $250,000, in each case, in the calendar year ended December 31, 2021 or any subsequent calendar year;

(ii)Each Contract relating to Indebtedness of Covalto with a principal amount (including the amount of any undrawn but available commitments thereunder) in excess of $1,000,000, with respect to any one lender;

(iii)Each Contract that is a purchase and sale or similar agreement for the acquisition of any Person or any business unit thereof or the disposition of any material assets of Covalto or any of its Subsidiaries (A) since January 1, 2019, in each case, involving payments in excess of $250,000 or (B) pursuant to which there are any covenants, indemnities, payment obligations (including “earn-out” or other contingent payment obligations) that may result in the making of payments after the Closing Date or otherwise impose material ongoing obligations to Covalto after the Closing, in each case of (A) and (B) excluding (1) intercompany transactions among Covalto and/or its wholly-owned Subsidiaries and (ii) definitive agreements executed in respect of the letters of intent set forth on ‎Section 4.12(a)(iii) of the Company Disclosure Schedule;

(iv)Each lease, rental or occupancy agreement, license, installment and conditional sale agreement and each other Contract with outstanding obligations that (A) provides for the ownership of, leasing of, occupancy of, title to, use of, or any leasehold or other interest in any real or personal property and (B) involves aggregate payments in excess of $250,000 in any calendar year, other than sales or purchase agreements in the ordinary course of business and sales of obsolete equipment;

(v)Each joint venture Contract, agreement establishing an entity that is a partnership, limited liability company agreement or similar Contract (other than Contracts between wholly owned subsidiaries of Covalto) that is material to the business of Covalto and its Subsidiaries, taken as a whole;

(vi)Each Contract entered into, by any Subsidiary that holds a material Permit, with any material supplier of services, including financial services or back-up or similar services necessary to provide financial services (and any approvals related thereto issued by any Governmental Authority);

(vii)Each Contract requiring capital expenditures by Covalto or its Subsidiaries after the date of this Agreement in an amount in excess of $250,000 in the aggregate;

(viii)Each Contract prohibiting or restricting the ability of Covalto or its Subsidiaries to engage in any business, to solicit any potential customer, to operate in any geographical area or to compete with any Person, in each case, in

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any material respect, other than customary non-solicitation and no-hire provisions entered into in the ordinary course of business;

(ix)Each Contract granting exclusive or preferential rights or “most favored nations” status to any person that is material to the business of Covalto and its Subsidiaries, taken as a whole;

(x)Each Contract granting any Person a right of first refusal, right of first offer or similar right with respect to any properties, assets or businesses of Covalto or its Subsidiaries;

(xi)Each Contract (excluding non-disclosure agreements and non-exclusive licenses entered into in the ordinary course of business) pursuant to which (A) any Person has granted any right, license or covenant not to sue with respect to any material item of Intellectual Property to any member of the Company Group (excluding non-exclusive licenses in respect of commercially available, unmodified, “off-the-shelf software” or other IT Systems that have been granted on generally available non-discriminatory pricing terms with aggregate annual payments of less than $150,000), (B) any right, license or covenant not to sue is granted to any Person under any material Owned Intellectual Property owned by any member of the Company Group (excluding non-exclusive licenses granted by any member of the Company Group in the ordinary course of business), or (C) entered into to settle or resolve any Intellectual Property-related dispute, including settlement agreements, covenants not to sue, consent agreements, and co-existence agreements, in each case involving an amount in controversy of at least $250,000;

(xii)Each Contract for the development of Intellectual Property by a third party that is material to the business of the Company Group, taken as a whole (other than pursuant to Covalto’s standard form employee invention assignment or consulting or independent contractor agreements or any Contract entered into in the ordinary course of business) that involves aggregate payments or consideration furnished by any member of the Company Group of more than $250,000 in any calendar year;

(xiii)Each employment Contract (A) with any Key Employee, (B) that provides for the payment or accelerated vesting of any compensation or benefits in connection with the consummation of the Transactions, including any severance, retention, change of control, transaction, or similar payments, or (C) that otherwise restricts the ability of Covalto or any of its Subsidiaries to terminate the employment of such individual on third (30) days’ notice of less for any reason or no reason without penalty or liability other than in the ordinary course of business or as otherwise required by Law;

(xiv)Each Collective Bargaining Agreement;

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(xv)Each Contract that is a settlement, conciliation or similar agreement with any Governmental Authority or pursuant to which Covalto or any of its Subsidiaries will have any outstanding obligation in excess of $250,000 after the date of this Agreement;

(xvi)Any Contract with (A) any Affiliate of Covalto (other than a Subsidiary of Covalto) or (B) any Affiliate or family member of any Covalto Pre-Closing Holder;

(xvii)Any Contract that is a currency or interest hedging arrangement; and

(xviii)Any commitment to enter into agreement of the type described in clauses ‎(i) through ‎(xviii) of this ‎Section 4.12(a).

(b)Except for any Contract that has terminated, or will terminate, upon the expiration of the stated term thereof prior to the Closing Date and except as would not reasonably be expected to be, individually or in the aggregate, material to Covalto and its Subsidiaries, taken as a whole, as of the date of this Agreement, each Material Contract is (i) in full force and effect and (ii) represents the legal, valid and binding obligations of Covalto or one of its Subsidiaries that is a party thereto and, to the knowledge of Covalto, represents the legal, valid and binding obligations of the other parties thereto, in each case, subject to the Enforceability Exceptions. Except as has not been, and would not reasonably be expected to be, individually or in the aggregate, material to Covalto and its Subsidiaries taken as a whole, (w) neither Covalto, any of its Subsidiaries nor, to the knowledge of Covalto, any other party thereto is or is alleged to be in breach of or default under any Material Contract, (x) since January 1, 2019, neither Covalto nor any of its Subsidiaries has received any written claim or notice of breach of or default under any such Contract, (y) to the knowledge of Covalto, no event has occurred, that has not been waived or cured, which individually or together with other events, would reasonably be expected to result in a breach of or a default under any such Contract (in each case, with or without notice or lapse of time or both), and (z) no party to any such Contract that is a customer of or supplier to Covalto or any of its Subsidiaries has, within the past 12 months, canceled or terminated its business with, or threatened in writing to cancel, materially modify or terminate its business with, Covalto or any of its Subsidiaries.

Section 4.13.Company Group Benefit Plans. (a) ‎Section 4.13(a) of the Company Disclosure Schedule sets forth a true and complete list of each material Company Group Benefit Plan (provided, that any individual employment agreement (or offer letter) or individual consulting agreement that, in either case, is consistent in all material respects with the applicable template listed on ‎Section 4.13(a) of the Company Disclosure Schedule shall not be required to be individually listed on ‎Section 4.13(a) of the Company Disclosure Schedule) and specifies whether such plan is a U.S. Plan or an International Plan. For purposes of this Agreement a “Company Group Benefit Plan” means (i) each “employee benefit plan” as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended and any rules or regulations promulgated thereunder (“ERISA”), and (ii) any equity ownership, equity purchase,

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equity option, phantom equity, equity or other equity-based compensation, severance, employment, mandatory profit sharing, consulting, retention, change-in-control, transaction bonus, prescription, fringe benefit, bonus, incentive, deferred compensation, employee loan, profit-sharing, health and welfare, disability or sick leave benefits, leave, post-employment or retirement and all other benefit or compensation plans, agreements, programs, policies, Contracts or other arrangements, whether or not subject to ERISA, in each case whether or not written (x) which are contributed to, required to be contributed to, sponsored by, administered by, maintained by or entered into by Covalto or any of its Subsidiaries for the current or future benefit of any Company Group Service Provider or (y) under or with respect to which Covalto or any of its Subsidiaries has any direct or indirect liability or obligation, contingent or otherwise, in any case, excluding any statutory plan, program or arrangement that is both required under applicable Laws and maintained by a Governmental Authority.

(b)With respect to each Company group Benefit Plan listed on ‎Section 4.13(a) of the Company Disclosure Schedule, Covalto has delivered or made available in the data room to LIVB copies of (i) such Company Group Benefit Plan (or a description, if such plan is not written) and any trust agreement or other funding instrument relating to such plan, (ii) the most recent summary plan description and all summaries of material modifications, (iii) the annual report (Form 5500) and all schedules and attachments with respect to each Company Group Benefit Plan (if applicable) for the three most recently completed plan years, (iv) the two most recent actuarial valuation and financial statements (if applicable) relating to such Company Group Benefit Plan, (v) the most recent determination or opinion letter, if any, issued by the IRS with respect to any Company Group Benefit Plan, (vi) any material or non-routine correspondence with any Governmental Authority within the past three years, and (vii) if such plan is an International Plan, documents that are substantially comparable (taking into account differences in applicable Law and practices) to the documents required to be provided in clauses (i) through (vi).

(c)Except as would not, individually or in the aggregate, reasonably be expected to result in material liability to Covalto and its Subsidiaries, taken as a whole, (i) each Company Group Benefit Plan has been established, maintained, administered and funded and in compliance with its terms and all applicable Laws, including ERISA and the Code, (ii) all contributions, premiums or other payment that are due with respect to any Company Group Benefit Plan in respect of all prior periods have been made or properly accrued and reflected in Covalto’s financial statements to the extent required by IFRS and (iii) all material 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 Group Benefit Plan have been timely and properly filed.

(d)Each Company Group Benefit Plan which is intended to be qualified within the meaning of Section 401(a) of the Code (A) has received a favorable determination or opinion letter as to its qualification from the IRS or (B) has been established under a standardized master and prototype or volume submitter plan for which a current favorable IRS advisory letter or opinion letter has been obtained by the plan sponsor and is valid as to the adopting employer, and, to Covalto’s knowledge, nothing has occurred, whether by

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action or failure to act, that could reasonably be expected to adversely affect such qualification.

(e)(i) No event has occurred and no condition exists with respect to any Company Group Benefit Plan that would subject Covalto or any of its Subsidiaries, either directly or by reason of their affiliation with an ERISA Affiliate, to any tax, fine, Lien, penalty or other liability imposed by ERISA, the Code or other applicable Law that would, individually or in the aggregate, reasonably be expected to result in material liability to Covalto and its Subsidiaries, taken as a whole, (ii) there do not exist any pending or, to Covalto’s knowledge, threatened Actions (other than routine claims for benefits), audits or investigations with respect to any Company Group Benefit Plan that would, individually or in the aggregate, reasonably be expected to result in material liability to Covalto and its Subsidiaries, taken as a whole, (iii) there have been no “prohibited transactions” within the meaning of Section 4975 of the Code or Sections 406 or 407 of ERISA that are not otherwise exempt under Section 408 of ERISA that, in each case, either individually or in the aggregate, would reasonably be expected to result in material liability to Covalto and any of its Subsidiaries, taken as a whole, and (iv) no breaches of fiduciary duty (as determined under ERISA) with respect to any Company Group Benefit Plan have occurred that, in each case, either individually or in the aggregate, would reasonably be expected to result in material liability to Covalto and its Subsidiaries, taken as a whole.

(f)No Company Group Benefit Plan provides, nor has Covalto or any of its Subsidiaries incurred, any current or projected liability in respect of post-employment or post-retirement or post-termination health, medical, dental, disability, hospitalization, life or similar benefits (whether insured or self-insured) for any current, former or retired Company Group Service Provider of Covalto or any of its Subsidiaries, except (i) as required to avoid an excise tax under Section 4980B of the Code (“COBRA”) or similar applicable Law, or (ii) pursuant to an applicable agreement, plan or policy listed on ‎Section 4.13(a) of the Company Disclosure Schedule (including a template) requiring Covalto or any of its Subsidiaries to pay or subsidize COBRA premiums for a terminated employee following the employee’s termination. Neither Covalto nor any of its Subsidiaries has incurred (whether or not assessed) any material Tax or other material penalty with respect to the reporting requirements under Sections 6055 and 6056 of the Code, as applicable, or under Section 4980B, 4980D or 4980H of the Code.

(g)Neither Covalto nor any of its Subsidiaries sponsors, maintains, administers, contributes to, is required to contribute to, or has in the past six years sponsored, maintained, administered or contributed to or was required to contribute to, or otherwise has or could reasonably be expected to have any direct or indirect or contingent liability or obligation under or with respect to: (i) a multiemployer plan (as defined in Section 3(37) of ERISA or Section 4001(a)(3) of the Code) (a “Multiemployer Plan”), (ii) a “defined benefit plan” (as defined in Section 3(35) of ERISA) or any plan that is or was subject to Section 302 or Title IV of ERISA or Section 412 or Section 4971 of the Code, (iii) a “multiple employer plan” (within the meaning of Section 210 of ERISA or 413(c) of the Code), (iv) a “multiple employer welfare arrangement” (as defined in Section 3(40) of ERISA) or (v) any other Company Group Benefit Plan that is subject to

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Title IV of ERISA. For purposes of this Agreement, “ERISA Affiliate” means, with respect to Covalto, any Person or entity (whether or not incorporated) other than Covalto or a Subsidiary of Covalto that, together with Covalto, is under common control or treated as one employer under Section 4001(b)(1) of ERISA or Section 414(b), (c), (m), or (o) of the Code.

(h)Except as set forth on ‎Section 4.13(h) of the Company Disclosure Schedule, neither the execution and delivery of this Agreement by Covalto nor the consummation of the Transactions will (whether alone or in connection with any other event(s)) (i) result in the acceleration, funding, vesting or creation of any compensation- or benefits-related rights of any current or former Company Group Service Provider of Covalto or its Subsidiaries to any compensatory payments or benefits or increases in any compensatory payments or benefits (including any loan forgiveness) under any Company Group Benefit Plan (or under any arrangement that would be a Company Group Benefit Plan if in effect as of the date of this Agreement), (ii) result in the payment to any current or former Company Group Service Provider of Covalto or its Subsidiaries of any severance, bonus, retention, retirement or similar payments, or any increase in severance, bonus, retention, retirement or similar payments or benefits upon any termination of employment or service, (iii) result in any “excess parachute payment” within the meaning of Section 280G of the Code (or corresponding provision of state law) to any Company Group Service Provider of Covalto or its Subsidiaries who is a “disqualified individual” within the meaning of Section 280G of the Code or (iv) limit or restrict the right of Covalto or any of its Subsidiaries or, after the Closing, New Covalto, to merge, amend or terminate any Company Group Benefit Plan.

(i)Neither Covalto nor any of its respective Subsidiaries maintains any obligations to gross-up or reimburse any individual for any Tax or related interest or penalties incurred by such individual, including under Sections 409A or 4999 of the Code or otherwise.

(j)Except as would not, individually or in the aggregate, reasonably be expected to result in material liability to Covalto and its Subsidiaries, taken as a whole, each Company Group Benefit Plan that is a “nonqualified deferred compensation plan” within the meaning of Section 409A(d)(1) of the Code has been maintained, operated and administered in all material respects in documentary and operational compliance with Section 409A of the Code, and all applicable regulations, other guidance issued, and notices issued thereunder.

(k)Without limiting the generality of (a) through ‎(j) above, with respect to each Company Group Benefit Plan that is an International Plan, except as would not, individually or in the aggregate, reasonably be expected to result in material liability to Covalto and its Subsidiaries, taken as a whole: (i) has been maintained in compliance with its terms and applicable Law and all employer and employee contributions to each International Plan required by Law or by the terms of such International Plan have been timely made in all material respects, or, if applicable, accrued in accordance with normal accounting practices; (ii) to the extent required to be registered has been registered and has been maintained in good standing in all material respects with applicable regulatory

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authorities; (iii) if intended to qualify for special tax treatment, meets all the requirements for such treatment, and (iv) is not a defined benefit plan (as defined in ERISA, whether or not subject to ERISA) and does not have any unfunded or underfunded liabilities.

(l)Covalto and each applicable Subsidiary has been and is in material compliance with any and all applicable Laws related to with social security, workers’ housing fund, profit sharing and retirement and has not received any notice or communication from any Governmental Authority in connection with any material breach of any such Laws.

Section 4.14.Labor Matters. (a) Neither Covalto nor any of its Subsidiaries is or has been a party to, or is currently negotiating in connection with entering into, any Collective Bargaining Agreement and no employees are represented by any labor union, other labor organization or works council with respect to their employment with Covalto or any of its Subsidiaries. There are, and since January 1, 2019 there have been no pending or, to the knowledge of Covalto, threatened (i) labor organizing activities or representation or certification proceedings by any labor union, works council or other labor organization to organize any of the Company Group Employees, and (ii) material labor disputes, labor grievances, labor arbitrations, unfair labor practice charges, strikes, lockouts, slowdowns, or work stoppages against Covalto or any of its Subsidiaries.

(b)Except as set forth on ‎Section 4.14(b) of the Company Disclosure Schedule, or as would not, individually or in the aggregate, reasonably be expected to result in material liability to Covalto and its Subsidiaries, taken as a whole, Covalto and each of its Subsidiaries is, and since January 1, 2019 has been, in compliance in all material respects with all applicable Laws regarding labor, employment and employment practices, including, without limitation, all Laws respecting terms and conditions of employment, health and safety, employee classification (including the classification of independent contractors and exempt and non-exempt employees), discrimination, harassment or retaliation, whistleblowing, wages and hours, overtime, worker authorization and immigration (including the completion of Forms I-9 for all U.S. employees and the proper confirmation of employee visas), disability rights or benefits, equal opportunity, plant closures and layoffs (including the WARN Act), COVID-19, affirmative action, workers’ compensation, labor relations, employee leave issues and employee trainings and notices.

(c)Except as would not, individually or in the aggregate, reasonably be expected to result in material liability to Covalto and its Subsidiaries, taken as a whole: (i) Covalto and its Subsidiaries have fully and timely paid all wages, salaries, wage premiums, commissions, bonuses, severance and termination payments, fees, and other compensation that have come due and payable to such current or former Company Group Service Provider under applicable Law, Contract or company policy, and (ii) each individual or entity who is providing, or since January 1, 2019, has provided, services to Covalto or its Subsidiaries and is, or was, classified and treated as an independent contractor, consultant, leased employee, or other non-employee service provider (A) is, and has been, properly classified and treated as such for all applicable purposes and (B)

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where applicable, is registered with any applicable Governmental Authority and payments made thereto may be deductible for tax purposes.

(d)To the knowledge of Covalto, no Key Employee is in any material respect in violation of any material term of any employment agreement, nondisclosure agreement, noncompetition agreement, nonsolicitation agreement, restrictive covenant agreement or similar obligation: (i) owed to Covalto or any of its Subsidiaries; or (ii) owed to any third party with respect to such person’s right to be employed or engaged by Covalto or any of its Subsidiaries.

(e)To Covalto’s knowledge, there have been no employment discrimination or employment or sexual harassment or sexual misconduct allegations raised, brought, threatened, or settled relating to any current or former officer or director of Covalto or any of its Subsidiaries involving or relating to his or her services provided to Covalto or any of its Subsidiaries. Except as would not result in material liability to Covalto and its Subsidiaries, taken as a whole, the policies and practices of the Company comply with applicable federal, state, and local laws concerning employment discrimination and employment harassment. Since January 1, 2019, Covalto has not entered into any settlement agreements resolving, in whole or in part, allegations of sexual harassment or sexual misconduct by any current or former officer or director.

(f)No material employee layoff, facility closure or shutdown (whether voluntary or by Governmental Order), reduction-in-force, furlough, temporary layoff, material work schedule change or reduction in hours, salary or wages, or other workforce changes affecting Company Group Employees of Covalto or any of its Subsidiaries has occurred since March 31, 2022 or is currently contemplated, planned or announced, including as a result of COVID-19 or any COVID-19 Measures.

(g)Since January 1, 2019, neither Covalto nor any of its Subsidiaries has implemented any plant closing or employee layoffs that would trigger notice obligations under the WARN Act. Neither Covalto nor any of its Subsidiaries has taken any action that would reasonably be expected to cause LIVB or any of its Affiliates to have any liability or other obligation following the Closing Date under the WARN Act.

(h)As of the date hereof, Covalto has not received notice that any Key Employee intends to terminate his or her employment with the Company Group as a result of the Transactions or otherwise prior to the one year anniversary of the Closing.

(i)As of the date of this Agreement, all compensation, including wages, commissions and bonuses, due and payable to all employees of Covalto or any of its Subsidiaries for services performed on or prior to the date of this Agreement has, in all material respects, been paid in full (or accrued in full in Covalto’s financial statements).

Section 4.15.Taxes.

(a)Subject to the CTB Election, Covalto is, and has since its date of formation been, treated as a partnership for U.S. federal income tax purposes.

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(b)The U.S. federal income tax classification of Covalto’s Subsidiaries since their respective dates of formation is set forth in ‎Section 4.15 of the Company Disclosure Schedule.

(c)All income and other material Tax Returns required to be filed by Covalto or its Subsidiaries have been timely filed (taking into account applicable extensions), and all such Tax Returns are true, correct and complete in all material respects.

(d)Covalto and each of its Subsidiaries have paid all material amounts of Taxes (whether or not shown on any Tax Return) that are due and payable by Covalto or each such Subsidiary, as applicable, except with respect to matters contested in good faith by appropriate Actions and with respect to which adequate reserves have been established in accordance with IFRS.

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

(f)All material amounts of Taxes required to be withheld or collected by Covalto or any of its Subsidiaries have been withheld and, to the extent required, have been paid over to the appropriate Governmental Authority.

(g)Neither Covalto nor any of its Subsidiaries has received from any Governmental Authority any written notice of any threatened, proposed, or assessed deficiency for Taxes with respect to it, 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 Covalto or any of its Subsidiaries, and neither Covalto nor any of its Subsidiaries has received written notice from any Governmental Authority that any such audit or proceeding, including but not limited to notices received by any Subsidiaries in Mexico regarding presumed shell company status (contribuyentes con operaciones presuntamente inexistentes as set forth in article 69-B of the Mexican Federal Tax Code (Código Fiscal de la Federación), is contemplated or pending. Neither Covalto nor any of its Subsidiaries is aware of any supplier or contractor with whom they have entered into any Material Contracts, having been included in any list published by any Government Authorities which would result in the payments made under said Material Contract being considered non-deductible for Tax purposes.

(h)No material written claim has been made by any Governmental Authority in a jurisdiction where Covalto or any of its Subsidiaries does not pay a particular type of Tax or file a particular type of Tax Return that it is or may be required to file such type of Tax Return or pay such type of Tax in such jurisdiction.

(i)Neither Covalto 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 Covalto nor any of its Subsidiaries has extended the statute of limitations for assessment, collection or other imposition of any material Tax (other than pursuant to an extension of

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time to file a Tax Return obtained in the ordinary course of business), which extension is currently in effect.

(j)Neither Covalto 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 (1) any customary commercial Contracts entered into in the ordinary course of business which do not primarily relate to Taxes or (2) any such agreement solely among Covalto and its Subsidiaries.

(k)Neither Covalto 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.

(l)Neither Covalto 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 a member of the Company Group and which consists only of members of the Company Group). Neither Covalto nor any of its Subsidiaries has liability for the Taxes of any other Person (other than other members of the Company Group) under Treasury Regulations Section 1.1502-6 (or any similar provision of state, local or non-U.S. Law), as transferor or successor, by Contract or otherwise (other than in each case pursuant to any customary commercial Contract entered into in the ordinary course of business which does not principally relate to Taxes).

(m)Neither Covalto nor any of its Subsidiaries will be required to include any material amount in taxable income, exclude any material item of deduction or loss from taxable income, or make any adjustment under Section 481 of the Code (or any similar provision of state, local or non-U.S. Law) for any taxable period (or portion thereof) ending after the Closing Date as a result of any (i) installment sale, intercompany transaction described in the Treasury Regulations under Section 1502 of the Code (or any similar provision of state, local or non-U.S. Law) or open transaction disposition, in each case, made by Covalto or its Subsidiaries prior to the Closing, (ii) prepaid amount received or deferred revenue realized or received by Covalto or its Subsidiaries prior to the Closing, (iii) change in method of accounting of Covalto or its Subsidiaries for a taxable period (or portion thereof) ending on or prior to the Closing Date made or required to be made prior to the Closing, or (iv) “closing agreement” described in Section 7121 of the Code (or any similar provision of state, local or non-U.S. Law) executed by Covalto or any of its Subsidiaries prior to the Closing.

(n)Neither Covalto nor any of its Subsidiaries is treated as an “expatriated entity” as defined in Section 7874(a)(2)(A) of the Code, as a “surrogate foreign corporation” as defined in Section 7874(a)(2)(B) of the Code or otherwise as a domestic corporation as a result of the application of Section 7874(b) of the Code.

(o)Neither Covalto 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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(p)Covalto and each of its Subsidiaries have complied in all material respects with the conditions stipulated in each Tax Grant that they have utilized.

(q)Neither Covalto nor any of its Subsidiaries has (i) deferred any Taxes under Section 2302 of the Coronavirus Aid, Relief and Economic Security Act (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.

(r)As of the date hereof, Merger Sub is, and immediately prior to the LIVB Effective Time will be, (i) treated as a corporation for U.S. federal income tax purposes and (ii) a direct wholly owned Subsidiary of Covalto.

(s)To the knowledge of Covalto, there are no facts, circumstances or plans that, either alone or in combination, could reasonably be expected to prevent the Merger and the CTB Election from qualifying for the Intended U.S. Tax Treatment.

Section 4.16.Insurance. ‎Section 4.16 of the Company Disclosure Schedule contains a list of all material policies or programs of self-insurance of property, fire and casualty, product liability, workers’ compensation and other forms of insurance held by, or for the benefit of, Covalto 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 thereof, have been made available to LIVB. With respect to each such insurance policy required to be listed on ‎Section 4.16 of the Company Disclosure Schedule, except as has not had or would not reasonably be expected to be, individually or in the aggregate, material to Covalto and its Subsidiaries, taken as a whole, (a) all premiums due have been paid (other than retroactive or retrospective premium adjustments and adjustments in the respect of self-funded general liability and automobile liability fronting programs, self-funded health programs and self-funded general liability and automobile liability front programs, self-funded health programs and self-funded workers’ compensation programs that are not yet, but may be, required to be paid with respect to any period end prior to the Closing Date), (b) the policy is legal, valid, binding and enforceable in accordance with its terms and, except for policies that have expired under their terms in the ordinary course, is in full force and effect, (c) neither Covalto 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, to Covalto’s knowledge, no event has occurred which, with notice or the lapse of time or both, would constitute such a breach or default, or permit termination or modification, under the policy, and to the knowledge of Covalto, no such action has been threatened, and (d) no written notice of cancellation, non-renewal, disallowance or reduction in coverage or claim or termination has been received other than in connection with ordinary renewals.

Section 4.17.Permits. Except for such failures to hold all Permits or be in compliance as would not reasonably be expected to be, individually or in the aggregate, material to Covalto and its Subsidiaries taken as a whole, each member of the Company Group, (a) holds all Permits, including, for the avoidance of doubt, any required banking licenses, and (b) is in compliance with the terms of all Permits necessary for the

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ownership and operation of its business. No event has occurred with respect to any of the Permits which permits, or after the giving of notice or lapse of time or both would permit, revocation, cancellation or termination thereof, or would result in any other material impairment of the rights of the holder of any such Permit, except where the revocation, cancellation, termination or material impairment would not reasonably be expected to be, individually or in the aggregate, material to a member of the Company Group. Except as would not reasonably be expected to be, individually or in the aggregate, material to Covalto and its Subsidiaries taken as a whole, there is no pending or, to the knowledge of Covalto, threatened (orally or in writing) legal proceeding with any Governmental Authority having jurisdiction or authority over the operations of Covalto or any of its Subsidiaries that would reasonably be expected to impair the validity of any Permit, or result in the revocation, cancellation, termination or material impairment of any Permit. ‎Section 4.17 of the Company Disclosure Schedule contains a complete list of all material Permits held by the Company Group.

Section 4.18.Equipment and Other Tangible Property. Covalto or one of its Subsidiaries owns and has good title to all material equipment and other tangible property and assets reflected on the books of Covalto and its Subsidiaries as owned by Covalto or one of its Subsidiaries, free and clear of all Liens other than Permitted Liens, except as would not be material, individually or in the aggregate, to Covalto and its Subsidiaries, taken as a whole.

Section 4.19.Real Property. (a) ‎Section 4.19(a) of the Company Disclosure Schedule contains a true, correct and complete list, as of the date of this Agreement, of all Leased Real Property including the address of each Leased Real Property. Covalto has made available to LIVB true, correct and complete copies of the material Contracts pursuant to which Covalto or any of its Subsidiaries use or occupy (or have been granted an option to use or occupy) the Leased Real Property or is otherwise a party with respect to the Leased Real Property (the “Leases”). Covalto or one of its Subsidiaries has a valid and subsisting leasehold estate in all Leased Real Property, and to the knowledge of Covalto, there are no material disputes with respect to any material Lease, in each case, subject only to Permitted Liens. With respect to each Lease and except as would be, individually or in the aggregate, material to Covalto or its Subsidiaries, taken as a whole, (i) such Lease is valid, binding and enforceable and in full force and effect against Covalto or one of its Subsidiaries and, to Covalto’s knowledge, the other party thereto, subject to the Enforceability Exceptions, and each such Lease is in full force and effect, (ii) each Lease has not been amended or modified except as reflected in the modifications, amendments, supplements, waivers and side letters made available to LIVB, (iii) neither Covalto nor any of its Subsidiaries has received or given any written notice of default or breach under any of the Leases and to the knowledge of Covalto, neither Covalto nor any of its Subsidiaries has received oral notice of any default or breach that has not been cured, and (iv) to the knowledge of Covalto, there does not exist under any Lease any event or condition which, with notice or lapse of time or both, would become a default or breach by Covalto or one of its Subsidiaries or, in each case, to Covalto’s knowledge, the other party thereto, except to the extent such breach of default would not be expected to be, individually or in the aggregate, material to Covalto and its Subsidiaries, taken as a whole.

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(b)To Covalto’s knowledge, neither Covalto nor any of its Subsidiaries is in material default or material violation of, or not in material compliance with, any legal requirements applicable to its occupancy of the Leased Real Property.

(c)No member of the Company Group owns any freehold estate in any real property which is used in the business of the Company Group.

Section 4.20.Intellectual Property and IT Security. (a) ‎Section 4.20 of the Company Disclosure Schedule sets forth a true, complete and correct list of all registrations or applications for the following that are included in the Owned Intellectual Property: (i) trademarks, (ii) patents, (iii) copyrights, and (iv) internet domain names, specifying as to each item, as applicable, the name of the applicant/registrant and current owner(s) of record, the jurisdiction of the application or registration, the application or registration number and the date of application or registration (“Registered Intellectual Property”). None of the material Registered Intellectual Property has been adjudged invalid or unenforceable in whole or in part, and, to the knowledge of Covalto, each item of material Registered Intellectual Property is subsisting, and, to the knowledge of Covalto, valid and enforceable. A member of the Company Group has paid all registration, maintenance and renewal fees and, to the knowledge of Covalto, has made all filings required to maintain their respective ownership of, and the validity and enforceability of, the Registered Intellectual Property.

(b)A member of the Company Group (A) solely and exclusively owns, free and clear of all Liens (other than Permitted Liens), all right, title and interest in and to the Owned Intellectual Property and (B) has the valid right to use all Intellectual Property licensed to, used, held for use in or otherwise necessary for, the conduct of the respective businesses of the Company Group, as presently conducted.

(c)Neither the execution of this Agreement nor the consummation of the Transactions will: (i) encumber, impair or extinguish any Owned Intellectual Property or (ii) encumber any of the Intellectual Property licensed or owned by LIVB or any of its Affiliates, (iii) result in the loss or impairment of the Company Group’s right to own or use any of its Intellectual Property, or (iv) result in the payment of any additional consideration for the Company Group’s right to own or use any of its Intellectual Property except in each case as would not reasonably be expected to be, individually or in the aggregate, material to Covalto and its Subsidiaries, taken as a whole.

(d)There is not, and since January 1, 2019 there has not been, any Action pending, threatened or received in writing, by the Company Group with respect to Intellectual Property. No Action is pending or, to the knowledge of Covalto, threatened against any member of the Company Group (i) alleging any infringement, misappropriation or violation of any Person’s Intellectual Property by any member of the Company Group or (ii) based upon, or challenging or seeking to deny or restrict, the rights of any member of the Company Group in any of the Owned Intellectual Property or Licensed Intellectual Property. The Company Group does not infringe, misappropriate or otherwise violate, and has not since January 1, 2019, infringed, misappropriated or otherwise violated, any Intellectual Property of any third party, except as would not be

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reasonably expected to be material to the Company Group. To the knowledge of Covalto, no Person is currently infringing, misappropriating, diluting or otherwise violating, or has since January 1, 2019, infringed, misappropriated, diluted or otherwise violated, any of the Owned Intellectual Property or Licensed Intellectual Property, except as would not be reasonably expected to be material to the Company Group.

(e)The Company Group has taken commercially reasonable steps under the circumstances to maintain, preserve, and protect all material Owned Intellectual Property, including to maintain, enforce and protect the confidentiality of all Trade Secrets included in the Owned Intellectual Property. All Intellectual Property developed for or on behalf of the Company Group by any current and former employee, consultant and independent contractor is solely and exclusively owned by a member of the Company Group via a written binding assignment agreement. All Persons to which a member of the Company Group has disclosed any Trade Secrets included in the Owned Intellectual Property is and has been under a legally-binding duty of confidentiality to such member of the Company Group or is and has been bound to reasonable confidentiality obligations and use restrictions in a written, binding agreement.

(f)Except as would not be material to the Company Group taken as a whole, the Company Group solely and exclusively owns the source code and object code for all Software constituting their Owned Intellectual Property (“Owned Software”). Except as would not be material to the Company Group taken as a whole, the Company Group has not incorporated any “open source”, “copyleft” or analogous license (including any license approved by the Open Source Initiative and listed at http://www.opensource.org/licenses) (“Open Source Code”) into Owned Software, distributed Open Source Code in conjunction with Owned Software or used Open Source Code, in each case in a manner that (i) imposes a requirement that such proprietary software (A) be disclosed or distributed in source code form, (B) be freely licensed for the purpose of making modifications or derivative works, (C) be licensed under terms that allow reverse engineering, reverse assembly or disassembly of any kind or (D) be redistributable at no charge or (ii) grants or would require the grant of a royalty-free license to any Person of such proprietary software or (y) agreement with any Person under which the Company Group has deposited, or could be required to deposit, into escrow the source code of such software and no such source code has been released to any Person, or is entitled to be released to any Person, by any escrow agent. The consummation of the transactions contemplated by this Agreement will not trigger the release of any source code of any Owned Software.

(g)(i) The Company Group’s IT Systems operate, perform and run in all material respects as required in connection with operation of the businesses of the Company Group as presently conducted and (ii) (A) there has been no breach or unauthorized access, use, interruption, modification or corruption of any IT Systems (or any information or transactions stored or contained therein or transmitted thereby) and (B) the IT Systems have not malfunctioned or failed, in each case ‎(A) or ‎(B), in a manner that has had a material impact on the business of the Company Group. The Company Group has taken commercially reasonable steps and implemented and has in place commercially reasonable safeguards and security protocol technologies to (x) protect the

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confidentiality, integrity and security of the IT Systems (and all information and transactions stored or contained therein or transmitted thereby) against any unauthorized access, use, alteration, interruption, modification, corruption, disclosure or distribution of Personal Information and (y) to prevent the introduction to the IT Systems of, and to ensure that the IT Systems are free from, material bugs, disabling codes or instructions, spyware, Trojan horses, worms, bomb, backdoor, clock, timer and viruses. The Company Group has implemented and maintains commercially reasonable backup, disaster recovery, encryption and business continuity plans, technology, procedures and facilities, acted in compliance therewith, and has taken commercially reasonable steps to test such plans and procedures on a periodic basis. There has been no security breach or unauthorized access to the IT Systems or any unauthorized access, use, disclosure, modification, corruption, or encryption of any data or information, or any Personal Information, stored therein, except as would not be material to the Company Group taken as a whole.

Section 4.21.Data Privacy and Security.

(a)The Company Group is, and at all times since January 1, 2019 has been, in compliance with all Data Security Requirements in all material respects. The Company Group has in place, maintains and enforces commercially reasonable policies, procedures, and rules regarding data privacy, protection, and security to protect the security, integrity and privacy of the Company Group’s Personal Information as required by all Data Security Requirements. There is no pending or, to the knowledge of Covalto, threatened Action against the Company Group by any Person in relation to any actual or alleged violation of such Person’s privacy, personal or confidentiality rights or a violation of any Data Security Requirements. Since January 1, 2019, the Company Group has not experienced any material incident in which Personal Information or Trade Secret was stolen or improperly accessed, used, processed, transferred, disclosed, destroyed, lost, or otherwise compromised or breached, and the Company Group has not received any material written complaints from any Person with respect thereto.

(b)(i) Since January 1, 2019, the Company Group is not, and has not been, subject to a Governmental Order of, nor has received a notice from and (ii) the Company Group has not been required to notify, any Person or Governmental Authority regarding actual or alleged non-compliance with or violation of any Data Security Requirement.

Section 4.22.Environmental Matters. Except, in each case, as would not be material to Covalto and its Subsidiaries, taken as a whole:

(a)Covalto and its Subsidiaries are, and since January 1, 2019 have been, in compliance in all material respects with all Environmental Laws, which includes and has included holding and complying in all material respects with all Permits required under Environmental Laws.

(b)There are no Actions or notices of violation pending against or, to the knowledge of Covalto, threatened in writing against Covalto or any of its Subsidiaries alleging, and Covalto and its Subsidiaries have not received any written notice, report or

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other information regarding, any material violations of or material liability under any Environmental Law or any material violations or material liability concerning any Hazardous Materials, nor is there any basis for any such claims or notices.

Section 4.23.Absence of Changes. (a) From and after the date of the most recent Audited Financial Statement, no Company Material Adverse Effect shall have occurred.

(b)Except as set forth in ‎Section 4.23(b) of the Company Disclosure Schedule, from and after the date of the most recent Audited Financial Statement, Covalto 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 6.1 if such action had been taken (or failed to be taken) after the date of this Agreement.

Section 4.24.Brokers’ Fees. Other than as set forth on ‎Section 4.24 of the Company Disclosure Schedule, no broker, finder, financial advisor, investment banker or other Person is entitled to any brokerage fee, finders’ fee or other similar fee, commission or other similar payment in connection with the Transactions based upon arrangements made by Covalto, any of its Subsidiaries or any of their respective Affiliates.

Section 4.25.Related Party Transactions. Except for the Contracts set forth on ‎Section 4.25 of the Company Disclosure Schedule, there are no Contracts between Covalto or any of its Subsidiaries, on the one hand, and any Affiliate (other than Covalto’s wholly-owned Subsidiaries), officer, director or holder of Equity Securities of Covalto or any of its Subsidiaries or, to Covalto’s knowledge, any Affiliate or family member of any of the foregoing, on the other hand, except in each case, for (a) employment agreements, fringe benefits and other compensation paid to directors, officers and employees consistent with previously established policies, (b) reimbursements of expenses incurred in connection with their employment or service (excluding from clause ‎(a) and this clause ‎(b) any loans made by Covalto or its Subsidiaries to any officer, director, employee, member or stockholder and all related arrangements, including any pledge arrangements), and (c) amounts paid pursuant to Company Group Benefit Plans listed on ‎Section 4.13(a) of the Company Disclosure Schedule.

Section 4.26.Proxy Statement / Prospectus; Information Provided. None of the information relating to Covalto or its Subsidiaries supplied or to be supplied by Covalto, or by any other Person acting on behalf of Covalto, in writing specifically for inclusion in the Proxy Statement / Prospectus will, as of the date the Proxy Statement / Prospectus (or any amendment or supplement thereto) is first mailed to LIVB’s shareholder and as of the date of the Special Meeting, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that Covalto does not make any representations or warranties as to the information contained in or omitted from the Proxy Statement / Prospectus (a) that is modified in any material respect by LIVB or any of its Affiliates or Representatives without Covalto’s prior

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written approval which is misleading by virtue of such modification or (b) in reliance upon and in conformity with information furnished in writing by or on behalf of LIVB or any of its Affiliates specifically for inclusion in the Proxy Statement / Prospectus which is misleading by virtue of such reliance and conformity. All financial projections with respect to a Company Group that were delivered by or on behalf of Covalto or its Representatives were prepared in good faith using assumptions that Covalto believes to be reasonable. The Proxy Statement / Prospectus, insofar as it relates to information supplied by or on behalf of Covalto related to Covalto or its Subsidiaries for inclusion therein, will comply as to form in all material respects with the provisions of the Securities Act, the Exchange Act and the rules and regulations thereunder.

Section 4.27.International Trade; Anti-Corruption; Certain Business Practices. (a) Neither Covalto nor any of its Subsidiaries, nor, to the knowledge of Covalto, any of their respective officers, directors, or employees, or any agents or other third-party representatives acting on behalf of Covalto or any of its Subsidiaries, is currently, or has been: (i) a Sanctioned Person; (ii) organized, ordinarily resident or located in a Sanctioned Country; (iii) knowingly engaging in any dealings or transactions with any Sanctioned Person or in any Sanctioned Country in violation of Sanctions Laws; or (iv) otherwise in material violation of applicable Sanctions Laws, or U.S. anti-boycott Laws (collectively, “Trade Controls”). Covalto 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 are in compliance with, and have operated at all times in material compliance with, the USA Patriot Act of 2001, as amended through the date of this Agreement, to the extent applicable to Covalto and its Subsidiaries and all other applicable anti-money laundering laws and regulations applicable to Covalto and its Subsidiaries.

(b)Neither Covalto nor any of its Subsidiaries, nor, to the knowledge of Covalto, any of their respective officers, directors or employees, nor any agents or other third-party representatives acting on behalf of Covalto or any of its Subsidiaries, has made any unlawful payment or given, offered, promised, or authorized or agreed to give any money or anything of value directly, or, to the knowledge of Covalto, indirectly, to or from any “foreign official” (as such term is defined in the U.S. Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”)), any Government Official or other Person in material violation of any applicable Anti-Corruption Laws or for the purpose of (i) influencing any official act or decision of such Government Official, party or candidate, (ii) inducing such Government Official, party or candidate to use his, her or its influence to affect any act or decision of a foreign Governmental Authority, or (iii) securing any improper advantage, in the case of ‎(i), ‎(ii) and ‎(iii) above in order to assist Covalto, any of its Subsidiaries or any of its Affiliates in obtaining or retaining business for or with, or directing business to, any person. Neither Covalto nor, to the knowledge of Covalto, any of its directors, officers, employees or agents have made or authorized any bribe, kickback or other unlawful payment of funds or received or retained any funds, in each case in violation of any applicable Law, rule or regulation.

(c)In the past five years, neither Covalto nor any of its Subsidiaries has received from any Governmental Authority any notice, inquiry, or internal or external

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allegation, or made any voluntary or involuntary disclosure to a Governmental Authority, concerning any actual or potential violation related to Trade Controls or Anti-Corruption Laws (including but not limited to the FCPA). Covalto and each of its Subsidiaries have maintained and enforced policies, procedures and internal controls (including, but not limited to, accounting systems, purchasing systems and billing systems) reasonably designed to ensure compliance with applicable Anti-Corruption Laws (including but not limited to the FCPA) and Trade Controls.

(d)Covalto 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 Covalto and its Subsidiaries, and (ii) internal accounting controls sufficient to provide reasonable assurances that all transactions and access to assets of the Covalto and its Subsidiaries were, have been and are executed only in accordance with management’s general or specific authorization.

(e)‎Except as set forth in ‎Section 4.27(e) of the Company Disclosure Schedule, to the Knowledge of Covalto, neither Covalto’s nor any of its Subsidiaries’ respective officers, directors, employees, agents, representatives or other persons acting on their behalf is, or was during the past five (5) years, a Government Official.

ARTICLE 5

Representations and Warranties of LIVB

Except as set forth in the corresponding section of the LIVB Disclosure Schedule to this Agreement dated as of the date of this Agreement (each of which qualifies (a) the correspondingly numbered representation, warranty or covenant if specified therein and (b) such other representations, warranties or covenants where its relevance as an exception to (or disclosure for purposes of) such other representation, warranty or covenant is reasonably apparent on its face) or in the SEC Reports filed or furnished by LIVB prior to the date hereof (excluding any disclosures in such SEC Reports under the headings “Risk Factors,” “Forward-Looking Statements” or “Qualitative Disclosures About Market Risk” and other disclosures that are predictive, cautionary or forward looking in nature), LIVB represents and warrants to Covalto as follows, in each case as of the date hereof and as of the Closing Date:

Section 5.1.Corporate Organization. LIVB is duly incorporated and is validly existing as an exempted company in good standing under the Laws of the Cayman Islands and has the requisite power and authority to own, lease or operate its properties, rights and assets and to conduct its business as it is now being conducted, except (other than with respect to LIVB’s due incorporation and valid existence) as has not had, and would not, individually or in the aggregate, reasonably be expected to have, a LIVB Material Adverse Effect. The copies of the organizational documents of LIVB previously delivered by LIVB to Covalto are true, correct and complete and are in effect as of the date of this Agreement. LIVB is, and at all times has been, in compliance in all material respects with all terms and provisions of the memorandum and articles of association (as amended from time to time) of LIVB. LIVB is duly licensed or qualified and in good standing as a foreign corporation or foreign limited liability company, as

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applicable, in all jurisdictions, other than the Cayman Islands, in which its ownership of property or the character of its activities is such as to require it to be in good standing or so licensed or qualified, except where failure to be in good standing or so licensed or qualified would not, individually or in the aggregate, reasonably be expected to have, individually or in the aggregate, a LIVB Material Adverse Effect. LIVB has no Subsidiaries.

Section 5.2.Due Authorization. (a) LIVB has all requisite power and authority to execute and deliver this Agreement and each Transaction Agreement to which it is a party and, upon receipt of the LIVB Shareholder Approval, to perform all obligations to be performed by it hereunder and thereunder and to consummate the Transactions and the transactions contemplated thereby. The execution, delivery and performance of this Agreement and such Transaction Agreements and the consummation of the Transactions and the transactions contemplated thereby have been duly and validly authorized and approved by the board of directors or equivalent governing body of LIVB and, except for the LIVB Shareholder Approval, no other corporate or equivalent proceeding on the part of LIVB is necessary to authorize this Agreement or such Transaction Agreements or LIVB’s performance hereunder or thereunder. This Agreement has been, and each such Transaction Agreement to which LIVB will be party will be, duly and validly executed and delivered by LIVB and, assuming due authorization and execution by each other party hereto and thereto, this Agreement constitutes, and each such Transaction Agreement to which LIVB will be party, will constitute a legal, valid and binding obligation of LIVB, enforceable against LIVB in accordance with its terms, subject to the Enforceability Exceptions.

(b)At a meeting duly called and held, the LIVB Board has: (i) determined that this Agreement and the transactions are fair to and in the best interests of LIVB’s shareholders, (ii) approved the Transactions, including the Business Combination, (iii) resolved to recommend to LIVB’s shareholders’ approval of each of the LIVB Shareholder Matters, and (iv) determined that the fair market value of Covalto is equal to at least 80% of the amount held in the Trust Account (excluding any deferred underwriting commissions and taxes payable on interest earned on the Trust Account) as of the date hereof.

(c)Assuming that a quorum (as determined pursuant to the LIVB Organizational Documents) is present (i) the Business Combination Proposal shall require approval, as an ordinary resolution, by an affirmative vote of the holders of at least a majority of the LIVB Ordinary Shares who are present in person or by proxy and, being entitled to do so, vote thereupon (as determined pursuant to the LIVB Organizational Documents) at a shareholders’ meeting duly called by the LIVB Board and held for such purpose and (ii) the Merger shall require approval, as a special resolution, by an affirmative vote of the holders of at least two-thirds of the LIVB Ordinary Shares who are present in person or by proxy and, being entitled to do so, vote thereupon (as determined pursuant to the LIVB Organizational Documents) at a shareholders’ meeting duly called by the LIVB Board and held for such purpose.

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(d)The foregoing votes are the only votes of any of LIVB’s shares necessary in connection with entry into this Agreement by LIVB and the consummation of the Transactions.

Section 5.3.No Conflict. The execution, delivery and performance of this Agreement and any Transaction Agreement to which LIVB is a party by LIVB and, upon receipt of the LIVB Shareholder Approval, the consummation of the Transactions and the transactions contemplated thereby or by any Transaction Agreement do not and will not (a) contravene or conflict with any provision of, or result in the breach of the LIVB Organizational Documents, (b) conflict with or result in any violation of any provision of any Law, Permit or Governmental Order binding on or applicable to LIVB or any of its properties or assets, (c) violate, conflict with, result in a breach of any term, condition or provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the termination or acceleration of, or a right of termination, cancellation, modification, acceleration or amendment under, accelerate the performance required by, or result in the acceleration or trigger of any payment, posting of collateral (or right to require the posting of collateral), time of payment, vesting or increase in the amount of any compensation or benefit payable pursuant to, any of the terms, conditions or provisions of any Contract to which LIVB is a party or by which any of its assets or properties may be bound or affected, any Permit of LIVB or (d) result in the creation or imposition of any Lien upon any of the properties, assets or Equity Securities of LIVB, except in the case of each of clauses ‎(b) through ‎(d) as has not had, and would not reasonably be expected to be, material to LIVB, taken as a whole.

Section 5.4.Litigation and Proceedings. There are no pending or, to the knowledge of LIVB, threatened, Actions or investigations against LIVB, or otherwise affecting LIVB or its assets, which, if determined adversely, could, individually or in the aggregate, be material to LIVB. There is no unsatisfied judgment or any open injunction binding upon LIVB which would, individually or in the aggregate, reasonably be expected to be material to LIVB. The business of LIVB has been conducted in all material respects in accordance with all applicable Laws. LIVB has not received any written notice of any violation of Law.

Section 5.5.Compliance with Laws.

(a)LIVB and each of LIVB’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 reasonably be expected to be material to LIVB, taken as a whole. Since LIVB’s date of formation, (i) LIVB 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 LIVB, no claims have been filed against LIVB with any Governmental Authority alleging any material failure by LIVB to comply with any Law to which it is subject, and (iii) LIVB 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 LIVB, nor any of LIVB’s respective officers, directors or employees, nor, to the knowledge of LIVB, any of LIVB’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)To the knowledge of LIVB, none of LIVB’s respective beneficial owners, officers, directors or employees is or was a Government Official or a close family member of a Government Official.

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

(e)LIVB 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 “LIVB Permits”), except where the failure to have such LIVB Permits would be material to LIVB, taken as a whole. As of the date hereof, (i) each LIVB Permit is in full force and effect in accordance with its terms, (ii) no outstanding notice of revocation, cancellation or termination of any LIVB Permit has been received by LIVB, (iii) there are no Actions pending or, to the knowledge of LIVB, threatened, that seek the revocation, suspension, withdrawal, adverse modification, cancellation or termination of any LIVB Permit, (iv) LIVB is, and has been since its formation, in compliance with all material LIVB Permits applicable to LIVB and no condition exists that with notice or lapse of time or both would constitute a default under such LIVB Permits, in each case, except as would not be material to LIVB, taken as a whole. The consummation of the transactions contemplated by this Agreement will not cause the revocation, modification or cancellation of any LIVB Permit, except for any such revocation, modification or cancellation that would not reasonably be expected to be, individually or in the aggregate, material to LIVB, taken as a whole. ‎Section 5.5(e) of the LIVB Disclosure Schedule contains a complete list of all material LIVB Permits.

Section 5.6.Contracts. Other than this Agreement, the other Transaction Agreements and any Contracts that are exhibits to the SEC Reports, there are no Contracts to which LIVB is a party or by which LIVB’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 LIVB on less than sixty (60) calendar days’ prior notice

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without payment of a material penalty or termination fee or (c) prohibits, prevents, restricts or impairs in any material respect any business practice of LIVB as its business is currently conducted, any acquisition of material property by LIVB, or restricts in any material respect the ability of LIVB from engaging in business as currently conducted by it or from competing with any other Person (each such contract, a “LIVB Material Contract”). All LIVB Material Contracts have been made available to the Company.

Section 5.7.Governmental Authorities; Consents. No action by consent, approval, permit or authorization of, or designation, declaration or filing with, any Governmental Authority or Person or notice, approval, consent, waiver or authorization from any Governmental Authority or Person is required on the part of LIVB with respect to the execution or delivery and performance of this Agreement by LIVB or any Transaction Agreement to which LIVB is a party, as applicable, or the consummation of the Transactions or the transactions contemplated thereby, except for (a) the filing of the (i) LIVB Plan of Merger and (ii) the Closing LIVB Articles of Association, (b) the filing with the SEC of (i) the Proxy Statement / Prospectus (and the expiration of the waiting period in Rule 14a-6(a) under the Exchange Act or, if the preliminary Proxy Statement / Prospectus is reviewed by the SEC, receipt of oral or written notification of the completion of the review by the SEC) and (ii) such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement, the Transaction Agreements or the Transactions or the transactions contemplated thereby, (c) such filings with and approval of NASDAQ to permit the Covalto Ordinary Shares to be issued in connection with the transactions contemplated by this Agreement and the other Transaction Agreements to be listed on NASDAQ, (d) the regulatory approvals set forth on ‎Section 9.1(a) of the Company Disclosure Schedule, (e) the LIVB Shareholder Approval, or (f) any actions, consents, approvals, permits or authorizations, designations, declarations or filings, the absence of which would not reasonably be expected to be, individually or in the aggregate, material to LIVB.

Section 5.8.Trust Account. As of July 31, 2022, there is at least $117,047,179.29 held in a trust account (the “Trust Account”), maintained by Continental Stock Transfer & Trust Company, a New York corporation, acting as trustee (the “Trustee”), pursuant to the Investment Management Trust Agreement, dated as of February 7, 2022, by and between LIVB and the Trustee on file with the SEC Reports of LIVB as of the date of this Agreement (the “Trust Agreement”). Prior to the Closing, none of the funds held in the Trust Account may be released except in accordance with the Trust Agreement, LIVB Organizational Documents and LIVB’s final prospectus, dated as of February 7, 2022 (File No. 333-261950) (the “IPO Prospectus”). Amounts in the Trust Account are invested in United States Government securities or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended. LIVB has performed all material obligations required to be performed by it to date under, and is not in material default, breach or delinquent in performance or any other respect (claimed or actual) in connection with, the Trust Agreement, and no event has occurred which, with due notice or lapse of time or both, would constitute such a default or breach thereunder. The Trust Agreement is in full force and effect and is a legal, valid and binding obligation of LIVB and, to the knowledge of LIVB, the Trustee, enforceable in accordance with its terms,

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subject to the Enforceability Exceptions. The Trust Agreement has not been terminated, repudiated, rescinded, amended or supplemented or modified, in any respect, and to the knowledge of LIVB, no such termination, repudiation, rescission, amendment, supplement or modification is contemplated. There are no separate Contracts, side letters or other arrangements (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the SEC Reports filed or furnished by LIVB to be inaccurate or that would entitle any Person (other than shareholders of LIVB holding LIVB Ordinary Shares sold in the IPO who shall have elected to redeem their LIVB Ordinary Shares pursuant to the LIVB Organizational Documents and the underwriters of the IPO with respect to deferred underwriting commissions) to any portion of the proceeds in the Trust Account. As of the date hereof, assuming the accuracy of the representations and warranties of Covalto contained herein and the compliance by Covalto with their obligations hereunder, LIVB has no reason to believe that any of the conditions to the use of funds in the Trust Account will not be satisfied or funds available in the Trust Account will not be available to LIVB on the Closing Date. There are no Actions pending with respect to the Trust Account. Since February 7, 2022, LIVB has not released any money from the Trust Account (other than as permitted by the Trust Agreement). As of the Effective Time, the obligations of LIVB to dissolve or liquidate pursuant to the LIVB Organizational Documents shall terminate, and, as of the Effective Time, LIVB shall have no obligation whatsoever pursuant to the LIVB Organizational Documents to dissolve and liquidate the assets of LIVB by reason of the consummation of the Transactions. Following the Effective Time, no shareholder of LIVB shall be entitled to receive any amount from the Trust Account except to the extent such shareholder shall have elected to tender its shares of LIVB Class A Ordinary Shares for redemption pursuant to the LIVB Shareholder Redemption.

Section 5.9.Brokers’ Fees. Other than as set forth on ‎Section 5.9 of the LIVB Disclosure Schedule, no broker, finder, investment banker or other Person is entitled to any brokerage fee, finders’ fee, underwriting fee, deferred underwriting fee, commission or other similar payment in connection with the Transactions based upon arrangements made by LIVB or any of its Affiliates, including Sponsor.

Section 5.10.SEC Reports; Financial Statements; Sarbanes-Oxley Act; Undisclosed Liabilities. (a) LIVB has filed or furnished in a timely manner all required registration statements, reports, schedules, forms, statements and other documents required to be filed or furnished by it with the SEC prior to the date of this Agreement (collectively, as they have been amended since the time of their filing and including all exhibits thereto, the “SEC Reports”), and, as of the Closing, will have filed or furnished all other statements, reports, schedules, forms, statements and other documents required to be filed or furnished with the SEC subsequent to the date of this Agreement (collectively, as they may be amended since the time of their filing and including all exhibits thereto, but excluding the Proxy Statement / Prospectus, the “Additional SEC Reports”). None of the SEC Reports, as of their respective dates (or if amended or superseded by a filing prior to the Closing Date, then on the date of such filing) and none of the Additional SEC Reports as of their respective dates (or if amended or superseded by a filing prior to the Closing Date, then on the date of such filing), contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein

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or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. As of their respective dates (or if amended or superseded by a filing prior to the Closing Date, then on the date of such filing), the audited financial statements and unaudited interim financial statements (including, in each case, the notes and schedules thereto) included in the SEC Reports complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-Q of the SEC) and fairly present (subject, in the case of the unaudited interim financial statements included therein, to normal year-end adjustments and the absence of complete footnotes) in all material respects the financial position of LIVB as of the respective dates thereof and the results of their operations and cash flows for the respective periods then ended. LIVB has no material off-balance sheet arrangements that are not disclosed in the SEC Reports.

(b)LIVB has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act). Such disclosure controls and procedures are designed to ensure that material information relating to LIVB is made known to LIVB’s principal executive officer and its principal financial officer. To the knowledge of LIVB, such disclosure controls and procedures are effective in timely alerting LIVB’s principal executive officer and principal financial officer to material information required to be included in LIVB’s financial statements included in LIVB’s periodic reports required under the Exchange Act.

(c)LIVB has established and maintains systems of internal accounting controls that are designed to provide reasonable assurance that (i) all transactions are executed in accordance with management’s authorization and (ii) all transactions are recorded as necessary to permit preparation of proper and accurate financial statements in accordance with GAAP and to maintain accountability for LIVB’s assets. LIVB maintains books and records in the ordinary course of business that are accurate and complete and reflect the revenues, expenses, assets and liabilities of LIVB in all material respects.

(d)There is no (i) “significant deficiency” in the internal controls over financial reporting of LIVB, (ii) “material weakness” in the internal controls over financial reporting of LIVB, or (iii) fraud, whether or not material, that involves management or other employees of LIVB who have a significant role in the internal controls over financial reporting of LIVB.

(e)To the knowledge of LIVB, as of the date hereof, there are no outstanding SEC comments from the SEC with respect to the SEC Reports. To the knowledge of LIVB, none of the SEC Reports filed on or prior to the date hereof is subject to ongoing SEC review or investigation as of the date hereof.

(f)LIVB 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

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offering, and the sourcing, evaluation and negotiations of potential business combinations and the execution, delivery and performance of this Agreement and the other Transaction Agreements.

(g)There is no material liability, debt or obligation of LIVB, except for liabilities, debts and obligations (i) reflected or reserved for on LIVB’s balance sheet for the fiscal year ended March 31, 2021 as reported on Form 10-Q or disclosed in the notes thereto, (ii) that have arisen since December 31, 2021 in the ordinary course of the operation of business of LIVB consistent with past practice or (iii) incurred in connection with the transactions contemplated by this Agreement.

Section 5.11.Business Activities.

(a)Since its incorporation, LIVB has not conducted any business activities other than activities directed toward the accomplishment of a Business Combination or incidental thereto. Except as set forth in the LIVB Organizational Documents, there is no agreement, commitment, or Governmental Order binding upon LIVB or to which LIVB is a party which has or would reasonably be expected to have the effect of prohibiting or impairing any business practice of LIVB or any acquisition of property by LIVB or the conduct of business by LIVB as currently conducted or as contemplated to be conducted as of the Closing other than such effects, individually or in the aggregate, which would not reasonably be expected to have a LIVB Material Adverse Effect.

(b)LIVB does not own or have a right to acquire, directly or indirectly, any interest or investment (whether equity or debt) in any corporation, partnership, joint venture, business, trust or other entity. Except for this Agreement and the Transactions, LIVB has no interests, rights, obligations or liabilities with respect to, or is party to, bound by or has its assets or property subject to, in each case whether directly or indirectly, any Contract or transaction which is, or could reasonably be interpreted as constituting, a Business Combination.

(c)Except for this Agreement and the agreements expressly contemplated hereby, LIVB is not, and at no time has been, party to any Contract with any Person that would require payments by LIVB in excess of $100,000 in the aggregate with respect to any individual Contract or more than $500,000 in the aggregate when taken together with all other Contracts.

(d)As of the date hereof, there is no liability, debt or obligation against LIVB, whether accrued, contingent, absolute, determined, determinable or otherwise, except for liabilities, debts or obligations (i) reflected or reserved for on LIVB’s consolidated balance sheet as of December 31, 2021 or disclosed in the notes thereto, (ii) that have arisen since the date of LIVB’s consolidated balance sheet as of December 31, 2021 in the ordinary course of the operation of business of LIVB, (iii) arising under this Agreement or the performance by LIVB of its obligations hereunder, including the transaction expenses or (iv) that would not reasonably be expected to have, individually or in the aggregate, a LIVB Material Adverse Effect.

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Section 5.12.Taxes.

(a)LIVB is and has been since its date of formation treated as a corporation for U.S. federal income tax purposes.

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

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

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

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

(f)LIVB has not received from any Governmental Authority any written notice of any threatened, proposed, or assessed deficiency for Taxes with respect to LIVB, 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 LIVB, and LIVB has not received written notice from any Governmental Authority that any such audit or proceeding is contemplated or pending.

(g)No material written claim has been made by any Governmental Authority in a jurisdiction where LIVB does not pay a particular type of Tax or file a particular type of Tax Return that it is or may be required to file such type of Tax Return or pay such type of Tax in such jurisdiction.

(h)LIVB 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. LIVB has not extended the statute of limitations for assessment, collection or other imposition of any material Tax (other than pursuant to an extension of time to file a Tax Return obtained in the ordinary course of business) which extension is currently in effect.

(i)LIVB 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.

(j)LIVB 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.

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

(l)LIVB will not be required to include any material amount in taxable income, exclude any material item of deduction or loss from taxable income, or make any adjustment under Section 481 of the Code (or any similar provision of state, local or non-U.S. Law) for any taxable period (or portion thereof) ending after the Closing Date as a result of any (i) installment sale, intercompany transaction described in the Treasury Regulations under Section 1502 of the Code (or any similar provision of state, local or non-U.S. Law) or open transaction disposition, in each case, made by LIVB prior to the Closing, (ii) prepaid amount received or deferred revenue realized or received by LIVB prior to the Closing, (iii) change in method of accounting of LIVB for a taxable period (or portion thereof) ending on or prior to the Closing Date made or required to be made prior to the Closing, or (iv) “closing agreement” described in Section 7121 of the Code (or any similar provision of state, local or non-U.S. Law) executed by LIVB prior to the Closing.

(m)LIVB is not treated as an “expatriated entity” as defined in Section 7874(a)(2)(A) of the Code, as a “surrogate foreign corporation” as defined in Section 7874(a)(2)(B) of the Code or otherwise as a domestic corporation as a result of the application of Section 7874(b) of the Code.

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

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

(p)LIVB 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.

(q)To the knowledge of LIVB, there are no facts, circumstances or plans that, either alone or in combination, could reasonably be expected to prevent the Merger and the CTB Election from qualifying for the Intended U.S. Tax Treatment.

Section 5.13.Capitalization. (a) As of the date of this Agreement, the authorized share capital of LIVB is $55,500 divided into 500,000,000 LIVB Class A Ordinary Shares, 50,000,000 LIVB Class B Ordinary Shares and 5,000,000 preference shares of a par value of $0.0001 each, of which 11,610,000 LIVB Class A Ordinary Shares and 933,417 LIVB Class B Ordinary Shares are issued and outstanding as of the date of this Agreement. All of the issued and outstanding LIVB Ordinary Shares (1) have been duly authorized and validly issued and are fully paid and non-assessable, (2) were issued

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in compliance in all material respects with applicable Law, and (3) were not issued in breach or violation of any preemptive rights or Contract. As of the date hereof, LIVB has issued 10,794,167 LIVB Warrants that entitle the holder thereof to purchase LIVB Ordinary Shares at an exercise price of $11.50 per share on the terms and conditions set forth in the applicable warrant agreement.

(b)Except for this Agreement and the LIVB Warrants, or as set forth in ‎Section 5.13(a), as of the date hereof, there are no Equity Securities of LIVB authorized, reserved, issued or outstanding. Except as disclosed in the SEC Reports or the LIVB Organizational Documents, there are no outstanding contractual obligations of LIVB to repurchase, redeem or otherwise acquire any securities or equity interests of LIVB. There are no outstanding bonds, debentures, notes or other Indebtedness of LIVB having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter for which LIVB’s shareholders may vote. Except as disclosed in the SEC Reports and the Sponsor Voting Agreement, LIVB is not a party to any shareholders agreement, voting agreement or registration rights agreement relating to LIVB Ordinary Shares or any other equity interests of LIVB.

(c)LIVB does not own any capital stock or any other equity interests in any other Person or have any right, option, warrant, conversion right, stock appreciation right, redemption right, repurchase right, agreement, arrangement or commitment of any character under which a Person is or may become obligated to issue or sell, or give any right to subscribe for or acquire, or in any way dispose of, any shares of the capital stock or other equity interests, or any securities or obligations exercisable or exchangeable for or convertible into any shares of the capital stock or other equity interests, of such Person.

Section 5.14.NASDAQ Stock Market Listing. The issued and outstanding units of LIVB, each such unit comprised of one LIVB Ordinary Share and three-fourth of one LIVB Warrant, are registered pursuant to Section 12(b) of the Exchange Act and are listed for trading on NASDAQ under the symbol “LIVBU”. The issued and outstanding LIVB Ordinary Shares are registered pursuant to Section 12(b) of the Exchange Act and are listed for trading on NASDAQ under the symbol “LIVB”. The issued and outstanding LIVB Warrants are registered pursuant to Section 12(b) of the Exchange Act and are listed for trading on NASDAQ under the symbol “LIVBW”. As of the date of this Agreement, LIVB is in compliance in all material respects with the applicable NASDAQ corporate governance requirements for continued listing of the LIVB Class A Ordinary Shares and LIVB Warrants. There is no Action pending or, to the knowledge of LIVB, threatened against LIVB by NASDAQ or the SEC with respect to any intention by such entity to deregister the LIVB Class A Ordinary Shares or LIVB Warrants on NASDAQ. None of LIVB or its Affiliates has taken any action in an attempt to terminate the registration of the LIVB Class A Ordinary Shares or LIVB Warrants under the Exchange Act except as contemplated by this Agreement. LIVB has not received any notice from NASDAQ or the SEC regarding the revocation of such listing or otherwise regarding the delisting of the LIVB Class A Ordinary Shares or LIVB Warrants from NASDAQ or deregistering of the LIVB Class A Ordinary Shares or LIVB Warrants with the SEC.

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Section 5.15.Anchor Investment.

(a)LIVB has delivered to the Company true, correct and complete copies of the Mandatorily Convertible Note executed by the Anchor Investor, pursuant to which the Anchor Investor has committed to provide financing to the Company in the aggregate amount equal to the Anchor Investment Amount no later than thirty (30) days following the date hereof. To the knowledge of LIVB, with respect to each Anchor Investor, the Mandatorily Convertible Notes are in full force and effect and have not been withdrawn or terminated, or otherwise amended or modified, and no withdrawal, termination, amendment or modification is contemplated by LIVB or, to the knowledge of LIVB, the Anchor Investors. Each Mandatorily Convertible Note to which any Anchor Investor is a party is a legal, valid and binding obligation of each Anchor Investor party thereto and neither the execution or delivery by each Anchor Investor party thereto, nor the performance of each Anchor Investor’s obligations under each such Mandatorily Convertible Note, violates any Laws. There are no other agreements, side letters, or arrangements between LIVB and any Anchor Investor relating to any Mandatorily Convertible Note or the purchase by such Anchor Investor of securities of LIVB or the Company that could affect the obligation of the Anchor Investors to contribute to the Company the applicable portion of the Anchor Investment Amount set forth in the Mandatorily Convertible Note, and, as of the date hereof, LIVB does not know of any facts or circumstances that may reasonably be expected to result in any of the conditions set forth in any Mandatorily Convertible Note to which any Anchor Investor is a party not being satisfied, or the Anchor Investment Amount not being available to Covalto, on the funding date thereof. No event has occurred that, with or without notice, lapse of time or both, would constitute a default or breach on the part of any Anchor Investor under any material term or condition of any Mandatorily Convertible Note to which any Anchor Investor is a party and, as of the date hereof, LIVB has no reason to believe that any Anchor Investor will be unable to satisfy in all material respects on a timely basis any term or condition of funding to be satisfied by any Anchor Investor them contained in any such Mandatorily Convertible Note. The Mandatorily Convertible Notes contain all of the conditions precedent (other than the conditions contained in the other agreements related to the Transactions) to the obligations of the Anchor Investors to contribute to Covalto the applicable portion of the Anchor Investment Amount set forth in the Mandatorily Convertible Notes to which they are a party, on the terms therein. No fees or discounts are payable or have been agreed by LIVB (including, from and after the Closing, the Surviving Entities and their respective Subsidiaries) to the Anchor Investor in respect of the Anchor Investment Amount, except as set forth in the Mandatorily Convertible Notes or this Agreement.

Section 5.16.Related Party Transactions. Except as described in the SEC Reports, there are no transactions, Contracts, arrangements or understandings between LIVB, on the one hand, and any director, officer, employee, shareholder, equityholder, warrant holder or Affiliate of LIVB, on the other hand.

Section 5.17.Proxy Statement / Prospectus. None of the information relating to LIVB supplied or to be supplied by LIVB, or by any other Person acting on behalf of LIVB, in writing specifically for inclusion in the Proxy Statement / Prospectus will, as of the date the Proxy Statement / Prospectus (or any amendment or supplement thereto) is first mailed to LIVB’s shareholders and as of the date of the Special Meeting, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not

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misleading; provided, however, that LIVB makes no representations or warranties as to the information contained in or omitted from the Proxy Statement / Prospectus (a) that is modified in any material respect by Covalto or any of its Subsidiaries or Representatives without LIVB’s prior written approval which is misleading by virtue of such modification or (b) in reliance upon and in conformity with information furnished in writing by or on behalf of Covalto or any of its Subsidiaries specifically for inclusion in the Proxy Statement / Prospectus which is misleading by virtue of such reliance and conformity.

Section 5.18.Absence of Changes. From and after February 7, 2022, no LIVB Material Adverse Effect shall have occurred and be continuing.

Section 5.19.Indebtedness. LIVB has no Indebtedness for borrowed money.

Section 5.20.Sponsor Voting Agreement. LIVB has delivered to Covalto a true, correct and complete copy of the Sponsor Voting Agreement. The Sponsor Voting Agreement 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 LIVB or, to the knowledge of LIVB, Sponsor. The Sponsor Voting Agreement is a legal, valid and binding obligation of LIVB and, to the knowledge of LIVB, each other party thereto and neither the execution or delivery any party thereto, nor the performance of any party’s obligations under, the Sponsor Voting Agreement violates any provision of, or results in the breach of or default under, or require any filing, registration or qualification under, any applicable Law. No event has occurred that, with or without notice, lapse of time or both, would constitute a default or breach on the part of LIVB under any material term or condition of the Sponsor Voting Agreement.

Section 5.21.Investment Company Act. LIVB is not an “investment company” within the meaning of the Investment Company Act of 1940, as amended.

Section 5.22.Independent Investigation. LIVB 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 Covalto and its Subsidiaries, and LIVB 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 Covalto and its Subsidiaries for such purpose. LIVB 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 Covalto set forth in Article ‎4) including the related portions of the Company Disclosure Schedule) or of Covalto or its equityholders set forth in the other Transaction Documents; and (b) none of Covalto, its Affiliates nor their respective representatives have made any express or implied representation or warranty as to the Covalto and its Subsidiaries, or this Agreement, except as expressly set forth in‎‎ Article ‎4 (including the related portions of the Company Disclosure Schedule) or in the other Transaction Agreements. Notwithstanding the foregoing, nothing in this ‎‎Section 5.22 shall limit LIVB’s remedies in the event of fraud.

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ARTICLE 6

Covenants of the Company

Section 6.1.Conduct of Business. From the date of this Agreement until the earlier of the Closing and the termination of this Agreement in accordance with its terms (the “Interim Period”), the Company shall, and shall cause its Subsidiaries to, except as expressly required by the Transaction Agreements, as set forth on ‎Section 6.1 of the Company Disclosure Schedule, as consented to in writing by LIVB (which consent shall not be unreasonably conditioned, withheld or delayed), or as required by applicable Law (including COVID-19 Measures), use its commercially reasonable efforts to (i) conduct and operate its business in the ordinary course of business in all material respects, or otherwise as not prohibited by this ‎Section 6.1, and (ii) maintain the existing relations and goodwill of the Company and its Subsidiaries with customers, suppliers, joint venture partners, distributors and creditors of the Company and its Subsidiaries in all material respects. Without limiting the generality of the foregoing, except as required by this Agreement, as set forth on ‎Section 6.1 of the Company Disclosure Schedule, as consented to by LIVB in writing (which such consent shall not be unreasonably conditioned, withheld or delayed, it being understood that a failure to respond within three (3) Business Days shall constitute consent), or as required by applicable Law (including COVID-19 Measures) or this Agreement, the Company shall not, and shall cause its Subsidiaries not to, during the Interim Period:

(b)change or amend its certificate of formation, limited liability company agreement, certificate of incorporation, bylaws or other organizational documents other than (i) as will not materially and adversely affect LIVB and its shareholders, (ii) as contemplated by this Agreement and the other Transaction Agreements or (iii) as expressly necessary to implement the transactions permitted by this ‎Section 6.1;

(c)make, declare, set aside, establish a record date for or pay any dividend or distribution, other than any dividends or distributions from any wholly-owned Subsidiary of the Company either to the Company or any other wholly-owned Subsidiaries of the Company;

(d)except for entries, modifications, amendments, waivers, terminations or non-renewals in the ordinary course of business, enter into, materially and adversely modify, materially and adversely amend, waive any material right under or terminate any Contract of a type required to be listed on ‎Section 4.12(a) of the Company Disclosure Schedule (including, for clarity, any Contract that, if existing on the date hereof, would have been required to be listed on ‎Section 4.12(a) of the Company Disclosure Schedule), or any Lease to which the Company or its Subsidiaries is a party or by which it is bound; in each case except for (i) (A) each Contract of Covalto of a type set forth in ‎Section 4.12(a)(ii) that has a principal amount of $10,000,000 or less, in the aggregate, so long as LIVB receives prior notification from and consultation with Covalto, or (B) amendments, waivers, terminations or non-renewals of Contracts permitted to be incurred by ‎Section 6.1(q) below, or (ii) each Contract of Covalto of a type set forth in Sections ‎4.12(a)(xiii) and ‎4.12(a)(xiv) of the Company Disclosure Schedule;

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(e)(i) issue, deliver, sell, transfer, pledge or dispose of, or place any Lien (other than, in the case of Subsidiaries, a Permitted Lien) on, any Equity Securities of the Company or any of its Subsidiaries (other than Equity Securities issued upon exercise of options permitted by clause ‎(ii)) or (ii) issue or grant any options (other than options issued pursuant to a Company Group Benefit Plan in effect as of the date hereof), warrants or other rights to purchase or obtain any Equity Securities of the Company or its Subsidiaries (in each case other than (A) Equity Securities issued upon exercise of Existing Covalto Options or Existing Covalto Warrants outstanding as of the date of this Agreement, and (B) any Mandatorily Convertible Notes or Equity Securities issued upon exercise of Mandatorily Convertible Notes and (C) any convertible notes which is on substantially similar terms as the Mandatorily Convertible Notes issued to finance the Company’s ongoing capital needs; provided that (1) the Company gives written notice to LIVB prior to the issuance of such convertible note and (2) the face amount of such convertible notes is $20,000,000 or less, in the aggregate;

(f)sell, assign, transfer, convey, lease, license, sublicense, abandon, allow to lapse or expire, subject to or grant any Lien (other than Permitted Liens) on, or otherwise dispose of, any material assets, rights or properties (including material Owned Intellectual Property) of the Company Group, other than (i) non-exclusive licenses of Owned Intellectual Property granted in the ordinary course consistent with past practices in connection with sales of assets for fair value or financing required to finance the Company’s ongoing capital needs, (ii) the sale or provision of goods or services to customers in the ordinary course of business, or the sale, permission to lapse, abandonment, or other disposition of tangible assets or equipment deemed by the Company in its reasonable business judgment to be obsolete or not worth the costs of maintaining or registering the item, (iii) in connection with the sale or factoring of loans in the ordinary course of business, consistent with past practices, (iv) transactions among the Company and its wholly-owned Subsidiaries or among its wholly-owned Subsidiaries, or (v) the sale of any non-performing loans in the ordinary course of business;

(g)(i) cancel or compromise any claim or Indebtedness owed to the Company or any of its Subsidiaries (other than in the ordinary course of business or in accordance with the Company’s credit and collection policies), or, (ii) settle any pending or threatened Action, (A) if such settlement would require payment by the Company in an amount greater than $2,000,000, (B) to the extent such settlement includes an agreement to accept or concede injunctive relief restricting the Company in a manner materially adverse to the Company, (C) to the extent such settlement involves a Governmental Authority or alleged criminal wrongdoing (other than immaterial criminal claims relating to economic crimes (querellas sobre delitos patrimoniales) related to client loans in the ordinary course), or (D) to the extent such settlement relates to Transaction Litigation, or (iii) agree to modify in any respect materially adverse to the Company and its Subsidiaries any confidentiality or similar Contract to which the Company or any of its Subsidiaries is a party;

(h)except as otherwise required by applicable Law or the terms of any existing Company Group Benefit Plan and as in effect on the date hereof or otherwise in the

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ordinary course of business or contemplated by the Transaction Agreements, increase the compensation or benefits of either Covalto Co-Founder;

(i)waive or release any material noncompetition, nonsolicitation, nondisclosure, noninterference, nondisparagement, or other restrictive covenant obligation of either Covalto Co-Founder;

(j)except for the transactions contemplated by the letters of intent set forth on ‎‎Section 4.12(a)(iii) of the Company Disclosure Schedule, which shall require notice to LIVB by Covalto prior to the execution of definitive documents with respect to such transactions, directly or indirectly acquire by merging or consolidating with, or by purchasing a substantial portion of the assets of, or by purchasing all of or a substantial equity interest in, or by any other manner, any business or any corporation, partnership, limited liability company, joint venture, association or other entity or Person or division thereof, in each case, other than in the ordinary course of business;

(k)make any material loans or advance any material money or other property to any Person, except for (i) loans made in the ordinary course of business or otherwise approved by Covalto’s ordinary course credit underwriting process, (ii) advances in the ordinary course of business to employees, officers, managers or independent contractors of the Company or any of its Subsidiaries for expenses not to exceed $250,000 in the aggregate, (iii) prepayments and deposits paid to suppliers of the Company or any of its Subsidiaries in the ordinary course of business, (iv) trade credit extended to customers of the Company or any of its Subsidiaries in the ordinary course of business, and (v) loans or advances among the Company and its wholly-owned Subsidiaries or among the wholly-owned Subsidiaries;

(l)redeem, purchase, repurchase or otherwise acquire, or offer to redeem, purchase, repurchase or acquire, any Equity Securities of the Company or any of its Subsidiaries, except for (i) the acquisition by the Company or any of its Subsidiaries of any Equity Securities of the Company or its Subsidiaries in connection with the forfeiture or cancellation of such interests and (ii) transactions between the Company and a wholly-owned Subsidiary of the Company or between wholly-owned Subsidiaries of the Company;

(m)adjust, split, combine, subdivide, recapitalize, reclassify or otherwise effect any change in respect of any Equity Securities of the Company or any of its Subsidiaries, except for any such transaction by a wholly-owned Subsidiary of the Company that remains a wholly-owned Subsidiary of the Company after consummation of such transaction, and except as contemplated by this Agreement, or as otherwise permitted by this Agreement, including in connection with the issuance of Equity Securities as permitted hereunder;

(n)make any material change in accounting principles or methods of accounting, other than as may be required by IFRS or otherwise recommended in connection with the Company’s audit in accordance with the standards of the PCAOB;

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(o)adopt or enter into a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of the Company or any of its Subsidiaries (other than the Transactions);

(p)other than the CTB election as provided by ‎Section 3.1(g), make, change or revoke any material Tax election, adopt, change or revoke any material accounting method with respect to Taxes, amend any material Tax Return, settle or compromise any material Action related to Taxes, enter into any closing agreement with respect to any Taxes, surrender any right to claim a refund of a material amount of Taxes, consent to any extension or waiver of the limitations period applicable to any material Tax claim or assessment (other than pursuant to an extension of time to file a Tax Return obtained in the ordinary course of business), or enter into any Tax allocation, Tax sharing, Tax indemnification or similar agreement or arrangement (other than any customary commercial agreement entered into in the ordinary course of business and not primarily relating to Taxes);

(q)take, or fail to take, any action if such action, or failure to take such action, would reasonably be expected to prevent, impair or impede the Intended U.S. Tax Treatment;

(r)(i) incur, create or assume any Indebtedness with a principal amount above $1,000,000, in the aggregate, (ii) materially modify the terms of any Indebtedness instrument with a principal amount of more than $10,000,000, or (iii) assume, guarantee or endorse, or otherwise become responsible for, the obligations of any Person for Indebtedness, in each case, other than any (A) Indebtedness in replacement of existing Indebtedness for borrowed money; provided that LIVB receives prior notification from and consultation with the Company regarding such Indebtedness, (B) Indebtedness the proceeds of which are used solely with respect to operational aspects of the Company and its Subsidiaries or as required to fund the acquisition of assets, (C) Indebtedness incurred between the Company and any of its wholly-owned Subsidiaries or between any of such wholly-owned Subsidiaries, (D) guarantees of Indebtedness of a wholly-owned Subsidiary of the Company otherwise incurred in compliance with this ‎Section 6.1(q), or (E) Indebtedness issued solely for the purpose of financing loan portfolios with recourse solely to such loan portfolios and LIVB receives prior notification from the Company and the Company consults with LIVB with respect to such Indebtedness;

(s)voluntarily fail to maintain in full force and effect material insurance policies covering the Company and its Subsidiaries and their respective properties, assets and businesses in a form and amount consistent with past practices in a manner materially detrimental to the Company and its Subsidiaries;

(t)enter into any Contract or amend in any material respect any existing Contract with any Covalto Pre-Closing Holders, any Person that, to the knowledge of the Company, is an Affiliate of any Covalto Pre-Closing Holders, or an Affiliate of the Company or its Subsidiaries (excluding any ordinary course payments of annual compensation, provision of benefits or reimbursement of expenses in respect of members or stockholders who are officers, managers or directors of the Company or its

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Subsidiaries in their capacity as an officer, manager or director) to the extent materially detrimental to LIVB and its shareholders;

(u)make any commitments for capital expenditures or incur any liabilities by the Company or any of its Subsidiaries in respect of capital expenditures that exceed $250,000 in the aggregate;

(v)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 Subsidaries;

(w)enter into any Contract, or otherwise become obligated, to do any action prohibited under ‎Section 6.1(b) through ‎(v).

Section 6.2.Inspection. Subject to confidentiality obligations and similar restrictions that may be applicable to information furnished to the Company or any of its Subsidiaries by third parties that may be in the Company or any of its Subsidiaries’ possession from time to time, and except for any information which (a) relates to interactions with prospective buyers of the Company or the negotiation of this Agreement or the Transactions, (b) is prohibited from being disclosed by applicable Law, fiduciary duty or agreement entered into prior to the date hereof or (c) in the opinion of legal counsel of the Company would result in the loss of attorney-client privilege or other privilege from disclosure, to the extent permitted by applicable Law (including COVID-19 Measures), the Company shall, and shall cause its Subsidiaries to, afford to LIVB and its Representatives reasonable access during the Interim Period, during normal business hours, and with reasonable advance written notice, in such manner as to not interfere with the normal operation of the Company and its Subsidiaries and so long as reasonable or permissible under applicable Law, to all of their properties, books, Contracts, commitments, Tax Returns, records and appropriate officers and employees of the Company and its Subsidiaries, in each case, as LIVB and its Representatives may reasonably request solely for purposes of consummating the Transactions. Any request pursuant to this ‎Section 6.2 shall be made in a time and manner so as not to delay the Closing. All information obtained by LIVB and its Representatives under this Agreement shall be subject to the Confidentiality Agreement prior to the Closing.

Section 6.3.No Claim Against the Trust Account. The Company, on behalf of itself and the Covalto Pre-Closing Holders and other Affiliates, represents and warrants that it has read the IPO Prospectus and other SEC Reports, the LIVB Organizational Documents, and the Trust Agreement and understands that LIVB established the Trust Account containing the proceeds of its initial public offering (the “IPO”) and the overallotment securities acquired by LIVB’s underwriters and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of LIVB’s public shareholders (the “Public Stockholders”), and that, except as otherwise described in the IPO Prospectus, LIVB may disburse monies from the Trust Account only: (a) to the Public Stockholders if they elect to redeem their LIVB Ordinary Shares in connection with the consummation of LIVB’s initial Business Combination or in connection with an extension of LIVB’s

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deadline to consummate a Business Combination; (b) to the Public Stockholders if LIVB fails to consummate a Business Combination within 24 months after the closing of the IPO, subject to extension by an amendment to the LIVB Organizational Documents; (c) with respect to any interest earned on the amounts held in the Trust Account, amounts necessary to pay for any franchise or income taxes, or (d) to LIVB after or concurrently with the consummation of a Business Combination. The Company, on behalf of itself and the Covalto Pre-Closing Holders and other Affiliates, acknowledges and agrees that, notwithstanding anything to the contrary in this Agreement, neither the Company, nor any of the Covalto Pre-Closing Holders or its Affiliates, do now or shall at any time hereafter have any right, title, interest or claim of any kind in or to any monies in the Trust Account or distributions therefrom, or make any claim against the Trust Account (including any distributions therefrom), regardless of whether such claim arises as a result of, in connection with or relating in any way to, this Agreement or any proposed or actual business relationship between LIVB or its Representatives, on the one hand, and the Company, the Covalto Pre-Closing Holders and their Representatives, on the other hand, or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (collectively, the “Released Claims”). The Company, on behalf of itself and the Covalto Pre-Closing Holders and its Affiliates, (i) hereby irrevocably waive any Released Claims that the Company, the Covalto Pre-Closing Holders and their respective Affiliates may have against the Trust Account (including any distributions therefrom) now or in the future as a result of, or arising out of, any negotiations, contracts or agreements with LIVB or its Representatives and will not seek recourse against the Trust Account (including any distributions therefrom) for any reason whatsoever to the extent arising out of the Released Claims (including for an alleged breach of this Agreement or any other agreement with LIVB or its Affiliates), (ii) agree and acknowledge that such irrevocable waiver is material to this Agreement and the Transactions and specifically relied upon by LIVB to induce LIVB to enter into this Agreement, and (iii) intend and understand such waiver to be valid, binding and enforceable against the Company, the Covalto Pre-Closing Holders and their respective Affiliates under applicable Law. To the extent the Company, the Covalto Pre-Closing Holders and their respective Affiliates commence any Action or proceeding based upon, in connection with, relating to or arising out of any matter relating to LIVB or its Representatives, which proceeding seeks, in whole or in part, monetary relief against LIVB or its Representatives, the Company, on behalf of itself and the Covalto Pre-Closing Holders and its Affiliates, hereby acknowledge and agree that the Company, the Covalto Pre-Closing Holders and their Affiliates’ sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit such Persons (or any Person claiming on any of their behalves or in lieu of any of them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein. This ‎Section 6.3 shall survive the termination of this Agreement for any reason.

Section 6.4.Proxy Statement / Prospectus. (a) Following the date of this Agreement, the Company shall use commercially reasonable efforts to deliver to LIVB, as promptly as possible, any financial statements as of and for the year ended December 31, 2021 and as of and for a year-to-date period ended as of the end of any other fiscal quarter (and as of and for the same period from the previous fiscal year) that is required

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to be included in the Proxy Statement / Prospectus. All such financial statements (A) will fairly present in all material respects the financial position of the Company and its Subsidiaries as at the date thereof, and the results of its operations, shareholders’ equity and cash flows for the respective periods then ended (subject, in the case of any interim financial statements, to normal year-end audit adjustments and the absence of footnotes), (B) will be prepared in conformity with IFRS applied on a consistent basis during the periods involved, (C) in the case of any audited financial statements, will be audited in accordance with the standards of the PCAOB and (D) will comply in all material respects with the applicable accounting requirements and with the applicable rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof (including Regulation S-X or Regulation S-K, as applicable) for purposes of inclusion in the Registration Statement. The Company shall be available to, and the Company and its Subsidiaries shall use its reasonable best efforts to make their officers and employees available to LIVB and its counsel in connection with (1) the drafting of the Proxy Statement / Prospectus and (2) responding in a timely manner to comments on the Proxy Statement / Prospectus from the SEC. Without limiting the generality of the foregoing, the Company shall reasonably cooperate with LIVB in connection with the preparation for inclusion in the Proxy Statement / Prospectus of pro forma financial statements that comply with the requirements of Regulation S-X under the rules and regulations of the SEC (as interpreted by the staff of the SEC).

(b)From and after the date on which the Proxy Statement / Prospectus is mailed to LIVB’s shareholders, the Company will give LIVB prompt written notice of any action taken or not taken by the Company or its Subsidiaries or of any development regarding the Company or its Subsidiaries, in any such case which is or becomes known by the Company, that would cause the Proxy Statement / Prospectus to contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements, in light of the circumstances under which they were made, not misleading; provided that if any such action shall be taken or fail to be taken or such development shall otherwise occur, LIVB and the Company shall cooperate fully to cause an amendment or supplement to be made promptly to the Proxy Statement / Prospectus, such that the Proxy Statement / Prospectus no longer contains an untrue statement of a material fact or omits to state to state a material fact necessary in order to make the statements, in light of the circumstances under which they were made, not misleading; provided, further, however, that no information received by LIVB pursuant to this ‎Section 6.4(b) shall operate as a waiver or otherwise affect any representation, warranty or agreement given or made by the Party who disclosed such information, and no such information shall be deemed to change, supplement or amend the Schedules.

Section 6.5.U.S. Tax Certificates. Covalto shall (i) provide to New Covalto a certification satisfying the requirements of Treasury Regulations Sections 1.897-2(h) and 1.1445-2(c)(3), on behalf of each of its Subsidiaries that is classified for U.S. federal income tax purposes as a “domestic corporation,” stating that such Subsidiary 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), and (ii) comply with the applicable

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provisions of Treasury Regulations Section 1.1446(f)-2(b) and Treasury Regulations Section 1.1446(f)-1(c)(3) regarding identification of relevant information on which a partnership may rely for purposes of Section 1446(f) in its books and records; provided, however, that if Covalto fails to deliver any such certificate or otherwise comply with such requirements, the Transactions shall nonetheless be able to close and New Covalto shall be entitled to withhold from any consideration paid pursuant to this Agreement the amount required to be withheld under Section 1445 or Section 1446 of the Code.

Section 6.6.Company Approvals. (a) Upon the terms set forth in this Agreement, prior to the Closing, Covalto shall deliver to LIVB the Required Covalto Shareholder Approval and an executed written resolution in its capacity as sole shareholder of Merger Sub approving the terms of this Agreement and the applicable Transactions.

(b)During the Interim Period, Covalto shall use commercially reasonable efforts to procure that additional Covalto investors join the Company Voting Agreement (it being understood that Covalto shall be under no obligation to offer any financial or other benefit to its investors in furtherance of such efforts).

Section 6.7.No LIVB Ordinary Shares Transactions. Covalto acknowledges and agrees that it is aware, and that its Representatives are aware or, upon receipt of any material nonpublic information, will be advised of the restrictions imposed by Securities Laws on a Person possessing material nonpublic information about a publicly traded company. The Company hereby agrees that, while it is in possession of such material nonpublic information, it shall not and it will cause its Subsidiaries and direct its directors, officers and its and their respective Affiliates not to purchase or sell any securities of LIVB (other than engaging in the Transactions), communicate such information to any third party, take any other action with respect to LIVB in violation of such Laws, or cause or encourage any third party to do any of the foregoing.

Section 6.8.NASDAQ Listing. From the date hereof through the LIVB Effective Time, Covalto shall use commercially reasonable efforts to ensure that New Covalto, upon the Effective Time, shall become listed, as a public company on NASDAQ, and shall prepare and submit to NASDAQ a listing application, if required under NASDAQ rules, covering the Covalto Class A Ordinary Shares, and shall obtain approval for the listing of such Covalto Class A Ordinary Shares and LIVB shall reasonably cooperate with Covalto with respect to such listing.

Section 6.9.Post-Closing Directors and Officers. Subject to the terms of the Closing Amended and Restated Covalto Articles of Association, Covalto shall take all such action within its power as may be necessary or appropriate such that immediately following the Effective Time:

(a)the Board of Directors of New Covalto shall consist of five (5) directors, and the composition of the Board of Directors shall ensure that Covalto continues to constitute a “foreign private issuer” as such term is defined under Exchange Act Rule 3b-4, and shall initially include:

(i)two directors to be designated by Covalto, who shall initially be Mr. David Poritz and Mr. Allan Apoj;

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(ii)one director to be designated by Sponsor who will be “independent” pursuant to the Rule 10-A(3) of the Exchange Act, who shall be Mr. Humberto Zesati; and

(iii)two directors who will be “independent” pursuant to the Rule 10-A(3) of the Exchange Act, who shall be selected and elected by Covalto prior to the Covalto Effective Time; provided that Covalto shall consult with LIVB prior to the selection of such directors; and

(b)the initial officers of New Covalto shall be the officers of Covalto immediately prior to the Covalto Effective Time.

ARTICLE 7

Covenants of LIVB

Section 7.1.Conduct of LIVB During the Interim Period. (a) During the Interim Period, except as set forth on ‎Section 7.1 of the LIVB Disclosure Schedule, as required by the Transaction Agreements, as consented to by the Company in writing (which consent shall not be unreasonably conditioned, withheld or delayed), or as required by applicable Law (including COVID-19 Measures), LIVB shall not:

(i)change, modify or amend the Trust Agreement or the LIVB Organizational Documents;

(ii)(A) declare, set aside or pay any dividends on, or make any other distribution in respect of any outstanding Equity Securities of LIVB, (B) split, combine or reclassify any Equity Securities of LIVB, or (C) other than in connection with the LIVB Shareholder Redemption or as otherwise required by LIVB’s Organizational Documents in order to consummate the Transactions, repurchase, redeem or otherwise acquire, or offer to repurchase, redeem or otherwise acquire, any Equity Securities of LIVB;

(iii)make, change or revoke any material Tax election, adopt, change or revoke any material accounting method with respect to Taxes, amend any material Tax Return, settle or compromise any material Action related to Taxes, enter into any closing agreement with respect to any Taxes, surrender any right to claim a refund of a material amount of Taxes, consent to any extension or waiver of the limitations period applicable to any material Tax claim or assessment (other than pursuant to an extension of time to file a Tax Return obtained in the ordinary course of business), or enter into any Tax allocation, Tax sharing, Tax indemnification or similar agreement or arrangement (other than any customary commercial agreement entered into in the ordinary course of business and not primarily relating to Taxes);

(iv)take, or fail to take, any action if such action, or failure to take such action, would reasonably be expected to prevent, impair or impede the Intended U.S. Tax Treatment;

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(v)enter into, renew or amend in any material respect, any transaction or Contract with an Affiliate of LIVB (including, for the avoidance of doubt, (A) Sponsor and (B) any Person in which Sponsor has a direct or indirect legal, contractual or beneficial ownership interest of 5% or greater);

(vi)waive, release, compromise, settle or satisfy any pending or threatened material claim (which shall include, but not be limited to, any pending or threatened Action) or compromise or settle any liability; provided that this clause ‎(vi) will not apply with respect to any Transaction Litigation;

(vii)incur or assume any Indebtedness or guarantee any Indebtedness or otherwise become liable for (whether directly, contingently or otherwise) any Indebtedness of another Person, issue or sell any debt securities or warrants or other rights to acquire any debt securities of another Person, other than any indebtedness (A) for borrowed money or guarantee or (B) incurred by LIVB;

(viii)(A) offer, issue, deliver, grant or sell, or authorize or propose to offer, issue, deliver, grant or sell, any Equity Securities other than the issuance of LIVB Class A Ordinary Shares in connection with the exercise of any LIVB Warrants outstanding on the date hereof or (B) amend, modify or waive any of the terms or rights set forth in, any LIVB Warrant or the applicable warrant agreement, including any amendment, modification or reduction of the warrant price set forth therein;

(ix)make any material change in accounting principles or methods of accounting, other than as may be required by GAAP; or

(x)enter into any Contract, or otherwise become obligated, to do any action prohibited under this ‎Section 7.1(a).

(b)Notwithstanding anything in this ‎Section 7.1 or this Agreement to the contrary, (i) nothing shall give the Company, directly or indirectly, the right to control or direct the operations of LIVB and (ii) nothing set forth in this Agreement shall prohibit, or otherwise restrict the ability of, LIVB from using the funds held by LIVB outside the Trust Account to pay any LIVB expenses or liabilities or from otherwise distributing or paying over any funds held by LIVB outside the Trust Account to Sponsor or any of its Affiliates, in each case, prior to the Closing.

(c)During the Interim Period, LIVB shall, except as expressly required by the Transaction Agreements (including without limitation ‎Section 8.1 hereof), use its commercially reasonable efforts to comply with, and continue performing under, as applicable, material Contracts to which LIVB or its Subsidiaries may be a party.

Section 7.2.Inspection. Subject to confidentiality obligations and similar restrictions that may be applicable to information furnished to LIVB or its Subsidiaries by third parties that may be in LIVB’s or its Subsidiaries’ possession from time to time, and except for any information which in the opinion of legal counsel of LIVB would result in the loss of attorney-client privilege or other privilege from disclosure, to the

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extent permitted by applicable Law (including COVID-19 Measures), LIVB shall afford to Covalto and its Affiliates and Representatives reasonable access during the Interim Period, during normal business hours, and with reasonable advance notice, to their respective properties, books, Contracts, commitments, Tax Returns, records and appropriate officers and employees of LIVB and its Subsidiaries, in each case as Covalto or its Representatives may reasonably request solely for purposes of consummating the Transactions. The Parties shall use reasonable best efforts to make alternative arrangements for such disclosure where the restrictions in the preceding sentence apply. All information obtained by Covalto and its Affiliates and Representatives under this Agreement shall be subject to the Confidentiality Agreement.

Section 7.3.Post-Closing Directors and Officers. LIVB shall take all such action within its power as may be necessary or appropriate such that immediately following the Effective Time, the officers and directors of the Surviving LIVB Entity shall be the officers and directors appointed to the Merger Sub immediately prior to the LIVB Effective Time, who shall serve in such capacity in accordance with the terms of the Closing LIVB Articles of Association following the LIVB Effective Time.

Section 7.4.LIVB Public Filings. (a) From the date hereof through the LIVB Effective Time, LIVB will keep current and timely file all reports required to be filed or furnished with the SEC and otherwise comply in all material respects with its reporting obligations under applicable Laws.

(b)Following the date of this Agreement, LIVB shall use commercially reasonable efforts to deliver to the Company, as promptly as possible, any financial statements as of and for the year ended December 31, 2021 and as of and for a year-to-date period ended as of the end of any other fiscal quarter (and as of and for the same period from the previous fiscal year) that is required to be included in the Proxy Statement / Prospectus. All such financial statements (i) will fairly present in all material respects the financial position of the Company and its Subsidiaries as at the date thereof, and the results of its operations, shareholders’ equity and cash flows for the respective periods then ended (subject, in the case of any interim financial statements, to normal year-end audit adjustments (none of which is expected to be material) and the absence of footnotes), (ii) will be prepared in conformity with U.S. GAAP applied on a consistent basis during the periods involved, (iii) in the case of any audited financial statements, will be audited in accordance with the standards of the PCAOB and (iv) will comply in all material respects with the applicable accounting requirements and with the applicable rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof (including Regulation S-X or Regulation S-K, as applicable) for purposes of inclusion in the Registration Statement. LIVB shall be available to, and LIVB shall use its reasonable best efforts to make its officers and employees available to the Company and its counsel in connection with (A) the drafting of the Proxy Statement / Prospectus and (B) responding in a timely manner to comments on the Proxy Statement / Prospectus from the SEC. Without limiting the generality of the foregoing, LIVB shall reasonably cooperate with the Company in connection with the preparation for inclusion in the Proxy Statement / Prospectus of pro forma financial statements that comply with

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the requirements of Regulation S-X under the rules and regulations of the SEC (as interpreted by the staff of the SEC).

(c)From and after the date on which the Proxy Statement / Prospectus is mailed to LIVB’s shareholders, LIVB will give the Company prompt written notice of any action taken or not taken by LIVB of any development regarding LIVB, in any such case which is or becomes known by LIVB, that would cause the Proxy Statement / Prospectus to contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements, in light of the circumstances under which they were made, not misleading; provided that if any such action shall be taken or fail to be taken or such development shall otherwise occur, LIVB and the Company shall cooperate fully to cause an amendment or supplement to be made promptly to the Proxy Statement / Prospectus, such that the Proxy Statement / Prospectus no longer contains an untrue statement of a material fact or omits to state to state a material fact necessary in order to make the statements, in light of the circumstances under which they were made, not misleading; provided, further, however, that no information received by the Company pursuant to this ‎Section 7.4(c) shall operate as a waiver or otherwise affect any representation, warranty or agreement given or made by the Party who disclosed such information, and no such information shall be deemed to change, supplement or amend the Schedules.

Section 7.5.NASDAQ Listing. From the date hereof through the LIVB Effective Time, LIVB shall use commercially reasonable efforts to ensure that LIVB remains listed as a public company on NASDAQ until the Closing, and to assist Covalto in listing as successor to LIVB at Closing.

Section 7.6.Anchor Investment. LIVB shall give the Company prompt written notice: (i) of any material breach or default (or any event or circumstance that, with or without notice, lapse of time or both, could give rise to any material breach or default) by the Anchor Investors to any Mandatorily Convertible Notes known to the Anchor Investors or to LIVB, (ii) of the receipt of any written notice or other written communication from any Anchor Investor in respect of any Mandatorily Convertible Notes (other than written notices or other written communication from such other party) with respect to any actual, potential, threatened or claimed expiration, lapse, withdrawal, breach, default, termination or repudiation by any Anchor Investor of any provisions of any Mandatorily Convertible Note, and (iii) if any portion of the Anchor Investment pursuant to the Mandatorily Convertible Notes will not be funded in accordance with the terms of the applicable Mandatorily Convertible Notes. If any of the foregoing (i), (ii) or (iii) occurs, or the Anchor Investment otherwise becomes unavailable on the terms and conditions contemplated in the Mandatory Convertible Notes with respect to the Anchor Investment for any reason, then, subject to Covalto’s right to terminate under ‎Section 10.1(h), LIVB shall use its reasonable best efforts to obtain, as promptly as practicable following the occurrence of such event, alternative financing from alternative sources in an amount sufficient to consummate the Anchor Investment, which would not (x) involve terms and conditions that are materially less beneficial to Covalto, (y) involve any conditions to funding the Anchor Investment that are not contained in the Mandatorily Convertible Notes and (z) would not reasonably be expected to prevent, impede or delay

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the consummation of the transactions contemplated by this Agreement and the other Transaction Agreements. LIVB shall confer with the Company regarding timing of the expected closing date with respect to the Anchor Investment, which shall occur no later than thirty (30) days following the date hereof, and deliver all notices it is required to deliver under the Mandatorily Convertible Notes on a timely basis in order to cause the Anchor Investors to fund their respective obligations as far in advance of the Closing as permitted by the Mandatorily Convertible Notes and consummate the transactions contemplated by the Mandatorily Convertible Notes.

ARTICLE 8

Joint Covenants

Section 8.1.Efforts to Consummate. (a) Subject to the terms and conditions herein, each of the Parties shall use their respective reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things reasonably necessary or advisable to consummate and make effective as promptly as reasonably practicable the Transactions contemplated by this Agreement (including (i) the satisfaction of the closing conditions set forth in Article ‎9 and (ii) LIVB using reasonable best efforts to cause the funding of the Anchor Investment on the terms and subject to the conditions set forth in the Mandatorily Convertible Notes). Without limiting the generality of the foregoing, each of the Parties shall use reasonable best efforts to obtain, file with or deliver to, as applicable, any Consents of any Governmental Authorities or other Persons necessary to consummate the Transactions and the transactions contemplated by the Transaction Agreements. LIVB shall promptly inform the Company of any communication between LIVB, on the one hand, and any Governmental Authority, on the other hand, and the Company shall promptly inform LIVB of any communication between the Company, on the one hand, and any Governmental Authority, on the other hand, in either case, regarding any of the Transactions or any Transaction Agreement. Notwithstanding anything to the contrary in this Agreement, nothing in this ‎Section 8.1 or any other provision of this Agreement obligates any Party or any of its Affiliates to agree to (1) sell, license or otherwise dispose of, or hold separate and agree to sell, license or otherwise dispose of, any entities or assets of the Company or any of its Subsidiaries or any entity or asset of such Party or any of its Affiliates or any other Person or (2) terminate, amend or assign any existing relationships and contractual rights or obligations. During the Interim Period, LIVB, on the one hand, and the Company, on the other hand, shall give the Company (in the case of LIVB) or LIVB (in the case of the Company), a reasonable opportunity to review in advance, and consider in good faith the views of the other in connection with, any proposed written communication to any Governmental Authority relating to the Transactions or the Transaction Agreements. Each of the Parties agrees not to participate in any substantive meeting or discussion, either in person or by telephone, with any Governmental Authority in connection with the Transactions unless it consults with, in the case of LIVB, the Company, or, in the case of the Company, LIVB, in advance and, to the extent not prohibited by such Governmental Authority, gives, in the case of LIVB, the Company, or, in the case of the Company, LIVB, the opportunity to attend and participate in such meeting or discussion.

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(b)During the Interim Period, LIVB, on the one hand, and the Company, on the other hand, shall each notify the other in writing promptly after learning of any shareholder demands or other shareholder proceedings (including derivative claims) relating to this Agreement, any Transaction Agreements or any matters relating thereto (collectively, the “Transaction Litigation”) commenced against, in the case of LIVB, LIVB or any of its Representatives (in their capacity as a representative of LIVB) or, in the case of the Company, any member of the Company Group or any of their respective Representatives (in their capacity as a representative of a member of the Company Group). LIVB and the Company shall each (i) keep the other reasonably informed regarding any Transaction Litigation, (ii) give the other the opportunity to, at its own cost and expense, participate in the defense, settlement and compromise of any such Transaction Litigation and reasonably cooperate with the other in connection with the defense, settlement and compromise of any such Transaction Litigation (subject to a customary joint defense agreement), (iii) consider in good faith the other’s advice with respect to any such Transaction Litigation, and (iv) reasonably cooperate with each other. Notwithstanding the foregoing, the Company shall, subject to and without limiting the covenants and agreements, and the rights of LIVB, set forth in the immediately preceding sentence, control the negotiation, defense and settlement of any such Transaction Litigation; provided, however, that in no event shall Covalto or LIVB settle or compromise any Transaction Litigation without the prior written consent of the other Party (not to be unreasonably withheld, conditioned or delayed). Without limiting the generality of the foregoing, in no event shall the Company, any of its Subsidiaries or any of its Representatives settle or compromise any Transaction Litigation without LIVB’s prior written consent.

Section 8.2.Registration Statement; Proxy Statement / Prospectus; Special Meeting.

(a)Registration Statement; Proxy Statement / Prospectus.

(i)As promptly as reasonably practicable following the execution and delivery of this Agreement, LIVB and Covalto shall, in accordance with this ‎Section 8.2(a), prepare, in preliminary form, a registration statement on Form F-4 or other applicable form (the “Registration Statement”) to be filed by Covalto with the SEC pursuant to which Covalto Class A Ordinary Shares (including Covalto Class A Ordinary Shares issuable upon the conversion of Covalto Class B Ordinary Shares) will be registered with the SEC, and a proxy statement in connection with the Transactions (the “Proxy Statement / Prospectus”) to be provided by LIVB and sent by LIVB to its shareholders in advance of the Special Meeting, for the purpose of, among other things: (A) providing LIVB’s shareholders with the opportunity to redeem LIVB Ordinary Shares by tendering such shares for redemption not later than two Business Days prior to the originally scheduled date of the Special Meeting (the “LIVB Shareholder Redemption”); and (B) soliciting proxies from holders of LIVB Ordinary Shares to vote at the Special Meeting, as adjourned or postponed, in favor of the LIVB Shareholder Matters. Without the prior written consent of the Company, the LIVB Shareholder Matters shall be the only matters (other than procedural

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matters) which LIVB shall propose to be acted on by LIVB’s shareholders at the Special Meeting, as adjourned or postponed. The Proxy Statement / Prospectus will comply as to form and substance with the applicable requirements of the SEC and the rules and regulations thereunder and remain effective as long as is necessary to consummate the Transactions. (1) Covalto shall file or cause to be filed the definitive Proxy Statement / Prospectus with the SEC and (2) LIVB shall cause the Proxy Statement / Prospectus to be mailed to LIVB shareholders of record, as of the record date to be established by the LIVB Board in accordance with ‎Section 8.2(b), as promptly as practicable following the earlier to occur of: (x) if the preliminary Proxy Statement / Prospectus is not reviewed by the SEC, the expiration of the waiting period in Rule 14a-6(a) under the Exchange Act; or (y) if the preliminary Proxy Statement / Prospectus is reviewed by the SEC, receipt of oral or written notification of the completion of the review by the SEC (such earlier date, the “Proxy Clearance Date”).

(ii)Each of LIVB and Covalto agrees to furnish to the other Party and its Representatives all information concerning itself, its Subsidiaries, officers, directors, managers, stockholders, and other equityholders and information regarding such other matters as may be reasonably necessary or advisable or as may be reasonably requested in connection with the Registration Statement, including the Proxy Statement/Prospectus, a Current Report on Form 8-K pursuant to the Exchange Act in connection with the Transactions, or any other statement, filing, notice or application made by or on behalf of LIVB or the Company to any regulatory authority (including NASDAQ) in connection with the Transactions.

(iii)Prior to filing with the SEC, each of LIVB and Covalto, as applicable, will make available to the other Party and its counsel drafts of the Proxy Statement / Prospectus and any other documents to be filed with the SEC relating to the Transactions, both preliminary and final, and any amendment or supplement to the Proxy Statement / Prospectus or such other document and will provide the other Party and its counsel with a reasonable opportunity to comment on such drafts and shall consider such comments in good faith. Neither LIVB nor Covalto shall file any such documents with the SEC without the prior consent of the other party (such consent not to be unreasonably withheld, conditioned or delayed). LIVB or Covalto, as applicable, will advise the other Party, promptly after it receives notice thereof, of: (A) the time when the Proxy Statement / Prospectus has been filed; (B) if the preliminary Proxy Statement / Prospectus is not reviewed by the SEC, the expiration of the waiting period in Rule 14a-6(a) under the Exchange Act; (C) if the preliminary Proxy Statement / Prospectus is reviewed by the SEC, receipt of oral or written notification of the completion of the review by the SEC; (D) the filing of any supplement or amendment to the Proxy Statement / Prospectus; (E) any request by the SEC for amendment of the Proxy Statement / Prospectus; (F) any comments from the SEC relating to the Proxy Statement / Prospectus and responses thereto; (G) requests by the SEC for additional information; and (H) the issuance of any stop order or the suspension of the qualification of the Covalto Class A Ordinary Shares for offering or sale in

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any jurisdiction or of the initiation or written threat of any proceeding for any such purpose. LIVB and Covalto, as applicable, shall respond to any SEC comments on the Proxy Statement / Prospectus as promptly as practicable (and in any event within 10 Business Days following receipt by LIVB or Covalto, as applicable, of any such SEC comments except to the extent due to the failure by the Company to timely provide information required to respond to such SEC comments) and shall use its reasonable best efforts to have the Proxy Statement / Prospectus cleared by the SEC under the Exchange Act as promptly as practicable; provided that prior to responding to any requests or comments from the SEC, LIVB and Covalto, as applicable, will make available to the other Party and its counsel drafts of any such response, provide the other Party and its counsel with a reasonable opportunity to comment on such drafts and consider such comments in good faith.

(iv)If, at any time prior to the Special Meeting, there shall be discovered any information that should be set forth in an amendment or supplement to the Proxy Statement / Prospectus so that the Proxy Statement / Prospectus 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, Covalto shall promptly file an amendment or supplement to the Proxy Statement / Prospectus containing such information. Covalto will provide to LIVB all information regarding Covalto, its Affiliates and its business that is necessary for any filing contemplated by the immediately preceding sentence. If, at any time prior to the Closing, Covalto discovers any information, event or circumstance relating to Covalto, its business or any of its Affiliates, officers, directors or employees that should be set forth in an amendment or a supplement to the Proxy Statement / Prospectus so that the Proxy Statement / Prospectus 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, then Covalto shall promptly inform LIVB of such information, event or circumstance and provide to LIVB all information necessary to correct any such deficiencies.

(v)Each of LIVB and Covalto, respectively, shall make all necessary filings, as required for itself, with respect to the Transactions under the Securities Act, the Exchange Act and applicable “blue sky” laws, and any rules and regulations thereunder.

(b)Special Meeting.

(i)LIVB will take, in accordance with applicable Law, NASDAQ rules and its Organizational Documents, and will cause its Affiliates and Representatives to take, all action necessary to duly convene and hold an extraordinary general meeting of its shareholders (the “Special Meeting”) as promptly as reasonably practicable after the Proxy Clearance Date (and will establish a record date for, give notice of and commence the mailing of the Proxy

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Statement / Prospectus to the shareholders of LIVB as promptly as practicable after the Proxy Clearance Date (but in no event less than five Business Days except as otherwise required by applicable Law)), to (A) consider and vote upon the approval of the LIVB Shareholder Matters and to cause such vote to be taken and (B) provide shareholders of LIVB with the opportunity to elect to effect a LIVB Shareholder Redemption. LIVB may only elect to postpone or adjourn such meeting if (x) a postponement or adjournment is required by Law or (y) as of the time for which the Special Meeting is originally scheduled (as set forth in the Proxy Statement / Prospectus) there are insufficient shares of LIVB Ordinary Shares represented (either in person or by proxy) and voting to approve the LIVB Shareholder Matters or to constitute a quorum necessary to conduct the business of the Special Meeting, or as agreed between LIVB and the Company. LIVB shall, following the Proxy Clearance Date, use its reasonable best efforts to solicit from its shareholders proxies in favor of the LIVB Shareholder Matters and shall include in the Proxy Statement / Prospectus the LIVB Board Recommendation. LIVB shall keep the Company reasonably informed regarding all matters relating to the LIVB Shareholder Matters and the Special Meeting, including by promptly furnishing any voting or proxy solicitation reports received by LIVB in respect of such matters and similar updates regarding any redemptions. LIVB agrees that its obligation to establish a record date for, duly call, give notice of, convene and hold the Special Meeting for the purpose of seeking approval of the LIVB Shareholder Matters shall not be affected by any intervening event or circumstance, and LIVB agrees to establish a record date for, duly call, give notice of, convene and hold the Special Meeting and submit for the approval of its shareholders the LIVB Shareholder Matters, in each case in accordance with this Agreement, regardless of any intervening event or circumstance.

(ii)Notwithstanding the foregoing, at any time prior to, but not after, obtaining approval of the LIVB Shareholder Matters, solely in response to a LIVB Intervening Event, the LIVB Board may fail to make, amend, change, withdraw, modify, withhold or qualify the LIVB Board Recommendation (any such action, a “Change in Recommendation”) if the LIVB Board shall have determined in good faith, after consultation with its outside legal counsel, that, in response to such LIVB Intervening Event, a failure to make a Change in Recommendation would violate its fiduciary duties under applicable Law; provided that the LIVB Board will not be entitled to make, or agree or resolve to make, a Change in Recommendation until (A) LIVB delivers to the Company a written notice (a “LIVB Intervening Event Notice”) advising the Company that the LIVB Board proposes to take such action and containing the material facts underlying the LIVB Board’s determination that a LIVB Intervening Event has occurred, (B) until 5:00 p.m., Eastern Time, on the fifth Business Day immediately following the day on which LIVB delivered the LIVB Intervening Event Notice (such period from the time the LIVB Intervening Event Notice is provided until 5:00 p.m. Eastern Time on the fifth Business Day immediately following the day on which LIVB delivered the LIVB Intervening Event Notice (it being understood that any material development with respect to a LIVB Intervening Event shall require a new notice but with an additional three-Business

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Day (instead of five-Business Day) period from the date of such notice), the “LIVB Intervening Event Notice Period”), LIVB and its Representatives shall have negotiated in good faith with the Company and their Representatives regarding any revisions or adjustments proposed by the Company during the LIVB Intervening Event Notice Period to the terms and conditions of this Agreement as would enable LIVB to proceed with its recommendation of this Agreement and the Transactions and not make such Change in Recommendation, and (C) if the Company requested negotiations in accordance with the foregoing clause ‎(B), LIVB may make a Change in Recommendation only if the LIVB Board, after considering in good faith any revisions or adjustments to the terms and conditions of this Agreement that the Company shall have, prior to the expiration of the five-Business Day period, offered in writing in a manner that would form a binding Contract if accepted by LIVB (and the other applicable parties hereto), reaffirms in good faith (after consultation with its outside legal counsel) that the failure to make an LIVB Change in Recommendation would violate its fiduciary duties under applicable Law. For the avoidance of doubt, a Change in Recommendation will not affect LIVB’s obligations pursuant to this ‎Section 8.2 other than as set forth in the immediately preceding sentence) or elsewhere in this Agreement.

Section 8.3.Exclusivity. (a) During the Interim Period, the Company shall not, nor shall the Company direct or permit any of its Affiliates or Representatives to take, whether directly or indirectly, (i) any action to solicit, initiate or engage in discussions or negotiations with, or enter into any agreement with, or encourage, or provide information to, any Person (other than LIVB or any of its Affiliates or Representatives) concerning any merger, consolidation, liquidation, recapitalization, tender offer, share exchange or similar business combination transaction, whether in a single transaction or a series of related transactions, in each case, involving the sale, lease exchange, issuance or other disposition of transfer of properties or assets or equity interests of Company or its Subsidiaries (each such acquisition transaction, but excluding the Transactions, an “Acquisition Transaction”); provided that the execution, delivery and performance of this Agreement and the other Transaction Agreements and the consummation of the Transactions shall not be deemed a violation of this ‎Section 8.3; or (ii) any action in connection with a public offering of any Equity Securities of the Company or any of its Subsidiaries (or any Affiliate or successor of the Company or any of its Subsidiaries). The Company shall, and shall cause its Affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any Person conducted prior to the date hereof with respect to, or which is reasonably likely to give rise to or result in, an Acquisition Transaction.

(b)During the Interim Period, LIVB shall not take, nor shall it direct or permit any of its Affiliates or Representatives to take, whether directly or indirectly, any action to solicit, initiate, continue or engage in discussions or negotiations with, or enter into any agreement with, or encourage, respond, provide information to or commence due diligence with respect to, any Person (other than the Company, its members or any of its Affiliates or Representatives), concerning, relating to or which is intended or is reasonably likely to give rise to or result in, any offer, inquiry, proposal or indication of

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interest, written or oral relating to any Business Combination involving LIVB (an “Alternate Business Combination Proposal”) other than with the Company, its members and its Affiliates and Representatives; provided that the execution, delivery and performance of this Agreement and the other Transaction Agreements and the consummation of the Transactions shall not be deemed a violation of this ‎Section 8.3(b). LIVB shall, and shall cause its Affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any Person conducted prior to the date hereof with respect to, or which is reasonably likely to give rise to or result in, an Alternate Business Combination Proposal.

Section 8.4.Tax Matters.

(a)For U.S. federal (and, as applicable, state and local) income tax purposes, the Parties intend that (i) the Merger, the Covalto Contribution and the CTB Election, taken together, shall be treated as a transaction described in Section 351(a) of the Code and (ii) the Merger, together with the Covalto Contribution, shall be treated as a “reorganization” within the meaning of Section 368(a) of the Code and this Agreement be and hereby is adopted as a “plan of reorganization” within the meaning of Sections 354 and 361 of the Code (collectively, the “Intended U.S. Tax Treatment”). The Parties will not take any action that could reasonably be expected to prevent, impair or impede the Intended U.S. Tax Treatment and will not take any inconsistent position for tax purposes unless (x)(i) a Party first makes a determination in good faith based on advice of a law firm or accounting firm that such reporting is not permitted by Law and (ii) consults in good faith with the other Parties and the Sponsor about such determination, or (y) otherwise required by a “determination” within the meaning of Section 1313 of the Code. Each Party agrees to use reasonable best efforts to promptly notify the other Party of any challenge to the Intended U.S. Tax Treatment by any Governmental Authority. The Parties shall reasonably cooperate in good faith with each other and their respective counsel to document and support the Intended U.S. Tax Treatment, including providing reasonable and customary factual support letters.

(b)All transfer, documentary, sales, use, stamp, registration, value added or other similar Taxes incurred in connection with the Transactions (“Transfer Taxes”) incurred in connection with this Agreement shall be borne by New Covalto and paid when due. New Covalto shall timely file all necessary Tax Returns and other documentation with respect to all such Transfer Taxes and, if required by applicable Law, the holders will join in the execution of any such Tax Return or documentation. The foregoing shall not apply to any Transfer Taxes that are solely the responsibility of a shareholder of Covalto under applicable Law and New Covalto will not reimburse a holder for such Transfer Taxes despite ‎Section 11.5 hereof.

(c)Each Party 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 Action with respect to Taxes or Tax Returns of New Covalto, LIVB and the Company Group. 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

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Return or Action and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder.

(d)New Covalto will use commercially reasonable efforts to provide the pre-Closing LIVB shareholders information that is reasonably required to make a timely and valid election as contemplated by Section 1295 of the Code (and the Treasury Regulations promulgated thereunder) with respect to LIVB for each year that LIVB 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)New Covalto, LIVB and Covalto shall deliver to Simpson Thacher & Bartlett 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.

(f)New Covalto and the Company Group shall use their respective commercially reasonable efforts to comply with the covenants set forth in Annex A (the “Reorganization Covenants”).

Section 8.5.Indemnification and Directors’ and Officers’ Insurance. (a) From and after the Effective Times, New Covalto shall, and shall cause the Surviving Entities to, indemnify and hold harmless each present and former director, manager and officer of the Company and LIVB and each of their respective Subsidiaries, each in their capacity as such, against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the LIVB Effective Time, whether asserted or claimed prior to, at or after the LIVB Effective Time, to the fullest extent that the Company, LIVB or its Subsidiaries would have been permitted under applicable Law and their respective certificate of incorporation, bylaws or other organizational documents in effect on the date of this Agreement to indemnify such Person (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law). Without limiting the foregoing, from and after the LIVB Effective Time, New Covalto shall cause the Surviving Entities and each of their respective Subsidiaries to, (i) maintain for a period of not less than six years from the LIVB Effective Time provisions in its certificate of incorporation, bylaws and other organizational documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of officers and directors/managers that are no less favorable to those Persons than the provisions of such certificates of incorporation, bylaws and other organizational documents as of the date of this Agreement and (ii) not 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 or shall cause one or more of their respective Subsidiaries to purchase, at or prior to the Closing, and New Covalto shall or shall cause one or more of its Subsidiaries to maintain in effect for a period of six years from the LIVB Effective Time, directors’ and officers’ liability insurance covering those Persons who are currently covered by the Company’s, LIVB’s or any of their respective Subsidiaries’ directors’ and officers’ liability insurance policies (true, correct and complete copies of which have been heretofore made available to the other Parties hereto or their respective agents or representatives) on terms not less favorable than the terms of such current insurance coverage, except that in no event shall New Covalto or its Subsidiaries be required to pay an aggregate premium for such insurance in excess of 300% of the annual premium payable in the aggregate by the Company, LIVB and their respective Subsidiaries for such insurance policy for the year ended December 31, 2021; provided, however, that (i) New Covalto may cause coverage to be extended under the 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 LIVB Effective Times (the “D&O Tail”) and (ii) if any claim is asserted or made within such six-year period, any insurance required to be maintained under this ‎Section 8.5 shall be continued in respect of such claim until the final disposition thereof.

(c)Notwithstanding anything contained in this Agreement to the contrary, this ‎Section 8.5 shall survive the consummation of the Merger indefinitely and shall be binding, jointly and severally, on New Covalto, the other Surviving Entities and all successors and assigns of New Covalto and the other Surviving Entities. If New Covalto or the other Surviving Entities 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 New Covalto or the other Surviving Entities, as the case may be, shall succeed to the obligations set forth in this ‎Section 8.5.

Section 8.6.Cash Bonus Awards. On the date hereof, the Company shall establish a cash bonus agreement with respect to the Covalto Co-Founders.

Section 8.7.Closing Amended and Restated Covalto Articles of Association. At the LIVB Effective Time the memorandum and articles of association of New Covalto shall be the Closing Amended and Restated Covalto Articles of Association.

Section 8.8.Equity Incentive Plan. Prior to the Closing Date, Covalto shall adopt, subject to approval of the shareholders of Covalto, a 2022 Equity Incentive Plan, in the form attached hereto as Exhibit F, providing for the issuance of the number of Covalto Class A Ordinary Shares and Covalto Class B Ordinary Shares set forth therein, with such changes as may be agreed to in writing by LIVB and the Company (the “Equity Incentive Plan”), to be effective as of the Closing or as otherwise set forth in the applicable plan document. As soon as reasonably practicable following the expiration

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of the 60 day period following the date New Covalto has filed current Form 10 information with the SEC reflecting its status as an entity that is not a shell company, New Covalto shall file an effective registration statement on Form S-8 (or other applicable form) with respect to the Covalto Class A Ordinary Shares and Covalto Class B Ordinary Shares issuable under the Equity Incentive Plan.

Section 8.9.Confidentiality; Publicity.

(a)LIVB acknowledges that the information being provided to it in connection with this Agreement and the consummation of the Transactions is subject to the terms of the Confidentiality Agreement, the terms of which are incorporated herein by reference. The Confidentiality Agreement shall survive the execution and delivery of this Agreement and shall apply to all information furnished hereunder and in connection with any other activities contemplated hereby. The Company acknowledges that, in connection with the Anchor Investment, LIVB shall be entitled to disclose, pursuant to the Exchange Act, any information contained in any presentation to the Anchor Investors, which information may include Confidential Information (as defined in the Confidentiality Agreement, as applicable); provided that LIVB provides the Company with a reasonable opportunity to review and provide comments to such presentation, and the Company consents to the filing thereof.

(b)Subject to ‎Section 8.9(c), none of the Parties nor any of their respective Representatives shall issue any press releases or make any public announcements with respect to this Agreement or the Transactions without the prior written consent of the other Party, prior to the Closing; provided, however, that each Party may make any such announcement or other communication (i) if such announcement or other communication is required by applicable Law or the rules of any stock exchange, in which case the disclosing Party shall, to the extent permitted by applicable Law, first allow (A) LIVB, if the disclosing party is the Company or (B) the Company, if the disclosing party is LIVB, to review such announcement or communication and the opportunity to comment thereon and the disclosing Party shall consider such comments in good faith, (ii) to the extent such announcements or other communications contain only information previously disclosed in a public statement, press release or other communication previously approved in accordance with this ‎Section 8.4, and (iii) to Governmental Authorities in connection with any Consents required to be made under this Agreement or in connection with the Transactions. Notwithstanding anything to the contrary in this ‎Section 8.9 or otherwise in this Agreement, the Parties agree that Sponsor, LIVB and their respective Representatives may provide general information about the subject matter of this Agreement and the Transactions to any direct or indirect current or prospective investor (including in connection with the Anchor Investment) so long as such recipients are obligated to keep such information confidential.

(c)The initial press release concerning this Agreement and the Transactions shall be a joint press release in the form agreed by the Company and LIVB prior to the execution of this Agreement and such initial press release (the “Signing Press Release”) shall be released as promptly as practicable after the execution of this Agreement (but in any event within four Business Days thereafter). Promptly after the execution of this

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Agreement (but in any event within four Business Days thereafter), LIVB shall file a current report on Form 8-K (the “Signing Filing”) with the Signing Press Release and a description of this Agreement as required by Securities Laws, which the Company shall have the opportunity to review and comment upon prior to filing and LIVB shall consider such comments in good faith. The Company and LIVB shall mutually agree upon (such agreement not to be unreasonably withheld, conditioned or delayed by either of them) and, as promptly as practicable after the Closing (but in any event within four Business Days thereafter), issue a press release announcing the consummation of the Transactions (the “Closing Press Release”). In connection with the preparation of the Signing Press Release, the Signing Filing or the Closing Press Release, each Party shall, upon written request by any other Party, furnish such other Party with all information concerning itself, its directors, officers and equityholders, and such other matters as may be reasonably necessary for such press release or filing.

Section 8.10.Post-Closing Cooperation; Further Assurances. Following the Closing, each Party shall, on the request of any other Party, execute such further documents, and perform such further acts, as may be reasonably necessary or appropriate to give full effect to the allocation of rights, benefits, obligations and liabilities contemplated by this Agreement and the Transactions.

Section 8.11.Qualification as an Emerging Growth Company. LIVB shall, at all times during the period from the date hereof until the Closing: (a) take all actions necessary to continue to qualify as an “emerging growth company” within the meaning of the Jumpstart Our Business Startups Act of 2012 (“JOBS Act”) and (b) not take any action that would cause LIVB to not qualify as an “emerging growth company” within the meaning of the JOBS Act.

Section 8.12.Qualification as a Foreign Private Issuer. With respect to New Covalto, during the Interim Period, each Party shall take all reasonable actions necessary to cause New Covalto to qualify as a “foreign private issuer” as such term is defined under Exchange Act Rule 3b-4 and maintain such status through the Closing.

ARTICLE 9

Conditions to Obligations

Section 9.1.Conditions to Obligations of All Parties. The obligations of the Parties to consummate, or cause to be consummated, the Transactions are subject to the satisfaction of the following conditions, any one or more of which may be waived (if legally permitted) in writing by all of such Parties:

(a)Regulatory Approvals. All regulatory approvals set forth on ‎Section 9.1(a) of the Company Disclosure Schedule shall have been obtained.

(b)No Prohibition. There shall not be in force any Law or Governmental Order by any Governmental Authority of competent jurisdiction and having jurisdiction over the Parties with respect to the Transactions enjoining, prohibiting, or making illegal the consummation of the Transactions.

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(c)LIVB Shareholder Approval. The Required LIVB Shareholder Approval shall have been obtained.

(d)Company Shareholder Approval. The Required Covalto Shareholder Approval shall have been obtained.

(e)Capital Restructuring. The Pre-Closing Capital Restructuring shall have been completed in accordance with the terms hereof and the Covalto Articles of Association.

(f)Registration Statement. The Registration Statement shall have become effective in accordance with the provisions of the Securities Act, no stop order shall have been issued by the SEC that remains in effect with respect to the Registration Statement, and no proceeding seeking such a stop order shall have been threatened or initiated by the SEC that remains pending.

(g)NASDAQ. The Covalto Class A Ordinary Shares shall be listed or have been approved for listing on NASDAQ, subject only to official notice of issuance thereof.

Section 9.2.Additional Conditions to Obligations of LIVB. The obligations of LIVB to consummate, or cause to be consummated, the Transactions are subject to the satisfaction of the following additional conditions, any one or more of which may be waived in writing by LIVB:

(a)Representations and Warranties of the Company.

(i)Each of the representations and warranties of the Company contained in ‎Section 4.1 (Corporate Organization of the Company), ‎Section 4.2 (Subsidiaries), ‎Section 4.3 (Due Authorization), ‎Section 4.6 (Current Capitalization), ‎Section 4.7 (Capitalization of Subsidiaries) and ‎Section 4.24 (Brokers’ Fees) (collectively, the “Company Group Specified Representations”) shall be true and correct (without giving any effect to any limitation as to “materiality” or “Company Material Adverse Effect” or any similar limitation set forth therein) in all material respects as of the date of this Agreement and as of the Closing Date as though then made (except to the extent such representations and warranties expressly relate to an earlier date, which in such case, shall be true and correct in all material respects on and as of such earlier date).

(ii)The representations and warranties contained in ‎Section 4.15(a) (Tax) and ‎Section 4.23(a) (Absence of Changes) shall be true and correct in all respects as of the date of this Agreement and as of the Closing Date.

(iii)Each of the representations and warranties contained in Article ‎4 (other than the Company Group Specified Representations and the representations and warranties contained in ‎Section 4.15(a) and ‎Section 4.23(a)) shall be true and correct (without giving any effect to any limitation as to “materiality” or “Company Material Adverse Effect” or any similar limitation set forth therein) as

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of the date of this Agreement and as of the Closing Date as though then made (except to the extent such representations and warranties expressly relate to an earlier date, which in such case, shall be true and correct on and as of such earlier date), except, in either case, where the failure of such representations and warranties to be so true and correct, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Company Material Adverse Effect.

(b)Agreements and Covenants. The covenants and agreements of Covalto in this Agreement to be performed as of or prior to the Closing shall have been performed in all material respects.

(c)Officer’s Certificate. Covalto shall have delivered to LIVB a certificate signed by an officer of Covalto, dated as of the Closing Date, certifying that, to the knowledge and belief of such officer, the conditions specified in ‎Section 9.2(a) and ‎Section 9.2(b) have been fulfilled.

Section 9.3.Additional Conditions to the Obligations of the Company. The obligation of Covalto to consummate, or cause to be consummated, the Transactions is subject to the satisfaction of the following additional conditions, any one or more of which may be waived in writing by Covalto:

(a)Representations and Warranties of LIVB.

(i)Each of the representations and warranties of LIVB in ‎Section 5.1 (Corporate Organization), ‎Section 5.2 (Due Authorization), ‎Section 5.9 (Brokers’ Fees), ‎Section 5.11 (Business Activities) and ‎Section 5.13 (Capitalization) (the “LIVB Specified Representations”) shall be true and correct (without giving any effect to any limitation as to “materiality” or “LIVB Material Adverse Effect” or any similar limitation set forth therein) in all material respects as of the Closing Date as though then made (except to the extent such representations and warranties expressly relate to an earlier date, which in such case, shall be true and correct in all material respects on and as of such earlier date).

(ii)The representations and warranties of LIVB contained in ‎Section 5.18 (Absence of Changes) shall be true and correct in all respects as of the date of this Agreement and as of the Closing Date.

(iii)Each of the representations and warranties of LIVB contained in Article ‎5 (other than the LIVB Specified Representations and the representations and warranties contained in ‎Section 5.18) shall be true and correct (without giving any effect to any limitation as to “materiality” or “LIVB Material Adverse Effect” or any similar limitation set forth therein) as of the date of this Agreement and as of the Closing Date as though then made (except to the extent such representations and warranties expressly relate to an earlier date, which in such case, shall be true and correct on and as of such earlier date), except, in either case, where the failure of such representations and warranties to be so true and

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correct, individually or in the aggregate, has not had, and would not reasonably be expected to have, a LIVB Material Adverse Effect.

(b)Agreements and Covenants of LIVB. The covenants and agreements of LIVB in this Agreement to be performed as of or prior to the Closing shall have been performed in all material respects.

(c)Officer’s Certificate. LIVB shall have delivered to the Company a certificate signed by an officer of LIVB, dated as of the Closing Date, certifying that, to the knowledge and belief of such officer, the conditions specified in ‎Section 9.3(a) and ‎Section 9.3(b) have been fulfilled.

(d)Anchor Investment. The Anchor Investment shall have been duly funded to the Company, in an amount no less than the Anchor Investment Amount, no later than thirty (30) days following the date hereof.

Section 9.4.Frustration of Conditions. A Party may not rely on the failure of any condition set forth in this Article ‎9 to be satisfied if such failure was due to the failure of such Party to perform any of its obligations under this Agreement.

ARTICLE 10

Termination/Effectiveness

Section 10.1.Termination. This Agreement may be validly terminated and the Transactions may be abandoned at any time prior to the Closing only as follows:

(a)by mutual written agreement of each of LIVB and Covalto;

(b)by LIVB or Covalto, if there shall be in effect any (i) Law in any jurisdiction of competent authority or (ii) Governmental Order issued, promulgated, made, rendered or entered into by any court or other tribunal of competent jurisdiction, that, in the case of each of clauses ‎(i) and ‎(ii), permanently restrains, enjoins, makes illegal or otherwise prohibits the consummation of the Transactions and in the case of any such Governmental Order, such Governmental Order shall have become final and non-appealable, except that the right to terminate this Agreement pursuant to this ‎Section 10.1(b) will not be available to any Party that has failed to use its reasonable best efforts to resist, appeal, obtain consent pursuant to, resolve or lift, as applicable, such final and non-appealable order;

(c)by LIVB or Covalto, if the Effective Times have not occurred by 11:59 p.m., Eastern Time, on May 10, 2023 (the “Termination Date”); provided that such Termination Date may be extended by an additional 3-month period by the mutual written consent of LIVB and Covalto prior to such date; provided, further that the right to terminate this Agreement pursuant to this ‎Section 10.1(c) will not be available to any Party whose breach of any provision of this Agreement primarily causes or results in the failure of the Merger to be consummated by such time;

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(d)by LIVB or Covalto, if LIVB fails to obtain the Required LIVB Shareholder Approval upon vote taken thereon at the Special Meeting (or at a meeting of its shareholders following any adjournment or postponement thereof); provided that the right to terminate this Agreement under this ‎Section 10.1(d) shall not be available to LIVB if, at the time of such termination, LIVB is in material breach of ‎Section 8.2 and such breach is the primary cause of the failure to obtain the Required LIVB Shareholder Approval;

(e)by LIVB, if Covalto fails to deliver evidence of the Required Covalto Shareholder Approval in accordance with ‎Section 6.6;

(f)by LIVB, if Covalto has breached or failed to perform any of its (i) representations or warranties or (ii) covenants or other agreements contained in this Agreement, which breach or failure to perform (A) would result in the failure of a condition set forth in ‎Section 9.2(a) or ‎Section 9.2(b) to be satisfied and (B) is not capable of being cured by the Termination Date or, if capable of being cured by the Termination Date, is not cured by Covalto before the earlier of (1) the fifth Business Day immediately prior to the Termination Date and (2) the 30th day following receipt of written notice from LIVB of such breach or failure to perform; provided that LIVB shall not have the right to terminate this Agreement pursuant to this ‎Section 10.1(f) if it is then in breach of any representations, warranties, covenants or other agreements contained in this Agreement that would result in the failure of a condition set forth in ‎Section 9.3(a) or ‎Section 9.3(b) to be satisfied;

(g)by Covalto, if LIVB has breached or failed to perform any of its (i)representations, warranties or (ii) covenants or other agreements contained in this Agreement, which breach or failure to perform (A) would result in the failure of a condition set forth in ‎Section 9.3(a) or ‎Section 9.3(b) to be satisfied and (B) is not capable of being cured by the Termination Date or, if capable of being cured by the Termination Date, is not cured by LIVB, as applicable, before the earlier of (1) the fifth Business Day immediately prior to the Termination Date and (2) the 30th day following receipt of written notice from Covalto of such breach or failure to perform; provided that Covalto shall not have the right to terminate this Agreement pursuant to this ‎Section 10.1(g) if it is then in breach of any representations, warranties, covenants or other agreements contained in this Agreement that would result in the failure of a condition set forth in ‎Section 9.2(a) or ‎Section 9.2(b) to be satisfied;

(h)by Covalto, if the Anchor Investment has not been duly funded to the Company, in an amount no less than the Anchor Investment Amount, no later than thirty (30) days following the date hereof.

Section 10.2.Effect of Termination. Except as otherwise set forth in this ‎Section 10.2, if this Agreement terminates pursuant to ‎Section 10.1, this Agreement shall forthwith become void and have no effect, without any liability on the part of any Party or its Affiliates, officers, directors, employees or stockholders, other than liability of any Party for any Fraud or any willful and knowing material breach of this Agreement by such Party occurring prior to such termination. The provisions of ‎Section 6.3 (No Claim Against the Trust Account), ‎Section 8.9 (Confidentiality; Publicity), this ‎Section 10.2

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(Effect of Termination) and Article ‎11 (collectively, the “Surviving Provisions”) and the Confidentiality Agreement, and any 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.

Section 10.3.Termination Fee. (a) If this Agreement is terminated by LIVB pursuant to ‎Section 10.1(f)(ii) as a result of Covalto’s failure to perform its obligations and covenants under this Agreement, Covalto shall, promptly (but, in any event, within ten (10) Business Days) upon LIVB’s request, pay to LIVB, at Covalto’s option, either (i) $5,500,000 by wire transfer (in accordance with wire instructions specified by LIVB to Covalto) in immediately available funds or (ii) 1,125,251 Covalto shares, of the most senior class of Preference Shares then outstanding, or if no Preference Shares are then outstanding, Ordinary Shares (the “Termination Fee”).

(b)Notwithstanding anything to the contrary in this Agreement, the receipt of the Termination Fee shall be the sole and exclusive remedy of LIVB, the Sponsor, and each of their respective Affiliates and Representatives against Covalto and its Affiliates and Representatives, and any of their respective former, current or future stockholders, investors of debt or equity, contracting Persons, controlling Persons, general or limited partners, managers, members, directors, officers, employees, Affiliates, affiliated (or commonly advised) funds, representatives, agents or any their respective assignees or successors or any former, current or future stockholder, controlling Person, general or limited partner, manager, member, director, officer, employee, Affiliate, affiliated (or commonly advised) fund, representative, agent, assignee or successor of any of the foregoing (collectively, together with the Covalto, the “Covalto Related Parties”) with respect to any Covalto breach or failure to perform any of its representations or warranties or covenants, or other agreements, contained in this Agreement and each other Transaction Agreement (for the avoidance of doubt, not including the Confidentiality Agreement). Other than the payment by Covalto of the Termination Fee, if and when payable in accordance with ‎Section 10.3(a), none of the Covalto Related Parties shall have any liability for any obligations or liabilities of the parties to this Agreement or any other Transaction Agreement (for the avoidance of doubt, not including the Confidentiality Agreement) (whether in tort, contract or otherwise) based on, in respect of, or by reason of, the Transactions. Without limiting the foregoing, none of LIVB, the Sponsor, or any of their respective Affiliates and Representatives shall be entitled to seek specific performance or any other equitable remedy with respect to this Agreement or any other Transaction Agreement (for the avoidance of doubt, not including the Confidentiality Agreement).

ARTICLE 11

Miscellaneous

Section 11.1.Waiver. At any time and from time to time prior to the Effective Time, LIVB or Covalto may, to the extent legally allowed and except as otherwise set forth herein, (a) extend the time for the performance of any of the obligations or other acts of the other Party, as applicable, (b) waive any inaccuracies in the representations

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and warranties of the other Party contained herein or in any document delivered pursuant hereto, and (c) subject to the requirements of applicable Law, waive compliance by the other Party with any of the agreements or conditions contained herein applicable to such Party. Any agreement on the part of LIVB or Covalto to any such extension or waiver will be valid only if set forth in an instrument in writing signed by such Party. Any delay in exercising any right pursuant to this Agreement will not constitute a waiver of such right.

Section 11.2.Notices. All notices and other communications among the Parties 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 e-mailed prior to 5:00 p.m. Eastern Time (and otherwise as of the immediately following Business Day), addressed as follows:

(i) If to LIVB prior to the Closing, or to LIVB after the Effective Time:

LIV Capital Acquisition Corp. II

Torre Virreyes 

Pedregal No. 24, Piso 6-601

Col. Molino del Rey 

México, CDMX, 11040

Attn:

Alex Rossi 

Mariana Romero

Email:

arossi@livcapital.mx

mromero@livcapital.mx

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

Davis Polk & Wardwell LLP

450 Lexington Ave 

New York, NY 10017

Attention:

Leonard Kreynin 

Derek Dostal

Email:

leonard.kreynin@davispolk.com

derek.dostal@davispolk.com

(ii) If to Covalto prior to the Closing, or New Covalto after the Closing, to:

Covalto Ltd.

Boulevard Miguel de Cervantes Saavedra 

Piso 16, 11520

Ciudad de México, CDMX 

Attn:

David Poritz

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Eduardo Mendoza

Email: 

dporitz@credijusto.com

emendoza@credijusto.com

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

Simpson Thacher & Bartlett LLP

425 Lexington Ave 

New York, NY 10017

Attn: S. Todd Crider 

Email: tcrider@stblaw.com

or to such other address or addresses as the Parties may from time to time designate in writing. Without limiting the foregoing, any Party may give any notice, request, instruction, demand, document or other communication hereunder using any other means (including personal delivery, expedited courier, messenger service, ordinary mail or electronic mail), but no such notice, request, instruction, demand, document or other communication shall be deemed to have been duly given unless and until it actually is received by the Party for whom it is intended.

Section 11.3.Assignment. No Party shall 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 Parties. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the Parties and their respective permitted successors and assigns. Any attempted assignment in violation of the terms of this ‎Section 11.3 shall be null and void, ab initio.

Section 11.4.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) if the Closing occurs, the present and former officers and directors of Covalto and LIVB (and their successors, heirs and representatives) are intended third-party beneficiaries of, and may enforce, ‎Section 8.5, and (b) the past, present and future directors, officers, employees, incorporators, members, partners, stockholders, 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, ‎Section 11.14.

Section 11.5.Expenses. Except as otherwise provided herein, each Party shall bear its own expenses incurred in connection with this Agreement and the Transactions and the Transaction Agreements and the transactions contemplated thereby whether or not such transactions shall be consummated, including all fees of its legal counsel, financial advisers and accountants; provided that if the Closing occurs, New Covalto shall bear and pay at or following Closing (i) all Company Transaction Expenses and (ii) all LIVB Expenses. Parties shall cooperate with each other and use their respective

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reasonable best efforts to minimize the amount of LIVB Expenses and Company Transaction Expenses incurred prior to the Closing.

Section 11.6.Governing Law. This Agreement, and all claims or causes of action based upon, arising out of, or related to this Agreement or the Transactions, shall be governed by, and construed in accordance with, the internal substantive Laws of the State of Delaware applicable to contracts entered into and to be performed solely within such state, 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 11.7.Captions; Counterparts. The 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 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 of the Parties has received a counterpart hereof signed by the other Parties 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 11.8.Schedules and Exhibits. The Schedules and Exhibits referenced herein are a part of this Agreement as if fully set forth herein. All references herein to Schedules and Exhibits shall be deemed references to such parts of this Agreement, unless the context shall otherwise require. Any disclosure made by a Party in the Schedules with reference to any section or schedule of this Agreement shall be deemed to be a disclosure with respect to all other sections or schedules to which such disclosure may apply solely to the extent the relevance of such disclosure is reasonably apparent on the face of the disclosure in such Schedule. Certain information set forth in the Schedules is included solely for informational purposes. The disclosure of any information shall not be deemed to constitute an acknowledgement that such information is required to be disclosed in connection with the representations and warranties made in this Agreement, nor shall such information be deemed to establish a standard of materiality.

Section 11.9.Entire Agreement. This Agreement (together with the Schedules and Exhibits to this Agreement), the Transaction Agreements (together with the Schedules and Exhibits thereto) and the Confidentiality Agreement, constitute the entire agreement among the Parties relating to the Transactions 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. No representations, warranties, covenants, understandings, agreements, oral or otherwise, relating to the Transactions exist between the Parties except as expressly set forth or referenced in this Agreement and the Confidentiality Agreement.

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Section 11.10.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 in the same manner as this Agreement and which makes reference to this Agreement. The approval of this Agreement by the stockholders of any of the Parties shall not restrict the ability of the board of directors or managers (or other body performing similar functions) of any of the Parties to terminate this Agreement in accordance with ‎Section 10.1 or to cause such Party to enter into an amendment to this Agreement pursuant to this ‎Section 11.10.

Section 11.11.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 11.12.Jurisdiction; WAIVER OF TRIAL BY JURY. Any Action based upon, arising out of or related to this Agreement or the Transactions may be brought in federal and state courts located 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 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 11.12. 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.

Section 11.13.Enforcement. (a) LIVB agrees that irreparable damage for which monetary damages, even if available, would not be an adequate remedy, would occur if the LIVB does not perform its obligations under the provisions of this Agreement (including failing to take such actions as are required of them hereunder to consummate this Agreement) in accordance with its specified terms or otherwise breach such provisions. LIVB acknowledges and agrees that (i) Covalto 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 and thereof, without proof of damages, prior to the valid termination of this Agreement in accordance with ‎Section 10.1, this being in addition to any other remedy to which Covalto is entitled under this Agreement, and (ii) the right of specific enforcement is an integral part of the Transactions and without that right, Covalto would not have entered into this Agreement.

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LIVB agrees that it will not oppose the granting of specific performance and other equitable relief on the basis that Covalto 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. LIVB acknowledges and agrees that Covalto, in 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 11.13, shall not be required to provide any bond or other security in connection with any such injunction.

(b)LIVB acknowledges and agrees that any Termination Fee is not intended to be a penalty, but rather is liquidated damages in a reasonable amount that will compensate the Sponsor and LIVB in the circumstances in which such Termination Fee is due and payable for the efforts and resources expended and opportunities forgone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the Transactions, which amount would otherwise be impossible to calculate with precision. In the event of any Covalto breach or failure to perform any of its representations or warranties or covenants, or other agreements, contained in this Agreement or any other Transaction Agreement (for the avoidance of doubt, not including the Confidentiality Agreement), LIVB acknowledges and agrees that the only remedy with respect to LIVB, the Sponsor and their respective Representatives and Affiliates against any Covalto Related Parties shall be the payment by Covalto of the Termination Fee, which Termination Fee shall be payable only as set forth in ‎Section 10.3(a).

Section 11.14.Non-Recourse. This Agreement may only be enforced against, and any claim or cause of action based upon, arising out of, or related to this Agreement or the Transactions may only be brought against, the entities that are expressly named as Parties and then only with respect to the specific obligations set forth herein with respect to such Party. Except to the extent a Party (and then only to the extent of the specific obligations undertaken by such Party in this Agreement), (a) no past, present or future director, officer, employee, sponsor, incorporator, member, partner, stockholder, Affiliate, agent, attorney, advisor or representative or Affiliate of any Party and (b) no past, present or future director, officer, employee, sponsor, 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 LIVB or Covalto under this Agreement of or for any claim based on, arising out of, or related to this Agreement or the Transactions.

Section 11.15.Nonsurvival of Representations, Warranties and Covenants. None of the representations, warranties, covenants, obligations or other agreements in this Agreement or in any certificate, statement or instrument delivered pursuant to this Agreement, including any rights arising out of any breach of such representations, warranties, covenants, obligations, agreements and other provisions, shall survive the Closing and shall terminate and expire upon the occurrence of the Effective Times (and there shall be no liability after the Closing in respect thereof), except for (a) those covenants and agreements contained herein that by their terms apply in whole or in part

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at or after the Closing and then only with respect to any breaches occurring at or after the Closing and (b) this Article ‎11.

Section 11.16.Acknowledgements. Each of the Parties acknowledges and agrees (on its own behalf and on behalf of its Affiliates and its and their respective Representatives) that (a) it has conducted its own independent investigation of the financial condition, results of operations, assets, liabilities, properties and projected operations of the other Parties (and their respective Subsidiaries) and has been afforded satisfactory access to the books and records, facilities and personnel of the other Parties (and their respective Subsidiaries) for purposes of conducting such investigation; (b) the representations and warranties in Article ‎4 constitute the sole and exclusive representations and warranties of Covalto in connection with the Transactions; (c) the representations and warranties in Article ‎5 constitute the sole and exclusive representations and warranties of LIVB in connection with the Transactions; (d) except for the representations and warranties in Article ‎4 by Covalto and the representations and warranties in Article ‎5 by LIVB, none of the Parties or any other Person makes, or has made, any other express or implied representation or warranty with respect to any Party (or any Party’s Subsidiaries), including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the such Party or its Subsidiaries or the Transactions and all other representations and warranties of any kind or nature expressed or implied (including (i) regarding the completeness or accuracy of, or any omission to state or to disclose, any information, including in the estimates, projections or forecasts or any other information, document or material provided to or made available to any Party or its Affiliates or Representatives in certain “data rooms,” management presentations or in any other form in expectation of the Transactions, including meetings, calls or correspondence with management of any Party (or any Party’s Subsidiaries), and (ii) any relating to the future or historical business, condition (financial or otherwise), results of operations, prospects, assets or liabilities of any Party (or its Subsidiaries), or the quality, quantity or condition of any Party’s or its Subsidiaries’ assets) are specifically disclaimed by all Parties and their respective Subsidiaries and all other Persons (including the Representatives and Affiliates of any Party or its Subsidiaries); and (e) each Party and its Affiliates are not relying on any representations and warranties in connection with the Transactions except the representations and warranties in Article ‎4 by Covalto and the representations and warranties in Article ‎5 by LIVB. The foregoing does not limit any rights of any Party pursuant to any other Transaction Agreement against any other Party pursuant to such Transaction Agreement to which it is a party or an express third-party beneficiary thereof. Nothing in this ‎Section 11.16 shall relieve any Party of liability in the case of Fraud or willful misconduct committed by such Party.

[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. II
By:	/s/ Alexander Roger Rossi
	Name: Alexander Roger Rossi
	Title: Chief Executive Officer and Chairman

Signature Page to Business Combination Agreement

COVALTO LTD.
By:	/s/ David Solomon Poritz
	Name: David Solomon Poritz
	Title: Co-Chief Executive Officer and Director

Signature Page to Business Combination Agreement

COVALTO MERGER SUB LTD.
By:	/s/ David Solomon Poritz
	Name: David Solomon Poritz
	Title: Director

Signature Page to Business Combination Agreement

ANNEX A

Tax Covenants

(i) For the two-year period beginning on the Closing Date and ending on the second (2nd) anniversary thereof, the Company (or members of the Company’s qualified group within the meaning of Treasury Regulations Section 1.368-1(d)(4)(ii)) shall retain and/or use for working capital, growth and other general corporate purposes at least fifty-percent (50%) of the amount of cash in the Trust Account immediately prior to any LIVB Shareholder Redemptions (or, if the LIVB Shareholder Redemptions result in a lower amount of cash remaining in the Trust Account following such LIVB Shareholder Redemptions, the entire amount of cash in the Trust Account). For clarity, the Company shall be entitled to on loan or contribute any such cash to members of the Company’s qualified group within the meaning of Treasury Regulations Section 1.368-1(d)(4)(ii) and the Company or such qualified group borrower or contributee shall be entitled to use such cash for general corporate purposes, including to pay business expenses and to acquire assets so long as such assets remain within the Company’s qualified group within the meaning of Section 1.368-1(d)(4)(ii) for the remainder of such two-year period, and after such two-year period such cash and/or substitute assets shall not be subject to any of the foregoing restrictions and may be used for any purpose.

(ii) The Company has no present plan or intention (and shall not form any plan or intention prior to the Closing) to (A) liquidate the Surviving LIVB Entity, (B) merge the Surviving LIVB Entity with and into another corporation, excluding, in each case of clause (A) and (B) above (x) any merger of the Surviving LIVB Entity with and into (a) the Company (or an entity that is disregarded from the Company for U.S. federal income tax purposes) or (b) any first-tier subsidiary of the Company (or any entity that is disregarded from any such first-tier subsidiary for U.S. federal income tax purposes), and (y) any merger where the Surviving LIVB Entity is the surviving entity in the merger and continues to be wholly-owned by the Company, or (C) sell or otherwise dispose of the shares of the Surviving LIVB Entity (excluding any transfer that, pursuant to Treasury Regulations Section 1.368-2(k), would not prevent the Merger and the Covalto Contribution to the extent they otherwise qualified as a reorganization under Section 368(a) of the Code from so qualifying).

(iii) The Company and its Subsidiaries have no present plan or intention (and shall not form any plan or intention prior to the Closing) to (1) redeem or otherwise acquire (x) any of the Covalto Class A Ordinary Shares issued to LIVB shareholders pursuant to the Merger or the Covalto Contribution, (y) any of the New Covalto Warrants into which the LIVB Warrants were converted pursuant to the Merger or (z) any of the New Covalto Warrants issued pursuant to the Covalto Contribution; provided, however, the Company may from time to time repurchase Covalto Class A Ordinary Shares and/or New Covalto Warrants if any such repurchases are made on the open market through a broker for the prevailing market price pursuant to an open-market repurchase program as described in Rev. Rul. 99-58; or (2) make any distribution with respect to the Covalto Class A Ordinary Shares issued to LIVB shareholders pursuant to the Merger or the Covalto Contribution other than regular distributions made in the ordinary course of business of the Company.

Annex A

EX-10.1

Exhibit 10.1

THIS MANDATORILY CONVERTIBLE PROMISSORY NOTE AND ANY SECURITIES INTO WHICH THIS MANDATORILY CONVERTIBLE PROMISSORY NOTE IS CONVERTIBLE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR QUALIFIED UNDER ANY STATE OR FOREIGN SECURITIES LAWS. SUCH SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR QUALIFICATION OR AN EXEMPTION THEREFROM UNDER SAID ACT AND ANY APPLICABLE STATE OR FOREIGN SECURITIES LAWS.

MANDATORILY CONVERTIBLE PROMISSORY NOTE

Investment Amount (as defined below) Signing Date: August 17, 2022

FOR VALUE RECEIVED, Covalto Ltd., an exempted company incorporated and existing under the laws of the Cayman Islands (the “Company”), promises to pay to the order of Banco Actinver, S.A. Institución de Banca Múltiple, Grupo Financiero Actinver, División Fiduciaria, acting solely as trustee of the Contrato de Fideicomiso Irrevocable No. 5357 identified as “Fideicomiso LIV SPV” or its successors or assigns (the “Holder”), the principal sum of an amount in United States dollars that is equivalent to 600,000,000 Mexican pesos calculated using the Exchange Rate (as defined in the BCA) as of the Business Day immediately preceding the Closing Date (the “Investment Amount”), or such lesser amount as shall then equal the outstanding principal amount hereof, together with interest accrued from the date of the last interest payment on the unpaid principal balance at a rate equal to seven percent (7.0%) per annum, compounding annually, subject to the terms set forth below. Holder shall pay the Investment Amount no later than September 16, 2022 (such funding date, the “Closing Date”).

The interest rate shall be computed on the basis of the actual number of days elapsed as of the Closing Date and a year of 365 days and shall be payable in cash or, at the Company’s option, in kind by way of addition to the outstanding principal, semi-annually in arrears on December 30, 2022 and June 30, 2023. Interest shall commence on the Closing Date and shall continue on the outstanding principal of this Mandatorily Convertible Promissory Note (this “Note”) until paid or converted in accordance with the provisions hereof. This Note is one of a series of Mandatorily Convertible Promissory Notes (each, an “Additional Note” and together with this Note, collectively the “Notes”) being issued by the Company with an aggregate principal amount of up to $65,000,000, as such amount may be increased by the Company from time to time. Any payment made by the Company with regard to any of the Notes will be made simultaneously with regard to each of the Notes then outstanding pro rata in the same proportion that the outstanding principal balance then due under the Note to be so paid bears to the outstanding aggregate principal balance then due under all of the Notes.

1.  Definitions. For purposes of this Note, the following terms shall have the following meanings:

“A&R M&A” means the Amended and Restated Memorandum and Articles of Association of the Company, as amended and/or restated from time to time.

“Affiliate” of any Person means any other Person Controlling, Controlled by or under common Control with such Person. With respect to the Holder, “Affiliate” shall also include a Related Fund.

“Applicable Law” shall mean, with respect to any Person, all present and future statutes, laws, ordinances, rules, orders and regulations (including stock exchange regulation) of any governmental authority applicable to such Person or any of their respective properties or assets.

“Articles” means the Company’s Amended and Restated Memorandum and Articles of Association, as the same may be amended or restated from time to time.

“Business Day” means any day except Saturday, Sunday or any other day on which commercial banks in the Cayman Islands, Mexico, City, Mexico and/or New York, New York are authorized or required by law to be closed.

“Company Entity” means the Company or any of the Company’s direct or indirect subsidiaries, whether currently existing or established after the date of this Note.

“Control” means, together with its correlative meanings, “Controlling,” “Controlled” and “under common Control with,” the possession, directly or indirectly, of the power to direct or cause the direction of management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

“Conversion” means, together with its correlative meanings “Convert” and “Converted,” with respect to this Note, any of a Qualified Financing Conversion, a Liquidity Event Conversion, a Pre-Redemption Conversion, a Maturity Date Conversion or a Voluntary Conversion.

“Conversion Price” means, with respect to a Conversion of the Notes, the Qualified Financing Conversion Price as set forth in Section 2 hereof, the Liquidity Event Conversion Price as set forth in Section 3 hereof, the Maturity Date Conversion Price as set forth in Section 4 hereof, the Pre-Redemption Conversion Price as set forth in Section 5 hereof, or the Voluntary Conversion Price as set forth in Section 6 hereof, as applicable.

“Convertible Securities” means notes or other securities convertible into or exchangeable for Preference Shares or Ordinary Shares.

“Equity Financing” means a bona fide transaction or series of transactions with the principal purpose of raising equity capital, pursuant to which the Company or its successor issued or issues Financing Securities.

“Financing Securities” means Preference Shares, Ordinary Shares or Convertible Securities issued to investors investing new money in the Company, including by means of a SPAC Transaction, in the context of a Qualified Financing. Notwithstanding this paragraph, the Financing Securities to be issued to the Holder upon conversion of the Notes in connection with

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a Qualified Financing shall have identical rights, privileges, preferences and restrictions as the Financing Securities issued in such Equity Financing to such new money investors, or in the case of Convertible Securities, as the Financing Securities issued to investors in the Company’s most recent bona fide financing (other than the Notes).

“Fully-Diluted Capitalization” means, as of immediately prior to a Conversion of the Notes as set forth herein, the number of outstanding Ordinary Shares of the Company, assuming conversion of all securities convertible into Ordinary Shares and the exercise of all outstanding options and warrants, and shares reserved for issuance under any equity incentive plans of the Company or pursuant to convertible notes and other convertible securities, but excluding the shares issuable upon the Conversion of the Notes.

“Liquidity Event” means (a) an acquisition by, or merger of the Company with or into, another Person, if following such acquisition or merger the holders of the Company’s voting securities immediately prior to the transaction do not Control the Company or the successor entity (excluding new issuances in connection with corporate finance transactions), or (b) a sale by the Company of all or substantially all of its assets.

“Majority Holders” means the holders of a majority in interest of the aggregate principal amount of Notes.

“Ordinary Shares” means ordinary shares of the Company, par value US$0.0001 per share, as the same par value may be revised, or of any successor entity to the Company.

“Person” shall mean and include an individual, a partnership, a corporation (including a business trust), a joint stock company, a limited liability company, an unincorporated association, a joint venture or other entity or a governmental authority.

“Preference Shares” means any Preference Shares (as defined in the A&R M&A), or any other securities of the Company, or any successor entity to the Company, that constitute preference equity securities or preferred equity securities, whether now existing or authorized in the future in connection with an Equity Financing.

“Prior Round Price” means, as of the date of any Conversion, the price per share paid by investors (or, in the case of convertible debt, the conversion price per share) in the Company’s then most recent bona fide equity financing transaction or conversion of Convertible Securities (other than the Notes). For the avoidance of doubt, the Prior Round Price is currently $9.7756 per share, which is the price per share paid by investors in connection with the issuance of the Series B-1 Preference Shares, par value US$0.0001 per share, of the Company.

“Qualified Financing” means an Equity Financing of at least $50,000,000 in gross proceeds; provided that any SPAC Transaction shall be deemed a Qualified Financing without regard to the amount of trust funds that remain following redemptions by the SPAC shareholders; provided further that upon the consummation of a SPAC Transaction that includes a concurrent issuance of Convertible Securities, the SPAC Transaction shall constitute the “Qualified Financing” for purposes of Section 2 herein, and the Qualified Financing Conversion Price set forth in clause (i) of Section 2 shall apply.

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“Related Fund” in relation to a fund, account, co-investment arrangement or other investment vehicle (the “first fund”), means a fund, account, co-investment arrangement or other investment vehicle which is sponsored, managed, advised, administered or arranged by the same investment manager or investment adviser as the first fund or, if it is sponsored, managed, advised, administered or arranged by a different investment manager or investment adviser, a fund, account, co-investment arrangement or other investment vehicle whose investment manager or investment adviser is an Affiliate of the investment manager or investment adviser of the first fund.

“SPAC” means a publicly traded special purpose acquisition company or other similar entity that is a “blank check” company under applicable securities laws.

“SPAC Transaction” means a merger, acquisition or other business combination involving the Company and/or any affiliate thereof and a SPAC.

“Valuation Cap” means $525,000,000.

2.  Qualified Financing Conversion. Immediately upon the consummation of a Qualified Financing, the unpaid principal amount of this Note outstanding, together with all unpaid accrued interest thereon, shall, with no further action on behalf of the Holder or the Company (or its successor), convert into (a) if Preference Shares are issued in the Qualified Financing, capital shares of the Company (or its successor) of the same class as are issued in such Qualified Financing, (b) if Ordinary Shares are issued in such Qualified Financing, and Preference Shares of the Company remain outstanding at such time and will, following the Qualified Financing, remain outstanding, a new series of Preference Shares that is identical in rights to that of the most senior class of such surviving Preference Shares, (c) if Ordinary Shares are issued in the Qualified Financing, and no Preference Shares remain outstanding at such time (including because such Preference Shares converted in accordance with their terms into Ordinary Shares in connection with such Qualified Financing), Ordinary Shares of the Company or (d) if only Convertible Securities are issued in the Qualified Financing, a new series of Preference Shares that is identical in rights to that of the most senior class of Preference Shares surviving such Qualified Financing (or, if no Preference Shares remain outstanding at such time (including because such Preference Shares converted in accordance with their terms into Ordinary Shares in connection with such Qualified Financing), Ordinary Shares of the Company); at a conversion price (the “Qualified Financing Conversion Price”) (i) in the case of (a), (b) and (c), equal to the lower of: (1) eighty percent (80%) of the lowest price per share paid by investors in the Qualified Financing; and (2) the quotient obtained by dividing (x) the Valuation Cap by (y) the Fully-Diluted Capitalization or (ii) in the case of (d), equal to $9.7756 per share (such conversion, a “Qualified Financing Conversion”).

3.  Liquidity Event Conversion. In connection with the consummation of a Liquidity Event, the unpaid principal amount of this Note outstanding, together with all unpaid accrued interest thereon, shall, with no further action on behalf of the Holder, convert (a “Liquidity Event Conversion”) into (a) a new series of Preference Shares that is identical in rights to that of the most senior class of Preference Shares then issued and outstanding, or (b) if no Preference Shares are then outstanding (including because such Preference Shares converted in accordance with their terms into Ordinary Shares in connection with such Liquidity Event), into Ordinary

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Shares, in each case at a conversion price (the “Liquidity Event Conversion Price”) equal to the quotient obtained by dividing (i) the lesser of (A) the Valuation Cap and (B) eighty percent (80%) of the valuation ascribed to the Company in connection with the Liquidity Event by (ii) the Fully-Diluted Capitalization (but excluding any increase at such time in the number of shares reserved for issuance under any equity incentive plans of the Company) (such conversion, a “Liquidity Event Conversion”). For the avoidance of doubt, to the extent any Preference Shares resulting from a Liquidity Event Conversion would, pursuant to their terms, otherwise convert into Ordinary Shares in connection with such Liquidity Event Conversion, then such Preference Shares shall immediately convert into Ordinary Shares in connection with the Liquidity Event, at the conversion price set forth above in this Section 3.

4.  Maturity. If no Qualified Financing Conversion or Liquidity Event Conversion occurs prior to July 7, 2023 (the “Maturity Date”), then the unpaid principal amount of this Note outstanding, together with all unpaid accrued interest thereon, shall, immediately on the Maturity Date with no further action on behalf of the Holder, convert into (a) a new series of Preference Shares that is identical in rights to that of the most senior class of Preference Shares then issued and outstanding or (b) if no Preference Shares are then outstanding, into Ordinary Shares, at a conversion price (the “Maturity Date Conversion Price”) equal to the lower of (i) the Prior Round Price and (ii) the quotient obtained by dividing (x) the Valuation Cap, by (y) the Fully-Diluted Capitalization (but excluding any increase at such time in the number of shares reserved for issuance under any equity incentive plans of the Company) (such price, the “Maturity Date Conversion Price” and such conversion, the “Maturity Date Conversion”.

5.  Company Redemption. This Note may be redeemed by the Company, in whole or in part, for cash in the amount of the unpaid principal amount of this Note outstanding, together with all unpaid accrued interest thereon, as well as the remaining scheduled payments of interest on such Notes to the Maturity Date as if such Notes were to be redeemed on the Maturity Date, at any time, subject to fifteen (15) Business Days’ notice (“Company Prepayment Notice”) to the Holder as set forth in Section 23. Upon receipt of a Company Prepayment Notice, the Holder shall have the right, but not the obligation, by notice to the Company no later than ten (10) Business Days following its receipt of the Prepayment Notice, to elect to convert the principal amount of this Note outstanding, together with all unpaid accrued interest thereon, into (a) a new series of Preference Shares that is identical in rights to that of the most senior class of Preference Shares then issued and outstanding or (b) if no Preference Shares are then outstanding, into Ordinary Shares, at a conversion price (the “Pre-Redemption Conversion Price”) equal to the lower of (i) the Prior Round Price and (ii) the quotient obtained by dividing (x) the Valuation Cap, by (y) the Fully-Diluted Capitalization (but excluding any increase at such time in the number of shares reserved for issuance under any equity incentive plans of the Company) (such conversion, a “Pre-Redemption Conversion”). The Company agrees that it shall not, for the purpose of inducing the Holder to effect a Pre-Redemption Conversion at the Pre-Redemption Conversion Price, issue a Company Prepayment Notice in contemplation of an imminent Qualified Financing or Liquidity Event in which the Conversion Price applicable to the Holder would be lower than the Pre-Redemption Conversion Price.

6.  Voluntary Conversion. The Holder, at its sole discretion, at any time and from time to time prior to the occurrence of a Qualified Financing Conversion, Liquidity Event Conversion, Maturity Date Conversion, Company redemption or Pre-Redemption Conversion,

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may, upon fifteen (15) Business Days’ prior notice to the Company (the “Voluntary Conversion Notice”), elect to convert the full principal amount of the Note, with all unpaid accrued interest thereon, into (a) a new series of Preference Shares that is identical in rights to that of the most senior class of Preference Shares then issued and outstanding or (b) if no Preference Shares are then outstanding, into Ordinary Shares, at a conversion price (the “Voluntary Conversion Price”) equal to the quotient obtained by dividing (i) the Valuation Cap, by (ii) the Fully-Diluted Capitalization (but excluding any increase at such time in the number of shares reserved for issuance under any equity incentive plans of the Company) (such conversion, a “Voluntary Conversion”). For the avoidance of doubt, the Holder shall be under no obligation at any time to exercise its right to effect a Voluntary Conversion.

7.  Conversion Conditions. (a) If required by Applicable Law, approval by the Comisión Nacional Bancaria y de Valores (México) (“CNBV”) of any Conversion of the Notes into capital shares of the Company shall be a condition to such Conversion. The Holder shall cooperate with the Company to achieve such CNBV authorization of its ownership interest and shall timely provide the information required by the CNBV, including from time-to-time as the Company reasonably requests.

(b) Holder understands and agrees that the Conversion of this Note into securities of the Company may require Holder’s execution of certain customary agreements relating to the purchase and sale of such securities as well as registration, co-sale, rights of first refusal, rights of first offer and voting rights, if any, relating to such securities, as may be requested by the Company from time-to-time, which execution by Holder, to the extent such agreements are required of other holders of securities of the Company, shall not be unreasonably withheld, conditioned or delayed. The Company agrees that in connection with the Conversion of the Notes, it shall execute with the Holder any of the agreements referenced in the preceding sentence that it has executed with other holders of the relevant class of the Company’s securities.

8.  Anti-Dilution; Additional Consideration. (a) If, following the Closing Date with respect to this Note and prior to any Conversion, the Company shall issue any Additional Shares (as defined in the A&R M&A) in an Equity Financing that does not constitute a Qualified Financing, without consideration or for a consideration per share that is based on a valuation that is lower than $500,000,000 (a “Down-Round Financing”); then, upon a subsequent Conversion of the Notes, the applicable Conversion Price shall be adjusted to a price determined by multiplying such Conversion Price by a fraction, the numerator of which shall be the number of Ordinary Shares Outstanding (as defined in the A&R M&A) immediately prior to such Down-Round Financing plus the number of Ordinary Shares that the aggregate consideration received by the Company for such Down-Round Financing would purchase at such Conversion Price; and the denominator of which shall be the number of Ordinary Shares Outstanding immediately prior to the Down-Round Financing plus the number of such Additional Shares. The provisions of Sections 7.4.4(i)(B)-(E) of the A&R M&A shall apply mutatis mutandis to such Down-Round Financing, as if set forth herein.

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(b) Reference is made to the Business Combination Agreement, dated as of August 17, 2022, by and among the Company, LIV Capital Acquisition Corp. II (the “SPAC”) and Covalto Merger Sub Ltd. (the “BCA”). If this Note is Converted pursuant to Section 2 upon the transactions contemplated by the BCA, the Holder agrees to sign a customary lock-up agreement with respect to the Ordinary Shares issued to Holder, for a period of six (6) months following the Conversion, in form and substance substantially similar to that signed by other shareholders of the Company. If the Termination Fee (as defined in the BCA) becomes payable by the Company to the SPAC, then upon the subsequent Conversion of the Notes in accordance with their terms, the Company shall issue an additional 1,025,000 shares, of the most senior class of Preference Shares then outstanding, or if no Preference Shares are then outstanding, into Ordinary Shares, into which the Notes are Converted (the “Additional Consideration”), which Additional Consideration shall be distributed pro rata among the holders of Notes, in proportion to the outstanding principal balance of Notes held by each holder to the outstanding aggregate principal balance then due under all of the Notes; provided that the Holder shall receive no less than 525,000 shares of the most senior class of Preference Shares then outstanding, or if no Preference Shares are then outstanding, Ordinary Shares, in all events; provided further, that no Additional Consideration shall be deliverable if the Notes Convert pursuant to: (i) a Liquidity Event Conversion that occurs prior to the Maturity Date; (ii) a Qualified Financing Conversion that occurs prior to the Maturity Date (but only if the Company’s Equity Securities are publically listed on the NYSE or NASDAQ upon the consummation thereof); or (iii) with respect to any holder of Notes, a Voluntary Conversion that occurs prior to the Maturity Date with respect to such Notes. 

9.  Form of Payment. If the Holder does not make payment of the Investment Amount by the Closing Date to the account or accounts specified by the Company, then the Company shall be relieved of its obligations pursuant to this Note and any portion of the Investment Amount made by the Holder shall be returned to the Holder; provided that this sentence shall not be construed as limiting the Holder’s contractual obligation to make such payment. All payments of interest and principal (other than payment by way of Conversion) shall be in lawful money of the United States of America to the Holder, to the account or accounts specified by the Holder from time to time. All payments shall be applied first to Costs, then to accrued interest, and thereafter to principal.

10.  Security; Priority. This Note is a general unsecured obligation of the Company. All obligations in respect of this Note shall be unsecured indebtedness of the Company, and all liens and security interests in respect of the Note shall be junior to any and all current and future secured indebtedness of the Company and pari passu in right of payment with any and all current and future unsecured indebtedness of the Company. This Note shall rank senior to any and all current and future preferred stock or common equity of the Company.

11.  Default.

(a)  Events of Default. For purposes of this Note, any of the following events, which shall occur, shall constitute an “Event of Default”:

(i)  any amount payable (including principal amount, interests accrued thereto and any other amount payable hereunder) under this Note is not paid when and as the same shall become due and payable;

(ii)  any Company Entity shall (A) apply for, is subject to, or consent to the appointment of a receiver, trustee, custodian or liquidator (or any analogous entities) of itself or any part of its property, (B) become subject to the appointment of a receiver, trustee, custodian or liquidator (or any analogous entities) for itself or any part of its property, if such appointment is not terminated or dismissed within sixty (60) days, (C) make an assignment for the benefit of creditors, (D) fail generally or admit in writing to

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its inability to pay its debts as they become due, (E) institute any proceedings under the United States Bankruptcy Code or any other federal, state or foreign (including, without limitation, those of Cayman Islands and Mexico) bankruptcy, reorganization, receivership, insolvency or other similar law affecting the rights of creditors generally, or file a petition or answer seeking reorganization or an arrangement with creditors to take advantage of any insolvency law, or file an answer admitting the material allegations of a bankruptcy, reorganization or insolvency petition filed against it, or (F) become subject to any involuntary proceedings under the United States Bankruptcy Code or any other federal, state or foreign (including, without limitation, those of Cayman Islands and Mexico) bankruptcy, reorganization, receivership, insolvency or other similar law (including without limitation banking laws in case of financial institutions) affecting the rights of creditors generally, which proceeding is not dismissed within sixty (60) days of filing, or have an order for relief entered against it in any proceeding under the United States Bankruptcy Code or any other federal, state or foreign bankruptcy, reorganization, receivership, insolvency or other similar law affecting the rights of creditors generally; or

(iii)  any Company Entity shall (A) liquidate, wind up or dissolve (or suffer any liquidation, wind-up or dissolution), (B) suspend its operations, (C) be subject to prudential measures in case of financial institutions, or (D) take any action to authorize any of the actions or events set forth above in this Section 11(a).

(b)  Consequences of Events of Default.

(i)  If any Event of Default shall occur for any reason, whether voluntary or involuntary, and be continuing, the Majority Holders may declare the outstanding indebtedness under the Notes and any unpaid accrued interest to be due and payable, whereupon the outstanding indebtedness under this Note shall be and become immediately due and payable, and the Company, upon notice or demand shall immediately pay to the Majority Holders on a pro rata basis all such indebtedness; provided that upon the occurrence of any Event of Default described in Section 11(a)(ii) above, and without any action on behalf of any Holder, all indebtedness under the Notes shall automatically be due immediately without notice of any kind; and

(ii)  The Holder shall also have any other rights which the Holder may have been afforded under any contract or agreement at any time and any other rights which the Holder may have under Applicable Law, and upon any Event of Default the Majority Holders may, immediately and without expiration of any period of grace, enforce payment of all amounts due and owing under the Notes and exercise any and all other remedies available at law, in equity or otherwise.

12.  No Rights as Shareholder. Except as otherwise specified in connection with a Conversion pursuant to Section 7(b) of this Agreement, this Note, as such, shall not entitle the Holder to any rights as a shareholder of the Company.

13.  Representations and Warranties of the Company. The Company hereby represents and warrants to the Holder, as of the Closing Date, as to each representation and warranty set forth on Annex A hereto and that:

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(a)  Due Organization, Good Standing and Qualification. The Company (i) is an exempted company duly organized, validly existing and in good standing under the laws of the Cayman Islands; (ii) has the power and authority to own, lease and operate its properties and carry on its business as now conducted; and (iii) is duly qualified, licensed to do business and in good standing as a foreign corporation in each jurisdiction where the failure to be so qualified or licensed could reasonably be expected to have a material adverse effect on the Company.

(b)  Authority. The execution, delivery and performance by the Company of this Note and the consummation of the transactions contemplated hereby (i) is within the power of the Company and (ii) has been duly authorized by all necessary actions on the part of the Company.

(c)  Valid Issuance. This Note and the Preference Shares and/or Ordinary Shares that may be issuable upon Conversion hereof, respectively (collectively, the “Securities”), when issued, sold, and delivered in accordance with the terms of this Note, as applicable, will, subject to their registration in register of members of the Company, be duly and validly issued, fully paid and nonassessable and free of restrictions on transfer and liens or encumbrances and, based in part upon the Company’s reliance upon the representations of the Holder and subject to any filings pursuant to Regulation D of the Securities Act of 1933, as amended (the “Act”), if applicable, will be issued in compliance with all applicable federal, state and foreign securities laws. The issuance of the Preference Shares and/or Ordinary Shares that may be issuable upon Conversion hereof, will be made in compliance with Applicable Law.

(d)  Enforceability. This Note has been duly executed and delivered by the Company and constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity.

(e)  Non-Contravention. The execution and delivery by the Company of this Note and the performance and consummation of the transactions contemplated thereby do not and will not (i) violate the Company’s Memorandum and Articles of Association or any material judgment, order, writ, decree, statute, rule or regulation applicable to any Company Entity; (ii) violate any provision of, or result in the breach or the acceleration of, or entitle any other Person to accelerate (whether after the giving of notice or lapse of time or both), any mortgage, indenture, agreement, instrument or contract to which any Company Entity is a party or by which it is bound; or (iii) result in the creation or imposition of any lien upon any property, asset or revenue of any Company Entity or the suspension, revocation, impairment, forfeiture, or non-renewal of any permit, license, authorization or approval applicable to any Company Entity, the businesses or operations of any Company Entity, or any of the assets or properties of any Company Entity.

(f)  Approvals. No consent, approval, order or authorization of, or registration, declaration or filing with, any governmental authority or other Person (including, without limitation, the shareholders of any Person) is required in connection with the execution and delivery of this Note executed by the Company and the performance and consummation of the transactions contemplated thereby, including without limitation, any Conversion, other than such as have been obtained and remain in full force and effect as of the date hereof, and other than as set forth in Section 7 or such qualifications or filings under applicable securities laws as may be

9 

required in connection with the transactions contemplated by this Note, and other than the necessary corporate approval for the authorization and issuance of Financing Securities into which this Note may be Converted pursuant to the terms herein; provided that the Company agrees to use best efforts to obtain all such approvals prior to any Conversion of the Notes.

(g)  Litigation. To the Company’s knowledge, there are (i) no outstanding actions, claims, arbitration, proceedings or investigations against the Company; (ii) no suits, actions, claims, arbitration, proceedings or investigations that are pending and, to the Company’s knowledge no such suits, actions, claims, arbitration, proceedings or investigations are threatened; (iii) no investigations by any governmental authority which are pending or to the Company’s knowledge threatened against the Company, which in the case of each of clauses (i), (ii) and (iii) above, challenge or may have the effect of preventing, delaying, making illegal or otherwise interfering or affecting the existence, validity or enforceability of this Note, any of the transactions contemplated hereby or the performance by the Company of its obligations under this Note.

(h)  Bankruptcy. The Company has not commenced or contemplated any proceeding, or filed or contemplated the filing of any petition, in any court relating to the bankruptcy, reorganization, insolvency, dissolution, liquidation or relief from debtors. There is no legal basis for the bankruptcy, insolvency, dissolution or liquidation of the Company.

(i)  Compliance with Laws. To its best knowledge, the Company complies in all material respects with Applicable Laws. To its knowledge, the Company owns or possesses, and is in compliance with, all of the licenses, permits, franchises, certificates, authorizations, approvals, classifications, registrations and other similar documents and authorizations issued by any Governmental Authority (in each case that are required for the operation of the business of the Company as presently conducted), which are necessary to enable it to carry on the business of the Company in compliance with Applicable Laws and substantially as presently conducted and to own, lease, use or operate its assets and properties as such assets and properties are presently owned, leased, used or operated in connection with the business of the Company. To the Company’s knowledge, all of such Permits are valid, binding and in full force and effect.

(j)  Sufficiency of Assets. The Company owns good title to, or holds a valid leasehold interest in, all of the material tangible property used by it in the conduct of the business of the Company as presently conducted, free and clear of all liens, except such encumbrances and liens that arise in the ordinary course of business and do not materially impair the Company’s ownership or use of such property or assets. The assets of the Company include all material assets, properties and rights owned, used or held for use in the operation of the business of the Company as currently conducted.

(k)  Accuracy of Information Furnished. The Note and none of the other certificates, statements or information furnished to the Holders by or on behalf of the Company in connection with the Notes or the transactions contemplated hereby or thereby contains or will contain any untrue statement of a material fact or omits or will omit to state a material fact necessary to make the statements herein or therein, in light of the circumstances under which they were made, not misleading.

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(l)  Intellectual Property. To the knowledge of the Company (without having conducted any special investigation or patent search), the Company owns or possesses or can obtain on commercially reasonable terms sufficient legal rights to all patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses (software or otherwise), information, processes and similar proprietary rights (“Intellectual Property”) necessary to the business of the Company as currently conducted or presently proposed to be conducted without any conflict with or infringement of the rights of others. The Company has not received any written communication alleging that the Company has violated any of the Intellectual Property rights of any other party, nor is the Company aware of any basis therefor.

14.  Representations and Warranties of the Holder. The Holder hereby represents and warrants to the Company that, as of the Closing Date:

(a)  Authority. The execution, delivery and performance by the Holder of this Note and the consummation of the transactions contemplated hereby (i) are within the power of the Holder and (ii) have been duly authorized by all necessary actions on the part of the Holder.

(b)  Purchase Entirely for Own Account. The Holder acknowledges that this Note is being issued in reliance upon the Holder’s representation to the Company, which the Holder hereby affirms, that the Securities will be acquired for investment for the Holder’s own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and that the Holder has no present intention of selling, granting any participation in, or otherwise distributing the same. By executing this Note, the Holder further represents that the Holder does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participation to such person or to any third person with respect to the Securities. The Holder represents that it has full power and authority to enter into this Note.

(c)  Access to Information. The Holder acknowledges that the Company has given the Holder access to the corporate records and accounts of the Company and to all information in its possession relating to the Company, has made its directors and representatives available for interview by the Holder, and has furnished the Holder with all documents and other information required for the Holder to make an informed decision with respect to the purchase of this Note.

(d)  Investment Experience and Suitability. The Holder is able to fend for itself, can bear the economic risk and withstand a complete loss of its investment and has such knowledge and experience in financial or business matters that it is capable of evaluating the merits and risks of the investment in the Securities. The investment in the Securities is suitable for the Holder based upon its investment objectives and financial needs, and the Holder has adequate net worth and means for providing for its current financial needs and contingencies and has no need for liquidity of investment with respect to the Securities. The Holder’s overall commitment to investments that are illiquid or not readily marketable is not disproportionate to its net worth, and investment in the Securities will not cause such overall commitment to become excessive.

(e)  Accredited Investor. The Holder is an “accredited investor” within the meaning of Rule 501 of Regulation D promulgated by the Securities and Exchange Commission (“SEC”), as presently in effect, the meaning of which is understood by the Holder.

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(f)  Restricted Securities; No Public Market. The Holder understands that this Note and the Securities are characterized as “restricted securities” under the federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering, and that under such laws and applicable regulations such securities may be resold without registration under the Act only in certain limited circumstances. The Holder represents that it is familiar with SEC Rule 144, as presently in effect, and understands the resale limitations imposed thereby and by the Act. The Holder understands that no public market now exists for any securities issued by the Company, and that the Company has made no assurances that a public market for the Securities will ever exist.

(g)  Further Limitations on Disposition.

(i)  Without in any way limiting the representations set forth above, the Holder further agrees not to make any disposition of all or any portion of the Securities unless and until the transferee has agreed in writing for the benefit of the Company to be bound by this Section 14(g) and:

(A)  there is then in effect a Registration Statement under the Act covering such proposed disposition and such disposition is made in accordance with such Registration Statement; or

(B)  (1) the Holder shall have notified the Company of the proposed disposition and shall have furnished the Company with a reasonably detailed statement of the circumstances surrounding the proposed disposition, and (2) if requested by the Company, the Holder shall have furnished the Company with an opinion of counsel, satisfactory to the Company, that such disposition will not require registration of such shares under the Act; provided, however, that in each case the documentation set forth in this subsection (2) shall not be required for transfers to Affiliates of the Holder.

(h)  Legends. It is understood that the Preference Shares or Ordinary Shares into which this Note may be Converted may bear the following legends in addition to any legends required by the laws of any State in which such Securities are issued:

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

15.  Lost, Stolen, Destroyed or Mutilated Note. In case this Note shall be mutilated, lost, stolen or destroyed, the Company shall issue a new Note of like date, tenor and denomination and deliver the same in exchange and substitution for and upon surrender and

12 

cancellation of the mutilated Note, or in lieu of the Note lost, stolen or destroyed, upon receipt of evidence satisfactory to the Company of the loss, theft or destruction of this Note.

16.  Severability. In the event any one or more of the provisions of this Note is for any reason held to be invalid, illegal or unenforceable, in whole or in part or in any respect, or in the event that any one or more of the provisions of this Note operate or would prospectively operate to invalidate this Note, then and in any such event, such provision(s) only will be deemed null and void and will not affect any other provision of this Note and the remaining provisions of this Note will remain operative and in full force and effect and will not be affected, prejudiced, or disturbed thereby.

17.  Assignment. This Note applies to, inures to the benefit of and binds the successors and permitted assigns of the parties hereto; provided, however, that neither party may assign its rights or obligations under this Note, by operation of law or otherwise, without the prior written consent of the other party hereto; and provided further, at the request of the Holder, such consent of the Company shall not be unreasonably withheld. Notwithstanding the foregoing, Holder may assign its rights and obligations under this Note to (i) any of its Affiliates without the consent of the Company, and (ii) upon and during the occurrence of an Event of Default, any party without the consent of the Company.

18.  Remedies Cumulative; Failure or Indulgence Not a Waiver. The remedies provided in this Note shall be cumulative and in addition to all other remedies available under this Note, Applicable Law and any other agreements between the Holder and the Company. No failure or delay on the part of the Holder in the exercise of any power, right or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or of any other right, power or privilege.

19.  Excessive Interest. Notwithstanding any other provision herein to the contrary, this Note is hereby expressly limited so that the interest rate charged hereunder shall at no time exceed the maximum rate permitted by Applicable Law. If, for any circumstance whatsoever, the interest rate charged exceeds the maximum rate permitted by Applicable Law, the interest rate shall be reduced to the maximum rate permitted, and if the Holder shall have received an amount that would cause the interest rate charged to be in excess of the maximum rate permitted, such amount that would be excessive interest shall be applied to the reduction of the principal amount owing hereunder (without charge for prepayment) and not to the payment of interest, or if such excessive interest exceeds the unpaid balance of principal, such excess shall be refunded to the Company.

20.  Waiver of Notice. To the extent permitted by Applicable Law, the Company hereby waives demand, notice, protest and all other demands and notices in connection with the delivery, acceptance, performance, default or enforcement of this Note.

21.  Costs. The Company hereby agrees, subject only to any limitation imposed by Applicable Law, to pay all reasonable and documented expenses in the aggregate, including attorneys’ fees and legal expenses, incurred by the Holder in endeavoring to collect any amounts hereunder which are not paid when due, whether by declaration or otherwise (collectively,

13 

“Costs”). The Company agrees that any delay on the part of the Holder in exercising any rights hereunder shall not operate as a waiver of such rights, it being understood that no waiver of any kind shall be valid unless in writing and signed by the Person waiving such right.

22.  Amendment; Initial Investor Matters. (a) Any provision of this Note may be amended, waived or modified only upon the written consent of the Company and (i) the Holder or (ii) the Majority Holders; provided that no amendment without the consent of the Holder shall (x) reduce the principal of, or the rate of interest on, this Note; or (y) postpone any date fixed by this Note for any payment of principal, interest, fees or other amounts due to the Holder.

(b) In the event that the Company issues Additional Notes that include any term or terms more favorable, in any material respect, to the holder thereof, than those terms provided to the Holder of this Note, the Company shall promptly notify the Holder of the same, offering to provide the Holder with the right (by notice to the Company no later than ten (10) Business Days after receipt of notice from the Company) to amend this Note to incorporate such more favorable terms.

23.  Notices. All notices and other communications hereunder shall be in writing and shall be deemed duly given (a) on the date of delivery if delivered personally or by e-mail, (b) on the first Business Day following the date of dispatch if delivered utilizing a next-day service by a recognized next-day courier or (c) on the earlier of confirmed receipt or the fifth (5^th) Business Day following the date of mailing if delivered by registered or certified mail, return receipt requested, postage prepaid. All notices hereunder shall be delivered to the addresses set forth below, or pursuant to such other instructions as may be designated in writing by the party to receive such notice:

If to the Holder:

Banco Actinver, S.A. Institución de Banca Múltiple, Grupo Financiero Actinver, División Fiduciaria, acting solely as trustee of the Contrato de Fideicomiso Irrevocable No. 5357 identified as “Fideicomiso LIV SPV”

Address: Montes Urales Núm. 620 Piso 1

Col. Lomas de Chapultepec IV Sección

Miguel Hidalgo, C.P. 11000

Ciudad de México, México

Attention: División Fiduciaria

Email: arossi@livcapital.mx; mdavila@livcapital.mx; hzesati@livcapital.mx

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

Administradora LIV Capital, S.A.P.I. de C.V.

Pedregal Núm. 24 Piso 6

Col. Molino del Rey

Miguel Hidalgo, C.P. 11040

Ciudad de México, México
Attention: Mariana Romero

Email: mromero@livcapital.mx

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If to the Company:

Covalto Ltd.
Boulevard Miguel de Cervantes Saavedra
233 Piso 16, Granada, 11520
Ciudad de México, CDMX

Attention: David Poritz and Eduardo Mendoza

Telephone: +1 800-269-0041

Email: dporitz@credijusto.com; emendoza@credijusto.com

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

Simpson Thacher & Bartlett LLP
425 Lexington Av
New York, NY 10017
Attention: S. Todd Crider
Telephone: +1 212-455-2664

Email: tcrider@stblaw.com

24.  Confidentiality; Public Statements. Holder agrees to use the same degree of care as Holder uses to protect its own confidential information for any proprietary or confidential information obtained with respect to the Company in connection with this Note or Holder’s evaluation of the transactions contemplated hereby (the “Information”). Holder acknowledges that it will not disclose such Information without the prior written consent of the Company except such information that (a) was in the public domain prior to the time it was furnished to Holder, (b) is or becomes (through no willful improper action or inaction by Investor) generally available to the public, (c) was in its possession or known by Investor without restriction prior to receipt from the Company, (d) was rightfully disclosed to Investor by a third party without restriction or (e) was independently developed without any use of the Company’s confidential information. Notwithstanding the foregoing, (i) Holder may disclose such Information to Holder’s and its Affiliates’ (but excluding portfolio companies) respective directors, managers, officers, employees, consultants, professional advisors and actual and prospective investors who reasonably need to know the information for the purposes of this Note and the transactions contemplated hereby that are informed of the confidential nature of the Information and owe a duty of confidentiality to Holder (each of the foregoing Persons, a “Permitted Disclosee”) and (ii) this Section 24 shall not prohibit Holder or any Permitted Disclosee from making any disclosures required by Applicable Law. The Company hereby agrees that it shall not issue any announcement or press release or make any public statement or other public disclosure relating to this Note or to the identity of Holder (or its members, partners, Affiliates or Related Funds), as a lender to or investor in the Company unless such announcement or release is previously agreed to by Holder in writing. Notwithstanding the foregoing, the Company may, without the prior written approval of Holder, make disclosures required by Applicable Law.

25.  Governing Law; Submission to Jurisdiction. This Note, and any claim, controversy or dispute arising under or related to this Note, shall be governed by and construed

15 

in accordance with the laws of the State of New York without reference to principles of conflicts of law. Each of the parties to this Note irrevocably and unconditionally submits to the exclusive jurisdiction and venue of any State or Federal court sitting in New York City over any action, suit, proceeding, claim or controversy (including without limitation any derivative claim) arising out of or relating to this Note or any other matter contemplated hereby. Each of the parties to this Note irrevocably and unconditionally waives any objection to the laying of venue of any such action brought in any such court and any claim that any such action has been brought in an inconvenient forum.

(Signature Page Follows)

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IN WITNESS WHEREOF, the Company has caused this Note to be duly executed by an authorized signatory, thereunto duly authorized as of the date first above written.

COVALTO LTD.
By:	/s/ David Solomon Poritz
	Name: David Solomon Poritz
	Title: Co-Chief Executive Officer and Director

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This Note is hereby accepted and agreed to by the Holder on and as of the date first above written.

BANCO ACTINVER, S.A. INSTITUCIÓN DE BANCA MÚLTIPLE, GRUPO FINANCIERO ACTINVER, DIVISIÓN FIDUCIARIA, ACTING SOLELY AS TRUSTEE OF THE CONTRATO DE FIDEICOMISO IRREVOCABLE NO. 5357 IDENTIFIED AS “FIDEICOMISO LIV SPV”
By:	/s/ Edgar Israel Valdez Ortiz
	Name: Edgar Israel Valdez Ortiz
	Title:   Trustee Delegate

By:	/s/ Fernando Javier Lepine Camerena
	Name: Fernando Javier Lepine Camerena
	Title:   Trustee Delegate

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ANNEX A TO MANDATORILY CONVERTIBLE NOTE

Terms used but not defined in this Annex A shall have the meanings given to them in the Mandatorily Convertible Note to which this Annex A is attached.

The Company hereby represents and warrants to the Holder that, as of the Closing Date:

1.1Compliance with Anti-Money Laundering Laws. The operations of the Company and its Subsidiaries are, and have been conducted, in material compliance with all applicable anti-money laundering laws and regulations of the United States, Mexico or any other jurisdiction applicable to the Company and its Subsidiaries (collectively, the “Anti-Money Laundering Laws”), and no action, suit, investigation, audit, inquiry or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company with respect to the Anti-Money Laundering Laws is pending or, to the knowledge of the Company, threatened, it being understood that the Company receives and has received communications from, and visits by, such governmental agencies, based upon such Anti-Money Laundering Laws, in connection with its day-to-day activities.

1.2Assets of the Company. (i) The assets and/or capital resources of the Company are of legal origin, and (ii) to the Company’s knowledge, no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving a forfeiture procedure (extinción de dominio) or other enforcement action related to the National Forfeiture Law (Ley Nacional de Extinción de Dominio) or any other forfeiture law related to its assets, capital resources and/or rights derived thereto, exists or is in effect.

1.3Foreign Corrupt Practices Act. (a) Neither the Company nor any of its Subsidiaries, nor, to the knowledge of the Company, any of their respective officers, directors or employees, nor any agents or other third-party representatives acting on behalf of the Company or any of its Subsidiaries, has made any unlawful payment or given, offered, promised, or authorized or agreed to give any money or anything of value directly, or, to the knowledge of the Company, indirectly, to or from any “foreign official” (as such term is defined in the U.S. Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”)), any Government Official or other Person in material violation of any applicable Anti-Corruption Laws or for the purpose of (i) influencing any official act or decision of such Government Official, party or candidate, (ii) inducing such Government Official, party or candidate to use his, her or its influence to affect any act or decision of a foreign Governmental Authority, or (iii) securing any improper advantage, in the case of (i), (ii) and (iii) above in order to assist the Company, any of its Subsidiaries or any of its Affiliates in obtaining or retaining business for or with, or directing business to, any person. Neither the Company nor, to the knowledge of the Company, any of its directors, officers, employees, or agents have made or authorized any bribe, kickback or other unlawful payment of funds or received or retained any funds, in each case in violation of any applicable Law, rule or regulation.

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(b)In the past five years, neither the Company nor any of its Subsidiaries has received from any Governmental Authority any notice, inquiry, internal or external allegation, or made any voluntary or involuntary disclosure to a Governmental Authority, concerning any actual or potential violation related to Trade Controls or Anti-Corruption Laws (including but not limited to the FCPA). The Company and each of its Subsidiaries have maintained and enforced policies, procedures and internal controls (including, but not limited to, accounting systems, purchasing systems and billing systems) reasonably designed to ensure compliance with applicable Anti-Corruption Laws (including but not limited to the FCPA).

1.4Compliance with Applicable Laws. The Company and each of its Subsidiaries is in compliance with all Applicable Laws (including with respect to labor, profit sharing and social security practices), in all material respects.

1.5No Public Investors. For purposes of LIV SPV’s compliance with the Disposiciones de carácter general que establecen el regimen de inversion al que deberán sujetarse las Sociedades de Inversión Especializadas de Fondos para el Retiro, the Company represents to the Holder that no Mexican trusts issuing Certificados Bursátiles de Desarrollo or Certificados Bursátiles para Proyectos de Inversión, which have Sociedades de Inversión Especializadas de Fondos para el Retiro as investors, will invest in the Company simultaneously with the Holder on the date hereof.

1.6Limitation of Liability. The Parties hereby (i) acknowledge that Banco Actinver, S.A., Institución de Banca Múltiple, Grupo Financiero Actinver is acting solely in its capacity as trustee pursuant to the Contrato de Fideicomiso Irrevocable Número 5357 identified as “LIV SPV”, and accordingly (ii) agree that the trustee shall only be liable under this Note up to an amount equal to the Investment Amount and up to the assets that comprise their trust estate under the aforementioned Contrato de Fideicomiso Irrevocable Número 5357 identified as “LIV SPV”, and, as such, under no circumstance shall it be held liable with its own assets.

1.7Use of Proceeds. The Company represents and warrants that it will use, and as of the Closing date has used, the Investment Amount, to fund the operations and activities of, or for the benefit of, its Mexican Subsidiaries.

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EX-10.2

Exhibit 10.2

Execution Version

COMPANY VOTING AGREEMENT

This COMPANY VOTING AGREEMENT (this “Agreement”) is made and entered into as a deed on August 17, 2022, by and among LIV Capital Acquisition Corp. II, a Cayman Islands exempted company (“LIVB”), Covalto Ltd., a Cayman Islands exempted company (“Covalto”), and certain holders of the Equity Securities of Covalto set forth on Schedule 1 hereto (each, individually, a “Supporting Holder” and, collectively, the “Supporting Holders”). LIVB, Covalto and the Supporting Holders shall be referred to herein from time to time collectively as the “Parties”. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Business Combination Agreement (as defined below).

WHEREAS, LIVB, Covalto and the other parties thereto have entered into that certain Business Combination Agreement, dated as of the date hereof (as it may be amended, restated or otherwise modified from time to time in accordance with its terms, the “Business Combination Agreement”) pursuant to which, among other things, LIVB will merge with a wholly owned newly-incorporated subsidiary of Covalto, with LIVB surviving as a wholly owned subsidiary of Covalto (together with the other transactions contemplated thereby, the “Transaction”);

WHEREAS, as of the date hereof, each Supporting Holder is the record owner, as applicable, of (1) the number of Covalto Ordinary Shares set forth across from such Supporting Holder’s name on Schedule 1 under the column heading “Subject Covalto Ordinary Shares,” and/or (2) the number of Covalto Preferred Shares of the series of such Covalto Preferred Shares as set forth across from such Supporting Holder’s name on Schedule 1 under the column heading “Subject Covalto Preferred Shares” (such Covalto Ordinary Shares and Covalto Preferred Shares, together with any other Equity Securities issued by Covalto that a Supporting Holder may hereafter acquire, the “Supporting Holder Equity Securities”);

WHEREAS, the Business Combination Agreement contemplates that the Parties will enter into this Agreement concurrently with the entry into the Business Combination Agreement by the parties thereto, pursuant to which, among other things, each Supporting Holder will agree to vote, at a duly called meeting of the shareholders of Covalto, all of such Supporting Holder’s Supporting Holder Equity Securities (1) in favor of the adoption of the Business Combination Agreement and (2) in favor of the approval of the Transactions;

WHEREAS, in furtherance of the foregoing: at a duly called meeting prior to the Closing (the “Extraordinary General Meeting”), the shareholders of Covalto shall cause Covalto to, among other things, as set forth in the Business Combination Agreement: (i) convert all Covalto Preference Shares into Covalto Ordinary Shares pursuant to a written direction of the requisite holders of Covalto Preference Shares (the “Conversion Direction”); (ii) re-designate each Covalto Ordinary Share as a Covalto Class A Ordinary Share; (iii)

amend and restate the memorandum and articles of association of Covalto in the form set forth in Exhibit A to the Business Combination Agreement (the “A&R M&A”); (iv) create and authorize a new class of Class B Ordinary Shares of Covalto, having the characteristics described in the A&R M&A, with it being intended that the Covalto Co-Founders will enter into repurchase and exchange agreements with Covalto pursuant to which they will exchange their Class A Ordinary Shares for Class B Ordinary Shares; (v) an increase to the capital of Covalto to increase the number of its Class A Ordinary Shares and Class B Ordinary Shares, and (vi) to otherwise effect the Closing and the consummation of the transactions contemplated thereby, including the issuance of the LIVB Closing Share Consideration, the Closing True-Up and the Earn-Out Shares (together, the “Approval Matters”);

WHEREAS, Covalto and the Supporting Holders hereby agree to terminate, effective as of the Effective Time, each agreement by and among Covalto and its shareholders party thereto as set forth on Schedule 2 hereto (the “Shareholders’ Agreements”); and

WHEREAS, as an inducement to LIVB and Covalto to enter into the Business Combination Agreement and to consummate the Transactions contemplated therein, the Parties desire to agree to certain matters as set forth herein.

NOW, THEREFORE, in consideration of the premises and the mutual promises contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, each intending to be legally bound, hereby agree as follows:

1.  Binding Effect of the Business Combination Agreement. Each Supporting Holder hereby acknowledges that it has read the Business Combination Agreement and this Agreement and has had the opportunity to consult with its tax and legal advisors. During the period commencing on the date hereof and ending on the Expiration Time (as defined below), each Supporting Holder shall be bound by and comply with Section 6.03 (No Claim Against the Trust Account), Section 8.05(b) (Confidentiality; Publicity), Section 11.01 (Waiver) and Section 11.16 (Acknowledgements) of the Business Combination Agreement (and any relevant definitions contained in any such Sections) as if (x) such Supporting Holder were an original signatory to the Business Combination Agreement with respect to such provisions, and (y) each reference to “Covalto” or the “Company” contained in such provisions also referred to each such Supporting Holder.

2.  Agreement to Vote. 

(a) Each Supporting Holder which holds Covalto Preference Shares unconditionally and irrevocably covenants and agrees that such Supporting Holder shall execute the Conversion Direction with respect to all of such Supporting Holder’s Supporting Holder Equity Securities that are Covalto Preferred Shares when the same is circulated for execution by Covalto (with such Conversion Direction to be effective immediately prior to the effectiveness of the resolutions passed at the Extraordinary General Meeting).

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(b)  Each Supporting Holder covenants and agrees that such Supporting Holder shall, at the Extraordinary General Meeting, and any other general meeting of the equityholders of Covalto (and at any adjournment or postponement thereof) (and appear at each such meeting, in person or by proxy, or otherwise cause all of such Supporting Holders’ Supporting Holder Equity Securities to be counted as present thereat for purposes of establishing a quorum), however called, and in any written resolutions or written consents or directions of the equityholders of Covalto or in any other circumstance in which the vote, consent, direction or other approval of the equityholders of Covalto is sought, cause such Supporting Holder’s Supporting Holder Equity Securities to be voted (including via proxy):

i.  in favor of the adoption of the Business Combination Agreement;

ii.  in favor of the approval of the Transactions;

iii. in favor of all actions and matters that are required to effect the Transactions, including without limitation the adoption of the Approval Matters, as the same may be amended by the board of directors of Covalto prior to the Closing in furtherance of the Transactions;

iv.  against and withhold consent with respect to any Acquisition Transaction;

v.  against any proposal, action or agreement that would reasonably be expected to result in any of the conditions set forth in Article 9 (Conditions to Obligations) of the Business Combination Agreement not being fulfilled prior to the termination date; and

vi.  against any change in any manner of the distribution of proceeds or capitalization of, including the voting rights of any class of Equity Security of Covalto, other than pursuant to the Approval Matters; provided, that the obligations set forth in this clause (vi) shall apply solely to the extent that such change would impede, frustrate, prevent or nullify any provision of this Agreement, the Business Combination Agreement or the Transactions or in any manner that would reasonably be expected to adversely impact LIVB or Sponsor.

(c)  The obligations of each Supporting Holder specified in this Section ‎1 shall apply whether or not the Transactions or any action described above is recommended by Covalto’s board of directors (or similar governing body).

(d)  Each Supporting Holder agrees not to commence, join in, facilitate, assist or encourage, and agrees to take all actions necessary to opt out of any class in any class action with respect to, any claim, derivative or otherwise, against LIVB, Covalto, Merger Sub or any of their respective successors, directors, managers, Affiliates or Representatives (i) challenging the validity of, or seeking to enjoin the operation of, any provision of this Agreement or (ii) alleging a breach of any fiduciary duty of any Person in connection with the evaluation, negotiation or entry into the Business Combination Agreement or any other Transaction Agreement.

(e) Each of Covalto and the Supporting Holders, by execution of this Agreement, hereby agrees and consents to the termination of the Shareholders’ Agreements, effective as of the Effective Time, without any further liability or obligations to Covalto, New Covalto or LIVB. The

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termination of such Shareholders’ Agreements shall terminate the rights of the parties thereto to enforce any provisions of such agreements that expressly survive the termination of such Shareholders’ Agreements.

(f)  Each Supporting Holder hereby waives any right to notice, right of first offer, right of first refusal or similar rights with respect to the Transaction, in each case that such Supporting Holder may have under any of the Existing Covalto Shareholders’ Agreements and Covalto’s existing memorandum and articles of association.

3. Transfer of Shares. Each Supporting Holder hereby agrees that prior to the Effective Times, such Supporting Holder shall not (a) Transfer any of such Supporting Holder’s Supporting Holder Equity Securities, (b) deposit any of such Supporting Holder’s Supporting Holder Equity Securities into a voting trust or enter into a voting agreement or arrangement or grant any proxy or power of attorney with respect to any of such Supporting Holder’s Supporting Holder Equity Securities that conflicts with any of the covenants or agreements set forth in this Agreement, (c) enter into any Contract, option or other arrangement or undertaking with respect to the direct or indirect acquisition or sale, assignment, transfer (including by operation of law) or other disposition of any of such Supporting Holder’s Supporting Holder Equity Securities, (d) engage in any hedging or other transaction which is designed to, or which would (either alone or in connection with one or more events, developments or events (including the satisfaction or waiver of any conditions precedent)), lead to or result in a sale or disposition of his her or its Supporting Holder Equity Securities or (e) take any action that would have the effect of preventing or materially delaying the performance of such Supporting Holder’s obligations hereunder; provided, however, that the foregoing shall not apply to any Transfer (i) to such Supporting Holder’s employees, officers or directors, any Affiliates or family members of any of such Supporting Holder or of its or their employees, officers, directors; (ii) in the case of an individual, by gift to a member of one of the individual’s immediate family, an estate planning vehicle, or to a trust, the beneficiary of which is a member of the individual’s immediate family, an Affiliate of such Person or to a charitable organization; (iii) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (iv) in the case of an individual, pursuant to a qualified domestic relations order; (v) by private sales or transfers made in connection with the transactions contemplated by the Business Combination Agreement; (vi) any repurchase or redemption transaction entered into by Covalto and such Supporting Holder; (vii) by pro rata distributions from such Supporting Holder to its members, partners, or shareholders pursuant to such Supporting Holder’s Organizational Documents; or (viii) by virtue of applicable Law or such Supporting Holder’s Organizational Documents upon liquidation or dissolution of such Supporting Holder; provided, that any transferee of any Transfer of the type set forth in clauses (i) through (viii) prior to the Effective Times must enter into a written agreement in form and substance reasonably satisfactory to LIVB agreeing to be bound by this Agreement prior to the occurrence of such Transfer. “Transfer” shall mean, directly or indirectly, the (x) 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 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 of 1934, as amended (the “Exchange Act”), with respect to the Supporting Holder Equity Securities, (y) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of, or any other derivative transaction with respect to, the Supporting Holder Equity Securities, whether any such

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transaction is to be settled by delivery of such Supporting Holder Equity Securities, in cash or otherwise, or (z) public announcement of any intention to effect any transaction specified in clause (x) or (y).

4.  Lock-Up.

(a)  Notwithstanding anything to the contrary herein, other than with the written consent of Covalto, the Supporting Holders shall not Transfer any Lock-Up Shares or any instruments exercisable or exchangeable for, or convertible into, such Lock-Up Shares until the end of the Lock-Up Period.

(b)  Permitted Transfers. Notwithstanding anything to the contrary set forth in this Agreement, the lock-up restrictions set forth in this Section ‎4 shall not apply to a Transfer of any or all of the Lock-Up Shares held by a Supporting Holder (i) to any Permitted Transferee of such Supporting Holder, (ii) by will or intestate succession upon the death of such Supporting Holder, (iii) by operation of law or pursuant to a court order or to a spouse upon divorce, as required by settlement, order or decree, or as required by a domestic relations settlement, order or decree; (iv) in connection with a Business Combination or (v) to any holder of Covalto Class B Shares or to entities directly or indirectly wholly owned by (or in the case of a trust solely for the benefit of) any of holder of Covalto Class B Shares; provided, that in the case of clauses (i), (ii), (iii) or (v), the transferee shall receive and hold the Lock-Up Shares subject to the provisions of this Agreement applicable to the transferring Supporting Holder, and there shall be no further Transfer of such Lock-Up Shares except in accordance with the terms of this Section ‎4. For the avoidance of doubt, the lock-up restrictions set forth in this Section ‎4 shall not apply to the exercise of any options or warrants to purchase Covalto Class A Ordinary Shares (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), but shall apply to the Ordinary Shares received upon such exercise.

(c)  If any Transfer is made or attempted in violation of or contrary to the terms of this Agreement (a “Prohibited Transfer”), such purported Prohibited Transfer shall be null and void ab initio, and Covalto shall refuse to recognize any such purported transferee of the Lock-Up Shares as one of Covalto equity holders for any purpose. In order to enforce this Section ‎4, Covalto may impose stop-transfer instructions with respect to the Lock-Up Shares of a transferring Supporting Holder until the end of the Lock-Up Period, except in compliance with the restrictions set forth in this Agreement.

(d)  The restrictions set forth in this Section ‎4 shall not limit the rights of a Supporting Holder to exercise such Supporting Holder’s rights as a shareholder of Covalto during the Lock-Up Period, including the right to vote any Lock-Up Shares.

(e)  For the purposes of this Section ‎4:

i. “Lock-Up Period” means, with respect to the Supporting Holders and their Permitted Transferees, the period beginning on the Closing Date and ending one hundred and eighty (180) days thereafter, and

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ii. “Lock-Up Shares” means with respect to the Supporting Holders and their Permitted Transferees, Covalto Ordinary Shares held by such Supporting Holders as of immediately following the Closing True-Up (excluding, for the avoidance of doubt, any Covalto Ordinary Shares issued or issuable to such Supporting Holder upon the conversion of Mandatorily Convertible Notes held by such Supporting Holder or its affiliates).

iii. “Permitted Transferee” means (subject to compliance with the provisions of this Section ‎4): (i) the members of a Supporting Holder’s immediate family (for purposes of this Section ‎4, “immediate family” means with respect to any natural person, any of the following: such person’s spouse or domestic partner, the siblings of such person and his or her spouse or domestic partner, and the direct descendants and ascendants (including adopted and step children and parents) of such person and his or her spouses or domestic partners and siblings), (ii) any entities controlled by, controlling or under common control with such Supporting Holder, (iii) any trust for the direct or indirect benefit of a Supporting Holder or the immediate family of a Supporting Holder, (iv) if a Supporting Holder is a trust, the trustor or beneficiary of such trust or to the estate of a beneficiary of such trust, and (v) if a Supporting Holder is an entity, any direct or indirect controlling partners, members or equity holders of a Supporting Holder, any affiliate (as defined in Rule 405 promulgated under the Securities Act) of a Supporting Holder or any related investment funds or vehicles controlled or managed by such persons or entities or their respective affiliates. For the avoidance of doubt, references in this Section 4 to “Supporting Holders” shall include any Permitted Transferee to whom Lock-Up Shares have been duly transferred in accordance with this Agreement.

iv. “Trading Day” means any day on which the Covalto Class A Ordinary Shares are tradeable on the principal securities exchange or securities market on which Covalto Class A Ordinary Shares are then traded.

v. “Transfer” shall mean, directly or indirectly, the (i) sale or assignment of, offer to sell, contract or agreement to sell, hypothecation, pledge, grant of any option to purchase or other disposition of or agreement to dispose of 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, with respect to Lock-Up Shares, (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, or any other derivative transaction with respect to, Lock-Up Shares, 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). Notwithstanding the foregoing, the pledge of Lock-Up Shares by a Supporting Holder that creates a mere security interest in such Lock-Up Shares pursuant to a bona fide loan or indebtedness transaction for so long as such Supporting Holder continues to exercise the power (whether exclusive or shared) to vote or direct the voting of such Lock-Up Shares by proxy, voting agreement or otherwise, over such pledged Lock-Up Shares shall not constitute a Transfer within the meaning of this Agreement. Additionally, notwithstanding anything herein to the contrary, nothing herein shall prevent the establishment of a 10b5-1 trading plan that complies with Rule 10b5-1 under the Exchange Act (a “10b5-1 Trading Plan”) or the amendment of an existing 10b5-1 Trading Plan during the Lock-Up Period so long as there are no sales of Lock-Up Shares under any such newly established or amended 10b5-1 Trading Plan during the Lock-Up Period.

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vi. “VWAP” means, on any Trading Day on or after the Closing Date, the volume weighted average of the trading prices of the Covalto Class A Ordinary Shares on the principal securities exchange or securities market on which Covalto Class A Ordinary Shares are then traded or quoted for purchase and sale (as reported by Bloomberg L.P. or, if not reported therein, in another authoritative source selected by Covalto); provided that if there shall occur any change in the outstanding Covalto Class A Ordinary Shares as a result of any reclassification, recapitalization, stock split or combination, exchange or readjustment of shares, or any stock dividend, the VWAP shall be equitably adjusted to reflect such change

5.  No Trading/Redemption. Each Supporting Holder hereby agrees that such Supporting Holder is aware of the restrictions imposed by Securities Laws on a Person possessing material non-public information about a publicly traded company.  Each Supporting Holder hereby acknowledges that, by virtue of this Agreement, the Business Combination Agreement, the other Transaction Agreements and the Transactions, it may be in possession of material non-public information of LIVB, and agrees that while it is in possession of such material non-public information, it shall not purchase or sell any Equity Securities of LIVB (other than engaging in the Transactions), communicate such information to any third party, take any other action with respect to LIVB in violation of such Laws, or cause or encourage any third party to do any of the foregoing. Article 8 of the LIVB Articles of Association provides all holders of LIVB Class A Ordinary Shares with the opportunity to have their LIVB Class A Ordinary Shares redeemed upon the consummation of the Transactions (the “Redemption Right”). Notwithstanding the foregoing, each Supporting Holder, to the extent that it or its Affiliates hold any LIVB Class A Ordinary Shares, hereby unconditionally and irrevocably (a) agrees that such Supporting Holder shall not, and shall cause its Affiliates not to, elect to redeem or tender or submit for redemption any of its LIVB Class A Ordinary Shares pursuant to or in connection with the Redemption Right or otherwise in connection with the Transactions or the LIVB Articles of Association and (b) irrevocably waives, on behalf of itself and its Affiliates, the Redemption Right, in each case in connection with the Transactions.

6.  Consent to Disclosure. Each Supporting Holder hereby irrevocably consents to the publication and disclosure in the Registration Statement (and, as and to the extent otherwise required by applicable securities Laws or the SEC or any other securities authorities, any other documents or communications provided by Covalto or LIVB to any Governmental Authority, Governmental Official or to securityholders of LIVB) of such Supporting Holder’s identity and beneficial ownership of Supporting Holder Equity Securities and the nature of such Supporting Holder’s commitments, arrangements and understandings under and relating to this Agreement and, if deemed appropriate by Covalto or LIVB, a copy of this Agreement. Each Supporting Holder will promptly provide any information reasonably requested by Covalto or LIVB for any regulatory application or filing made or approval sought in connection with the Transactions (including filings with the SEC).

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7.  Representations and Warranties. Each Supporting Holder represents and warrants (severally and not jointly) to LIVB and Covalto, solely with respect to such Supporting Holder, as follows: (a) if such Supporting Holder is not an individual, it is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is incorporated, formed, organized or constituted, and the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby are within such Supporting Holder’s corporate, limited liability company or organizational powers and have been duly authorized by all necessary corporate, limited liability company or organizational actions on the part of such Supporting Holder; (b) if such Supporting Holder is an individual, such Supporting Holder has full legal capacity, right and authority to execute and deliver this Agreement and to perform his or her obligations hereunder; (c) this Agreement has been duly executed and delivered by such Supporting Holder and, assuming due authorization, execution and delivery by the other Parties, this Agreement constitutes a legally valid and binding obligation of such Supporting Holder, enforceable against such Supporting Holder in accordance with the terms hereof, subject to the Enforceability Exceptions; (d) the execution and delivery of this Agreement by such Supporting Holder does not, and the performance by such Supporting Holder of such Supporting Holder’s obligations hereunder will not, (i) if such Supporting Holder is not an individual, conflict with or result in a violation of the organizational documents of such Supporting Holder, or (ii) require any consent or approval that has not been given or other action that has not been taken by any third party (including under any Contract binding upon such Supporting Holder or such Supporting Holder’s Supporting Holder Equity Securities), in each case, to the extent such consent, approval or other action would prevent, enjoin or materially delay the performance by such Supporting Holder of such Supporting Holder’s obligations under this Agreement; (e) there are no actions pending against such Supporting Holder or, to the knowledge of such Supporting Holder, threatened against such Supporting Holder, before (or, in the case of threatened actions, that would be before) any arbitrator or any Governmental Authority or Governmental Official, which in any manner challenges or seeks to prevent, enjoin or materially delay the performance by such Supporting Holder of such Supporting Holder’s obligations under this Agreement; (f) such Supporting Holder has had the opportunity to read the Business Combination Agreement and this Agreement and has had the opportunity to consult with its tax and legal advisors in connection therewith; (g) the Supporting Holder has not entered into, and shall not enter into, any agreement that would restrict, limit or interfere with the performance of the Supporting Holder’s obligations hereunder; (h) such Supporting Holder is the record and beneficial owner of all of such Supporting Holder’s Supporting Holder Equity Securities, and there exist no Liens or any other limitation or restriction (including, without limitation, any restriction on the right to vote, sell or otherwise dispose of such securities), other than pursuant to (i) this Agreement, (ii) the Business Combination Agreement, (iii) Covalto’s Organizational Documents, or (iv) any applicable securities Laws; (i) such Supporting Holder does not hold or own any rights to acquire (directly or indirectly) any other Equity Securities issued by Covalto or any equity securities convertible into, or which can be exchanged for Equity Securities issued by Covalto (other than rights that will be exercised and paid in full, or forfeited, prior to the Closing); and (j) such Supporting Holder understands and acknowledges that each of LIVB and Covalto is entering into the Business Combination Agreement in reliance upon such Supporting Holder’s execution and delivery of this Agreement. In addition, each of David Poritz (in his capacity as a Supporting Holder) and Allan Apoj (each, a “5% Supporting Holder”) represents and warrants that he shall duly and timely enter into a gain recognition agreement in the form provided in Treasury Regulations Section 1.367(a)-8 with respect to the actual or deemed transfer of interests in Covalto Inc., Covalto Ventures, S. de R.L. de C.V., Banco Covalto S.A., Apjusto S.A.P.I. de C.V., Justo Lease S.A.P.I. de C.V., Covalto US Holdings S.A. de C.V., Visor S.A.P.I. de C.V. and Altius Servicos e Participacoes, LTDA (each, a “Corporate Entity”) to the Company (each such agreement, a “GRA”).

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8.  Certain Covenants. For so long as any 5% Supporting Holder has a GRA in effect with respect to a Corporate Entity , Covalto shall use its commercially reasonable efforts to comply with the covenants set forth below:

(a) Covalto has no present plan or intention (and shall not form any plan or intention prior to the Closing) to take any Restricted Action.

(b) If, during the period following the Transactions and ending on the date on which no GRA is still in effect, Covalto intends to take any Restricted Action, Covalto shall (to the extent it is able to do so in accordance with applicable Law):

i. Notify each applicable 5% Supporting Holder at least ten (10) Business Days before taking, or agreeing in writing with any third party to take, such Restricted Action; and

ii. Cooperate in good faith with each such 5% Supporting Holder to mitigate any adverse Tax consequences of such Restricted Action to such 5% Supporting Holder, including by:

(1) Considering in good faith any reasonable revisions to the structure or terms of such Restricted Action proposed by such 5% Supporting Holder (it being understood that, in determining whether any such revision is reasonable, Covalto shall consider the best interests of its shareholders as a whole); and

(2) Timely providing any information that such 5% Supporting Holder reasonably requests that is required for such 5% Supporting Holder to avail himself of any applicable exception to current U.S. federal income tax, including entering into a new GRA with respect to such Restricted Action.

“Restricted Action” shall mean any (i) direct or indirect “disposition” (or any “deemed disposition”) within the meaning of Treasury Regulations Section 1.367(a)-8, in whole or in part, of any of the stock of Covalto or any Corporate Entity (or any successor interest thereto that is covered by a GRA entered into by a 5% Supporting Holder) or substantially all the assets of any Corporate Entity (or the assets of any successor thereto) or (ii) any other action, including entry into any transaction that would result in a “triggering event” within the meaning of Treasury Regulations Section 1.367(a)-8(j) that would cause any 5% Supporting Holder to recognize gain, in whole or in part, under its respective GRA.

(c) During the term of any GRA, Covalto shall, and shall cause its Subsidiaries to, timely provide the information necessary to allow each applicable 5% Supporting Holder to comply with the terms of such GRA, including filing the Annual Certification required by Treasury Regulations Section 1.367(a)-8(g).

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9. Termination.  This Agreement shall be binding upon each Supporting Holder upon such Supporting Holder’s execution and delivery of this Agreement. This Agreement shall automatically terminate, without any notice or other action by any Party, and be void ab initio upon the earlier of (a) the Closing; (b) the valid termination of the Business Combination Agreement in accordance with its terms; and (c) as to each Supporting Holder, the written agreement between LIVB, Covalto and such Supporting Holder (the “Expiration Time”).  Upon termination of this Agreement as provided in the immediately preceding sentence, none of the Parties shall have any further obligations or liabilities under, or with respect to, this Agreement.  Notwithstanding the foregoing or anything to the contrary in this Agreement, (i) the termination of this Agreement shall not affect any liability on the part of any Party for any Fraud or a willful and knowing material breach of any covenant or agreement set forth in this Agreement prior to such termination, and (ii) this Section 9, and Sections 10, 11, 13, 14 and 16 (solely to the extent related to Section 10, 11, or 13) shall survive any termination of this Agreement pursuant to Section 9(a).  For purposes of this Section 9, “Fraud” means, with respect to a Party, an actual and intentional fraud with respect to the making of the representations or warranties pursuant to this Agreement.

10.  No Recourse.  Except for claims pursuant to the Business Combination Agreement or any other Transaction Agreement by any party(ies) thereto against any other party(ies) thereto, each Party agrees that (a) this Agreement may only be enforced against, and any action for breach of this Agreement may only be made against, the Parties, and no claims of any nature whatsoever (whether in tort, contract or otherwise) arising under or relating to this Agreement, the negotiation hereof or its subject matter, or the transactions contemplated hereby shall be asserted against any Covalto Non-Party Affiliate (other than any Supporting Holder, on the terms and subject to the conditions set forth herein) or any LIVB Non-Party Affiliate, and (b) none of the Covalto Non-Party Affiliates (other than any Supporting Holder, on the terms and subject to the conditions set forth herein) or the LIVB Non-Party Affiliates shall have any liability arising out of or relating to this Agreement, the negotiation hereof or its subject matter, or the transactions contemplated hereby, including with respect to any claim (whether in tort, contract or otherwise) for breach of this Agreement or in respect of any written or oral representations made or alleged to be made in connection herewith, as expressly provided herein, or for any actual or alleged inaccuracies, misstatements or omissions with respect to any information or materials of any kind furnished in connection with this Agreement, the negotiation hereof or the transactions contemplated hereby. For the purpose of this Section 10, (x) “LIVB Non-Party Affiliate” means (i) any officer, director, employee, partner, member, manager, direct or indirect equityholder or Affiliate of either LIVB or Sponsor and (ii) each of the former, current or future Affiliates, Representatives, successors or permitted assigns of any of the Persons in clause (i) (other than, for the avoidance of doubt, LIVB) or any family member of the foregoing Persons and (y) “Covalto Non-Party Affiliate” means (i) any officer, director, employee, partner, member, manager, direct or indirect equityholder or Affiliate of Covalto or any of its Subsidiaries (other than, for the avoidance of doubt, Covalto or any of its Subsidiaries) or any family member of the foregoing Persons and (ii) each of the former, current or future Affiliates, Representatives, successors or permitted assigns of any of the Persons in clause (i) (other than, for the avoidance of doubt, Covalto or any of its Subsidiaries). The provisions of Section 10.3(b) of the Business Combination Agreement shall apply.

11. Further Assurances. Each Supporting Holder shall execute and deliver, or cause to be delivered, such additional documents, and take, or cause to be taken, all such further actions and do, or cause to be done, all things reasonably necessary (including under applicable Laws), or reasonably requested by LIVB or Covalto, to effect the actions and consummate the Mergers and the other transactions contemplated by this Agreement, the Business Combination Agreement (including the Transactions) and the other Transaction Agreements, in each case, on the terms and subject to the conditions set forth therein and herein, as applicable.

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12.  Fiduciary Duties.  Notwithstanding anything in this Agreement to the contrary, (a) no Supporting Holder makes any agreement or understanding herein in any capacity other than in such Supporting Holder’s capacity as a record holder and beneficial owner of such Supporting Holder’s Supporting Holder Equity Securities, and (b) nothing herein will be construed to limit or affect any action or inaction expressly permitted under the Business Combination Agreement by any Supporting Holder or by any representative of such Supporting Holder in such Person’s capacity as a member of the board of directors (or other similar governing body) of Covalto or as an officer, employee or fiduciary of Covalto or an Affiliate of Covalto, in each case, acting in such Person’s capacity as a director, officer, employee or fiduciary of Covalto.

13.  No Third Party Beneficiaries.  This Agreement shall be for the sole benefit of the Parties and their respective successors and permitted assigns and is not intended, nor shall be construed, to give any Person, other than the Parties and their respective successors and assigns, any legal or equitable right, benefit or remedy of any nature whatsoever by reason this Agreement. Nothing in this Agreement, expressed or implied, is intended to or shall constitute the Parties, partners or participants in a joint venture.

14. Waiver. Effective as of the Closing, each Supporting Holder, solely in its capacity as a Supporting Holder, on behalf of such Supporting Holder and her, his or its Covalto Related Parties (other than Covalto and its Subsidiaries), successors and assigns (collectively, the “Releasing Parties”), forever waives, releases, remises and discharges LIVB, Covalto and its Subsidiaries, their respective predecessors, successors and Covalto 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 Covalto or its Subsidiaries or any Supporting Holder Equity Securities beneficially owned by the Supporting Holder (including any rights or interests therein), (ii) relating to the approval or consummation of the transactions contemplated hereby, the Business Combination Agreement, any Transaction Agreement, or any other agreement contemplated herein or therein or (iii) arising under the governing documents of Covalto or its Subsidiaries (collectively, the “Released Claims”); provided, however, that the Released Claims shall not include any such claim or damages relating to (a) any rights that such Supporting Holder may have to receive Covalto Class A Ordinary Shares or Class B Ordinary in accordance with the Business Combination Agreement, (b) if such Releasing Party provides services to Covalto or any of its Subsidiaries, 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, (e) the Fraud of a Released Party, (f) any defenses that are necessary to enable such Supporting Holder to defend any claim asserted by a Released Party. or (g) if such Releasing Party has extended indebtedness to Covalto or any subsidiary thereof, any rights, remedies, claim, contention, demand, cause of action (at law or in equity) or damages pursuant to the terms of such indebtedness. Each Supporting Holder (on behalf of its 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,

11 

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 14 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, each Supporting Holder (on behalf of its 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. Each Supporting Holder (on behalf of its Releasing Parties) hereby acknowledges and agrees that if such Supporting Holder 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 14 may be raised as a complete bar to any such Action, and the applicable Released Party may recover from the Supporting Holder all damages incurred in connection with such Action, including its attorneys’ fees.

15.  Notices. All notices and other communications among the Parties shall be in writing and shall be deemed to have been duly given (i) when delivered in person, (ii) when delivered after posting in the United States mail having been sent registered or certified mail return receipt requested, postage prepaid, (iii) when delivered by FedEx or other nationally recognized overnight delivery service or (iv) when e-mailed during normal business hours (and otherwise as of the immediately following Business Day), addressed as follows:

(1) If to LIVB:

LIV Capital Acquisition Corp. II
Torre Virreyes

Pedregal No. 24, Piso 6-601 

Col. Molino del Rey

México, CDMX, 11040

Attn:	Alex Rossi
	Mariana Romero
Email:	arossi@livcapital.mx
	mromero@livcapital.mx

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

Davis Polk & Wardwell LLP
450 Lexington Ave
New York, NY 10017 

Attention:	Leonard Kreynin
	Derek Dostal
Email:	leonard.kreynin@davispolk.com
	derek.dostal@davispolk.com

(2) If to Covalto, to:

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Covalto Ltd.
Boulevard Miguel de Cervantes Saavedra
Piso 16, 11520
Ciudad de México, CDMX

Attn:	David Poritz
	Eduardo Mendoza
Email:	dporitz@credijusto.com
	emendoza@credijusto.com

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

Simpson Thacher & Bartlett LLP
425 Lexington Ave
New York, NY 10017
Attn: S. Todd Crider
Email: tcrider@stblaw.com

(3) If to a Supporting Holder, to the address set forth across from such Supporting Holder’s name on Schedule 1 under the column heading “Notice Address”

or to such other address or addresses as the Parties may from time to time designate in writing. Without limiting the foregoing, any Party may give any notice, request, instruction, demand, document or other communication hereunder using any other means (including personal delivery, expedited courier, messenger service, ordinary mail or electronic mail), but no such notice, request, instruction, demand, document or other communication shall be deemed to have been duly given unless and until it actually is received by the Party for whom it is intended.

16.  Incorporation by Reference. Sections 1.02 (Construction), 11.03 (Assignment), 11.06 (Governing Law), 11.07 (Captions; Counterparts), 11.09 (Entire Agreement), 11.10 (Amendments), 11.11 (Severability), 11.12 (Jurisdiction; WAIVER OF TRIAL BY JURY), 11.13 (Enforcement) and 11.15 (Nonsurvival of Representations, Warranties and Covenants) of the Business Combination Agreement are incorporated herein and shall apply to this Agreement mutatis mutandis.

[signature pages follow]

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IN WITNESS WHEREOF, each of the Parties has executed and delivered this Agreement as a deed on the day and year first above written.

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

[Signature Page to Company Voting Agreement]

COVALTO LTD.
By:	/s/ David Solomon Portiz
	Name: David Solomon Portiz
	Title: Co-Chief Executive Officer and Director

[Signature Page to Company Voting Agreement]

Schedule 1

Supporting Holder Equity Securities

(as of August 17, 2022)

Name of Supporting Holder	Covalto Preferred Shares (Series)	Covalto Ordinary Shares	Notice Address
Allan Apoj Pascal	-	2,182,500	[***]
David Solomon Poritz	-	2,182,500	[***]
Kaszek Ventures Opportunity II, L.P	1,268,464	-	[***]
Kaszek Ventures III, L.P.	2,584,623	-	[***]
Kaszek Ventures Opportunity I, L.P.	1,005,593	-	[***]
Elevar Investments Canada LP	1,219,422	500,238	[***]
QED LatAm Fund LP	1,350,236	-	[***]
QED Fund III, LP	295,000	-	[***]
QED LatAm Fund II, LP	78,269	-	[***]
City Hall Capital LLC	689,699	360,059	[***]
Broadhaven Credijusto I, LLC	81,491	-	[***]
Broadhaven Credijusto II, LLC	189,305	-	[***]
Broadhaven Credijusto III, LLC	-	74,323	[***]
Broadhaven Credijusto IV, LLC	42,341	-	[***]

[Schedule 1 to Company Voting Agreement] 

Broadhaven Credijusto V, LLC	28,399	-	[***]
Broadhaven Credijusto VI, LLC	-	36,942	[***]
M4Fund, LLC	253,193	-	[***]
SSC Venture Fund, LLC	559,425	-	[***]
VPC Specialty Lending Investments Intermediate, L.P.	403,779	-	[***]
VPC Specialty Finance Fund I, L.P.	174,282	-	[***]
VPC Specialty Lending Fund (NE), L.P.	30,987	-	[***]
VPC Specialty Lending  Fund (NE), Ltd.	12,583	-	[***]
Flatiron Investors Credijusto, LLC	376,568	-	[***]
Supernode Ventures Credijusto LLC	14,458	-	[***]
Supernode Ventures I, L.P.	5,163	-	[***]
James R. Gates Separate Property Revocable Trust	124,083	-	[***]
M and D Two Limited	278,225	-	[***]
Zachary Frankel	150,000	-	[***]
Ricky Sperber	-	134,113	[***]
Novel Strategy Investments S.A.	409,182	-	[***]
Point72 Ventures Investments, LLC	774,537	-	[***]
Thomvest Ventures Opportunities I LP	927,980	-	[***]

[Schedule 1 to Company Voting Agreement]

Banco Invex, S.A., Institución de Banca Múltiple, Invex Grupo Financiero, Acting Solely in its Capacity as Trustee Pursuant to the Contrato de Fideicomiso Irrevocable de Emisión de Certificados Bursátiles Fiduciarios de Desarrollo Número F/2416	447,850	-	[***]
LIV Mexico Growth Fund IV, L.P.	63,628	-	[***]
NRZ RMBS V L.L.C.	2,045,910	-	[***]

[Schedule 1 to Company Voting Agreement]

Schedule 2

Shareholders’ Agreements

(a) the Amended and Restated Voting Agreement dated 16 October 2020 between the Company, the Investors (as defined therein) and the Common Holders (as defined therein); (b) the Amended and Restated First Refusal and Co-sale Agreement dated 16 October 2020 between the Company, the Investors (as defined therein) and the Common Holders (as defined therein); and (c) the Amended and Restated Investors' Rights Agreement dated 16 October 2020 between the Company, the Investors (as defined therein) and the Founders (as defined therein).

[Schedule 2 to Company Voting Agreement]

EX-10.3

Exhibit 10.3

EXECUTION VERSION

SPONSOR VOTING AGREEMENT

This SPONSOR VOTING AGREEMENT (this “Agreement”) is made and entered into as a deed on August 17, 2022, by and among LIV Capital Acquisition Sponsor II, L.P., a Cayman Islands exempted limited partnership (“Sponsor”), LIV Capital Acquisition Corp. II, a Cayman Islands exempted company (“LIVB”), Covalto Ltd., a Cayman Islands exempted company (“Covalto”), Banco Actinver, S.A. Institución de Banca Múltiple, Grupo Financiero Actinver, División Fiduciaria, acting solely as trustee of the Contrato de Fideicomiso Irrevocable No. 5357 identified as “Fideicomiso LIV SPV” (the “Anchor Investor”) and the other undersigned persons (each, an “Insider” and collectively, the “Insiders”). Sponsor, LIVB, Covalto and the Insiders shall be referred to herein from time to time collectively as the “Parties”. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Business Combination Agreement (as defined below).

WHEREAS, LIVB, Covalto and the other parties thereto have entered into that certain Business Combination Agreement, dated as of the date hereof (as it may be amended, restated or otherwise modified from time to time in accordance with its terms, the “Business Combination Agreement”) pursuant to which, among other things, LIVB will merge with a wholly owned newly-incorporated subsidiary of Covalto, with LIVB surviving as a wholly owned subsidiary of Covalto (together with the other transactions contemplated thereby, the “Transaction”);

WHEREAS, as of the date hereof, the Sponsor is the record owner, of the number of LIVB Class B Ordinary Shares (including the newly-issued Covalto Class A Ordinary Shares into which such shares are converted as a result of the consummation of the transactions contemplated by the Business Combination Agreement set forth on Schedule 1 under the column heading “LIVB Class B Ordinary Shares” (such LIVB Class B Ordinary Shares, the “Sponsor Holder Equity Securities”));

WHEREAS, as of the date hereof, the Insiders have entered into that certain Redemption Agreement, dated August 16, 2022 pursuant to which, among other things, the Insiders are the record owners of promissory notes in an amount set forth next to such Insider’s name therein (such promissory notes, the “Promissory Notes”);

WHEREAS, on the date hereof, the Anchor Investor has entered into that certain Mandatorily Convertible Note with Covalto;

WHEREAS, the Business Combination Agreement contemplates that the Parties will enter into this Agreement concurrently with the entry into the Business Combination Agreement by the parties thereto, pursuant to which, among other things, the Sponsor will agree to vote, at a duly called meeting of the shareholders of LIVB, all of such Sponsor’s Sponsor Holder Equity Securities (1) in favor of the adoption of the Business Combination Agreement and (2) in favor of the approval of the Transactions; and

WHEREAS, as an inducement to LIVB and Covalto to enter into the Business Combination Agreement and to consummate the Transactions contemplated therein, the Parties desire to agree to certain matters as set forth herein.

NOW, THEREFORE, in consideration of the premises and the mutual promises contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, each intending to be legally bound, hereby agree as follows:

1. Binding Effect of the Business Combination Agreement.  Sponsor hereby acknowledges that it has read the Business Combination Agreement and this Agreement and has had the opportunity to consult with its tax and legal advisors. During the period commencing on the date hereof and ending on the Expiration Time (as defined below), Sponsor shall be bound by

and comply with Section 6.3 (No Claim Against the Trust Account), Section 8.5(b) (Confidentiality; Publicity), Section 11.1 (Waiver) and Section 11.16 (Acknowledgements) of the Business Combination Agreement (and any relevant definitions contained in any such Sections) as if (x) Sponsor were an original signatory to the Business Combination Agreement with respect to such provisions, and (y) each reference to “LIVB” contained in such provisions also referred to such Sponsor.

2.  Agreement to Vote. 

(a)  Sponsor covenants and agrees that it shall, at a duly called meeting of the equityholders of LIVB (and at any adjournment or postponement thereof) (and appear at each such meeting, in person or by proxy, or otherwise cause all of such Sponsor’s Sponsor Holder Equity Securities to be counted as present thereat for purposes of establishing a quorum), however called, and in any written resolutions or written consents or directions of the equityholders of LIVB or in any other circumstance in which the vote, consent, direction or other approval of the equityholders of LIVB is sought, cause such Sponsor’s Sponsor Holder Equity Securities to be voted (including via proxy):

i.  in favor of the adoption of the Business Combination Agreement;

ii.  in favor of the approval of the Transactions;

iii. in favor of all actions and matters that are required to effect the Transactions as the same may be amended by the board of directors of LIVB prior to the Closing in furtherance of the Transactions;

iv.  against and withhold consent with respect to any Acquisition Transaction; and

v.  against any proposal, action or agreement that would reasonably be expected to result in any of the conditions set forth in Article 9 (Conditions to Obligations) of the Business Combination Agreement not being fulfilled prior to the termination date.

(b)  The obligations of Sponsor specified in this Section ‎2 shall apply whether or not the Transactions or any action described above is recommended by LIVB’s board of directors (or similar governing body).

(c)  Sponsor agrees not to commence, join in, facilitate, assist or encourage, and agrees to take all actions necessary to opt out of any class in any class action with respect to, any claim, derivative or otherwise, against LIVB, Covalto, Merger Sub or any of their respective successors, directors, managers, Affiliates or Representatives (i) challenging the validity of, or seeking to enjoin the operation of, any provision of this Agreement or (ii) alleging a breach of any fiduciary duty of any Person in connection with the evaluation, negotiation or entry into the Business Combination Agreement or any other Transaction Agreement.

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3.Transfer of Shares. Sponsor and each Insider hereby agrees that prior to the Effective Times, Sponsor and each Insider shall not (a) Transfer any of such Sponsor’s Sponsor Holder Equity Securities or any of such Insider’s Promissory Notes, (b) deposit any of such Sponsor’s Sponsor Holder Equity Securities or any of such Insider’s Promissory Notes into a voting trust or enter into a voting agreement or arrangement or grant any proxy or power of attorney with respect to any of such Sponsor’s Sponsor Holder Equity Securities or any of such Insider’s Promissory Notes that conflicts with any of the covenants or agreements set forth in this Agreement, (c) enter into any Contract, option or other arrangement or undertaking with respect to the direct or indirect acquisition or sale, assignment, transfer (including by operation of law) or other disposition of any of such Sponsor’s Sponsor Holder Equity Securities or any of such Insider’s Promissory Notes, (d) engage in any hedging or other transaction which is designed to, or which would (either alone or in connection with one or more events, developments or events (including the satisfaction or waiver of any conditions precedent)), lead to or result in a sale or disposition of the Supporting Holder Equity Securities or Promissory Notes or (e) take any action that would have the effect of preventing or materially delaying the performance of Sponsor’s or each Insider’s obligations hereunder; provided, however, that the foregoing shall not apply to any Transfer (i) to such Sponsor’s or each Insider’s employees, officers, directors or Affiliates; (ii) by private sales or transfers made in connection with the transactions contemplated by the Business Combination Agreement; (iii) any repurchase or redemption transaction entered into by LIVB and Sponsor or LIVB and each Insider; (iv) by pro rata distributions from Sponsor to its members, partners, or shareholders pursuant to Sponsor’s Organizational Documents or from each Insider to its members, partners, or shareholders pursuant to each Insider’s Organizational Documents, if applicable; or (v) by virtue of applicable Law, each Insider’s Organizational Document’s or Sponsor’s Organizational Documents upon liquidation or dissolution of Sponsor; provided that any transferee of any Transfer of the type set forth in clauses (i) through (v) prior to the Effective Times must enter into a written agreement in form and substance reasonably satisfactory to Covalto agreeing to be bound by this Agreement prior to the occurrence of such Transfer (it being understood and agreed that a joinder substantially in the form of Exhibit A attached to this Agreement is reasonably acceptable to Covalto). “Transfer” shall mean, directly or indirectly, the (x) 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 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 of 1934, as amended (the “Exchange Act”), with respect to the Sponsor Holder Equity Securities or the Promissory Notes, (y) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of, or any other derivative transaction with respect to, the Sponsor Holder Equity Securities or the Promissory Notes, whether any such transaction is to be settled by delivery of such Sponsor Holder Equity Securities or Promissory Notes, in cash or otherwise, or (z) public announcement of any intention to effect any transaction specified in clause (x) or (y).

4.  Redemption. Article 8 of the LIVB Articles of Association provides all holders of LIVB Class A Ordinary Shares with the opportunity to have their LIVB Class A Ordinary Shares redeemed upon the consummation of the Transactions (the “Redemption Right”). Except as provided in that certain Redemption and Contribution Agreement, Sponsor and each Insider, to the extent that it or its Affiliates hold any LIVB Class A Ordinary Shares, hereby unconditionally and irrevocably (a) agrees that it shall not, and shall cause its Affiliates not to, elect to redeem or tender or submit for redemption any of its LIVB Class A Ordinary Shares pursuant to or in connection with the Redemption Right or otherwise in connection with the Transactions or the LIVB Articles of Association and (b) irrevocably waives, on behalf of itself and its Affiliates, the Redemption Right, in each case in connection with the Transactions.

5. Lock-Up.

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(a)Notwithstanding anything to the contrary herein, other than with the written consent of Covalto, the Sponsor, each Insider and the Anchor Investor shall not Transfer any Lock-Up Shares or any instruments exercisable or exchangeable for, or convertible into, such Lock-Up Shares until the end of the Lock-Up Period.

(b)Permitted Transfers. Notwithstanding anything to the contrary set forth in this Agreement, the lock-up restrictions set forth in this Section ‎5 shall not apply to a Transfer of any or all of the Lock-Up Shares held by the Sponsor, each Insider or the Anchor Investor (i) to any Permitted Transferee of the Sponsor or Insider or the Anchor Investor, (ii) by will or intestate succession upon the death of the Sponsor or Insider or Anchor Investor, (iii) by operation of law or pursuant to a court order or to a spouse upon divorce, as required by settlement, order or decree, or as required by a domestic relations settlement, order or decree; (iv) in connection with a Business Combination or (v) to any holder of Covalto Class B Shares or to entities directly or indirectly wholly owned by (or in the case of a trust solely for the benefit of) any of holder of Covalto Class B Shares; provided, that in the case of clauses (i), (ii), (iii) or (v), the transferee shall receive and hold the Lock-Up Shares subject to the provisions of this Agreement applicable to the Sponsor, each Insider and the Anchor Investor, and there shall be no further Transfer of such Lock-Up Shares except in accordance with the terms of this Section ‎5. For the avoidance of doubt, the lock-up restrictions set forth in this Section ‎5 shall not apply to the exercise of any options or warrants to purchase Covalto Class A Ordinary Shares (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), but shall apply to the Covalto Class A Ordinary Shares received upon such exercise.

(c)  If any Transfer is made or attempted in violation of or contrary to the terms of this Agreement (a “Prohibited Transfer”), such purported Prohibited Transfer shall be null and void ab initio, and Covalto shall refuse to recognize any such purported transferee of the Lock-Up Shares as one of Covalto equity holders for any purpose. In order to enforce this Section ‎5, Covalto may impose stop-transfer instructions with respect to the Lock-Up Shares of the Sponsor and any Permitted Transferee until the end of the Lock-Up Period, except in compliance with the restrictions set forth in this Agreement.

(D)The restrictions set forth in this Section ‎5 shall not limit the rights of the Sponsor, each Insider and the Anchor Investor to exercise the Sponsor’s rights as a shareholder of Covalto during the Lock-Up Period, including the right to vote any Lock-Up Shares.

(E)For the purposes of this Section ‎5:

i. “Lock-Up Period” means, (1) with respect to the Sponsor and each Insider and its Permitted Transferees, the period beginning on the Closing Date and ending on the earlier of (A) the date one (1) year thereafter; or (B) the date that is one hundred and eighty (180) days thereafter if, prior to such date, the VWAP has equaled or exceeded $12.50 for any twenty (20) Trading Days within any thirty (30) consecutive Trading Day period and (2) with respect to the Anchor Investor, the period beginning on the Closing Date and ending on the date six (6) months thereafter.

ii. “Lock-Up Shares” means, (1) with respect to Sponsor and each Insider and its Permitted Transferees, (A) the Covalto Class A Ordinary Shares issuable to Sponsor and any Insider as LIVB Closing Share Consideration under the Business Combination Agreement in respect of the 933,417 shares of LIVB Class B Stock and each Promissory Note that it holds, (B) the New Covalto Warrants issuable to Sponsor and any Insider as LIVB Closing Share Consideration in respect of the Private Placement Warrants and each Promissory Note, and (C) any Covalto Class A Ordinary Shares issuable to Sponsor and any Insider upon exercise of such New Covalto Warrants mentioned in the preceding Clause (B) and (2) with respect to Anchor Investor, the Covalto Class A Ordinary Shares issuable to the Anchor Investor upon the conversion of its Mandatorily Convertible Note in accordance with its terms upon the Closing.

4 

iii. “Permitted Transferee” means (subject to compliance with the provisions of this Section ‎5): (i) the members of any Permitted Transferee’s immediate family (for purposes of this Section ‎5, “immediate family” means with respect to any natural person, any of the following: such person’s spouse or domestic partner, the siblings of such person and his or her spouse or domestic partner, and the direct descendants and ascendants (including adopted and step children and parents) of such person and his or her spouses or domestic partners and siblings), (ii) any entities controlled by, controlling or under common control with the Sponsor, any Insider, the Anchor Investor or any Permitted Transferee, (iii) any trust for the direct or indirect benefit of the Sponsor, any Insider, the Anchor Investor or any Permitted Transferee, (iv) if the Sponsor, any Insider, the Anchor Investor or any Permitted Transferee is a trust, the trustor or beneficiary of such trust or to the estate of a beneficiary of such trust, and (v) any direct or indirect controlling partners, members or equity holders of the Sponsor, any Insider, the Anchor Investor or any Permitted Transferee, any affiliate (as defined in Rule 405 promulgated under the Securities Act) of the Sponsor, any Insider, the Anchor Investor or its Permitted Transferee or any related investment funds or vehicles controlled or managed by such persons or entities or their respective affiliates.

iv. “Trading Day” means any day on which the Covalto Class A Ordinary Shares are tradeable on the principal securities exchange or securities market on which Covalto Class A Ordinary Shares are then traded.

v. “Transfer” shall mean, directly or indirectly, the (i) sale or assignment of, offer to sell, contract or agreement to sell, hypothecation, pledge, grant of any option to purchase or other disposition of or agreement to dispose of 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, with respect to Lock-Up Shares, (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, or any other derivative transaction with respect to, Lock-Up Shares, 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). Notwithstanding the foregoing, the pledge of Lock-Up Shares by the Sponsor that creates a mere security interest in such Lock-Up Shares pursuant to a bona fide loan or indebtedness transaction for so long as the Sponsor continues to exercise the power (whether exclusive or shared) to vote or direct the voting of such Lock-Up Shares by proxy, voting agreement or otherwise, over such pledged Lock-Up Shares shall not constitute a Transfer within the meaning of this Agreement. Additionally, notwithstanding anything herein to the contrary, nothing herein shall prevent the establishment of a 10b5-1 trading plan that complies with Rule 10b5-1 under the Exchange Act (a “10b5-1 Trading Plan”) or the amendment of an existing 10b5-1 Trading Plan during the Lock-Up Period so long as there are no sales of Lock-Up Shares under any such newly established or amended 10b5-1 Trading Plan during the Lock-Up Period.

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vi. “VWAP” means, on any Trading Day on or after the Closing Date, the volume weighted average of the trading prices of the Covalto Class A Ordinary Shares on the principal securities exchange or securities market on which Covalto Class A Ordinary Shares are then traded or quoted for purchase and sale (as reported by Bloomberg L.P. or, if not reported therein, in another authoritative source selected by Covalto); provided that if there shall occur any change in the outstanding Covalto Class A Ordinary Shares as a result of any reclassification, recapitalization, stock split or combination, exchange or readjustment of shares, or any stock dividend, the VWAP shall be equitably adjusted to reflect such change.

6.Consent to Disclosure. Sponsor, each Insider and the Anchor Investor hereby irrevocably consents to the publication and disclosure in the Registration Statement (and, as and to the extent otherwise required by applicable securities Laws or the SEC or any other securities authorities, any other documents or communications provided by Covalto or LIVB to any Governmental Authority, Governmental Official or to securityholders of LIVB) of its identity and beneficial ownership of Sponsor Holder Equity Securities (with respect to Sponsor), the Promissory Notes (with respect to each Insider), and the Anchor Investment (with respect to the Anchor Investor) and the nature of its commitments, arrangements and understandings under and relating to this Agreement and, if deemed appropriate by Covalto or LIVB, a copy of this Agreement. Sponsor will promptly provide any information reasonably requested by Covalto or LIVB for any regulatory application or filing made or approval sought in connection with the Transactions (including filings with the SEC).  

7. Representations and Warranties. Sponsor represents and warrants to LIVB and Covalto, solely with respect to Sponsor, as follows: (a) Sponsor is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is incorporated, formed, organized or constituted, and the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby are within Sponsor’s corporate, limited liability company or organizational powers and have been duly authorized by all necessary corporate, limited liability company or organizational actions on the part of Sponsor; (b) this Agreement has been duly executed and delivered by Sponsor and, assuming due authorization, execution and delivery by the other Parties, this Agreement constitutes a legally valid and binding obligation of Sponsor, enforceable against Sponsor in accordance with the terms hereof, subject to the Enforceability Exceptions; (d) the execution and delivery of this Agreement by Sponsor does not, and the performance by Sponsor of its obligations hereunder will not, (i) conflict with or result in a violation of the organizational documents of Sponsor, or (ii) require any consent or approval that has not been given or other action that has not been taken by any third party (including under any Contract binding upon such Sponsor or such Sponsor’s Sponsor Holder Equity Securities), in each case, to the extent such consent, approval or other action would prevent, enjoin or materially delay the performance by Sponsor of its obligations under this Agreement; (e) there are no actions pending against Sponsor, to the knowledge of Sponsor, threatened against Sponsor, before (or, in the case of threatened actions, that would be before) any arbitrator or any Governmental Authority or Governmental Official, which in any manner challenges or seeks to prevent, enjoin or materially delay the performance by Sponsor of such its obligations under this Agreement; (f) Sponsor has had the opportunity to read the Business Combination Agreement and this Agreement and has had the opportunity to consult with its tax and legal advisors in connection therewith; (g) Sponsor has not entered into, and shall not enter into, any agreement that would restrict, limit or interfere with the performance of the its obligations hereunder; (h) Sponsor is the record and beneficial owner of all of such Sponsor’s Sponsor Holder Equity Securities, and there exist no Liens or any other

6 

limitation or restriction (including, without limitation, any restriction on the right to vote, sell or otherwise dispose of such securities), other than pursuant to (i) this Agreement, (ii) the Business Combination Agreement, (iii) LIVB’s Organizational Documents, or (iv) any applicable securities Laws; (i) Sponsor does not hold or own any rights to acquire (directly or indirectly) any other Equity Securities issued by LIVB or any equity securities convertible into, or which can be exchanged for Equity Securities issued by LIVB (other than rights that will be exercised and paid in full, or forfeited, prior to the Closing); and (j) Sponsor understands and acknowledges that each of LIVB and Covalto is entering into the Business Combination Agreement in reliance upon Sponsor’s execution and delivery of this Agreement.

8. Enforcement Rights. Sponsor is an intended third-party beneficiary of, and may enforce, Section 8.4(f) of the Business Combination Agreement until the second anniversary of the Closing. Sponsor shall be permitted to assign all of its rights under Section 8.4(f) of the Business Combination Agreement to an Affiliate of Sponsor.

9.  Termination.  This Agreement shall be binding upon Sponsor’s execution and delivery of this Agreement. This Agreement shall automatically terminate, without any notice or other action by any Party, and be void ab initio upon the earlier of (a) the Closing; (b) the valid termination of the Business Combination Agreement in accordance with its terms; and (c) the written agreement between LIVB, Covalto and Sponsor (the “Expiration Time”).  Upon termination of this Agreement as provided in the immediately preceding sentence, none of the Parties shall have any further obligations or liabilities under, or with respect to, this Agreement.  Notwithstanding the foregoing or anything to the contrary in this Agreement, (i) the termination of this Agreement shall not affect any liability on the part of any Party for any Fraud or a willful and knowing material breach of any covenant or agreement set forth in this Agreement prior to such termination, and (ii) this Section ‎9, and Sections ‎8, ‎10, ‎11, ‎13, ‎14 and ‎16 (solely to the extent related to Section ‎10, ‎11, or ‎13) shall survive any termination of this Agreement pursuant to Section ‎9(a).  For purposes of this Section ‎9, “Fraud” means, with respect to a Party, an actual and intentional fraud with respect to the making of the representations or warranties pursuant to this Agreement.

10. No Recourse.  Except for claims pursuant to the Business Combination Agreement or any other Transaction Agreement by any party(ies) thereto against any other party(ies) thereto, each Party agrees that (a) this Agreement may only be enforced against, and any action for breach of this Agreement may only be made against, the Parties, and no claims of any nature whatsoever (whether in tort, contract or otherwise) arising under or relating to this Agreement, the negotiation hereof or its subject matter, or the transactions contemplated hereby shall be asserted against any Covalto Non-Party Affiliate or any LIVB Non-Party Affiliate (other than Sponsor, on the terms and subject to the conditions set forth herein), and (b) none of the Covalto Non-Party Affiliates or the LIVB Non-Party Affiliates (other than Sponsor, on the terms and subject to the conditions set forth herein) shall have any liability arising out of or relating to this Agreement, the negotiation hereof or its subject matter, or the transactions contemplated hereby, including with respect to any claim (whether in tort, contract or otherwise) for breach of this Agreement or in respect of any written or oral representations made or alleged to be made in connection herewith, as expressly provided herein, or for any actual or alleged inaccuracies, misstatements or omissions with respect to any information or materials of any kind furnished in connection with this Agreement, the negotiation hereof or

7 

the transactions contemplated hereby. For the purpose of this Section ‎10, (x) “LIVB Non-Party Affiliate” means (i) any officer, director, employee, partner, member, manager, direct or indirect equityholder or Affiliate of either LIVB or Sponsor and (ii) each of the former, current or future Affiliates, Representatives, successors or permitted assigns of any of the Persons in clause (i) (other than, for the avoidance of doubt, LIVB) or any family member of the foregoing Persons and (y) “Covalto Non-Party Affiliate” means (i) any officer, director, employee, partner, member, manager, direct or indirect equityholder or Affiliate of Covalto or any of its Subsidiaries (other than, for the avoidance of doubt, Covalto or any of its Subsidiaries) or any family member of the foregoing Persons and (ii) each of the former, current or future Affiliates, Representatives, successors or permitted assigns of any of the Persons in clause (i) (other than, for the avoidance of doubt, Covalto or any of its Subsidiaries). The provisions of Section 10.3(b) of the Business Combination Agreement shall apply.

11.Further Assurances. Sponsor, each Insider and the Anchor Investor shall execute and deliver, or cause to be delivered, such additional documents, and take, or cause to be taken, all such further actions and do, or cause to be done, all things reasonably necessary (including under applicable Laws), or reasonably requested by LIVB or Covalto, to effect the actions and consummate the Mergers and the other transactions contemplated by this Agreement, the Business Combination Agreement (including the Transactions) and the other Transaction Agreements, in each case, on the terms and subject to the conditions set forth therein and herein, as applicable.

12.  Fiduciary Duties.  Notwithstanding anything in this Agreement to the contrary, (a) Sponsor does not make any agreement or understanding herein in any capacity other than in such Sponsor’s capacity as a record holder and beneficial owner of such Sponsor’s Sponsor Holder Equity Securities, and (b) nothing herein will be construed to limit or affect any action or inaction expressly permitted under the Business Combination Agreement by Sponsor or by any representative of Sponsor in such Person’s capacity as a member of the board of directors (or other similar governing body) of LIVB or as an officer, employee or fiduciary of LIVB or an Affiliate of LIVB, in each case, acting in such Person’s capacity as a director, officer, employee or fiduciary of LIVB.

13.  No Third Party Beneficiaries.  This Agreement shall be for the sole benefit of the Parties and their respective successors and permitted assigns and is not intended, nor shall be construed, to give any Person, other than the Parties and their respective successors and assigns, any legal or equitable right, benefit or remedy of any nature whatsoever by reason this Agreement. Nothing in this Agreement, expressed or implied, is intended to or shall constitute the Parties, partners or participants in a joint venture.

14. Waiver. Effective as of the Closing, Sponsor, solely in its capacity as Sponsor, on behalf of Sponsor and its Affiliates and Representatives, and any of their respective former, current or future stockholders, controlling Persons, general or limited partners, managers, members, directors, officers, employees, Affiliates, affiliated (or commonly advised) funds, representatives, agents or any their respective assignees or successors or any former, current or future stockholder, controlling Person, general or limited partner, manager, member, director, officer, employee, Affiliate, affiliated (or commonly advised) fund, representative, agent, assignee or successor of any of the foregoing (the “Related Parties”) (other than LIVB and its Subsidiaries), successors and assigns (collectively, the “Releasing Parties”), forever waives, releases, remises and

8 

discharges LIVB, Covalto 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 LIVB or its Subsidiaries or any Sponsor Holder Equity Securities beneficially owned by Sponsor (including any rights or interests therein), (ii) relating to the approval or consummation of the transactions contemplated hereby, the Business Combination Agreement, any Transaction Agreement, or any other agreement contemplated herein or therein or (iii) arising under the governing documents of LIVB or its Subsidiaries (collectively, the “Released Claims”); provided, however, that the Released Claims shall not include any such claim or damages relating to (a) any rights that Sponsor may have to receive Covalto Class A Ordinary Shares or Class B Ordinary in accordance with the Business Combination Agreement, (b) if such Releasing Party provides services to LIVB or any of its Subsidiaries, 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, (e) the Fraud of a Released Party, or (f) any defenses that are necessary to enable Sponsor to defend any claim asserted by a Released Party. Sponsor (on behalf of its 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 ‎14 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, Sponsor (on behalf of its 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 non-contingent 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. Sponsor (on behalf of its Releasing Parties) hereby acknowledges and agrees that if Sponsor 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 ‎14 may be raised as a complete bar to any such Action, and the applicable Released Party may recover from the Sponsor all damages incurred in connection with such Action, including its attorneys’ fees.

15.  Notices. All notices and other communications among the Parties shall be in writing and shall be deemed to have been duly given (i) when delivered in person, (ii) when delivered after posting in the United States mail having been sent registered or certified mail return receipt requested, postage prepaid, (iii) when delivered by FedEx or other nationally recognized overnight delivery service or (iv) when e-mailed during normal business hours (and otherwise as of the immediately following Business Day), addressed as follows:

(1) If to LIVB or to the Anchor Investor:

9 

LIV Capital Acquisition Corp. II
Torre Virreyes

Pedregal No. 24, Piso 6-601 

Col. Molino del Rey

México, CDMX, 11040 

Attn:	Alex Rossi
	Mariana Romero
Email:	arossi@livcapital.mx
	mromero@livcapital.mx

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

Davis Polk & Wardwell LLP
450 Lexington Ave
New York, NY 10017

Attention:	Leonard Kreynin
	Derek Dostal
Email:	leonard.kreynin@davispolk.com
	derek.dostal@davispolk.com

(2) If to Covalto, to:

Covalto Ltd.
Boulevard Miguel de Cervantes Saavedra
Piso 16, 11520
Ciudad de México, CDMX

Attn:	David Poritz
	Eduardo Mendoza
Email:	dporitz@credijusto.com
	emendoza@credijusto.com

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

Simpson Thacher & Bartlett LLP
425 Lexington Ave
New York, NY 10017
Attn: S. Todd Crider
Email: tcrider@stblaw.com

(3) If to Sponsor, to the address set forth across from Sponsor’s name on Schedule 1 under the column heading “Notice Address”

(4) If to an Insider, to the address set forth under each Insider’s name on such Insider’s executed signature page

or to such other address or addresses as the Parties may from time to time designate in writing. Without limiting the foregoing, any Party may give any notice, request, instruction, demand, document or other communication hereunder using any other means (including personal delivery, expedited courier, messenger service, ordinary mail or electronic mail), but no such

10 

notice, request, instruction, demand, document or other communication shall be deemed to have been duly given unless and until it actually is received by the Party for whom it is intended.

16.  Incorporation by Reference. Sections 1.2 (Construction), 11.3 (Assignment), 11.6 (Governing Law), 11.7 (Captions; Counterparts), 11.9 (Entire Agreement), 11.10 (Amendments), 11.11 (Severability), 11.12 (Jurisdiction; WAIVER OF TRIAL BY JURY), 11.13 (Enforcement) and 11.15 (Nonsurvival of Representations, Warranties and Covenants) of the Business Combination Agreement are incorporated herein and shall apply to this Agreement mutatis mutandis.

[signature pages follow]

11 

IN WITNESS WHEREOF, each of the Parties has executed and delivered this Agreement as a deed on the day and year first above written.

LIV CAPITAL ACQUISITION SPONSOR II, L.P.
Acting by its General Partner LIV Sponsor II GP, LLC
By:	/s/ ALEXANDER ROGER ROSSI
	Name: ALEXANDER ROGER ROSSI
	Title: MANAGING PARTNER

By:	/s/ HUMBERTO ZESATI GONZÁLEZ
	Name: HUMBERTO ZESATI GONZÁLEZ
	Title: MANAGING PARTNER

[Signature Page to Sponsor Voting Agreement]

LIV CAPITAL ACQUISITION CORP. II
By:	/s/ ALEXANDER ROGER ROSSI
	Name: ALEXANDER ROGER ROSSI
	Title: CHIEF EXECUTIVE OFFICER AND CHAIRMAN

[Signature Page to Sponsor Voting Agreement]

COVALTO LTD.
By:	/s/ DAVID SOLOMON PORITZ
	Name: DAVID SOLOMON PORITZ
	Title: CO-CHIEF EXECUTIVE OFFICER AND DIRECTOR

[Signature Page to Sponsor Voting Agreement]

CONTROALOSA, S.A. DE C.V.
By:	/s/ JOSE ALVERDE LOSADA
	Name: JOSE ALVERDE LOSADA
	Address: [***]

[Signature Page to Sponsor Voting Agreement]

GUILLERMO ZAMBRANO MARTÍNEZ
By:	/s/ GUILLERMO ZAMBRANO MARTINEZ
	Address: [***]

[Signature Page to Sponsor Voting Agreement]

TREBOL HOLDINGS, S.A. DE C.V.
By:	/s/ ANGEL ALVAREZ CADAVIELO
	Name: ANGEL ALVAREZ CADAVIELO
	Title: LEGAL REPRESENTATIVE
	Address: [***]

[Signature Page to Sponsor Voting Agreement]

ALEJANDRO MORERA MITVE
By:	/s/ ALEJANDRO MORERA MITVE
	Address: [***]

[Signature Page to Sponsor Voting Agreement]

ANA LUZ ÁLVAREZ GALINDO
By:	/s/ ANA LUZ ÁLVAREZ GALINDO
	Address: [***]

[Signature Page to Sponsor Voting Agreement]

FAUSTO MIRANDA
By:	/s/ FAUSTO MIRANDA
	Address: [***]

[Signature Page to Sponsor Voting Agreement]

JORGE VIESCA GARCIA DE ALLOA
By:	/s/ JORGE VIESCA GARCIA DE ALLOA
	Address: [***]

[Signature Page to Sponsor Voting Agreement]

MIGUEL DE ANGOITIA LEGORRETA
By:	/s/ MIGUEL DE ANGOITIA LEGORRETA
	Address: [***]

[Signature Page to Sponsor Voting Agreement]

FERNANDO GONZÁLEZ
By:	/s/ FERNANDO GONZÁLEZ
	Address: [***]

[Signature Page to Sponsor Voting Agreement]

HUMBERTO ZESATI GONZÁLEZ
By:	/s/ HUMBERTO ZESATI GONZÁLEZ
	Address: [***]

[Signature Page to Sponsor Voting Agreement]

JOSÉ ANTONIO SOLANO ARROYO
By:	/s/ JOSÉ ANTONIO SOLANO ARROYO
	Address: [***]

[Signature Page to Sponsor Voting Agreement]

JOSÉ ALVERDE LOSADA
By:	/s/ JOSÉ ALVERDE LOSADA
	Address: [***]

[Signature Page to Sponsor Voting Agreement]

JORGE C. ESTEVE RECOLONS
By:	/s/ JORGE C. ESTEVE RECOLONS
	Address: [***]

[Signature Page to Sponsor Voting Agreement]

MARÍA FERNANDA ALONSO AVILÉS
By:	/s/ MARÍA FERNANDA ALONSO AVILÉS
	Address: [***]

[Signature Page to Sponsor Voting Agreement]

MARIANA ROMERO CASILLAS
By:	/s/ MARIANA ROMERO CASILLAS
	Address: [***]

[Signature Page to Sponsor Voting Agreement]

LUIS RODRIGO CLEMENTE GAMERO
By:	/s/ LUIS RODRIGO CLEMENTE GAMERO
	Address: [***]

[Signature Page to Sponsor Voting Agreement]

PATRICIO MANGINO LISSARRAGUE
By:	/s/ PATRICIO MANGINO LISSARRAGUE
	Address: [***]

[Signature Page to Sponsor Voting Agreement]

MIRIAM CORONA CHACÓN
By:	/s/ MIRIAM CORONA CHACÓN
	Address: [***]

[Signature Page to Sponsor Voting Agreement]

GUSTAVO ROBLES RÍOS
By:	/s/ GUSTAVO ROBLES RÍOS
	Address: [***]

[Signature Page to Sponsor Voting Agreement]

ALEJANDRO URIBE RIBA
By:	/s/ ALEJANDRO URIBE RIBA
	Address: [***]

[Signature Page to Sponsor Voting Agreement]

EDGAR ALEJANDRO PERDOMO LICERAS
By:	/s/ ALEJANDRO EDGAR PERDOMO LICERAS
	Address: [***]

[Signature Page to Sponsor Voting Agreement]

ADMINISTRADORA LIV CAPITAL, S.A.P.I. DE C.V.
By:	/s/ HUMBERTO ZESATI GONZÁLEZ
	Name: HUMBERTO ZESATI GONZÁLEZ
	Title: ATTORNEY-IN-FACT
	Address: [***]

[Signature Page to Sponsor Voting Agreement]

MIGUEL ÁNGEL DÁVILA GUZMÁN
By:	/s/ MIGUEL ÁNGEL DÁVILA GUZMÁN
	Address: [***]

[Signature Page to Sponsor Voting Agreement]

BANCO ACTINVER, S.A. INSTITUCIÓN DE BANCA MÚLTIPLE, GRUPO FINANCIERO ACTINVER, DIVISIÓN FIDUCIARIA, ACTING SOLELY AS TRUSTEE OF THE CONTRATO DE FIDEICOMISO IRREVOCABLE NO. 5357 IDENTIFIED AS "FIDEICOMISO LIV SPV"
By:	Administradora LIV Capital, S.A.P.I. de C.V.
By:	/s/ Humberto Zesati González
	Name: Humberto Zesati González
	Title: Attorney-in-fact

[Signature Page to Sponsor Voting Agreement]

Schedule 1

Sponsor Holder Equity Securities

(as of August 17, 2022)

Sponsor Holder	LIVB Class B Ordinary Shares	Notice Address
LIV Capital Acquisition Sponsor II, L.P.	933,417	LIV Capital Acquisition Corp. II Torre Virreyes Pedregal No. 24, Piso 6-601 Col. Molino del Rey México, CDMX, C.P. 11040

[Schedule 1 to Sponsor Voting Agreement]

EXHIBIT A

[FORM OF]
JOINDER AGREEMENT

This Joinder Agreement (“Joinder Agreement”) is a joinder to the Sponsor Voting Agreement, dated as of [●], 2022 (the “Agreement”), by and among LIV Capital Acquisition Sponsor II, L.P., a Cayman Islands exempted limited partnership (“Sponsor”), LIV Capital Acquisition Corp. II, a Cayman Islands exempted company (“LIVB”) and Covalto Ltd., a Cayman Islands exempted company (“Covalto”). Capitalized terms used but not defined in this Joinder Agreement shall have their meanings given to them in the Agreement. This Joinder Agreement shall be governed by, and construed in accordance with, the law of the State of Delaware. In the event of any conflict between this Joinder Agreement and the Agreement, the terms of this Joinder Agreement shall control.

The undersigned hereby joins and enters into the Agreement having acquired Sponsor Holder Equity Securities. By signing and returning this Joinder Agreement to Covalto, the undersigned accepts and agrees to be bound by and subject to all of the terms and conditions of and agreements of Sponsor contained in the Agreement, with all attendant rights, duties and obligations of Sponsor thereunder. The parties to the Agreement shall treat the execution and delivery hereof by the undersigned as the execution and delivery of the Agreement by the undersigned and, upon receipt of this Joinder Agreement by Covalto, Sponsor and LIVB, the signature of the undersigned set forth below shall constitute a counterpart signature to the signature page of the Agreement.

Insider	LIVB Class B Ordinary Shares	Notice Address
[Insider’s Name]	[●]	[Name: Address: Attention: Email:]

[signature page follows]

[INSIDER]
By:
	Name:
	Title:

[Signature Page to Joinder Agreement]

EX-10.4

Exhibit 10.4

FINAL FORM 

REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) dated as of [_____], 20[ ], by and among Covalto Ltd., a Cayman Islands exempted company (the “Company”), LIV Capital Acquisition Corp. II, a Cayman Islands exempted company (the “SPAC”), LIV Capital Acquisition Sponsor, L.P. II, a Cayman Islands limited liability company (the “Sponsor”), EarlyBirdCapital, Inc. (“EarlyBirdCapital”) and the securityholders of the Company hereto who have executed a signature page or Joinder Agreement (as defined below) to this Agreement (the “Shareholders”).

WITNESSETH:

WHEREAS, this Agreement is being entered into in connection with the consummation of the transactions contemplated by the Business Combination Agreement dated as of August [17], 2022, by and among the Company, the SPAC, and the other parties thereto (the “Business Combination Agreement”);

WHEREAS, the SPAC, the Sponsor and EarlyBirdCapital entered into that certain Registration Rights Agreement, dated as of February 7, 2022 (the “Original SPAC Agreement”), each of the SPAC, the Sponsor and EarlyBirdCapital hereby acknowledges and agrees that the Original SPAC Agreement shall be of no further force and effect and is hereby superseded and replaced in its entirety with the entry into this Agreement;

WHEREAS, the Company, the Covalto Co-Founders and certain investors party thereto entered into that certain Amended and Restated Investors’ Rights Agreement, dated as of October 16, 2020 (the “Investors’ Rights Agreement” and, together with the Original SPAC Agreement, the “Original Agreements”), and the Company hereby acknowledges and agrees that the Investors’ Rights Agreement shall be of no further force and effect, and the registration rights set forth in Section 1 thereof are hereby superseded and replaced in their entirety with the entry into this Agreement; and

WHEREAS, the Company has agreed to grant the other parties hereto registration rights in respect of the Class A ordinary shares of the Company, par value US$0.0001 per share (the “Class A Ordinary Shares”) and the Class B ordinary shares of the Company, par value US$0.0001 per share (the “Class B Ordinary Shares” and, together with the Class A Ordinary Shares, “Ordinary Shares”), with the rights, preferences and privileges set forth in the Amended and Restated Covalto Articles of Association on the terms and subject to the conditions set forth herein, effective upon the Closing.

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 as follows:

1.Definitions. As used herein, the following terms have the following meanings:

1.1“Adverse Disclosure” shall mean any public disclosure of material non-public information, which disclosure, in the good faith judgment of a Chief Executive Officer or the Chief 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 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, declared effective or used, as the case may be, and (iii) the Company has a bona fide business purpose for not making such

information public.

1.2“Agreement” shall have the meaning given in the preamble.

1.3“Block Trade” shall have the meaning given in Section ‎2.4.1.

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

1.5“Business Combination” shall have the meaning given in the recitals.

1.6“Business Combination Agreement” shall have the meaning given in the recitals.

1.7“Business Day” means any day other than a Saturday, a Sunday or other day on which commercial banks in New York, New York are authorized or required by applicable law to close.

1.8“Closing” means the closing of the Business Combination.

1.9“Closing Date” means the date of the Closing.

1.10“Company” shall have the meaning given in the preamble.

1.11“Demanding Holder” means any of the Sponsor or one or more Existing Company Holders holding at least a majority-in-interest of Registerable Securities held by Existing Company Holders.

1.12“Exchange Act” means the Securities Exchange Act of 1934, as it may be amended from time to time.

1.13           “Existing Company Holders” means the Holders party to this Agreement that were holders of Covalto Ordinary Shares (as defined in the Business Combination Agreement) immediately following the Covalto Preferred Conversion.

1.14“FINRA” means the Financial Industry Regulatory Authority Inc.

1.15“Form F-1 Shelf” shall have the meaning given in Section ‎2.1.

1.16“Form F-3 Shelf” shall have the meaning given in Section ‎2.1.

1.17“Governmental Entity” means, with respect to the United States, Mexico, Cayman Islands or any other foreign or supranational entity: (a) any federal, provincial, state, local, municipal, foreign, national or international court, governmental commission, government or governmental authority, department, regulatory or administrative agency, board, bureau, agency or instrumentality or tribunal, or similar body; (b) any self-regulatory organization; or (c) any political subdivision of any of the foregoing.

1.18“Holder” means any Shareholder (or its Permitted Transferees) that is party to this Agreement (including any Existing Company Holder) or listed on Schedule I to this Agreement and holds outstanding Registrable Securities.

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1.19“Holder Information” shall have the meaning given in Section ‎4.2.

1.20“Joinder Agreement” means a joinder agreement, in substantially the form attached hereto as Exhibit A.

1.21“Legal Proceeding” means any action, suit, hearing, claim, charge, audit, lawsuit, litigation, inquiry or proceeding (in each case, whether civil, criminal or administrative or at law or in equity) by or before a Governmental Entity.

1.22“Legal Requirements” shall mean any federal, state, local, municipal, foreign or other law, statute, constitution, treaty, principle of common law, resolution, ordinance, code, edict, decree, rule, regulation, ruling, injunction, judgment, order, assessment, writ or other legal requirement, administrative policy or guidance, or requirement issued, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of any Governmental Entity.

1.23“Maximum Number of Securities” shall have the meaning given in Section ‎2.3.2.

1.24“Minimum Takedown Threshold” shall have the meaning given in Section ‎2.3.1.

1.25“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 the light of the circumstances under which they were made) not misleading.

1.26“Other Coordinated Offering” shall have the meaning given in Section ‎2.4.1.

1.27“Ordinary Shares” shall have the meaning given in the preamble.

1.28“Permitted Transferees” shall have the meaning given in Section ‎5.5.2.

1.29“Person” shall mean any individual, corporation (including any non-profit corporation), general partnership, limited partnership, limited liability partnership, joint venture, estate, trust, company (including any limited liability company or joint stock company), firm or other enterprise, association, organization, entity or Governmental Entity.

1.30“Piggyback Registration” shall have the meaning given in Section ‎2.3.5.

1.31“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 material incorporated by reference in such prospectus.

1.32“Qualified Independent Underwriter” shall mean a “qualified independent underwriter” within the meaning of FINRA Rule 5121.

1.33 “Registrable Securities” means the Ordinary Shares owned by any Holder immediately following the Closing, including any Ordinary Shares issuable upon the exercise of warrants, including any warrants received upon the conversion of any working capital loans in an amount up to $1,500,000 made to the SPAC by the Sponsor or an affiliate of the Sponsor, as applicable, or any convertible note made to the Company by the Sponsor or an affiliate of the Sponsor, as applicable, in an

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amount up to the aggregate outstanding principal amount of such convertible note, plus any unpaid and accrued interest thereof, and any other equity security of the Company issued or issuable with respect to any such Ordinary Shares by way of a share dividend or share split or in connection with a combination of share, acquisition, recapitalization, consolidation, reorganization, share exchange, share reconstruction and amalgamation or contractual control arrangement with, purchasing all or substantially all of the assets of, or engagement in any other similar transaction; provided that as to any particular Registrable Security, such securities shall cease to be Registrable Securities on the earlier to occur of (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 Transferred in accordance with such Registration Statement by the applicable Holder; (B)(i) such securities shall have been otherwise Transferred, (ii) new certificates for such securities not bearing (or book-entry positions not subject to) a legend restricting further Transfer shall have been delivered by the Company and (iii) subsequent public distribution of such securities shall not require Registration; (C) such securities shall have ceased to be outstanding; (D) such securities may be sold without Registration by the Holder thereof pursuant to Rule 144, as promulgated under the Securities Act (without the need for any manner of sale requirement or volume limitation); (E) such securities are sold to, or through, a broker, dealer or underwriter in a public distribution or other public securities transaction; or (F) such securities are or were acquired pursuant to the registration statement on Form F-4 that was filed in connection with closing of the transactions contemplated by the Business Combination Agreement and such securities do not bear (or book-entry positions in respect of such securities are not subject to) a legend restricting further Transfers of such securities.

1.34“Registration” shall mean a registration, including any related Underwritten Offering, 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.

1.35“Registration Expenses” shall mean the documented, out-of-pocket expenses of a Registration, including the following:

1.35.1all registration and filing fees (including fees with respect to filings required to be made with FINRA) and any national securities exchange on which the Ordinary Shares are then listed;

1.35.2fees and expenses of compliance with securities or blue sky laws (including reasonable fees and disbursements of outside counsel for the Underwriters, if any, in connection with blue sky qualifications of Registrable Securities);

1.35.3printing, messenger, telephone and delivery expenses;

1.35.4reasonable fees and disbursements of counsel for the Company;

1.35.5reasonable and documented fees and disbursements of one (1) counsel for the Demanding Holders, not to exceed (a) $75,000 for the first Registration pursuant to this Agreement and (b) $40,000 for each subsequent Registration;

1.35.6reasonable fees and disbursements of all independent registered public accountants of the Company incurred specifically in connection with such Registration (including the expenses of any special audit and/or comfort letter required by any Registration);

1.35.7reasonable and documented fees and expenses of any transfer agent or custodian;

1.35.8reasonable and documented fees and expenses payable to any Qualified Independent Underwriter;

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1.35.9expenses incurred in connection with any road show that the Company is obligated to participate in pursuant to the terms of this Agreement;

1.35.10all internal expenses of the Company; and

1.35.11any other fees and disbursements of Underwriters, if any, customarily paid by issuers of securities (excluding, for the avoidance of doubt, any underwriting discount, commission or spread).

1.36“Registration Statement” shall mean any registration statement that covers 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 material incorporated by reference in such registration statement.

1.37“Requesting Holders” shall have the meaning given in Section ‎2.3.2.

1.38“SEC” means the Securities and Exchange Commission.

1.39“Securities Act” means the Securities Act of 1933, as amended.

1.40“Shareholders” shall have the meaning given in the preamble.

1.41“Shelf” shall mean the Form F-1 Shelf, the Form F-3 Shelf or any Subsequent Shelf Registration Statement, as the case may be.

1.42“Shelf Registration” shall mean a Registration of securities pursuant to a Registration Statement filed with the SEC in accordance with and pursuant to Rule 415 promulgated under the Securities Act (or any successor rule then in effect).

1.43“Shelf Underwriting” shall have the meaning given in Section ‎2.3.

1.44“SPAC” shall have the meaning given in the recitals.

1.45“Sponsor” shall have the meaning given in the recitals.

1.46“Subsequent Shelf Registration Statement” shall have the meaning given in Section ‎2.2.

1.47“Transfer” shall mean, directly or indirectly, the (x) 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 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 with respect to, any security, (y) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of, or any other derivative transaction with respect to, any security, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (z) public announcement of any intention to effect any transaction specified in clause (x) or (y).

1.48“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

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activities.

1.49“Underwriting Request” shall have the meaning given in Section ‎2.3.

1.50“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.

1.51“Withdrawal Notice” shall have the meaning given in Section ‎2.3.3.

2.Registration. The following provisions govern the Registration of the Company’s securities:

2.1Filing. Within forty-five (45) calendar days following the Closing Date, the Company shall submit to or file with the SEC a Registration Statement for a Shelf Registration on Form F-1 (the “Form F-1 Shelf”) or a Registration Statement for a Shelf Registration on Form F-3 (the “Form F-3 Shelf”), if the Company is then eligible to use a Form F-3 Shelf, in each case, covering the resale of all the Registrable Securities (determined as of two (2) Business Days prior to such submission or filing) on a delayed or continuous basis and shall use its commercially reasonable efforts to have such Shelf declared effective as soon as reasonably practicable after the filing thereof, but no later than the earlier of (a) the ninetieth (90th) calendar day following the filing date thereof if the SEC notifies the Company that it will “review” the Registration Statement and (b) the tenth (10th) Business Day after the date the Company is notified (orally or in writing, whichever is earlier) by the SEC that the Registration Statement will not be “reviewed” or will not be subject to further review. 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, the majority-in-interest of the Holders named therein. The Company shall maintain a Shelf in accordance with the terms hereof, and shall prepare and file with the SEC such amendments, including post-effective amendments, and supplements as may be necessary to keep a Shelf continuously effective, available for use to permit the 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. In the event the Company files a Form F-1 Shelf, the Company may, at its option, convert the Form F-1 Shelf (and any Subsequent Shelf Registration Statement) to a Form F-3 Shelf after the Company is eligible to use Form F-3. The Company’s obligation under this Section ‎2.1, shall be subject to Section ‎3.5. References to Form F-1 and F-3 herein (or any successors thereto) shall include references to Form S-1 and S-3 (or any successors thereto) if the Company ceases to be eligible to use Form F-1 or Form F-3.

2.2Subsequent Shelf Registration. If any Shelf ceases to be effective under the Securities Act for any reason at any time while Registrable Securities are still outstanding, the Company shall use its commercially reasonable efforts to as promptly as is reasonably practicable cause such Shelf to again become effective under the Securities Act (including using its commercially reasonable efforts to obtain the prompt withdrawal of any order suspending the effectiveness of such Shelf), and shall use its commercially reasonable efforts to, as promptly as is reasonably practicable, amend such Shelf in a manner reasonably expected to result in the withdrawal of any order suspending the effectiveness of such Shelf or file an additional Registration Statement as a Shelf Registration (a “Subsequent Shelf Registration Statement”) registering the resale of all Registrable Securities (determined as of two (2) Business Days prior to such filing), and pursuant to any method or combination of methods legally available to, and requested by, the majority-in-interest of the Holders named therein. If a Subsequent Shelf Registration Statement is filed, the Company shall use its commercially reasonable efforts to (i) cause such Subsequent Shelf Registration Statement to become effective under the Securities Act as promptly as is reasonably practicable after the filing thereof and (ii) keep such Subsequent Shelf Registration Statement continuously effective, available for use to permit the Holders named therein to sell their Registrable Securities included therein and in compliance with the provisions of the Securities

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Act until such time as there are no longer any Registrable Securities. Any such Subsequent Shelf Registration Statement shall be on Form F-3 to the extent that the Company is eligible to use such form. Otherwise, such Subsequent Shelf Registration Statement shall be on another appropriate form. The Company’s obligation under this Section ‎2.2, shall be subject to Section ‎3.5.

2.3Request for Underwritten Offering.

2.3.1Shelf Underwriting. Subject to Section 3.5, when an effective Shelf is on file with the SEC, at any time following the expiration or waiver of any lockup applicable to any Demanding Holders party hereto, such Demanding Holders may from time to time request in writing to sell all or any part of its Registrable Securities pursuant to an Underwritten Offering pursuant to the Registration Statement, which written request shall describe the amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof; provided that the Company shall only be obligated to effect an Underwritten Offering if such offering shall include Registrable Securities proposed to be sold by the Demanding Holder, either individually or together with other Demanding Holders, with a total offering price reasonably expected to exceed, in the aggregate, $10.0 million (the “Minimum Takedown Threshold”), net of all underwriting discounts and commissions. The Demanding Holder shall make such election by delivering to the Company a written request (an “Underwriting Request”) for such Underwritten Offering specifying the number of its Registrable Securities that the Demanding Holder desires to sell pursuant to such Underwritten Offering (the “Shelf Underwriting”). The Company shall have the right to select the Underwriters for such offering (which shall consist of one or more reputable internationally recognized investment banks), subject to the majority-in-interest of the Demanding Holders’ prior approval (which shall not be unreasonably withheld, conditioned or delayed). The Demanding Holders may demand an aggregate of not more than four (4) Shelf Underwritings pursuant to this Agreement (of which the Sponsor may demand not more than two (2)), and the Company is not obligated to effect (x) more than two (2) Shelf Underwritings per year (provided that the Sponsor may demand not more than one (1) Shelf Underwriting per year) or (y) a Shelf Underwriting within sixty (60) days after the closing of a prior Shelf Underwriting. The Company shall use its reasonable best efforts to effect such Shelf Underwriting, including the filing of any Prospectus supplement or any post-effective amendments and otherwise taking any action necessary to include therein all disclosure and language deemed necessary or advisable by the Demanding Holder to effect such Shelf Underwriting.

2.3.2Reduction of Shelf Underwriting. If the managing Underwriter or Underwriters in a Shelf Underwriting, in good faith, advises the Company, the Demanding Holders and, if any, the Holders requesting piggy back rights pursuant to this Agreement with respect to such Shelf Underwriting (the “Requesting Holders”) in writing that the dollar amount or number of Registrable Securities that the Demanding Holders and the Requesting Holders (if any) desire to sell, taken together with all other Ordinary Shares or other equity securities that the Company desires to sell and all other Ordinary Shares or other equity securities, if any, that have been requested to be sold in the Shelf Underwriting pursuant to separate written contractual piggy-back registration rights held by any other shareholders of the Company, exceeds the maximum dollar amount or maximum number of equity securities that can be sold in the Shelf Underwriting 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 the Shelf Underwriting, before including any Ordinary Shares or other equity securities proposed to be sold by the Company or by other holders of Ordinary Shares or other equity securities, the Registrable Securities of (i) first, the Demanding Holders that can be sold without exceeding the Maximum Number of Securities (pro rata based on the respective number of Registrable Securities that each Demanding Holder has requested be included in such Shelf Underwriting and the aggregate number of Registrable Securities that all of the Demanding Holders have requested be

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included in such Shelf Underwriting), (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), the Requesting Holders (if any) (pro rata based on the respective number of Registrable Securities that each Requesting Holder (if any) has requested be included in such Shelf Underwriting and the aggregate number of Registrable Securities that all of the Requesting Holders have requested be included in such Shelf Underwriting) that can be sold without exceeding the Maximum Number of Securities and (iii) third, to the extent the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), any other equity securities requested to be sold in the Shelf Underwriting (pro rata based on the respective number of equity securities requested to be included in such Shelf Underwriting).

2.3.3Withdrawal. Prior to the filing of the applicable “red herring” Prospectus or Prospectus supplement used for marketing the Shelf Underwriting, the majority-in-interest of the Demanding Holders shall have the right to withdraw from the Shelf Underwriting for any or no reason whatsoever upon written notification (a “Withdrawal Notice”) to the Company and the Underwriter or Underwriters (if any) of their intention to withdraw from the Shelf Underwriting; provided that the Sponsor or one or more Existing Company Holders may elect to have the Company continue a Shelf Underwriting if the Minimum Takedown Threshold would still be satisfied by the Registrable Securities proposed to be sold in the Shelf Underwriting by such Holders. If withdrawn, the demand for the Shelf Underwriting shall constitute a demand for the Shelf Underwriting by the Demanding Holder for purposes of Section ‎2.3.1, unless the Demanding Holder reimburses the Company for all Registration Expenses with respect to the Shelf Underwriting (or, if there are any other Shareholders participating in the Shelf Underwriting, a pro rata portion of such Registration Expenses based on the respective number of Registrable Securities that the Demanding Holder has requested be included in the Shelf Underwriting); provided that, if the Sponsor or one or more Existing Company Holders elects to continue a Shelf Underwriting pursuant to the proviso in the immediately preceding sentence, such Shelf Underwriting shall instead count as a Shelf Underwriting demanded by the Sponsor or such Existing Company Holder, as applicable, for purposes of Section ‎2.3.1. Following the receipt of any Withdrawal Notice, the Company shall promptly forward such Withdrawal Notice to any other Holders that had elected to participate in such Shelf Underwriting. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with the Shelf Underwriting prior to its withdrawal under this Section ‎2.3.3.

2.3.4Effective Registration. Notwithstanding Section ‎2.3.1 above or any other part of this Agreement, a Registration shall not count as a Registration unless and until (i) the Registration Statement has been declared effective by the SEC 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 is subsequently interfered with by any stop order or injunction of the SEC or any other Governmental Entity, 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 Registration thereafter affirmatively elect to continue with such Registration and accordingly notify the Company in writing, but in no event later than five (5) days, 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 request from a Demanding Holder in accordance with Section ‎2.3.1 becomes effective or is subsequently terminated.

2.3.5Piggyback Rights. If any Demanding Holder proposes to conduct a

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Shelf Underwriting pursuant to Section ‎2.3.1 or the Company proposes to file a Registration Statement under the Securities Act with respect to the Registration 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 that constitutes an Underwritten Offering, in each case other than a Registration Statement (i) filed in connection with any employee option or other benefit plan, (ii) pursuant to a Registration Statement on Form F-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), (iii) for an offering of debt that is convertible into equity securities of the Company, (iv) for a dividend reinvestment plan or (v) for a rights offering, then, subject to Section 3.5, the Company shall give written notice of such proposed offering to all of the Holders of Registrable Securities as soon as practicable but not less than five (5) days before the anticipated filing date of such Registration Statement or, in the case of a Shelf Underwriting, the applicable “red herring” prospectus or prospectus supplement used for marketing such Underwritten Offering, which notice shall (a) describe the amount and type of securities to be included in such Underwritten 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 include in such offering such number of Registrable Securities as such Holders may request in writing within five (5) days after receipt of such written notice (such registered offering, a “Piggyback Registration”). Subject to Section ‎2.3.6, the Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and, if applicable, shall use its commercially reasonable efforts to cause the managing Underwriter or Underwriters of such Piggyback Registration to permit the Registrable Securities requested by the Holders pursuant to this Section ‎2.3.5 to be included therein on the same terms and conditions as the securities of the other Holders or the Company, as applicable, included in such registered offering and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. The inclusion of any Holder’s Registrable Securities in a Piggyback Registration shall be subject to such Holder’s agreement to enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering, provided that no Holder shall be required to make any representations or warranties in the underwriting agreement, except, if applicable, with respect to such Holder’s organization, good standing, authority, title to Registrable Securities, lack of conflict of such sale with such Holder’s material agreements and organizational documents and with respect to written information relating to such Holder that such Holder has furnished in writing expressly for inclusion in the Registration Statement. For avoidance of doubt, this Section ‎2.3.5 shall not apply to a Block Trade or Other Coordinated Offering. Notwithstanding the foregoing, no Holder who is subject to a lockup with respect to such Holder’s Registrable Securities shall have any right to have such Registrable Securities participate in such registration or offering except to the extent such lockup has expired or been waived.

2.3.6Reduction of Piggyback Underwritten Offering. If the managing Underwriter or Underwriters in an Underwritten Offering that is to be a Piggyback Registration, in good faith, advises the Company and the Holders of Registrable Securities participating in such Piggyback Registration in writing that the dollar amount or number of Registrable Securities that the Holders desire to sell, taken together with all other Ordinary Shares or other equity securities that the Company desires to sell and all other Ordinary Shares or other equity securities, if any, that have been requested to be sold in the Underwritten Offering pursuant to separate written contractual piggy-back registration rights held by any other shareholders of the Company, exceeds the Maximum Number of Securities, then:

2.3.6.1If the Underwritten Offering is undertaken for the Company’s account, the Company shall include in any such Underwritten Offering (i) first, the equity securities that the Company desires to sell 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 Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to Section ‎2.3.5 (pro rata based on the respective number of Registrable

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Securities that each Requesting Holder has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that all of the Requesting Holders have requested be included in such Underwritten Offering) that can be sold without exceeding the Maximum Number of Securities and (iii) third, to the extent the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), any other equity securities requested to be sold in the Underwritten Offering (pro rata based on the respective number of equity securities requested to be included in such Underwritten Offering);

2.3.6.2If the Underwritten Offering is pursuant to a request by shareholders of the Company other than the Holders, then the Company shall include in any such Underwritten Offering (i) first, the equity securities of such requesting shareholders of the Company, other than the Holders, 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 Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to Section ‎2.3.5 (pro rata based on the respective number of Registrable Securities that each Requesting Holder has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that all of the Requesting Holders have requested be included in such Underwritten Offering) that can be sold without exceeding the Maximum Number of Securities; (iii) third, to the extent the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), the equity securities that the Company desires to sell that can be sold without exceeding the Maximum Number of Securities and (vi) fourth, to the extent the Maximum Number of Securities has not been reached under the foregoing clauses (i), (ii) and (iii), any other equity securities requested to be sold in the Underwritten Offering (pro rata based on the respective number of equity securities requested to be included in such Underwritten Offering); and

2.3.6.3If the Underwritten Offering is a Shelf Underwriting pursuant to a request by Demanding Holders pursuant to Section ‎2.3.1, then the Company shall include in any such Shelf Underwriting securities pursuant to Section ‎2.3.2.

2.3.7Piggyback Withdrawal.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) will have the right to terminate or withdraw any Registration Statement filed with the SEC in connection with a Piggyback Registration (which, in no circumstance, shall include the Shelf) at any time prior to the effectiveness of such Registration Statement, whether or not any Holder of Registrable Securities has elected to include securities in such registration. Notwithstanding anything to the contrary in this Agreement (other than Section ‎2.3.3), the Company shall be responsible for the Registration Expenses incurred in connection with the Piggyback Registration prior to its withdrawal under this Section ‎2.3.7.

2.3.8Market Stand-off. In connection with any Underwritten Offering of equity securities of the Company, if requested by the managing Underwriters, each Holder that is (a) an executive officer, (b) a director or (c) a Holder in excess of five percent (5%) of the outstanding Ordinary Shares (and for which it is customary for such a Holder to agree to a lock-up) agrees that it shall not Transfer any Ordinary Shares or other equity securities of the Company (other than those included in such offering pursuant to this Agreement), without the prior written consent of the Underwriters, during the ninety (90)-day period (or such shorter time agreed to by the managing Underwriters) beginning on the date of pricing of such offering, except as expressly permitted by such lock-up agreement or in the event the managing Underwriters otherwise agree by written consent. Each such Holder agrees to execute a customary lock-up agreement in favor of the Underwriters to such effect (in each case on substantially the same terms and conditions as all such Holders).

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2.4Block Trades; Other Coordinated Offerings.

2.4.1Notwithstanding any other provision of this Section ‎2, but subject to Section 3.5, at any time and from time to time when an effective Shelf is on file with the SEC, if any Demanding Holder (at any time following the expiration or waiver of any lockup applicable to such Demanding Holder) wishes to engage in (i) an underwritten registered offering not involving a “roadshow,” an offer commonly known as a “block trade” (a “Block Trade”), or (ii) an “at the market” or similar registered offering through a broker, sales agent or distribution agent, whether as agent or principal (an “Other Coordinated Offering”), in each case, (x) with a total offering price, either individually or together with other Demanding Holders, reasonably expected to exceed $25 million in the aggregate or (y) with respect to all remaining Registrable Securities held by the Demanding Holder, then such Demanding Holder only needs to notify the Company of the Block Trade or Other Coordinated Offering at least five (5) business days prior to the day such offering is to commence and the Company shall use its commercially reasonable efforts to facilitate such Block Trade or Other Coordinated Offering; provided that the Demanding Holders representing a majority-in-interest of the Registrable Securities wishing to engage in the Block Trade or Other Coordinated Offering shall use commercially reasonable efforts to work with the Company and any Underwriters, brokers, sales agents or placement agents prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the Block Trade or Other Coordinated Offering.

2.4.2Prior to the filing of the applicable “red herring” prospectus or prospectus supplement used in connection with a Block Trade or Other Coordinated Offering, a majority-in-interest of the Demanding Holders initiating such Block Trade or Other Coordinated Offering shall have the right to submit a Withdrawal Notice to the Company, the Underwriter or Underwriters (if any) and any brokers, sales agents or placement agents (if any) of their intention to withdraw from such Block Trade or Other Coordinated Offering. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Block Trade or Other Coordinated Offering prior to its withdrawal under this Section ‎2.4.2.

2.4.3Notwithstanding anything to the contrary in this Agreement, Section ‎2.3.5 shall not apply to a Block Trade or Other Coordinated Offering initiated by a Demanding Holder pursuant to this Agreement.

2.4.4The Demanding Holder in a Block Trade, or Other Coordinated Offering or Demanding Holders representing a majority-in-interest of the Registrable Securities wishing to engage in the Block Trade or Other Coordinated Offering, shall have the right to select the Underwriters and any brokers, sales agents or placement agents (if any) for such Block Trade or Other Coordinated Offering (in each case, which shall consist of one or more reputable nationally recognized investment banks).

2.4.5A Demanding Holder in the aggregate may demand no more than two (2) Block Trades or Other Coordinated Offerings pursuant to this Section 2.4 in any twelve (12) month period. For the avoidance of doubt, any Block Trade or Other Coordinated Offering effected pursuant to this Section ‎2.4 shall not be counted as a demand for an Underwritten Shelf Takedown pursuant to Section ‎2.3.1 hereof.

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3.Company Procedures

3.1General Procedures. In connection with any Shelf and/or Underwritten Offering, the Company shall use its commercially reasonable 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 soon as reasonably practicable:

3.1.1prepare and file with the SEC a Registration Statement with respect to such Registrable Securities and use its commercially reasonable efforts to cause such Registration Statement to become effective and remain effective until all Registrable Securities have ceased to be Registrable Securities;

3.1.2prepare and file with the SEC such amendments and post-effective amendments to the Registration Statement, and such supplements to the Prospectus, as may be reasonably requested by any Holder that holds at least five percent (5%) of the Registrable Securities registered on such Registration Statement 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;

3.1.3at least two (2) Business Days prior to filing a Registration Statement or Prospectus, or any amendment or supplement thereto, furnish without charge to the Underwriters, if any, and the Holders of Registrable Securities included in such Registration, and such Holders’ legal counsel, if any, 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 the Holders 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; provided that in no event shall the Company be required to delay or postpone the filing of such Registration Statement or Prospectus as a result of or in connection with such Holders’ review;

3.1.4prior to any public offering of Registrable Securities, use its commercially reasonable 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 the Holders of Registrable Securities included in such Registration Statement (in light of their intended plan of distribution) may reasonably request (or provide evidence satisfactory to such Holders that the Registrable Securities are exempt from such registration or qualification) 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 Entities 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;

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

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

3.1.7advise each seller of such Registrable Securities, within five (5) Business Days after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the SEC suspending the effectiveness of such Registration Statement or the initiation or threatening of any Legal Proceeding for such purpose and promptly use its commercially reasonable efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued;

3.1.8notify the Holders, within five (5) Business Days, 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 ‎3.5;

3.1.9in the event of an Underwritten Offering, in each of the following cases to the extent customary for a transaction of its type, permit the Sponsor, the Underwriters or other financial institutions facilitating such Underwritten Offering, if any, and any attorney, consultant or accountant retained by the Sponsor or Underwriters 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, financial institution, attorney, consultant or accountant in connection with the Underwritten Offering; provided, however, that such representatives, Underwriters or financial institutions agree to confidentiality arrangements in form and substance reasonably satisfactory to the Company, prior to the release or disclosure of any such information;

3.1.10in the event of an Underwritten Offering, permit the Sponsor to rely on any “cold comfort” letter from the Company’s independent registered public accountants provided to the managing Underwriter of such offering;

3.1.11in the event of an Underwritten Offering, on the date the Registrable Securities are delivered for sale pursuant to such Registration, obtain an opinion and negative assurance letter, dated such date, of counsel representing the Company for the purposes of the Underwritten Offering, addressed to the Underwriters, if any, covering such legal matters with respect to the Underwritten Offering in respect of which such opinion is being given as the Underwriter may reasonably request and as are customarily included in such opinions and negative assurance letters;

3.1.12in 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;

3.1.13in the event of any Underwritten Offering, use its commercially 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 in such Underwritten Offering; and

3.1.14otherwise, in good faith, cooperate reasonably with, and take such customary actions as may reasonably be requested by the participating Holders, consistent with the terms of this Agreement, in connection with such Registration.

3.2Registration Expenses. The Registration Expenses of all Registrations shall be

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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 and documented fees and expenses of any legal counsel representing the Holders (as well as of any attorney, consultants or consultant retained by the Holders under Section ‎3.1.9 or otherwise).

3.3Share Distributions. In connection with any Shelf, if the Company shall receive a request from a Holder of Registrable Securities included therein to effectuate a pro rata in-kind distribution or other similar Transfer for no consideration of such Registrable Securities pursuant to such Registration to its members, partners or shareholders, as the case may be, then the Company shall deliver or cause to be delivered to the transfer agent and registrar for the Registrable Securities an opinion of counsel to the Company reasonably acceptable to such transfer agent and registrar that any legend referring to the Securities Act may be removed upon such distribution or other Transfer of such Registrable Securities pursuant to such Registration; provided that the distributee or transferee of such Registrable Securities is not and has not been for the preceding ninety (90) calendar days an affiliate of the Company (as defined in Rule 405 promulgated under the Securities Act). The Company’s obligations hereunder are conditioned upon the receipt of a representation letter reasonably acceptable to the Company from such Holder regarding such proposed pro rata in-kind distribution or other similar Transfer for no consideration of such Registrable Securities.

3.4Requirements for Participation in Registration Statement in Offerings. Notwithstanding anything in this Agreement to the contrary, if any Holder does not provide the Company with its requested Holder Information, the Company may exclude such Holder’s Registrable Securities from the applicable Registration Statement or Prospectus if the Company determines, based on the advice of counsel, that such information is necessary to effect the Registration and such Holder continues thereafter to withhold such information. Notwithstanding anything in this Agreement, the exclusion of a Holder’s Registrable Securities as a result of this Section ‎3.4 shall not affect the Registration of the other Registrable Securities to be included in such Registration.

3.5Suspension of Sales; Adverse Disclosure; Restrictions on Registration Rights.

3.5.1Upon 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 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 reasonably practicable after the time of such notice), or until it is advised in writing by the Company that the use of the Prospectus may be resumed.

3.5.2Subject to Section ‎3.5.3, if the filing, initial effectiveness or continued use of a Registration Statement in respect of any Registration at any time would (a) require the Company to make an Adverse Disclosure, (b) require the inclusion in such Registration Statement of financial statements that are unavailable to the Company for reasons beyond the Company’s control, or (c) in the good faith determination of the Board, be seriously detrimental to the Company or would reasonably be expected to have a material adverse effect on any proposal or plan by the Company or any subsidiary thereof to engage in any material acquisition or disposition of assets or stock or any merger, consolidation, tender offer, recapitalization, reorganization, financing or other material transaction or event involving the Company (including without limitation any “at the market” offering or other capital raise), and the Board determines that it is in the best interests of the Company to defer such filing, initial effectiveness or continued use at such time, the Company may, upon giving prompt written notice of such

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action to the applicable Holders (which notice shall not specify the nature of the event giving rise to such delay or suspension), delay the filing or initial effectiveness of, or suspend use of, such Registration Statement for the shortest period of time determined in good faith by the Company to be necessary for such purpose. In the event the Company exercises its rights under this Section ‎3.5.2, 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 until such Holder receives written notice from the Company that such sales or offers of Registrable Securities may be resumed, and in each case maintain the confidentiality of such notice and its contents.

3.5.3The right to delay or suspend any filing, initial effectiveness or continued use of a Registration Statement pursuant to Section ‎3.5.2 shall be exercised by the Company, in the aggregate, for not more than three (3) occasions, for not more than sixty (60) consecutive calendar days or for not more than one hundred and twenty (120) total calendar days, in each case, during any twelve (12)-month period.

3.6Reporting Obligations. As long as any Registrable Securities remain outstanding, the Company, at all times while it shall be a reporting company under the Exchange Act, shall use reasonable efforts 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; provided that any documents publicly filed or furnished with the SEC pursuant to the Electronic Data Gathering, Analysis and Retrieval System shall be deemed to have been furnished or delivered to the Holders pursuant to this Section ‎3.6. The Company further covenants that it shall use reasonable efforts to 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 Ordinary Shares 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 then in effect).

4.Indemnification and Contribution

4.1The Company agrees to indemnify, to the extent permitted by law, each participating Holder, its directors, officers, partners, managers, members, investment advisors, employees, shareholders and each Person who controls such Holder (within the meaning of the Securities Act) against all losses, claims, damages, liabilities and reasonable and documented out of pocket expenses (including, without limitation, reasonable and documented outside attorneys’ fees of one (1) law firm) arising from, in connection with, or relating to 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 (in the case of a Prospectus, in the light of the circumstances under which they were made) not misleading, except insofar as the same are caused by or contained in any information so furnished in writing to the Company or on behalf of such Holder expressly for use therein or such Holder 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 ‎4.1 shall not apply to amounts paid in settlement of any losses, claims, damages, liabilities and out of pocket expenses if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld, conditioned or delayed), nor shall the Company be liable for any losses, claims, damages, liabilities and out of pocket expenses 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 a Holder (B) in connection with any failure of such Holder to deliver or cause to be delivered a Prospectus made available by the Company in a timely manner, (C) as a result of offers or sales effected by or on behalf of any Person by

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means of a “free writing prospectus” (as defined in Rule 405 under the Securities Act) that was not authorized in writing by the Company, or (D) in connection with any offers or sales effected by or on behalf of a Holder in violation of Section ‎3.5.1 hereof.

4.2In connection with any Registration Statement in which a Holder is participating, such Holder shall furnish (or cause to be furnished) to the Company in writing such information as the Company reasonably requests for use in connection with any such Registration Statement or Prospectus (the “Holder Information”) and, to the extent permitted by law, shall indemnify the Company, its directors, officers and agents and each Person who controls the Company (within the meaning of the Securities Act) against all losses, claims, damages, liabilities and reasonable and documented out of pocket expenses (including, without limitation, reasonable outside attorneys’ fees) arising from, in connection with, or relating to any untrue or alleged untrue statement of material fact contained or incorporated by reference 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 (in the case of a Prospectus, in the 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 (or not contained in, in the case of an omission) any information so furnished in writing by or on behalf of such Holder expressly for use therein; provided, however, that the obligation to indemnify shall be several, not joint, among such Holders, and the liability of each such Holder shall be in proportion to and limited to the net proceeds received by such Holder from the sale of Registrable Securities giving rise to such indemnification obligation.

4.3Each Holder acknowledges its primary responsibilities under the Securities Act and covenants and agrees to not sell or otherwise Transfer Ordinary Shares or any interest therein without complying with the requirements of the Securities Act. Both the Company and its transfer agent and each of their directors, officers and agents and each Person who controls the Company and its transfer agent, may rely on this Section 4.3 and each Holder hereunder will indemnify and hold harmless each of such persons from all losses, claims, damages, liabilities and out-of-pocket expenses (including reasonable and documented outside attorneys’ fees) resulting from any breaches or violations of this Section 4.3.

4.4Any 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 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, conditioned or delayed). 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 (1) outside 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 includes a statement or admission of fault and culpability on the part of such indemnified party or which 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 Legal Proceeding.

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4.5The indemnification provided for under this Section ‎4 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 Registrable Securities.

4.6If the indemnification provided under this Section ‎4 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; provided, however, that the liability of the Holder shall be limited to the net proceeds received by such Holder from the sale of Registrable Securities giving rise to such indemnification obligation. 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 not made by, in the case of an omission), or relates to information supplied by (or not supplied by in the case of an omission), 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 in Section ‎4.1, Section ‎4.2 and Section ‎4.3 above, any legal or other fees, charges or expenses reasonably incurred by such party in connection with any Legal 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 ‎4.6 from any Person who was not guilty of such fraudulent misrepresentation.

5.Miscellaneous.

5.1Confidentiality. Each Shareholder agrees that any information obtained pursuant to this Agreement (including any information about any proposed Registration or offering pursuant to Section ‎2) will not be disclosed or used for any purpose other than the exercise of rights under this Agreement without the prior written consent of the Company; provided that any such information may be disclosed on a confidential basis to its directors, officers, employees, representatives and legal counsel or as required by law.

5.2Further Assurances. Each of the parties hereto shall perform such further acts and execute such further documents as may reasonably be necessary to carry out and give full effect to the provisions of this Agreement and the intentions of the parties as reflected thereby.

5.3Governing Law. NOTWITHSTANDING THE PLACE WHERE THIS AGREEMENT MAY BE EXECUTED BY ANY OF THE PARTIES HERETO, THE PARTIES EXPRESSLY AGREE THAT (1) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED UNDER THE LAWS OF THE STATE OF NEW YORK AND (2) THE VENUE FOR ANY ACTION TAKEN WITH RESPECT TO THIS AGREEMENT SHALL BE ANY STATE OR FEDERAL COURT IN NEW YORK COUNTY IN THE STATE OF NEW YORK.

5.4Waiver of Jury Trial. 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

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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 BY THIS AGREEMENT.

5.5Successors and Assigns; Assignment.

5.5.1Except as otherwise expressly set forth in this Agreement, the provisions hereof shall inure to the benefit of, and be binding upon, the successors, assigns, heirs, executors, and administrators of the parties hereto.

5.5.2None of the rights, privileges, or obligations set forth in, arising under, or created by this Agreement may be assigned or Transferred without the prior consent in writing of each party to this Agreement, with the exception of assignments and transfers from a Shareholder to any other Person which controls, is controlled by, or is under common control with, such Shareholder, and as to any Shareholder which is an entity, assignments and transfers to its direct or indirect partners, members or equity holders, any affiliate (as defined in Rule 405 promulgated under the Securities Act), or any related investment funds or vehicles controlled or managed by such persons or entities or their respective affiliates (for the avoidance of doubt, a managed account managed by the same investment manager of any member of either Sponsor shall be deemed an affiliate of such member) (collectively “Permitted Transferees”).

5.5.3Notwithstanding anything in this Section ‎5.5, (a) any Permitted Transferee shall, in connection with their assignment or transfer of Ordinary Shares, execute a Joinder Agreement to be entered into between the Company and such Permitted Transferee at the time of the applicable Transfer, pursuant to which such Permitted Transferee shall be deemed to be a party to this Agreement, and (b) any other Person owning or acquiring Registrable Securities may, at the Company’s request, execute a Joinder Agreement with the Company, pursuant to which such Person shall be deemed to be a party to this Agreement. Failure to comply with this Section ‎5.5.3 shall relieve the Company of its obligations under this Agreement with respect to such Permitted Transferee. Unless otherwise noted in the applicable Joinder Agreement, each Permitted Transferee shall be deemed a Holder.

5.6Amendment and Waiver. Any term of this Agreement may be amended and the observance of any term hereof may be waived (either prospectively or retroactively and either generally or in a particular instance) with the written consent of the Company and the Holders holding a majority-in-interest of the Registrable Securities; provided, however, that notwithstanding the foregoing, any amendment hereto or waiver hereof that adversely affects one Holder or a group of Holders, solely in its or their capacity as a holder of the shares of capital stock of the Company, in a manner that is materially different from the other Holders (in such capacity) shall require the consent of each Holder so affected.

5.7Other Registration Rights. The Company represents and warrants that no Person, other than a Holder of Registrable Securities, 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 Statement filed by the Company for the sale of securities for its own account or for the account of any other Person following the Closing Date. Further, each of the Company and the SPAC represents and warrants that this Agreement supersedes any other registration rights agreement, including the Original Agreements, or agreement with similar terms and conditions and in the event of a conflict between any such agreement or agreements and this Agreement, the terms of this Agreement shall prevail.

5.8Termination. This Agreement will automatically terminate upon the earlier to

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occur of (i) the tenth (10^th) anniversary of the date of this Agreement, (ii) any acquisition of the Company, including by way of merger or consolidation, after the Business Combination, as a result of which the Registrable Securities are converted into the right to receive consideration consisting solely of cash or other property other than securities listed on a national securities exchange registered under Section 6 of the Exchange Act or (iii) with respect to any Holder, on the date that such Holder no longer holds any Registrable Securities.

5.9Shareholder Information. Each Shareholder agrees, if requested in writing, to represent to the Company the total number of Registrable Securities held by such Holder in order for the Company to make determinations hereunder.

5.10Notices. All notices and other communications required or permitted hereunder to be given to a party to this Agreement shall be in writing and shall be mailed by registered mail, postage prepaid, or otherwise delivered by electronic mail, hand or by messenger, addressed to such party’s address as set forth in the shareholders register maintained by the Company or at such other address with respect to a party as such party shall notify each other party in writing as above provided. Any notice sent in accordance with this Section ‎5.10 shall be effective (a) on the date of delivery if delivered personally; (b) one (1) Business Day after being sent by a nationally recognized overnight courier guaranteeing overnight delivery; (c) when sent, if delivered by email (provided that no “error message” or other notification of non-delivery is generated); or (d) on the fifth (5th) Business Day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Any notice or communication under this Agreement must be addressed, if to the Company, to: Covalto Ltd., Boulevard Miguel de Cervantes Saavedra, Piso 16, 11520, Ciudad de México, CDMX, Attention: David Poritz and Eduardo Mendoza, Email: dporitz@credijusto.com; emendoza@credijusto.com, copy to Simpson Thacher & Bartlett LLP, Attention: S. Todd Crider, tcrider@stblaw.com, and, if to any Holder, at such Holder’s address, email 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) calendar days after delivery of such notice as provided in this Section ‎5.10.

5.11Delays or Omissions. No failure or delay of a 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. Any waiver, permit, consent, or approval of any kind or character on the part of any party of any breach or default under this Agreement, or any waiver on the part of any party of any provisions or conditions of this Agreement, must be in writing and shall be effective only to the extent specifically set forth in such writing. 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.

5.12Severability. In the event that any term, provision, covenant or restriction of this Agreement, or the application thereof, is held to be illegal, invalid or unenforceable under any present or future Legal Requirement: (i) such provision will be fully severable; (ii) this Agreement will be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof; (iii) the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid or unenforceable provision or by its severance herefrom; and (iv) in lieu of such illegal, invalid or unenforceable provision, there will be added automatically as a part of this Agreement a legal, valid and enforceable provision as similar in terms of such illegal, invalid or unenforceable provision as may be possible.

5.13Counterparts; Electronic Execution. This Agreement may be executed in

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multiple counterparts (including by facsimile or electronic transmission (including .pdf file, .jpeg file, Adobe Sign, or DocuSign)), all of which shall be considered one and the same document and shall become effective when one or more counterparts have been signed by each of the parties hereto and delivered to the other parties, it being understood that all parties need not sign the same counterpart. Delivery by electronic transmission to counsel for the other parties of a counterpart executed by a party shall be deemed to meet the requirements of the previous sentence.

5.14Aggregation of Shares. All Ordinary Shares held by affiliated Persons shall be aggregated together for the purpose of determining the availability of any rights under this Agreement.

5.15No Third-Party Beneficiaries. Except as expressly provided in this Agreement, this Agreement (including the documents and instruments referred to herein) is not intended to confer on any Persons other than the parties hereto any rights, remedies, obligations or liabilities hereunder.

5.16Mutual Drafting. This Agreement is the joint product of the parties hereto and each provision hereof has been subject to the mutual consultation, negotiation and agreement of the parties and shall not be construed for or against any party hereto.

5.17Effectiveness; Entire Agreement; Restatement. This Agreement shall become effective as of the Closing and prior thereto shall be of no force or effect. If the Business Combination Agreement is terminated in accordance with its terms prior to the Closing, this Agreement shall automatically terminate and be of no force or effect. Upon Closing, this Agreement shall constitute the full and entire agreement and understanding between the parties with respect to the subject matter hereof and supersedes all prior agreements, including the Original Agreements, and understandings relating to such subject matter.

5.18Adjustments. If, and as often as, there are any changes in the Registrable Securities by way of share split, share dividend, combination or reclassification, or through merger, consolidation, reorganization, recapitalization or sale, or by any other means, appropriate adjustment shall be made in the provisions of this Agreement, as may be required, so that the rights, privileges, duties and obligations hereunder shall continue with respect to the Registrable Securities as so changed.

[Remainder of page intentionally left blank.]

IN WITNESS WHEREOF the parties have signed this Agreement as the date first set forth above.

COVALTO LTD.
By:
	Name:
	Title:

[Signature Page to Registration Rights Agreement] 

LIV CAPITAL ACQUISITION CORP. II.

By: 

Name:

Title:

Address:

LIV CAPITAL ACQUISITION SPONSOR, L.P. II

By: 

Name:

Title:

Address:

Controalosa, S.A. de C.V.

By: 

Name:

Title:

Address:

[Signature Page to Registration Rights Agreement] 

Guillermo Zambrano Martinez

Address:

Trebol Holdings, S.A. de C.V.

By: 

Name:

Title:

Address:

Guillermo Zambrano Martinez

Address:

[Signature Page to Registration Rights Agreement] 

Alejandro Morera

Address:

Ana Luz Álvarez

Address:

Fausto Miranda

Address:

[Signature Page to Registration Rights Agreement] 

Jorge Viesca

Address:

Miguel de Angoitia Legorreta

Address:

Fernando González

Address:

[Signature Page to Registration Rights Agreement] 

Fumberto Zesati González

Address:

José Antonio Solano Arroyo

Address:

José Alverde Losada

Address:

[Signature Page to Registration Rights Agreement] 

María Fernanda Alonso Avilés

Address:

Mariana Romero Casillas

Address:

Luis Rodrigo Clemente Gamero

Address:

[Signature Page to Registration Rights Agreement] 

Patricio Mangino Lissarrague

Address:

Miriam Corona Chacón

Address:

Gustavo Robles Ríos

Address:

[Signature Page to Registration Rights Agreement] 

Alejandro Uribe Riba

Address:

Edgar Alejandro Perdomo Liceras

Address:

Administradora LIV Capital, S.A.P.I. de C.V.

Address:

[Signature Page to Registration Rights Agreement] 

Miguel Ángel Dávila Guzmán

Address:

	EarlyBirdCapital, Inc.
	By:
	Name:
T	Title:
	Address:

David Nussbaum

Address:

[Signature Page to Registration Rights Agreement] 

Steven Levine

Address:

Mauro Conijeski

Address:

Allan Apoj Pascal

Address:

[Signature Page to Registration Rights Agreement] 

David Solomon Poritz

Address:

Eduardo Mendoza

Address:

Kaszek Ventures Opportunity II, L.P

By: 

Name:

Title:

Address:

[Signature Page to Registration Rights Agreement] 

Kaszek Ventures III, L.P.

By: 

Name:

Title:

Address:

Kaszek Ventures Opportunity I, L.P.

By: 

Name:

Title:

Address:

Elevar Investments Canada LP

By: 

Name:

Title:

Address:

[Signature Page to Registration Rights Agreement] 

QED LatAm Fund LP

By: 

Name:

Title:

Address:

QED Fund III, LP

By: 

Name:

Title:

Address:

QED LatAm Fund II, LP

By: 

Name:

Title:

Address:

[Signature Page to Registration Rights Agreement] 

City Hall Capital LLC

By: 

Name:

Title:

Address:

Broadhaven Credijusto I, LLC

By: 

Name:

Title:

Address:

Broadhaven Credijusto II, LLC

By: 

Name:

Title:

Address:

[Signature Page to Registration Rights Agreement] 

Broadhaven Credijusto III, LLC

By: 

Name:

Title:

Address:

Broadhaven Credijusto IV, LLC

By: 

Name:

Title:

Address:

Broadhaven Credijusto V, LLC

By: 

Name:

Title:

Address:

[Signature Page to Registration Rights Agreement] 

Broadhaven Credijusto VI, LLC

By: 

Name:

Title:

Address:

M4Fund, LLC

By: 

Name:

Title:

Address:

SSC Venture Fund, LLC

By: 

Name:

Title:

Address:

[Signature Page to Registration Rights Agreement] 

VPC Specialty Lending Investments Intermediate, L.P.

By: 

Name:

Title:

Address:

VPC Specialty Finance Fund I, L.P.

By: 

Name:

Title:

Address:

VPC Specialty Lending Fund (NE), L.P.

By: 

Name:

Title:

Address:

[Signature Page to Registration Rights Agreement] 

VPC Specialty Lending Fund (NE), Ltd.

By: 

Name:

Title:

Address:

Flatiron Investors Credijusto, LLC

By: 

Name:

Title:

Address:

[Signature Page to Registration Rights Agreement] 

Supernode Ventures Credijusto LLC

By: 

Name:

Title:

Address:

Supernode Ventures I, L.P.

By: 

Name:

Title:

Address:

[Signature Page to Registration Rights Agreement] 

James R. Gates Separate Property Revocable Trust

By: 

Name:

Title:

Address:

M and D Two Limited

By: 

Name:

Title:

Address:

Zachary Frankel

By: 

Name:

Title:

Address:

[Signature Page to Registration Rights Agreement] 

Ricky Sperber

By: 

Name:

Title:

Address:

Novel Strategy Investments S.A.

By: 

Name:

Title:

Address:

Point72 Ventures Investments, LLC

By: 

Name:

Title:

Address:

[Signature Page to Registration Rights Agreement] 

Thomvest Ventures Opportunities I LP

By: 

Name:

Title:

Address:

Banco Invex, S.A., Institución de Banca Múltiple, Invex Grupo Financiero, Acting Solely in its Capacity as Trustee Pursuant to the Contrato de Fideicomiso Irrevocable de Emisión de Certificados Bursátiles Fiduciarios de Desarrollo Número F/2416

By: 

Name:

Title:

Address:

LIV Mexico Growth Fund IV, L.P.

By: 

Name:

Title:

Address:

[Signature Page to Registration Rights Agreement] 

NRZ RMBS V L.L.C.

By: 

Name:

Title:

Address:

Bienes Infra Investment, S.A.

By: 

Name:

Title:

Address:

Pine Tree Group S.A.

By: 

Name:

Title:

Address:

[Signature Page to Registration Rights Agreement] 

[___________]¹

By: 

Name:

Title:

Address:

¹Additional Covalto Investors may be included

[Signature Page to Registration Rights Agreement] 

Schedule I

Certain Holders

1. LIV CAPITAL ACQUISITION SPONSOR, L.P. II

2. Controalosa, S.A. de C.V.

3. Guillermo Zambrano Martínez

4. Trebol Holdings, S.A. de C.V.

5. Alejandro Morera

6. Ana Luz Álvarez

7. Fausto Miranda

8. Jorge Viesca

9. Miguel de Angoitia Legorreta

10. Fernando González

11. Humberto Zesati González

12. José Antonio Solano Arroyo

13. José Alverde Losada

14. Jorge C. Esteve Recolons

15. María Fernanda Alonso Avilés

16. Mariana Romero Casillas

17. Luis Rodrigo Clemente Gamero

18. Patricio Mangino Lissarrague

19. Miriam Corona Chacón

20. Gustavo Robles Ríos

21. Alejandro Uribe Riba

22. Edgar Alejandro Perdomo Liceras

23. Administradora LIV Capital, S.A.P.I. de C.V.

24. Miguel Ángel Dávila Guzmán

25. EarlyBirdCapital, Inc.

26. David Nussbaum

27. Steven Levine

28. Mauro Conijeski

Exhibit A

Form of Joinder Agreement 

[ ], 20[__]

Reference is hereby made to the Registration Rights Agreement, dated [Ÿ], 20[__] (the “RRA”), by and among Covalto Ltd., a Cayman Islands exempted company (the “Company”), and the Shareholders named therein. Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to such terms in the RRA.

Pursuant to Section 5.5 of the RRA, each of the undersigned hereby acknowledges, agrees and confirms that, by its execution of this Joinder Agreement, it shall be deemed to be a party to the RRA as if it were an original signatory thereto and hereby expressly assumes, and agrees to perform and discharge, all of the obligations and liabilities of a party thereto as the case may be, under the RRA. All references in the RRA to the “Shareholders” or “Holders”, as the case may be, shall hereafter include each of the undersigned and their respective successors, as applicable.

Each of the undersigned hereby agrees to promptly execute and deliver any and all further documents and take such further action as the Company, the Shareholders or any undersigned party may reasonably require to effect the purpose of this Joinder Agreement.

[Signature Pages Follow]

IN WITNESS WHEREOF, the parties hereto have executed this Joinder Agreement as of the date herein above set forth.

[•]

By: 

Name:

Title:

Address:

COVALTO LTD.

By: 

Name:

Title:

[Signature Page to Joinder Agreement] 

EX-10.5

Exhibit 10.5

CONTRIBUTION AGREEMENT

This Contribution Agreement (this “Agreement”) is entered into on August 17, 2022, by and among (i) LIV Capital Acquisition Sponsor II, L.P., a Cayman Islands exempted limited partnership (acting through the GP (as defined below), as its general partner) (“Sponsor”), (ii) the undersigned, certain limited partners of the Sponsor and LIV Sponsor II GP, LLC (the “GP”) (each, a “Rollover Party” and collectively, the “Rollover Parties”), (iii) LIV Capital Acquisition Corp. II, a Cayman Islands exempted company (“LIVB”) and (iv) Covalto Ltd., a Cayman Islands exempted company (“Covalto”). Sponsor, each of the Rollover Parties, LIVB and Covalto are each sometimes referred to herein as a “Party” and collectively as the “Parties.”

RECITALS

Reference is made to the Business Combination Agreement, dated as of August 17, 2022 (as may be amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement”), by and among LIVB, Covalto, and Covalto Merger Sub Ltd., a Cayman Islands exempted company and direct, wholly-owned subsidiary of Covalto (“Merger Sub”), and the Redemption Agreement, dated as of August 16, 2022 (the “Redemption Agreement”), by and among Sponsor, the Rollover Parties, and LIVB. Capitalized terms used and not defined herein have the meanings ascribed to them in the Business Combination Agreement or the Redemption Agreement, as applicable.

The Rollover Parties beneficially own the Promissory Notes. The GP holds certain Promissory Notes as an agent acting on behalf of the other Rollover Parties. In connection with the execution of the Business Combination Agreement, the Redemption Agreement and this Agreement, the Rollover Parties desire to effect the Contributions (as defined below).

NOW THEREFORE, in consideration of the mutual agreements contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, hereby agree as follows:

1.       Contribution; Deliverables.

(a)      Covalto Contribution. After the closing conditions set forth in Article 9 of the Business Combination Agreement (the “Closing Conditions”) have been satisfied, but before the Merger is effected, each Rollover Party shall contribute its Promissory Note to Covalto in exchange for a number of Covalto Shares and a number of New Covalto Warrants equal to the numbers of Covalto Shares and New Covalto Warrants, respectively, set forth for each such Rollover Party on Schedule I (each such Rollover Party’s Covalto Shares and New Covalto Warrants, collectively their “Covalto Securities,” and such contribution by the Rollover Parties, the “Covalto Contribution”). Upon the Covalto Contribution, Covalto shall update its Register of Members to reflect the issuance of the Covalto Shares. The Covalto Contribution shall take place remotely by the exchange of documents and signatures.

(b)       Cancellation of Promissory Notes. Immediately after the Merger, Covalto shall contribute the Promissory Notes to LIVB in exchange for LIVB Class A Ordinary Shares and, as

a result thereof, the Promissory Notes shall be cancelled and cease to exist, the (“LIVB Contribution” and together with the Covalto Contribution, the “Contributions”). The LIVB Contribution shall take place remotely by the exchange of documents and signatures.

2.       Agent. The GP and the other Rollover Parties agree that, with respect to the Promissory Notes that the GP holds on behalf of such other Rollover Parties, the GP will participate in the Contributions as an agent acting on behalf of those other Rollover Parties.

3.       Representations and Warranties of Covalto. Covalto hereby represents and warrants to the Rollover Parties as follows:

(a)       Covalto has been duly incorporated, is validly existing and is in good standing under its jurisdiction of incorporation, and has the requisite power and authority to own, operate and lease its properties, rights and assets and to conduct its business as presently conducted and to enter into, deliver and perform its obligations under this Agreement. This Agreement constitutes the valid and legally binding obligation of Covalto enforceable in accordance with its terms and conditions (except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or similar Laws affecting creditors’ rights generally and by general equitable principles).

(b)       Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will (i) violate any Law or other restriction of any Governmental Authority to which Covalto is subject or any provision of Covalto’s organizational documents, or (ii) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any Person the right to accelerate, terminate, modify or cancel, or require any notice under, any agreement, contract, lease, license, instrument or other arrangement to which Covalto is a party or by which it is bound or to which any of its assets is subject, in each case except as would not adversely affect the ability of Covalto to perform its obligations hereunder. Covalto is not required to give any notice to, make any filing with or obtain any authorization, consent or approval of any Governmental Authority in order for the Parties to consummate the transactions contemplated hereby, except as may be necessary as a result of any facts or circumstances relating solely to any Rollover Party or as described in Section 4.5 of the Business Combination Agreement.

4.       Representations and Warranties of the Rollover Parties. Each Rollover Party hereby represents and warrants to Covalto, solely as to itself and not with respect to any other Rollover Party, as follows:

(a)       Such Rollover Party has all requisite power and authority to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of such Rollover Party enforceable in accordance with its terms and conditions (except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or similar Laws affecting creditors’ rights generally and by general equitable principles).

(b)       Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will (i) violate any Applicable Law or other restriction of any Governmental Authority to which such Rollover Party is subject or (ii) conflict with, result in a

2 

breach of, constitute a default under, result in the acceleration of, create in any Person the right to accelerate, terminate, modify or cancel, or require any notice under, any agreement, contract, lease, license, instrument or other arrangement to which such Rollover Party is a party or by which it is bound or to which any of such Rollover Party’s assets is subject, in each case except as would not adversely affect the ability of such Rollover Party to perform its obligations hereunder. Such Rollover Party is not required to give any notice to, make any filing with or obtain any authorization, consent or approval of any Governmental Authority in order for the Parties to consummate the transactions contemplated hereby, except as may be necessary as a result of any facts or circumstances relating solely to any other Party to this Agreement.

(c)       At the time of the Covalto Contribution, such Rollover Party will beneficially own all of the Promissory Notes Shares and Warrants set forth for such Rollover Party on Schedule I attached hereto free and clear of any restrictions on transfer (other than any restrictions under the Securities Act).

5.       Governing Law. This Agreement, and all claims or causes of action based upon, arising out of, or related to this Agreement shall be governed by, and construed in accordance with, the internal substantive Laws of the State of Delaware applicable to contracts entered into and to be performed solely within such state, without giving effect to principles or rules of conflict of laws to the extent such principles or rules would require the application of Laws of another jurisdiction.

6.       Jurisdiction; Waiver of Jury Trial. Any Action based upon, arising out of or related to this Agreement may be brought in federal and state courts located 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 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 7. 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.

7.       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.

8.       Miscellaneous.

3 

(a)       This Agreement may be executed in two 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 of the Parties has received a counterpart hereof signed by the other Parties 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).

(b)       The language used in this Agreement shall be deemed to be the language chosen by the Parties to express their mutual intent, and no rule of strict construction shall be applied against any Party.

(c)       This Agreement and the documents referred to herein constitute the entire agreement among the Parties and supersede any prior understandings, agreements or representations by or among the Parties, written or oral, that may have related in any way to the subject matter hereof.

* * * *

4 

IN WITNESS WHEREOF, the undersigned have duly executed and delivered this Agreement as of the date written above.

LIV CAPITAL ACQUISITION SPONSOR II, L.P.
By:	LIV Sponsor II GP, LLC, its general partner
By:	/s/ Alexander Roger Rossi
Name:	Alexander Roger Rossi
Title:	Managing Partner

By:	/s/ Humberto Zesati González
Name:	Humberto Zesati González
Title:	Managing Partner

[Signature Page – Contribution Agreement]

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

[Signature Page – Contribution Agreement]

COVALTO LTD.
By:	/s/ DAVID SOLOMON PORITZ
Name:	DAVID SOLOMON PORITZ
Title:	CO-CHIEF EXECUTIVE OFFICER AND DIRECTOR

[Signature Page – Contribution Agreement]

CONTROALOSA, S.A. DE C.V.
By:	/s/ JOSE ALVERDE LOSADA
Name:	JOSE ALVERDE LOSADA
Title:	LEGAL REPRESENTATIVE

[Signature Page – Contribution Agreement]

By:	/s/ GUILLERMO ZAMBRANO MARTINEZ
Name:	GUILLERMO ZAMBRANO MARTINEZ

[Signature Page – Contribution Agreement]

TREBOL HOLDINGS S.A. DE C.V.
By:	/s/ ANGEL ALVAREZ CADAVIELO
Name:	ANGEL ALVAREZ CADAVIELO
Title:	LEGAL REPRESENTATIVE

[Signature Page – Contribution Agreement]

By:	/s/ ALEJANDRO MORERA MITVE
Name:	ALEJANDRO MORERA MITVE
Title:	ROLLOVER PARTY DE LIV CAPITAL ACQUISITION SPONSOR II, L.P.

[Signature Page – Contribution Agreement]

By:	/s/ ANA LUZ ÁLVAREZ GALINDO
Name:	ANA LUZ ÁLVAREZ GALINDO
Title:	ROLLOVER PARTY DE LIV CAPITAL ACQUISITION SPONSOR II, L.P.

[Signature Page – Contribution Agreement]

By:	/s/ FAUSTO MIRANDA
Name:	FAUSTO MIRANDA

[Signature Page – Contribution Agreement]

By:	/s/ JORGE VIESCA GARCIA DE ALLOA
Name:	JORGE VIESCA GARCIA DE ALLOA

[Signature Page – Contribution Agreement]

By:	/s/ MIGUEL DE ANGOITIA LEGORRETA
Name:	MIGUEL DE ANGOITIA LEGORRETA
Title:	DIRECTOR

[Signature Page – Contribution Agreement]

By:	/s/ FERNANDO GONZÁLEZ
Name:	FERNANDO GONZÁLEZ

[Signature Page – Contribution Agreement]

By:	/s/ HUMBERTO ZESATI GONZÁLEZ
Name:	HUMBERTO ZESATI GONZÁLEZ

[Signature Page – Contribution Agreement]

By:	/s/ JOSÉ ANTONIO SOLANO ARROYO
Name:	JOSÉ ANTONIO SOLANO ARROYO

[Signature Page – Contribution Agreement]

By:	/s/ JOSÉ ALVERDE LOSADA
Name:	JOSÉ ALVERDE LOSADA

[Signature Page – Contribution Agreement]

By:	/s/ JORGE C. ESTEVE RECOLONS
Name:	JORGE C. ESTEVE RECOLONS

[Signature Page – Contribution Agreement]

By:	/s/ MARÍA FERNANDA ALONSO AVILÉS
Name:	MARÍA FERNANDA ALONSO AVILÉS

[Signature Page – Contribution Agreement]

By:	/s/ MARIANA ROMERO CASILLAS
Name:	MARIANA ROMERO CASILLAS

[Signature Page – Contribution Agreement]

By:	/s/ LUIS RODRIGO CLEMENTE GAMERO
Name:	LUIS RODRIGO CLEMENTE GAMERO

[Signature Page – Contribution Agreement]

By:	/s/ PATRICIO MANGINO LISSARRAGUE
Name:	PATRICIO MANGINO LISSARRAGUE

[Signature Page – Contribution Agreement]

By:	/s/ MIRIAM CORONA CHACÓN
Name:	MIRIAM CORONA CHACÓN

[Signature Page – Contribution Agreement]

By:	/s/ GUSTAVO ROBLES RÍOS
Name:	GUSTAVO ROBLES RÍOS

[Signature Page – Contribution Agreement]

By:	/s/ ALEJANDRO URIBE RIBA
Name:	ALEJANDRO URIBE RIBA

[Signature Page – Contribution Agreement]

By:	/s/ ALEJANDRO EDGAR PERDOMO
Name:	ALEJANDRO EDGAR PERDOMO

[Signature Page – Contribution Agreement]

ADMINISTRADORA LIV CAPITAL, S.A.P.I. DE C.V.
By:	/s/ HUMBERTO ZESATI GONZÁLEZ
Name:	HUMBERTO ZESATI GONZÁLEZ
Title:	ATTORNEY-IN-FACT

[Signature Page – Contribution Agreement]

By:	/s/ MIGUEL ÁNGEL DÁVILA GUZMÁN
Name:	MIGUEL ÁNGEL DÁVILA GUZMÁN

[Signature Page – Contribution Agreement]

Schedule I

Rollover Parties

Rollover Party	Shares Repurchased and Warrants Redeemed in Repurchase and Redemption		Promissory Note Amount	To Be Received in Contributions
	Redeemable Shares	Warrants		Covalto Shares	New Covalto Warrants
Controalosa, S.A. de C.V.	200,000	200,000	$1,000,000.00	200,000	200,000
Guillermo Zambrano Martínez	25,000	25,000	$125,000.00	25,000	25,000
Trebol Holdings, S.A. de C.V.	25,000	25,000	$125,000.00	25,000	25,000
Alejandro Morera	20,000	20,000	$100,000.00	20,000	20,000
Ana Luz Álvarez	20,000	20,000	$100,000.00	20,000	20,000
Fausto Miranda	100,000	100,000	$500,000.00	100,000	100,000
Jorge Viesca	10,000	10,000	$50,000.00	10,000	10,000
Miguel de Angoitia Legorreta	10,000	10,000	$50,000.00	10,000	10,000
Fernando González	10,000	10,000	$50,000.00	10,000	10,000
Humberto Zesati González	749,915	1,604,336	$1,016,616.49	749,915	1,604,336

José Antonio Solano Arroyo	20,000	-	$174.67	20,000	-
José Alverde Losada	20,000	-	$174.67	20,000	-
Jorge C. Esteve Recolons	20,000	-	$174.67	20,000	-
María Fernanda Alonso Avilés	31,019	-	$270.91	31,019	-
Mariana Romero Casillas	44,313	-	$387.01	44,313	-
Luis Rodrigo Clemente Gamero	31,019		$270.91	31,019
Patricio Mangino Lissarrague	21,270	-	$185.76	21,270	-
Miriam Corona Chacón	5,318	-	$46.45	5,318	-
Gustavo Robles Ríos	21,270	-	$185.76	21,270	-
Alejandro Uribe Riba	5,318	-	$46.45	5,318	-
Edgar Alejandro Perdomo Liceras	7,090	-	$61.92	7,090	-
Administradora LIV Capital, S.A.P.I. de C.V.	35,633	-	$25,223.87	35,633	-

Miguel Ángel Dávila Guzmán 496,918 1,268,997 $15,015.12 496,918 1,268,997

EX-99.1

EXHIBIT 99.1

Covalto, a Leading Digital Banking and Services Platform for SMEs in Mexico, to list on Nasdaq via Merger with LIV Capital Acquisition Corp. II

- The transaction marks the first time a Mexican fintech has agreed to publicly list on a U.S. stock exchange, valuing Covalto at an estimated pro-forma valuation of $547 million.

- The listing will accelerate Covalto’s growth and product offering for Mexico’s underserved Small and Medium-Size Enterprises (SMEs).

- The transaction includes a committed financing of $60 million, $30 million of which has previously been funded and $30 million of which will be funded by LIV Capital following this announcement.

MEXICO CITY and NEW YORK – August 18, 2022 — Covalto Ltd. (“Covalto”), a leading digital banking and services platform for SMEs in Mexico, and LIV Capital Acquisition Corp. II (“LIVB”) (NASDAQ: LIVB), a special purpose acquisition company launched by Mexico City-based fund LIV Capital, announced today that they have entered into a business combination agreement that will result in Covalto becoming a U.S.-listed company. Upon closing of the transaction, subject to required regulatory and listing approvals, LIVB will be renamed Covalto and remain listed on Nasdaq under the new ticker symbol “CVTO,” marking the first time shares of a Mexican fintech will publicly trade on a U.S. stock exchange.

Formerly known as Credijusto, Covalto was an early innovator in building the technology infrastructure in Mexico to leverage digital tax, e-invoice and other financial data to underwrite and service SMEs at scale. Covalto provides a one-stop solution for SMEs by bringing together a multi-product credit offering, banking services and a full suite of business analytics tools. Through the combination of rigorous and near-instant data analysis with superior underwriting processes, the company supports the banking needs of thousands of SME clients and has maintained one of the lowest loan loss ratios in the Mexican fintech industry.

The company has a robust track record of growth dating back to its founding, as originations grew at a 152% CAGR from 2015 to 2021. Loan originations reached $189 million in 2021 and the company is projecting over $270 million for 2022 and $400 million for 2023. Last year, Covalto became the first Mexican fintech to acquire a regulated bank, providing the company direct access to Mexico’s interbank payment system and significantly lowering its cost of funding.

Covalto is run by its founders and Co-Chief Executive Officers Allan Apoj and David Poritz. Since inception, the company has received backing from a world-class group of institutional investors including QED Investors, Kaszek, Goldman Sachs, Point72 Ventures, Ignia, Credit Suisse and Victory Park Capital.

“SMEs are the backbone of the Mexican and Latin American economies, yet their banking and financing needs are not being properly met,” said David Poritz. “Due to limited innovation and the outdated technology of incumbent banks, SMEs in Mexico are insufficiently integrated into the modern banking system and are not able to fully access the world’s growing digital economy. We built Covalto to address this challenge and unlock the potential of Latin American SMEs via digital banking and credit solutions.”

Allan Apoj added: “We are grateful to be supported by LIV Capital and are confident they will become important value-added partners for Covalto.”

LIVB raised gross proceeds of $114.5 million in its initial public offering on February 7, 2022, with the aim to combine with a technology-enabled business operating in a high-growth and underserved segment in Mexico.

“The convergence of financial services and technology is driving disruption in the Mexican market, and Covalto is at the forefront of this trend,” said Alex Rossi, Chairman & CEO of LIVB. “We are partnering with an exceptional management team which has built a leading digital banking and financial services platform in Mexico, addressing the significant SME credit opportunity in the region.”

SME Financing Opportunity in Mexico

Mexico currently has the lowest credit penetration in Latin America, as outstanding loans represent only 38% of GDP – compared to 70% in Brazil and 216% in the United States. According to data from the International Finance Corporation, market concentration in Mexico has left a funding gap for SMEs amounting to more than $160 billion, underlying the growth potential for digital financial services.

As one of the top trading partners to the United States, with 2021 volume of $660 billion or approximately 14% of total U.S. trade, Mexico has greatly benefited from its strong ties to the U.S. The country’s economic stability is further highlighted by the strength of its currency, which has remained stable over the past five years, while its main peer currencies in Latin America have depreciated significantly.

Transaction Overview

The deal values Covalto at an implied $547 million pro-forma enterprise value. The transaction is expected to further strengthen Covalto’s balance sheet, generating up to $177 million of capital before expenses, assuming no redemptions from LIVB shareholders.

This transaction will be accompanied by a committed financing of $60 million, $30 million of which has previously been funded and $30 million of which will be funded by LIV Capital following this announcement. The proceeds will enable the company to continue its growth trajectory, expand its product suite and identify M&A opportunities in Mexico and Latin America, as well as pay transaction expenses.

Existing Covalto shareholders will roll 100% of their equity in the transaction and are expected to own over 72% upon closing of the deal (assuming no redemptions). Covalto shareholders have the potential to receive an earnout of additional 2.5 million shares of common stock of the combined company if certain stock price targets are met as set forth in the definitive business combination agreement.

The transaction has been unanimously approved by the boards of directors of Covalto and LIVB, and is expected to close in the first quarter of 2023, subject to, among other things, SEC review, approval by LIVB’s shareholders, regulatory approvals, and satisfaction of other customary closing conditions.

Additional information about the proposed transaction, including a copy of the business combination agreement and investor presentation, will be provided in a Current Report on Form 8-K to be filed by LIVB with the Securities and Exchange Commission, which can be accessed at www.sec.gov as well as online at http://www.livcapitalspac.mx/livcapitalspac-ii.html

Advisors

Simpson Thacher & Bartlett LLP and Davis Polk & Wardwell LLP are acting as legal advisors to Covalto and LIVB, respectively.

EarlyBirdCapital, Inc. is acting as exclusive financial and capital market advisor to LIVB.

Conference Call and Webcast Information

Covalto and LIVB will host a conference call to discuss the proposed business combination on August 18, 2022 at 10:00am ET. The call may be accessed by dialing +52 55 4169 6926 for Mexico or +1 646 931 3860 for USA & international callers. Once connected please dial the conference ID "869 5326 3364"

Zoom webcast registration: https://us02web.zoom.us/webinar/register/WN_JvTr_ojSQO-P60dMZIxZKg

An investor presentation will be available on: https://covalto.com/investor-relations/

A replay of the call will also be available after 11:00 am ET on August 19, 2022. To access the replay participants should register beforehand in the link, and provide the conference ID of “869 5326 3364” while dialing in.

Please visit the Investor Info section of LIVB’s website at http://www.livcapitalspac.mx/livcapitalspac-ii.html to access the webcast.

About Covalto

Founded in 2015, Covalto is a leading digital banking and services platform for SMEs in Mexico. The company provides a product ecosystem of lending, banking and business analytics solutions to support SMEs throughout their lifecycle via products that are superior in price, speed of delivery and quality of customer experience. The company uses a combination of cutting-edge software design, innovative applications of data science and advanced internal processes for decision making and product structuring. To learn more about Covalto, visit covalto.com.

About LIVB

LIVB is a newly organized blank check company, formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. LIV Capital Acquisition Sponsor II, L.P. (“Sponsor”) is an affiliate of LIV Capital, a private equity fund manager 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. LIV Capital’s managing partners, Alex Rossi, Humberto Zesati and Miguel Ángel Dávila have substantial experience and expertise in acquiring, building, operating and scaling global businesses in constantly evolving environments. To learn more about LIV Capital, visit livcapital.mx.

Important Information and Where to Find It

This press release relates to a proposed transaction between LIVB and Covalto. LIVB intends to file a registration statement (“Registration Statement”), which will include a proxy statement for the solicitation of LIVB shareholder approval and a prospectus for the offer and sale of Covalto securities in the transaction, and other relevant documents with the Securities and Exchange Commission (“SEC”) to be used at its extraordinary general meeting of shareholders to approve the proposed transaction with Covalto. The proxy statement will be mailed to shareholders as of a record date to be established for voting on the proposed business combination. INVESTORS AND SECURITY HOLDERS OF LIVB AND COVALTO ARE URGED TO READ THE REGISTRATION STATEMENT, PROXY STATEMENT, PROSPECTUS AND OTHER RELEVANT DOCUMENTS THAT WILL BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and security holders will be able to obtain free copies of the registration statement, proxy statement, prospectus and other documents containing important information about LIVB and Covalto once such documents are filed with the SEC, through the website maintained by the SEC at www.sec.gov. In addition, investors and security holders will be able to obtain free copies of the documents filed with the SEC by LIVB in the Investor Relations section of LIVB’s website at http://www.livcapitalspac.mx/livcapitalspac-ii.html.

Participants in the Solicitation

LIVB, Covalto and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies of LIVB’s shareholders in connection with the proposed transaction. Investors and securityholders may obtain more detailed information regarding the names and interests in the proposed transaction of LIVB’s directors and officers in LIVB’s filings with the SEC, including the forthcoming proxy/prospectus statement and LIVB’s prospectus in connection with its initial public offering, which was filed with the SEC on February 9, 2022 and the Form 8-K relating to Item 5.02 filed with the SEC on July 1, 2022. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies to LIVB’s shareholders in connection with the proposed business combination will be set forth in the Registration Statement for the proposed business combination when available.

No Offer or Solicitation

This communication shall not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the proposed transactions. This communication shall also not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdictions in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of section 10 of the Securities Act of 1933, as amended (the “Securities Act”).

Forward Looking Statements

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended, including statements regarding the proposed transactions. LIVB’s and Covalto’s actual results may differ from its expectations, estimates and projections and consequently, you should not rely on these forward-looking statements as predictions of future events. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,” “continue,” and similar expressions are intended to identify such forward-looking statements. These forward-looking statements include, without limitation, LIVB’s and Covalto’s expectations with respect to future performance and anticipated financial impacts of the proposed transaction.

These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially from the expected results. Most of these factors are outside LIVB’s and Covalto’s control and are difficult to predict. Factors that may cause such differences include, but are not limited to: (1) the approvals, timing, and ability to complete the proposed business combination; (2) the benefits of the proposed business combination, including future financial and operating results of the combined company; (3) the impact of COVID-19 or other adverse public health developments; (4) costs related to the proposed business combination; (5) changes in applicable laws or regulations; (6) the possibility that the combined company may be adversely affected by other economic, business, and/or competitive factors; (7) the risk that the proposed transaction disrupts current plans and operations of Covalto as a result of the announcement and consummation of the transactions described herein; (8) the ability to meet Nasdaq’s listing standards following the consummation of the transactions contemplated by the business combination agreement; and (9) other risks and uncertainties that will be detailed in the proxy statement/prospectus to be filed on Form F-4 with the SEC and as indicated from time to time in LIVB and Covalto’s respective filings with the SEC. Forward looking statements speak only as of the date they are made. Except as required by law, neither LIVB or Covalto has any intention or obligation to update or to publicly announce the results of any revisions to any of the forward-looking statements to reflect actual results, future events or developments, changes in assumptions or changes in other factors affecting the forward-looking statements.

Contacts:

For Media:

Damian Fraser, Miranda Partners

damian.fraser@miranda-partners.com

For Covalto Investors:

Ricardo Rodriguez, VP of Investor Relations

ir@covalto.com

For LIV Capital Investors:

Alexander Roger Rossi, Chief Executive Officer

arossi@livcapital.mx

EX-99.2

Exhibit 99.2

Empowering Mexico’s Underserved SMEs Investor Presentation August 2022

2 Disclaimer GENERAL This presentation (together with oral statements made in connection herewith, 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 among Covalto Ltd . (together with its subsidiaries, the “Company”) and LIV Capital Acquisition Corp . II (“LIVB”) and related transactions (the “Proposed Business Combination”) and for no other purpose . By accepting this Presentation, you acknowledge and agree that all of the information contained herein or disclosed orally during this Presentation is confidential, that you will not distribute, disclose and use such information for any purpose other than for the purpose of your firm’s participation in the potential financing, that you will not distribute, disclose or use such information in any way detrimental to the Company or LIVB, and that you will return to the Company and LIVB, delete or destroy this Presentation upon request . No representations or warranties, express or implied are given in, or in respect of the accuracy or completeness of, this Presentation or any other information (whether written or oral) that has been or will be provided to you . You are also being advised that the U . S . securities laws restrict persons with material non - public information about a company obtained directly or indirectly from that company from purchasing or selling securities of such company, or from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell such securities on the basis of such information . To the fullest extent permitted by law, in no circumstances will LIVB, the Company or any of their respective subsidiaries, security holders, affiliates, representatives, partners, directors, officers, employees, advisers or agents be responsible or liable for any direct, indirect or consequential loss or loss of profit arising from the use of this Presentation, its contents, its omissions, reliance on the information contained within it, or on opinions communicated in relation thereto or otherwise arising in connection therewith . 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 the Company or the Proposed Business Combination . Viewers of this Presentation should each make their own evaluation of the Company and of the relevance and adequacy of the information and should make such other investigations as they deem necessary . Nothing herein should be construed as legal, financial, tax or other advice . You should consult your own advisers concerning any legal, financial, tax or other considerations concerning the opportunity described herein . The general explanations included in this Presentation cannot address, and are not intended to address, your specific investment objectives, financial situations or financial needs . If the Proposed Business Combination is pursued, LIVB will be required to file a registration statement (which will include a proxy statement/prospectus of LIVB) and other relevant documents with the Securities and Exchange Commission (“SEC”) . Shareholders and other interested persons are urged to read the registration statement and any other relevant documents filed with the SEC when they become available because they will contain important information about LIVB, the Company and the Proposed Business Combination . Shareholders will be able to obtain a free copy of the registration statement (when filed), as well as other filings containing information about LIVB, the Company and the Proposed Business Combination, without charge, at the SEC’s website located at www . sec . gov . LIVB, the Company and their directors and executive officers and other persons may be deemed to be participants in the solicitations of proxies from LIVB’s shareholders in respect of the Proposed Business Combination and the other matters set forth in the registration statement . Information regarding LIVB’s directors and executive officers is available under the heading “Management” in its final prospectus, filed with the SEC on February 7 , 2022 and its Form 8 - K (relating to Item 5 . 02 ) filed on July 1 , 2022 . Additional information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the registration statement relating to the Proposed Business Combination when it becomes available . NO OFFER OR SOLICITATION This Presentation relates to the potential financing of a portion of the Proposed Business Combination through a private placement of LIVB’s ordinary shares . This Presentation shall not constitute a “solicitation” as defined in Section 14 of the Securities Exchange Act of 1934 , as amended . This Presentation does not constitute an offer, or a solicitation of an offer, to buy or sell any securities, investment or other specific product, or a solicitation of any vote or approval, nor shall there be any sale of securities, investment or other specific product 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 . Any offering of securities (the “Securities”) will not be registered under the Securities Act of 1933 , as amended (the “Securities Act”), and will be offered as a private placement to a limited number of qualified institutional buyers, institutional “accredited investors” as defined in Rule 501 (a)(l), ( 2 ), ( 3 ), ( 7 ) or ( 8 ) under the Securities Act, “qualified institutional buyers” as defined in Rule 144 A under the Securities Act and “Institutional Accounts” as defined in FINRA Rule 4512 (c) . Accordingly, the Securities must continue to be held unless a subsequent disposition is exempt from the registration requirements of the Securities Act . Investors should consult with their counsel as to the applicable requirements for a purchaser to avail itself of any exemption under the Securities Act . The transfer of the Securities may also be subject to conditions set forth in an agreement under which they are to be issued . Investors should be aware that they might be required to bear the final risk of their investment for an indefinite period of time . Neither the Company nor LIVB is making an offer of the Securities in any state where the offer is not permitted . NEITHER THE SEC NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THE SECURITIES OR DETERMINED IF THIS PRESENTATION IS ACCURATE OR COMPLETE . INDUSTRY AND MARKET DATA Although all information and opinions expressed in this Presentation, including market data and other statistical information, were obtained from sources believed to be reliable and are included in good faith, the Company and LIVB have not independently verified the information and make no representation or warranty, express or implied, as to its accuracy or completeness . Some data is also based on the good faith estimates of the Company and LIVB, which are derived from their respective reviews of internal sources as well as the independent sources described above . None of LIVB, the Company, their respective affiliates, or any third parties that provide information to LIVB, the Company, and their respective affiliates, such as market research firms, is responsible for any errors or omissions (negligent or otherwise), regardless of the cause, or the results obtained from the use of such content . LIVB and the Company may have supplemented such information where necessary, taking into account publicly available information about other industry participants and the Company's management's best view as to information that is not publicly available . TRADEMARKS AND TRADE NAMES

3 Disclaimer FORWARD - LOOKING STATEMENTS All statements other than statements of historical facts contained in this Presentation are forward - looking statements . Forward - looking statements may generally be identified by the use of words such as “believe,” “may,” “will . ” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,” “would,” “plan,” “project,” “forecast,” “predict,” “potential,” “seem,” “seek,” “future,” “outlook,” “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 other financial and performance metrics, projections of market opportunity and market share . These statements are based on various assumptions, whether or not identified in this Presentation, and on the current expectations of the Company’s and LIVB’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 may differ from assumptions, and such differences may be material . Many actual events and circumstances are beyond the control of the Company and LIVB . 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 the Company or LIVB is not obtained ; the failure to realize the anticipated benefits of the Proposed Business Combination ; risks relating to the uncertainty of the projected financial information with respect to the Company ; risks related to the development and commercialization of the Company’s technology and the timing and achievement of expected business milestones ; the effects of competition on the Company’s business ; the amount of redemption requests made by LIVB’s public shareholders ; the ability of LIVB or the combined company to issue equity or equity - linked securities or obtain debt financing in connection with the Proposed Business Combination or in the future and those factors discussed in LIVB’s final prospectus and 10 - Q, filed with the SEC on February 7 , 2022 and May 12 , 2022 , respectively , under the heading “Risk Factors,” and other documents of LIVB filed, or to be filed, with the SEC . If any of these risks materialize or LIVB’s or the Company’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 LIVB nor the Company presently know or that LIVB and the Company 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 LIVB’s and the Company’s expectations, plans or forecasts of future events and views as of the date of this Presentation . LIVB and the Company anticipate that subsequent events and developments will cause LIVB’s and the Company’s assessments to change . However, while LIVB and the Company may elect to update these forward - looking statements at some point in the future, LIVB and the Company specifically disclaim any obligation to do so . These forward - looking statements should not be relied upon as representing LIVB’s and the Company’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 . PRELIMINARY FINANCIAL INFORMATION This presentation includes the Company's preliminary estimated unaudited financial results for 2021 . The financial information for 2021 is unaudited and reflects the Company's estimates based on the most current information available to management . The estimates are preliminary, subject to completion of the Company's financial closing procedures and may be revised as a result of management’s further review of the results . During the course of the preparation of the Company's 2021 consolidated financial statements, the Company may identify items that require material adjustments to the preliminary estimated financial information in this Presentation . These preliminary estimated financial results are not a comprehensive statement of the Company's financial results for 2021 , and the Company's actual results may differ materially from these estimates as a result of the completion of the Company's financial closing procedures, final adjustments, the audit and other developments that may arise between now and the time the financial results for 2021 are finalized . PRO FORMA FINANCIAL INFORMATION This presentation contains unaudited pro forma financial information reflecting the Company’s acquisition of Banco Finterra S . A . , Institución de Banca Multiple (“Banco Finterra”) . Such financial information has not been audited, reviewed or verified by any independent accounting firm . The inclusion of pro forma financial information in this presentation should not be regarded as a representation or warranty by the Company or any other person as to the accuracy or completeness of such information’s portrayal of the financial condition or results of operations of Banco Finterra ; is not intended to represent or be indicative of the results of operations or financial position that the Company would have reported had the acquisition of Banco Finterra been completed as of the dates and for the periods presented herein ; and should not be taken as representative of the Company’s results of operations or financial condition following the completion of the transactions described in this presentation . USE OF PROJECTIONS This Presentation contains projected financial information with respect to the Company . Such projected financial information constitutes forward - looking information, is for illustrative purposes only and should not be relied upon as necessarily being indicative of future results . The assumptions and estimates underlying such financial forecast information are inherently uncertain and are subject to a wide variety of significant technical, 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 the “Forward - Looking Statements” paragraph above for a description of many of such risks and uncertainties . Actual results may differ materially from the results contemplated by the financial forecast 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 forecasts will be achieved . Neither LIVB’s nor the Company’s independent auditors 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 . FINANCIAL INFORMATION; NON - GAAP FINANCIAL MEASURES The financial information and data contained in this Presentation is unaudited and reflects the pro forma results of the Company . Further, the financial information does not conform to Regulation S - X promulgated under the Securities Act . Accordingly, such information and data may not be included in, may be adjusted in or may be presented differently in, any proxy statement/prospectus or registration statement to be filed by LIVB with the SEC . Some of the financial information and data contained in this Presentation, such as Adjusted Net

4 Alex Rossi CEO & Chairman David Poritz Co - Founder & Co - CEO Eduardo Mendoza CFO Today’s Presenters 4 • Founded in 2000, LIV Capital is a leading Private Equity firm in the Mexican market • LIV Capital Acquisition Corp. II (“LIVB”) is the firm’s second blank check company, which raised US$114.5M via its IPO in February 2022 • In 2021, t he firm successfully closed a business combination between LIV Capital Acquisition Corp. I (“LIVK”) and Agile Thought Inc. ( Nasdaq:AGIL ) , a leading provider of digital transformation services

Convergence of Financial Services an d Technology Proven high - growth business model with attractive unit economics Unique tech & data advantage – +540mm e - invoices Cov alto is fully aligned with LIVB’s investment thesis 5 First - mover advantage – only Mexican fintech with a bank charter Underserved sector 5mm SMEs in Mexico 1 Institutional investor base and experienced management team 1. INEGI

6 ▪ Covalto and LIVB merger with a pro forma fully diluted enterprise value of $547mm 1 ▪ Post - closing entity Covalto to remain listed on the Nasdaq under ticker CVTO ▪ Expected closing Q1 2023 ▪ The transaction will be accompanied by a committed financing of $60 million, $30 million of which has already been funded and $30 million from LIV Capital which will be funded following the announcement ▪ 100% consideration in the form of roll over shares to existing Covalto shareholders ▪ Additional earn - out for existing shareholders: 2.5 million shares, of which 50% are delivered at the $13.50 threshold and 50% are delivered at the $17.50 threshold ▪ Assuming no redemptions, pro forma ownership will be 65% existing Covalto shareholders, 10% mandatorily convertible note holders, 16% SPAC public shareholders, 4% SPAC founder shares and 5% ESOP ▪ Founders and current Covalto management will continue to run the company providing continuity and focus on long - term value creation ▪ LIVB entitled to appoint 1 independent director of the Board of Directors of the post - closing company 1. Refer to page 7 for further detail. Transaction Overview Transaction Description Transaction Structure 1 Pro Forma Ownership 1 6 Governance

7 $ mm Note: Please refer to “Disclaimer” on Slides 2 - 3 including under the headers “Forward - Looking Statements”, “Use of Projections”, “Pro Forma Financial Information” and “Financial information; Non - GAAP financial Measures” for the disclaimer regarding the forecasts and projections included in this presentation. Note: Transaction includes a Seller Earn - Out of 2.5mm shares (50% will vest only if the VWAP of the post - combination company ordinary shares exceeds $13.50 for 20 trading days within any 30 trading day period occurring no later than the fifth anniversary of the Closing; and 50% will vest only if the VWAP of the post - combination company ordinary shares exceeds $17.50 for 20 trading days within any 30 trading day period occurring no later than the fifth anniversary of the Closing). 1. Assumes no redemptions. Actual results may vary 2. Proceeds from mandatorily convertible notes received prior to Closing, including $30mm anchor investment by LIV Capital 3. Excludes public warrants, seller earn - out shares, and newly approved ESOP shares vesting based on share price performance 4. Includes $8mm from BLaO , excludes $203mm in secured and operating debt 5. Includes full conversion of other existing convertible notes and full exercise of existing warrants 6. Subject to customary regulatory approvals $547mm Pro Forma Total Enterprise Value 5.5x 2023E Total Revenue 16% Public LIVB SPAC Shareholders’ Ownership 3 Illustrative Post - Transaction Ownership Breakdown Illustrative Pro Forma Capitalization Sources & Uses Closing Expected Q1 2023 6 $ mm (except per share) Transaction Structure Cash in Trust 1 $116.8 Mandatorily Convertible Notes 2 $59.8 Total Sources $176.6 Cash to Balance Sheet $163.6 Estimated Transaction Fees $13.0 Total Uses $176.6 7 Share Price at Close $10.0 Pro Forma Shares Outstanding 3 70.3 Pro Forma Equity Value $703 (+) Corporate Debt 4 $8 ( - ) Cash to Balance Sheet ($164) Pro Forma Total Enterprise Value $547 Enterprise Value / 2023E Total Revenue 5.5x 65% 16% 10% 4% 5% Rolled Equity from Existing Investors Public SPAC Shareholders Mandatorily Convertible Notes SPAC Sponsors ESOP 5

Empowering Mexico’s Underserved SMEs

9 The Covalto Opportunity Stable and Underserved Market Mexico represents a unique opportunity as the second largest US trade partner with the most stable currency in LatAm, paired with extremely low credit penetration for SMEs Best - in - Class Credit Performance Unique technology leveraging powerful e - invoice and tax data enabling best - in - class risk management 9 Attractive Financial Profile High - growth, high attachment products with compelling unit economics Full Banking Charter Only fintech with a fully regulated banking license delivering access to low - cost funding supporting a diversified product suite Customer Experience Redefined by Technology Superior product delivery model purpose - built for SMEs

10 • We developed a data and technology platform using e - invoice and digital tax data to underwrite and service SMEs at scale • We introduced a multi - product offering to address the full spectrum of SME financial needs • We built low - cost acquisition channels via B2B embedded partnerships with Uber Eats and Monsanto , and solidified our direct channel • We acquired a bank to halve our funding costs, add new revenue streams and better serve business customers • We continue to expand our product offering by introducing trade finance and a corporate credit card Full - Stack Operating System for Mexican SMEs 10

$0.1 $0.8 $4.0 $15.6 $50.2 $107.8 $139.8 $352.7 $468.0 A Track Record of Successful Product Development and M&A 11 Cumulative Origination 2 Products Acquisitions Secured Business Loans Equipment Leases Embedded Finance Credit Card 1 Trade Finance Acquisition Acquisition Unsecured Business Loans 2015 2017 2018 2020 2021 2016 2019 2022 1. Credit Card launched in beta mode, expecting full launch through the bank in September 2022 2. Financial information for the 2021 year is unaudited pro forma financial information, giving effect to the Company’s acquisition of Banco Finterra as if it occurred on January 1, 2021. May not be indicative of actual or future results. Savings Accounts $ mm

12 12 Note: Fixed exchange rate of $20 MXN/USD for projected revenue figures; 2017 - 2020 revenue exclude Banco Finterra . 2021 financial information is from preliminary estimated unaudited financial statements for 2021, which are based on currently available information and subject to completion of financial closing procedures and the audit. Actual 2021 financial information may differ materially from these preliminary estimates pending completion of financial closing procedures and the audit. Projected data based upon Management good faith targets and are subject to significant risks. Financial information for the 2021 year is unaudited pro forma financial information, giving effect to the Company’s acquisition of Banco Finterra as if it occurred on January 1, 2021. May not be indicative of actual or future results. $0.1 $0.6 $1.4 $8.8 $19.9 $24.1 $39.9 $64.5 $100.0 2015A 2016A 2017A 2018A 2019A 2020A 2021P 2022E 2023E Note: Please refer to "Disclaimer" on Slides 2 - 3 including under the headers "Forward - Looking Statements", "Use of Projections“, “Preliminary Financial Information”, “Pro Forma Financial Information” and "Financial Information; Non - GAAP financial Measures" for the disclaimer regarding the forecasts, projections and preliminary financial information included in this presentation. 2021 financial information is from preliminary estimated unaudited financial statements for 2021, which are based on currently available information and subject to completion of financial closing procedures and the audit. Actual 2021 financial information may differ materially from these preliminary estimates pending completion of financial closing procedures and the audit. Projected data based upon Management good faith targets and are subject to significant risks. 1. Includes active credit cards and total deposit accounts 2. Q1 2022 historic loss ratio net of recoveries, excluding Banco Finterra Total Revenue ($ mm) Key Business Highlights 400 Current Employees 540 mm+ Unique e - Invoices Historical Loss Ratio 2 ~1.0% $412 mm Projected 2023E Originations 49% YoY Growth $100 mm Projected 2023E Total Revenue 55% YoY Growth 7,000+ 2022E Clients 1

13 1. As of May 2022 Source: U.S. Census Bureau, World Bank, IMF Data Mexico Represents a Significant Opportunity for Credit Growth in the Context of a Stable Economy 13 Currency Performance vs. USD - 36.4% - 22.9% 6.9% - 10.8% - 25.8% -50.0% -40.0% -30.0% -20.0% -10.0% 0.0% 10.0% 20.0% 30.0% Jan-17 Jun-17 Nov-17 Apr-18 Sep-18 Feb-19 Jul-19 Dec-19 May-20 Oct-20 Mar-21 Aug-21 Jan-22 Jun-22 Brazilian Real Chilean Peso Mexican Peso Peruvian Sol Colombian Peso Credit Penetration as a % of GDP % of GDP 39% 70% 54% 55% 124% 216% Mexico Brazil Colombia Peru Chile United States Top 5 U.S. Trade Partners: 2019 - 2022 1 $ billions $2,129 $2,126 $2,052 $706 $647 Canada Mexico China Japan Germany

14 1. The World Bank data 2. INEGI 3. International Monetary Fund (IMF) LatAm Region $5T LatAm GDP 1 25mm LatAm SMEs 3 Substantial Revenue Opportunity Targeting 5mm Underserved Mexican SMEs Addressable SME opportunity is massive… • SMEs in Mexico represent 52% of gross production and supply 78% of jobs 2 … and neglected by traditional banks • But receive only 11% of business credit 1 • Leading to a $500Bn credit gap, representing Covalto’s target market Mexico Market $1.1T Mexican GDP 1 5mm Mexican SMEs 2 14

15 Source: Euromonitor Covalto’s Advantage: Proprietary technology coupled with +540mm e - invoice data pool Countries with e - Invoice Systems Countries with e - Invoice Systems in Process Current Global e - Invoice Coverage Mexico is Ahead of the Curve 15 In 2014 Mexico became the second country in LatAm to implement and require an e - invoice system

16 +540mm # of e - invoices + tax remittances Data ~1.0% 1Q22 Net of Recoveries 1 Loss Rate +90 Tech team in Latin America Robust Tech UX/UI Digital experience, utilizing proprietary data intelligence Customer - Centric 1. Excludes Banco Finterra Leveraging e - Invoice and Digital Tax Data to Serve Mexican SMEs Full end - to - end electronic loan application with typical approval within 24 hours Real time credit monitoring Complete reconstruction of customer financial statements, risks and tax compliance 1. 2. 3. 16

17 Covalto Provides a Differentiated Offering to Meet SME Needs Larger enterprise focus Limited SME product offering Lengthy, manual process Paper - centric and offline x Rapid, fully digital experience x High - quality user experience x Real - time decisioning and analytics driving underwriting outperformance Traditional data sources No real - time customer view Siloed, outdated systems x Real - time decisioning and analytics Incumbent Banks x Multi - product offering addressing full spectrum of SME financing needs x Rapid, fully digital experience x High - quality user experience Other Fintechs Higher credit losses versus Covalto Product Suite Customer Experience Data & Tech Economics 17 x Low cost of funds through regulated bank x Direct access to payment rails x Strong credit performance x Low cost of funds through regulated bank x Direct access to payment rails Higher cost of funds Require intermediary to access payment rails Poor credit performance

18 Customer Inbounds SME customer applies for financing through platform High - Speed Lending Decisions Data - driven models yield strong credit performance Source: Mexican Credit Bureau – Fintech Credit Market Behavior and Covalto estimates Data Drives Underwriting Outperformance e - Invoice & Digital Tax Data Partner Data Bank & Financial Statements Self Reported Data Performance Data Payment History D&B Data Government Census Data SME Data Lake 18

19 Full - Stack Operating System For Mexican SMEs Complete Suite of Lending, Banking and SaaS Solutions to Serve SMEs 19 Leases Business Loans Platform Driven by Proprietary SME Data Lake Checking & Debit Accounts Savings Accounts Tax Compliance Monitoring Credit Cards Financial Health Scorecard Trade Finance Software Trade Finance ACH Network

20 Comprehensive Lending Product Suite to Meet SME Needs 20 ▪ Working capital and investments ▪ Secured and unsecured Business Loans ▪ Finance equipment purchases ▪ Liquidity for existing assets Business Leases ▪ Factoring, inventory, export and LOCs ▪ Domestic and international trade Trade Finance Up to $1,500,000 Up to 60 - month term Up to $1,500,000 Up to 24 - month term Up to $1,000,000 Up to 180 - day term

21 • Fully digital application and onboarding • Zero opening fees and 1% cashback Waitlist of over 4,500 SME applications Strategic AMEX Partner in Mexico Launching in September 2022 • Expense management tools and analytics for cost reduction • Enhanced security and anti - fraud systems 21 Growing Suite of Financing Products to Better Serve SMEs Corporate Credit Cards for Seamless Digital Payments

22 Product Strategy Partner Strategy Embedded Finance Strategy Low cost, informed customer acquisition with efficient product delivery. FinServ - via - SaaS FinServ products offered to SME customers through our partners’ digital platforms Merchant Partners Integration delivers complete financial product suite to partners’ SME customer base 22 Exclusive

23 Origination by Channel 1 Total 2019 Originations $59mm Total 2021 Originations 4 $189mm Direct sales channel builds reliable source of leads with high customer loya lty and provides higher margins Embedded channel generated 23% of YTD originations, with significant potential for growth Expansion of direct and embedded channels diversifies origination mix and lowers customer acquisition costs (“CAC”) 2 Embedded CAC: 1.0 – 2.5% Di rect CAC: 1.5 – 4.5% Partner CAC: 3.0 – 5.5% 72% 54% 28% 24% 28% 22% 40% 54% 24% 32% 22% 2019 2020 2021 2022YTD Partner Direct Embedded 1. Channel mix for Covalto standalone origination (excluding Banco Finterra), calculated by number of disbursements. 2. Ranges based on management estimates. Percentages are of the originated loan amount. 3. Data as of June 2022. 4. Financial information for the 2021 year is unaudited pro forma financial information, giving effect to the Company’s acquisit ion of Banco Finterra as if it occurred on January 1, 2021. May not be indicative of actual or future results. Diversified Origination Channels 23 3

24 • Covalto’s proprietary underwriting capabilities have consistently outperformed the industry • Stable and compelling credit performance, including through the pandemic 90+ Days NPL Ratio Technology & Data Drive Strong Credit Performance Covalto vs. Mexican Fintech Industry 24 1. As of Q1 2022, latest data set available at CONDUSEF 2. Weighted average based on total portfolio 3. Excludes Banco Finterra Source: CONDUSEF and Covalto financials Fintech Industry Average 2 Covalto 3 12.5% 8.8% 7.5% 9.6% 5.2% 6.9% 3.8% 3.8% Q4 2019 Q4 2020 Q4 2021 Q2 2022 1

25 Banking Platform Supports Diversified Low - Cost Funding 25 1. Annualized monthly funding cost. Pre - acquisition figure as of June 2021, combined figure as of June 2022. 2. Fixed exchange rate of $20 MXN/USD 3. “ Fideicomisos Instituidos en Relación con la Agricultura” – Mexican Government trusts focused on providing funding to agro - related SMEs. Existing facility has TIIE+1.5% cost 4. Considers $190mm from upsized FIRA facility and $30mm from NAFINSA and Bancomext, which we are currently negotiating. Expected cost at TIIE+2.5% 17.8 % Pre-Bank Acquisition Post - Bank Acquisition Reduction 460bps Deposit Funding Government / Development Bank Funding $7 $13 $32 January 2022 June 2022 2022E $78 $22 $100 $230 Current 2022E Available Utilized 4 $ mm 2 $ mm 2 13.2% 10.7% June 2022 2025E 1 3

26 Pursuing M&A in Data & Financial Services Prudently Expanding Across LatAm Scaling High - Attachment Credit & Payment Products Building Latin America’s Next Generation Financial Services Platform Well - Defined Strategy to Drive Accelerated Growth 26 Growing Market Share in SME Banking and Credit Services in Mexico

27 Covalto Co - Founders Co - Founders divide key responsibilities across the organization David Poritz Co - CEO Previous: Co - Founder of Equitable Origin B.A. from Brown University M.Sc. from University of Oxford as a Rhodes Scholar Main Responsibilities Sales & Growth Credit & Risk Technology & Product Operations Main Responsibilities Finance & Accounting Capital Markets Investor Relations Legal & Compliance Allan Apoj Co - CEO Previous: Ve rtex Private Equity and Mexican Ministry of Finance B.A. from Brown University 27

28 World - Class Management Team Deep experience at high growth firms & regulated financial institutions 28 Jean - Bernard Rolland Chief Technology Officer Mark McCoy Mexico Country Head Previous: Co - Founder & CTO of Visor ADL, VP of Product at Recommind , VP at SAP B.Sc. from Télécom Paris, M.A. from Sorbonne University, MBA from Stanford Graduate School of Business Previous: VP & CCO of Global Commercial Charge Card at AMEX, CRO at AMEX Mexico B.Sc. from College of Engineering (Pune, India), M.Sc. from State University of New York Previous: Co - Founder & CEO of Banco Finterra , CP at Citigroup B.A. from Babson College, MBA from Columbia Business School Sanjeev Patny Chief Credit, Data & Risk Officer Eric Schwartz Head of Strategy Previous: Head of Capital Markets and Strategic Planning at Payoneer , Corporate Strategy and Finance at Tishman Speyer, Global Strategy and M&A at AIG B.A. from University of Pennsylvania Eduardo Mendoza Chief Financial Officer Previous: Co - Founder of SQN Latina, MD at BMO Capital Markets and BBVA Bancomer B.A. from ITAM, M.Sc. from University of Salford Ricardo Combariza Chief People Officer Previous: Head of People at Conekta , Director of Organizational Development at Softtek B.Sc. from Universidad Iberoamericana Sergio Arias Chief Operating Officer Previous: COO of Banistmo , VP of Products and Channels, Head of Corporate Projects Grupo BanColombia B.Sc. In Administrative Engineering from Universidad Nacional de Colombia, M.Sc. in Economics from IE, Spain Ariel Lupa Chief Legal Officer Previous: Associate at Martínez, Algaba, de Haro y Curiel and Nassar, Nassar & Asociados B.A. from ITAM, M.A. from Universidad Panamericana

29 Our Global Investors Debt Equity Debt We have raised equity and debt from blue chip partners 29

30 3.8 11.6 31.6 46.5 2020A 2021P 2022E 2023E Total Revenue Financial Performance & Outlook 30 Gross Profit and Margin 2 0.1 0.6 1.4 8.8 19.9 24.1 39.9 64.5 100.0 2015A 2016A 2017A 2018A 2019A 2020A 2021P 2022E 2023E ’21P – ’23E CAGR 58% 16% 29% 49% 3 47% ’21P – ’23E CAGR 100% Note: Please refer to "Disclaimer" on Slides 2 - 3 including under the headers "Forward - Looking Statements", "Use of Projections“, “Preliminary Financial Information”, “Pro Forma Financial Information” and "Financial Information; Non - GAAP financial Measures" for the disclaimer regarding the forecasts, projections and preliminary financial information included in this presentation. 2021 financial information is from preliminary estimated unaudited financial statements for 2021, which are based on currently available information and subject to completion of financial closing procedures and the audit. Actual 2021 financial information may differ materially from these preliminary estimates pending completion of financial closing procedures and the audit. Projected data based upon Management good faith targets and are subject to significant risks. 1. Average historical exchange rate used for 2019 - 2021 figures. Fixed exchange rate of $20 MXN/USD for projected figures; 2019 - 2020 financials exclude Banco Finterra. Financial information for the 2021 year is unaudited pro forma financial information, giving effect to the Company’s acquisition of Banco Finterra as if it occurred on January 1, 2021. May not be indicative of actual or future results. 2. Net of Covalto’s funding costs and provisions; margin based on total revenue 3. Includes one - time ~$10mm reserve release from sale of Banco Finterra’s legacy NPL portfolio in June 2022 $ mm 1 $ mm 1

31 Financial Overview $ mm (1) unless otherwise indicated 2019A 2020A 2021P (2) 2022E 2023E Interest Income $16.3 $21.0 $35.0 $58.1 $89.0 Fee Income & Other $3.6 $3.1 $4.8 $6.4 $11.0 Total Revenue $19.9 $24.1 $39.9 $64.5 $100.0 Funding Costs ($9.8) ($15.5) ($22.0) ($26.8) ($43.0) Net Revenue $10.1 $8.6 $17.8 $37.7 $57.0 Net Provisions for Credit Losses ($0.8) ($4.8) ($6.2) ($6.0) ($10.3) Gross Profit $9.4 $3.8 $11.6 $31.6 $46.5 Depreciation on Lease Portfolio ($1.1) ($1.6) ($1.9) ($7.0) ($12.7) Operating Expenses (3) ($22.3) ($27.3) ($50.1) ($72.6) ($54.3) Pre - Tax Income (4) ($14.0) ($25.1) ($40.4) ($48.1) ($20.6) Taxes ($3.6) ($7.3) $1.4 ($9.6) ($6.2) Net Income ($10.4) ($17.7) ($41.8) ($38.4) ($14.4) Key Metrics Total Revenue Growth - 21.2% 65.4% 61.8% 55.1% Gross Margin 47.1% 15.8% 29.2% 48.9% 46.5% Originations $59.3 $26.9 $188.9 $274.6 $405.8 Total Portfolio (5) 69.0 63.5 212.7 281.4 478.7 Originations Growth - (54.6%) 601.8% 45.3% 47.8% Total Portfolio Growth (5) - (7.9%) 234.7% 32.3% 70.1% Powerful Model Generating Profitable Growth 31 Note: Please refer to "Disclaimer" on Slides 2 - 3 including under the headers "Forward - Looking Statements", "Use of Projections“, “Preliminary Financial Information”, “Pro Forma Financial Information” and "Financial Information; Non - GAAP financial Measures" for the disclaimer regarding the forecasts, projections and preliminary financial information included in this presentation. 2021 financial information is from preliminary estimated unaudited financial statements for 2021, which are based on currently available information and subject to completion of financial closing procedures and the audit. Actual 2021 financial information may differ materially from these preliminary estimates pending completion of financial closing procedures and the audit. Projected data based upon Management good faith targets and are subject to significant risks. 1. Average historical exchange rate used for 2019 - 2021 figures. Fixed exchange rate of $20 MXN/USD for projected figures; 2019 - 2020 financials exclude Banco Finterra. 2. Financial information for the 2021 year is unaudited pro forma financial information, giving effect to the Company’s acquisition of Banco Finterra as if it occurred on January 1, 2021. May not be indicative of actual or future results. 3. Operating Expense in 2022E includes one - time restructuring cost and non - recurring expenses 4. Net of Covalto’s funding costs, total operating expenses and stock options vesting plan; margin based on Net Revenue. Pre - Tax Income is a non - GAAP measure. 5. Total portfolio represents gross receivable balance across business loans, business leases, trade finance, embedded finance, and credit cards.

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