Exhibit
10.9


 


ASSIGNMENT
AND ASSUMPTION AGREEMENT 


 


THIS
ASSIGNMENT AGREEMENT (“Agreement”) is made and entered into as of November 6, 2019, by and among (i) LIVE Fund
I Partners L.P., an Ontario limited partnership (the “Assignor”); (ii) LIV Capital Acquisition Sponsor, L.P.,
a Cayman Islands exempted limited partnership (the “Assignee”); and (iii) LIV Capital Acquisition Corp.,
a Cayman Islands exempted company and blank check company (the “Maker”).


 


WHEREAS,
the Assignor is a party to a Promissory Note, dated October 3, 2019, with Maker as borrower (the “Promissory Note”);
and


 


WHEREAS,
the Assignor desires to assign, and the Assignee desires to assume, the Promissory Note.


 


NOW
THEREFORE, for good and valuable consideration, the parties hereto agree as follows:


 


1.       Assignment.
The Assignor hereby assigns to the Assignee all of the Assignor’s right, title and interest under the Promissory Note.


 


2.       Assumption.
The Assignee hereby accepts the assignment from the Assignor set forth in Paragraph ‎1 hereof and assumes all of the Assignor’s
right, title and interest under the Promissory Note.


 


3.       Consent.
Pursuant to Section 13 of the Promissory Note, Maker consents to the assignment provided for in this Agreement.


 


4.       Governing
Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD
TO THE CONFLICTS OF LAW PRINCIPLES OF SUCH JURISDICTION.


 


5.       Successors
and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors
and assigns.


 


6.       Severability.
If any provision of this Agreement shall be held invalid, illegal or unenforceable, the validity, legality or enforceability of
the other provisions of this Agreement shall not be affected thereby, and there shall be deemed substituted for the provision
at issue a valid, legal and enforceable provision as similar as possible to the provision at issue.


 


7.       Counterparts.
This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original copy of this Agreement
and all of which, when taken together, will be deemed to constitute one and the same agreement. The exchange by facsimile of executed
counterparts of this Agreement shall be deemed execution and delivery thereof.


 


[Signature
pages follow]


 




     


     


    

IN
WITNESS WHEREOF, the parties have caused this Agreement to be duly executed and delivered as of the date first written above.


 


	 	ASSIGNOR:

         

        LIVE Fund I Partners
        L.P.

        

        


         

	 	By:	/s/ Alexander Roger
    Rossi
	 	 	Name:Alexander Roger Rossi
	 	 	Title:Managing Partner

         




 


 


 





[Signature
Page to Assignment and Assumption Agreement] 










 




     


     


    

	 

                    

                    

                    

                    ASSIGNEE:

                     

         

        LIV Capital Acquisition
        Sponsor, L.P.

        

        Acting by its General
        Partner

        

        LIV GP Master, S.A.P.I.
        de C.V.

        


        

        


         

	By:	/s/ Miguel Ángel
    Dávila Guzmán
	 	Name:Miguel Ángel Dávila Guzmán
	 	Title: Managing Director

         




 


 


 


[Signature
Page to Assignment and Assumption Agreement] 


 


	 	 




     


     


    

	MAKER:

                     

         

        LIV Capital Acquisition
        Corp.

        

        


         

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

         








 


 


 


[Signature
Page to Assignment and Assumption Agreement]