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.




 




    10 


     


    

 


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:



 




    12 


     


    

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]


 




    13 


     


    

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]