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


 




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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.


 




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(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.


 


****


 




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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



  




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	 	LIV CAPITAL ACQUISITION CORP.
II.


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



 


 







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	 	COVALTO LTD.



	 	 
	 	 
	 	 By:  	/s/ DAVID SOLOMON PORITZ

	 	Name:	DAVID SOLOMON PORITZ

	 	Title:	CO-CHIEF EXECUTIVE OFFICER AND DIRECTOR




 


 


 


 


 


 










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	 	CONTROALOSA, S.A. DE C.V.



	 	 
	 	 
	 	 By:  	/s/ JOSE ALVERDE LOSADA
	 	Name:	JOSE ALVERDE LOSADA
	 	Title:	LEGAL REPRESENTATIVE



 







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	 	 By:  	/s/ GUILLERMO ZAMBRANO MARTINEZ
	 	Name:	GUILLERMO ZAMBRANO MARTINEZ




 











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	 	TREBOL HOLDINGS S.A. DE C.V.
	 	 
	 	 
	 	 By:  	/s/ ANGEL ALVAREZ CADAVIELO
	 	Name:	ANGEL ALVAREZ CADAVIELO
	 	Title:	LEGAL REPRESENTATIVE



 


 










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	 	 By:  	/s/ ALEJANDRO MORERA MITVE
	 	Name:	ALEJANDRO MORERA MITVE
	 	Title:	ROLLOVER PARTY DE LIV CAPITAL ACQUISITION SPONSOR II, L.P.



 


 










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	 	 By:  	/s/ ANA LUZ ÁLVAREZ GALINDO
	 	Name:	ANA LUZ ÁLVAREZ GALINDO
	 	Title:	ROLLOVER PARTY DE LIV CAPITAL ACQUISITION SPONSOR II, L.P.



 


 










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	 	 By:  	/s/ FAUSTO MIRANDA
	 	Name:	FAUSTO MIRANDA



 





 







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	 	 By:  	/s/ JORGE VIESCA GARCIA DE ALLOA
	 	Name:	JORGE VIESCA GARCIA DE ALLOA



 


 










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	 	 By:  	/s/ MIGUEL DE ANGOITIA LEGORRETA
	 	Name:	MIGUEL DE ANGOITIA LEGORRETA
	 	Title:	DIRECTOR



 


 










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	 	 By:  	/s/ FERNANDO GONZÁLEZ
	 	Name:	FERNANDO GONZÁLEZ



 


 










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	 	 By:  	/s/ HUMBERTO ZESATI GONZÁLEZ
	 	Name:	HUMBERTO ZESATI GONZÁLEZ



 


 










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	 	 By:  	/s/ JOSÉ ANTONIO SOLANO ARROYO
	 	Name:	JOSÉ ANTONIO SOLANO ARROYO



 


 










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	 	 By:  	/s/ JOSÉ ALVERDE LOSADA
	 	Name:	JOSÉ ALVERDE LOSADA



 


 










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	 	 By:  	/s/ JORGE C. ESTEVE RECOLONS
	 	Name:	JORGE C. ESTEVE RECOLONS



 


 










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	 	 By:  	/s/ MARÍA FERNANDA ALONSO AVILÉS
	 	Name:	MARÍA FERNANDA ALONSO AVILÉS



 


 










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	 	 By:  	/s/ MARIANA ROMERO CASILLAS
	 	Name:	MARIANA ROMERO CASILLAS



 


 










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	 	 By:  	/s/ LUIS RODRIGO CLEMENTE GAMERO
	 	Name:	LUIS RODRIGO CLEMENTE GAMERO



 


 










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	 	 By:  	/s/ PATRICIO MANGINO LISSARRAGUE
	 	Name:	PATRICIO MANGINO LISSARRAGUE



 





 







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	 	 By:  	/s/ MIRIAM CORONA CHACÓN
	 	Name:	MIRIAM CORONA CHACÓN



 


 










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	 	 By:  	/s/ GUSTAVO ROBLES RÍOS
	 	Name:	GUSTAVO ROBLES RÍOS



 


 










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	 	 By:  	/s/ ALEJANDRO URIBE RIBA
	 	Name:	ALEJANDRO URIBE RIBA



 


 










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	 	 By:  	/s/ ALEJANDRO EDGAR PERDOMO
	 	Name:	ALEJANDRO EDGAR PERDOMO



 


 










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	 	ADMINISTRADORA LIV CAPITAL, S.A.P.I. DE C.V.
	 	 
	 	 
	 	 By:  	/s/ HUMBERTO ZESATI GONZÁLEZ
	 	Name:	HUMBERTO ZESATI GONZÁLEZ
	 	Title:	ATTORNEY-IN-FACT



 


 










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	 	 By:  	/s/ MIGUEL ÁNGEL DÁVILA GUZMÁN
	 	Name:	MIGUEL ÁNGEL DÁVILA GUZMÁN









 


 










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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