LOCK-UP AGREEMENTLock-Up Agreement • May 7th, 2021 • Live Oak Acquisition Corp II • Blank checks • Delaware
This Lock-Up Agreement (this “Agreement”) is made and entered into as of May 6, 2021, by and among Live Oak Acquisition Corp. II, a Delaware corporation (“LOKB”), Navitas Semiconductor Limited, a private company limited by shares organized under the laws of Ireland (“Navitas Ireland”) and domesticated in the State of Delaware as Navitas Semiconductor Ireland, LLC, a Delaware limited liability company (“Navitas Delaware” and, together with Navitas Ireland, the “Company”), and those equityholders of Navitas Ireland and Navitas Delaware listed on the signature pages hereto (each, a “Lock-Up Party” and, collectively, the “Lock-Up Parties”). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Business Combination Agreement (as defined below).
SUBSCRIPTION AGREEMENTSubscription Agreement • May 7th, 2021 • Live Oak Acquisition Corp II • Blank checks • New York
In connection with the proposed business combination (the “Transaction”) pursuant to that certain Business Combination Agreement and Plan of Reorganization, dated as of May 6, 2021 (as the same may be amended or supplemented from time to time, the “Transaction Agreement”), among Live Oak Acquisition Corp. II, a Delaware corporation (the “Company”), Live Oak Merger Sub Inc., a Delaware corporation and a wholly-owned direct subsidiary of the Company (“Merger Sub”), and Navitas Semiconductor Limited, a private company limited by shares organized under the laws of Ireland (“Navitas Ireland”) and domesticated in the State of Delaware as Navitas Semiconductor Ireland, LLC, a Delaware limited liability company (“Navitas Delaware” and together with Navitas Ireland, the “Target”), Subscriber desires to subscribe for and purchase from the Company, and the Company desires to sell to Subscriber, that number of shares of the Company’s Class A Common Stock, par value $0.0001 per share (the “Class A
BUSINESS COMBINATION AGREEMENT AND PLAN OF REORGANIZATION by and among LIVE OAK ACQUISITION CORP. II LIVE OAK MERGER SUB INC. and NAVITAS SEMICONDUCTOR LIMITED, including as domesticated in the State of Delaware as NAVITAS SEMICONDUCTOR IRELAND, LLC...Business Combination Agreement • May 7th, 2021 • Live Oak Acquisition Corp II • Blank checks • Delaware
SPONSOR LETTER AGREEMENTSponsor Letter Agreement • May 7th, 2021 • Live Oak Acquisition Corp II • Blank checks • Delaware
Reference is made to that certain Business Combination Agreement and Plan of Reorganization (the “BCA”), dated as of the date hereof, by and among Live Oak Acquisition Corp. II, a Delaware corporation (“LOKB”), Live Oak Merger Sub Inc., a Delaware corporation (“Merger Sub”), and Navitas Semiconductor Limited, a private company limited by shares organized under the laws of Ireland (“Navitas Ireland”) and domesticated in the State of Delaware as Navitas Semiconductor Ireland, LLC, a Delaware limited liability company (“Navitas Delaware” and together with Navitas Ireland, the “Company”). This letter agreement (this “Letter Agreement”) is being entered into and delivered by LOKB and Live Oak Sponsor Partners II, LLC, a Delaware limited liability company (the “Sponsor”), in connection with the transactions contemplated by the BCA, and is acknowledged and agreed to by each of the other signatories hereto (the “Insiders”) as the parties to the Letter Agreement entered into by the Sponsor and
SHAREHOLDER TENDER AND SUPPORT AGREEMENT by and among LIVE OAK ACQUISITION CORP. II, NAVITAS SEMICONDUCTOR LIMITED, including as domesticated in the State of Delaware as NAVITAS SEMICONDUCTOR IRELAND, LLC and certain SHAREHOLDERS OF NAVITAS...Shareholder Tender and Support Agreement • May 7th, 2021 • Live Oak Acquisition Corp II • Blank checks • Delaware
This SHAREHOLDER TENDER AND SUPPORT AGREEMENT, dated as of May 6, 2021 (this “Agreement”), is made and entered into by and among Live Oak Acquisition Corp. II, a Delaware corporation (“LOKB”), Navitas Semiconductor Limited, a private company limited by shares organized under the laws of Ireland (“Navitas Ireland”) and domesticated in the State of Delaware as Navitas Semiconductor Ireland, LLC, a Delaware limited liability company (“Navitas Delaware” and together with Navitas Ireland, the “Company”), and those shareholders of Navitas Ireland and equityholders of Navitas Delaware listed on the signature pages hereto (the “Shareholders” and, together with LOKB and the Company, the “Parties”).
