years, with shares being released in three equal tranches each year, subject to early release upon the satisfaction of certain price targets set forth in the Business Combination Agreement, which
price targets will be based upon the volume-weighted average closing sale price of one share of LOKB Class A Common Stock quoted on the NYSE or the exchange on which the shares of LOKB Class A Common Stock are then traded, for any twenty
trading days within any thirty consecutive trading day period within the Earnout Period. With respect to certain other employees of the Company, holding approximately 3% of the outstanding Company Common Shares (on an
as-converted basis), the lock-up period is six months; provided that they may transfer certain shares during the ninety days immediately following the Closing.
The foregoing description of the three Lock-Up Agreements is qualified in its entirety by reference to
the full text of the Lock-Up Agreements, which are included as Exhibit 10.2, Exhibit 10.3 and Exhibit 10.4 to this Current Report on Form 8-K, and incorporated herein by
reference.
Sponsor Letter Amendment
In connection with the entry into of the Business Combination Agreement, on May 6, 2021, LOKB, Live Oak Sponsor Partners II, LLC, a
Delaware limited liability company (the Sponsor), and the other parties thereto entered into an amendment (the Sponsor Letter Amendment) to the Letter Agreement, dated December 2, 2020 (the Letter
Agreement) by and among LOKB, its officers and directors and the Sponsor, pursuant to which Letter Agreement, among other things, the parties thereto agreed to vote their shares of LOKB Class A Common Stock in favor of the Business
Combination Agreement and the other transactions contemplated by the Business Combination Agreement and not to redeem any shares of LOKB Class A Common Stock in connection with such stockholder approval. The Sponsor Letter Amendment will,
effective as of and conditioned upon the Closing, amend certain provisions of the Letter Agreement to provide for an extended lock-up period with respect to certain shares of LOKB Class A Common Stock
held by the Sponsor and to subject 20% of the Sponsors shares of LOKB Class A Common Stock to potential forfeiture in the event the threshold triggers for the earnout are not met.
The foregoing description of the Sponsor Letter Amendment is qualified in its entirety by reference to the full text of the Sponsor Letter
Amendment, which are included as Exhibit 10.5 to this Current Report on Form 8-K, and incorporated herein by reference.
Subscription Agreements
In connection
with the execution of the Business Combination Agreement, on May 6, 2021, LOKB entered into separate subscription agreements (collectively, the Subscription Agreements) with a number of investors (collectively, the
Subscribers), pursuant to which the Subscribers agreed to purchase, and LOKB agreed to sell to the Subscribers, an aggregate of 14,500,000 shares of LOKB Class A Common Stock (the PIPE Shares), for a
purchase price of $10.00 per share and an aggregate purchase price of $145,000,000, in a private placement (the PIPE).
The closing of the sale of the PIPE Shares pursuant to the Subscription Agreements will take place substantially concurrently with the Closing
and is contingent upon, among other customary closing conditions, the subsequent consummation of the Proposed Transactions. The purpose of the PIPE is to raise additional capital for use by the combined company following the Closing.
Pursuant to the Subscription Agreements, LOKB agreed that, within 30 calendar days after the consummation of the Proposed Transactions, LOKB
will file with the SEC (at LOKBs sole cost and expense) a registration statement registering the resale of the PIPE Shares (the PIPE Resale Registration Statement), and LOKB will use its commercially reasonable efforts to
have the PIPE Resale Registration Statement declared effective as soon as practicable after the filing thereof.
The foregoing description
of the Subscription Agreements is qualified in its entirety by reference to the full text of the form of the Subscription Agreement, which is included as Exhibit 10.6 to this Current Report on
Form 8-K, and incorporated herein by reference.