by and among
LIVE OAK ACQUISITION CORP. II,
NAVITAS SEMICONDUCTOR LIMITED,
including as domesticated in the State of Delaware as
NAVITAS SEMICONDUCTOR IRELAND, LLC
EQUITYHOLDERS OF SEMICONDUCTOR
LIMITED AND NAVITAS SEMICONDUCTOR
Dated as of May 6, 2021
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).
WHEREAS, on the date hereof, LOKB, Live Oak Merger Sub Inc., a Delaware corporation and a direct, wholly owned subsidiary of LOKB (Merger Sub), and the Company, entered into a Business Combination Agreement and Plan of Reorganization (the Business Combination Agreement), pursuant to which, among other things, (i) LOKB will be obligated to commence a tender offer for the entire share capital of Navitas Ireland other than Navitas Ireland Restricted Shares (the Tender Offer) and (ii) Merger Sub will merge with and into Navitas Delaware (the Merger), with Navitas Delaware surviving the merger as a wholly-owned subsidiary of LOKB, in each case, upon the terms and subject to the conditions set forth in the Business Combination Agreement;
WHEREAS, each Lock-Up Party agrees to enter into this Agreement with respect to all Lock-Up Securities (as defined below) that such Lock-Up Party now or hereafter Beneficially Owns or owns of record;
WHEREAS, each of LOKB, the Company and each Lock-Up Party has determined that it is in its best interests to enter into this Agreement; and
WHEREAS, each Lock-Up Party understands and acknowledges that LOKB and the Company are entering into the Business Combination Agreement in reliance upon such Lock-Up Partys execution and delivery of this Agreement.
NOW, THEREFORE, in consideration of the foregoing and the respective representations, warranties, covenants and agreements set forth below and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, do hereby agree as follows:
1. Definitions. When used in this Agreement, the following terms in all of their tenses, cases and correlative forms shall have the meanings assigned to them in this Section 1 or elsewhere in this Agreement.
Affiliate of a specified person means a Person who, directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such specified Person (provided that if a Lock-Up Party is a venture capital, private equity or angel fund, no portfolio company of such Lock-Up Party will be deemed an Affiliate of such Lock-Up Party).