INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • December 8th, 2020 • Live Oak Acquisition Corp II • Blank checks • New York
Pursuant to Section 1(k) of the Investment Management Trust Agreement between Live Oak Acquisition Corp. II (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of , (the “Trust Agreement”), the Company hereby requests that you deliver to the redeeming Public Stockholders of the Company $ of the principal and interest income earned on the Property as of the date hereof into a segregated account held by you on behalf of the Beneficiaries. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.
Live Oak Acquisition Corp. II 774A Walker Rd Great Falls, VA, 22066Live Oak Acquisition Corp II • November 4th, 2020 • Blank checks • New York
This agreement (the “Agreement”) is entered into on September 8, 2020 by and between Live Oak Sponsor Partners II, LLC, a Delaware limited liability company (the “Subscriber” or “you”), and Live Oak Acquisition Corp. II, a Delaware corporation (the “Company,” “we” or “us”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 5,750,000 shares of Class B common stock, $0.0001 par value per share (the “Shares”), up to 750,000 of which are subject to forfeiture by you if the underwriters of the initial public offering (“IPO”) of units (“Units”) of the Company, do not fully exercise their over-allotment option (the “Over-allotment Option”). The Company and the Subscriber’s agreements regarding such Shares are as follows:
FORM OF INDEMNITY AGREEMENTIndemnity Agreement • November 18th, 2020 • Live Oak Acquisition Corp II • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of __________, 2020, by and between Live Oak Acquisition Corp. II, a Delaware corporation (the “Company”), and __________ (“Indemnitee”).
Live Oak Acquisition Corp. II Memphis, TN 38117 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • December 8th, 2020 • Live Oak Acquisition Corp II • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and among Live Oak Acquisition Corp. II, a Delaware corporation (the “Company”), Jefferies LLC and BofA Securities, Inc., as representatives (each, a “Representative” and collectively, the “Representatives”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 25,300,000 of the Company’s units (including up to 3,300,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-third of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustme
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 8th, 2020 • Live Oak Acquisition Corp II • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 2, 2020, is made and entered into by and among Live Oak Acquisition Corp. II, a Delaware corporation (the “Company”), Live Oak Sponsor Partners II, LLC, a Delaware limited liability company (the “Sponsor”), and each of the undersigned parties listed under Holder on the signature page hereto (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • October 25th, 2021 • Navitas Semiconductor Corp • Semiconductors & related devices • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of [ ], 202[ ], by and between Navitas Semiconductor Corporation, a Delaware corporation (the “Company”), and [ ] (“Indemnitee”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • December 8th, 2020 • Live Oak Acquisition Corp II • Blank checks • Delaware
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of December 2, 2020 (as it may from time to time be amended, this “Agreement”), is entered into by and between Live Oak Acquisition Corp. II, a Delaware corporation (the “Company”), and Live Oak Sponsor Partners II, LLC, a Delaware limited liability company (the “Purchaser”).
NAVITAS SEMICONDUCTOR CORPORATION STOCK OPTION AGREEMENT (U.S. Participants)Stock Option Agreement • October 25th, 2021 • Navitas Semiconductor Corp • Semiconductors & related devices • Delaware
Navitas Semiconductor Corporation, a Delaware corporation (the “Company”), has granted to the Participant named in the Notice of Grant of Stock Option (the “Grant Notice”) to which this Stock Option Agreement (this “Option Agreement”) is attached an option (the “Option”) to purchase a number of shares of Stock upon the terms and conditions set forth in the Grant Notice and this Option Agreement. The Option has been granted pursuant to and shall in all respects be subject to the terms and conditions of the Navitas Semiconductor Corporation 2021 Equity Incentive Plan (the “Plan”), as amended, the provisions of which are incorporated herein by reference. By signing the Grant Notice, the Participant: (a) acknowledges receipt of, and represents that the Participant has read and is familiar with, the Grant Notice, this Option Agreement, the Plan and a prospectus for the Plan prepared in connection with the registration with the Securities and Exchange Commission of shares issuable pursuant t
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 25th, 2021 • Navitas Semiconductor Corp • Semiconductors & related devices • New York
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October 19, 2021, is made and entered into by and among Navitas Semiconductor Corporation, a Delaware corporation, f/k/a Live Oak Acquisition Corp. II (the “Company”), Live Oak Sponsor Partners II, LLC, a Delaware limited liability company (the “Sponsor”), and each of the undersigned parties listed under Holder on the signature page hereto (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
NAVITAS SEMICONDUCTOR CORPORATION RESTRICTED STOCK UNITS AGREEMENT (U.S. Participants)Restricted Stock Units Agreement • October 25th, 2021 • Navitas Semiconductor Corp • Semiconductors & related devices • Delaware
Navitas Semiconductor Corporation, a Delaware corporation (the “Company”), has granted to the Participant named in the Notice of Grant of Restricted Stock Units (the “Grant Notice”) to which this Restricted Stock Units Agreement (this “Agreement”) is attached an Award consisting of Restricted Stock Units (each a “Unit”) subject to the terms and conditions set forth in the Grant Notice and this Agreement. The Award has been granted pursuant to and shall in all respects be subject to the terms and conditions of the Navitas Semiconductor Corporation 2021 Equity Incentive Plan (the “Plan”), as amended, the provisions of which are incorporated herein by reference. By signing the Grant Notice, the Participant: (a) acknowledges receipt of and represents that the Participant has read and is familiar with the Grant Notice, this Agreement, the Plan and a prospectus for the Plan prepared in connection with the registration with the Securities and Exchange Commission of the shares issuable pursuan
WARRANT AGREEMENT between LIVE OAK ACQUISITION CORP. II and CONTINENTAL STOCK TRANSFER & TRUST COMPANYWarrant Agreement • November 18th, 2020 • Live Oak Acquisition Corp II • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of _____, 2020, is by and between Live Oak Acquisition Corp. II, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
22,000,000 Units LIVE OAK ACQUISITION CORP. II UNDERWRITING AGREEMENTUnderwriting Agreement • December 8th, 2020 • Live Oak Acquisition Corp II • Blank checks • New York
Introductory. Live Oak Acquisition Corp. II, a Delaware corporation (the “Company”), proposes, upon the terms and conditions set forth in this agreement (this “Agreement”), to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of 22,000,000 units of the Company (the “Units”). The 22,000,000 Units to be sold by the Company are called the “Firm Securities.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 3,300,000 Units as provided in Section 2. The additional 3,300,000 Units to be sold by the Company pursuant to such option are collectively called the “Optional Securities.” The Firm Securities and, if and to the extent such option is exercised, the Optional Securities are collectively called the “Offered Securities.” Jefferies LLC (“Jefferies”) and BofA Securities, Inc. (“BofA Securities”) have agreed to act as representatives of the several Underwriters (in such capacity, the “Representativ
10,000,000 Shares NAVITAS SEMICONDUCTOR CORPORATION CLASS A COMMON STOCK, PAR VALUE $0.0001 PER SHARE UNDERWRITING AGREEMENT May 23, 2023Underwriting Agreement • May 26th, 2023 • Navitas Semiconductor Corp • Semiconductors & related devices • New York
PROPTECH INVESTMENT CORPORATION IILive Oak Acquisition Corp II • December 8th, 2020 • Blank checks • New York
This letter agreement by and between PropTech Investment Corporation II (the “Company”) and HC Proptech Partners II LLC (“HC”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on The Nasdaq Capital Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
LIVE OAK ACQUISITION CORP. II EMPLOYMENT AGREEMENTEmployment Agreement • October 25th, 2021 • Navitas Semiconductor Corp • Semiconductors & related devices • California
This Employment Agreement (this “Agreement”) is entered into by and between Live Oak Acquisition Corp. II (the “Company”) and Todd Glickman (“Executive”) as of May 6, 2021, to be effective as of the Closing Date (as defined in the Combination Agreement) (such date is also referred to herein as the “Effective Date”).
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
BACKSTOP AGREEMENTBackstop Agreement • August 23rd, 2021 • Live Oak Acquisition Corp II • Semiconductors & related devices • Delaware
This BACKSTOP AGREEMENT (this “Agreement”), dated as of August 20, 2021, is made by and among Live Oak Acquisition Corp. II, a Delaware corporation (“LOKB”), Live Oak Sponsor Partners II, LLC, a Delaware limited liability company (the “Sponsor”), and Encompass Capital Advisors LLC, a Delaware limited liability company (“Encompass”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Business Combination Agreement (as defined below).
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...Registration Rights Agreement • May 7th, 2021 • Live Oak Acquisition Corp II • Blank checks • Delaware
WARRANT AGREEMENT between LIVE OAK ACQUISITION CORP. II and CONTINENTAL STOCK TRANSFER & TRUST COMPANYWarrant Agreement • December 8th, 2020 • Live Oak Acquisition Corp II • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of December 2, 2020, is by and between Live Oak Acquisition Corp. II, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
STOCK REPURCHASE AGREEMENTStock Repurchase Agreement • May 16th, 2022 • Navitas Semiconductor Corp • Semiconductors & related devices
This Stock Repurchase Agreement (this “Agreement”) is entered into on March 4, 2022 (the “Signing Date”) between Todd Glickman (“Executive”) and Navitas Semiconductor Corporation, a Delaware corporation (the “Company”). Capitalized terms used in this Agreement have the meanings given to such terms herein.
SPONSOR LETTER AGREEMENTLetter 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
Navitas Semiconductor Letterhead]Letter Agreement • March 6th, 2024 • Navitas Semiconductor Corp • Semiconductors & related devices
As we have discussed, this letter agreement (this “Agreement”) sets forth an agreement, dated as of the date set forth above, among you, Navitas Semiconductor USA, Inc. (the “Company”) and Navitas Semiconductor Corporation (“NVTS”), regarding the terms and conditions of your resignation from the Company and NVTS. Accordingly, you and the Company agree as follows:
SPONSOR AGREEMENTSponsor Agreement • October 7th, 2021 • Live Oak Acquisition Corp II • Semiconductors & related devices • Delaware
This SPONSOR AGREEMENT (this “Agreement”), dated as of October 6, 2021, is made by and among Live Oak Sponsor Partners II, LLC, a Delaware limited liability company (“Sponsor”), Live Oak Acquisition Corp. II, a Delaware corporation (“SPAC”), 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”). Sponsor, SPAC and the Company shall be referred to herein from time to time collectively as the “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).
Date: October 6, 2021 To: Live Oak Acquisition Corp. II (“Counterparty”) Address: 40 S. Main Street, #2550 Memphis, TN 38103 From: ACM AART VII A LLC, a Delaware limited liability company (“Seller”) Re: OTC Equity Prepaid Forward TransactionLive Oak Acquisition Corp II • October 7th, 2021 • Semiconductors & related devices
This Confirmation, together with the Pricing Date Notice, evidences a complete binding agreement between Seller and Counterparty as to the subject matter and terms of the Transaction to which this Confirmation relates and shall supersede all prior or contemporaneous written or oral communications with respect thereto.
Live Oak Acquisition Corp. IILive Oak Acquisition Corp II • November 18th, 2020 • Blank checks • New York
This letter agreement by and between Live Oak Acquisition Corp. II (the “Company”) and Live Oak Merchant Partners LLC (the “Live Oak Merchant Partners”), dated as of the date hereof, will confirm our agreement that, commencing on the date the Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (File No. 333-249854) (the “Registration Statement”) is declared effective (the “Effective Date”), and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
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”).
