85% Uses in Option Price Clause

Option Price from Employee Stock Purchase Plan

Option Price. The purchase price per share at which a Share will be sold in any Offering Period will be eighty-five percent (85%) of the Fair Market Value of a Share on the Purchase Date determined in accordance with Section 9 (the "Option Price").

Option Price from Employee Stock Purchase Plan

Option Price. The Option Price per Share to be paid by a Participant upon exercise of the Participants Option on the applicable Exercise Date for an Offering Period shall be equal to eighty five percent (85%) of the lesser of the Fair Market Value of a Share on (a) the applicable Grant Date and (b) the applicable Exercise Date; provided that in no event shall the Option Price per Share be less than the par value per Share.

Option Price from Employee Stock Purchase Plan

Option Price. The Option Price per share of the Common Stock sold to Participants hereunder shall be the lesser of (i) eighty-five percent (85%) of the Fair Market Value of the Common Stock on the Offering Date, or (ii) eighty-five percent (85%) of the Fair Market Value of the Common Stock on the last day of the Option Period; provided, however, that the Option Price per share of the Common Stock may be adjusted for subsequent Option Periods by the Committee subject to the requirements of Section 423 of the Code (and in no event shall the Option Price per share be less than the par value of the Common Stock).

Option Price from Employee Stock Purchase Plan

Live Oak Bancshares, Inc. (the Company) hereby adopts this 2014 EMPLOYEE STOCK PURCHASE PLAN (the Plan) as further described herein.

Option Price. The option or purchase price of each share of Common Stock covered by Options included in each offering of Options under the Plan (the Option Price) shall be a percentage (the Applicable Percentage) of the fair market value of one share of the Common Stock (the Fair Market Value). For the purpose of determining Fair Market Value, the fair market value of the Common Stock shall be determined as of the date of Grant, except that the Committee may establish in an offering that the Fair Market Value shall be determined as of the date of exercise if the fair market value of the Common Stock on the date of exercise is less than the fair market value of the Common Stock on the date of Grant. The Applicable Percentage for the Grants under each offering shall be determined by the Committee, but (i) in no event may be less than 85% nor more than 100% of the Fair Market Value, and (ii) may be different for each offering of Options, but in connection with each separate offering of Options shall be the same for all Eligible Employees. The Fair Market Value of a share of the Companys outstanding Common Stock on any particular date shall be, (i) if the Common Stock is not then listed on the Nasdaq Stock Market, the fair market value of a share of the Common Stock as determined by the Committee in its sole discretion in such manner as it shall deem to be reasonable and appropriate, or, (ii) if the Common Stock is listed on the Nasdaq Stock Market, the average of the bid and asked prices for a share of the Common Stock as quoted by Nasdaq on such date.

Option Price

Option Price. The price at which shares shall be purchased in a Purchase Period shall be the lower of (a) 85% of the fair market value of a share of Common Stock on the Offering Date of the applicable Offering Period or (b) 85% of the fair market value of a share of Common Stock on that Purchase Date. The fair market value of a share of Common Stock on any date shall be the closing price of the Common Stock for such date as reported by the Nasdaq National Market or, if the Common Stock is not reported on the Nasdaq National Market, such other reported value of the Common Stock as shall be specified by the Board of Directors.

Option Price from Employee Stock Purchase Plan

Live Oak Bancshares, Inc. (the Company) hereby adopts this 2014 EMPLOYEE STOCK PURCHASE PLAN (the Plan) as further described herein.

Option Price. The option or purchase price of each share of Common Stock covered by Options included in each offering of Options under the Plan (the Option Price) shall be a percentage (the Applicable Percentage) of the fair market value of one share of the Common Stock (the Fair Market Value). For the purpose of determining Fair Market Value, the fair market value of the Common Stock shall be determined as of the date of Grant, except that the Committee may establish in an offering that the Fair Market Value shall be determined as of the date of exercise if the fair market value of the Common Stock on the date of exercise is less than the fair market value of the Common Stock on the date of Grant. The Applicable Percentage for the Grants under each offering shall be determined by the Committee, but (i) in no event may be less than 85% nor more than 100% of the Fair Market Value, and (ii) may be different for each offering of Options, but in connection with each separate offering of Options shall be the same for all Eligible Employees. The Fair Market Value of a share of the Companys outstanding Common Stock on any particular date shall be, (i) if the Common Stock is not then listed on the Nasdaq Stock Market, the fair market value of a share of the Common Stock as determined by the Committee in its sole discretion in such manner as it shall deem to be reasonable and appropriate, or, (ii) if the Common Stock is listed on the Nasdaq Stock Market, the average of the bid and asked prices for a share of the Common Stock as quoted by Nasdaq on such date.

Option Price from Employee Stock Purchase Plan

Option Price. The Option Price per share of Common Stock to be paid by a Participant upon exercise of the Participants Option on the applicable Exercise Date for an Offering Period shall be equal to eighty five percent (85%) of the lesser of the Fair Market Value of a share of Common Stock on (a) the applicable Grant Date and (b) the applicable Exercise Date; provided that in no event shall the Option Price per share of Common Stock be less than the par value per share of the Common Stock.

Option Price from Employee Stock Purchase Plan

Option Price. The Option Price per share of Common Stock to be paid by a Participant upon exercise of the Participants Option on the applicable Exercise Date for an Offering Period shall be equal to eighty five percent (85%) of the lesser of the Fair Market Value of a share of Common Stock on (a) the applicable Grant Date and (b) the applicable Exercise Date; provided that in no event shall the Option Price per share of Common Stock be less than the par value per share of the Common Stock.

Option Price from Employee Stock Purchase Plan

Option Price. The price at which shares shall be purchased on any Purchase Date in an Offering shall be the lower of (a) 85% of the fair market value of a share of Common Stock on the Offering Date of the Offering (or the preceding trading day if the Offering Date is not a trading day) or (b) 85% of the fair market value of a share of Common Stock on the Purchase Date (or the preceding trading day if the Purchase Date is not a trading day). The fair market value of a share of Common Stock on any date shall be the closing price of the Common Stock on that trading day as reported by NASDAQ or, if the Common Stock is not reported on NASDAQ, such other reported value of the Common Stock as shall be specified by the Board of Directors.

Option Price

Option Price. The Option Price per share of the Common Stock sold to Participants hereunder shall be equal to the lesser of: (a) 85% of the Fair Market Value of such share on the Exercise Date of an Option Period, and (b) 85% of the Fair Market Value of such share on the Offering Date of an Option Period. Notwithstanding the foregoing, in no event shall the Option Price per share be less than the par value of the Common Stock.