Exhibit
10.1


 


December
2, 2020


Live
Oak Acquisition Corp. II


4921
William Arnold Road


Memphis,
TN 38117


 


Re: Initial
Public Offering


 


Ladies
and Gentlemen:


 


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 adjustment. The Units will be sold in the Public Offering pursuant to
registration statements on Form S-1 and prospectus (the “Prospectus”) filed by the Company with
the Securities and Exchange Commission (the “Commission”) and the Units have been approved to be listed
on New York Stock Exchange. Certain capitalized terms used herein are defined in paragraph 11 hereof.


 


In
order to induce the Company and the Underwriters to enter into the Underwriting Agreement and to proceed with the Public Offering
and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Live Oak Sponsor
Partners II, LLC (the “Sponsor”) and each of the undersigned individuals, each of whom is a member of
the Company’s board of directors and/or management team (each, an “Insider” and collectively,
the “Insiders”), hereby agrees with the Company as follows:


 


1.
The Sponsor and each Insider agrees that if the Company seeks stockholder approval of a proposed Business Combination, then in
connection with such proposed Business Combination, it, he or she shall (i) vote any shares of Capital Stock owned by it,
him or her in favor of any proposed Business Combination and (ii) not redeem any shares of Common Stock owned by it, him
or her in connection with such stockholder approval. If the Company engages in a tender offer in connection with any proposed
Business Combination, each Insider agrees that it, he or she will not seek to sell its, his or her shares of Common Stock to the
Company in connection with such tender offer.


 


2.
The Sponsor and each Insider hereby agrees that in the event that the Company fails to consummate a Business Combination within
the timeframe set forth in the Company’s third amended and restated certificate of incorporation, as it may be amended from
time to time (the “Charter”), the Sponsor and each Insider shall take all reasonable steps to cause
the Company to (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible
but not more than 10 business days thereafter, subject to lawfully available funds therefor, redeem 100% of the Common Stock sold
as part of the Units in the Public Offering (the “Offering Shares”), at a per-share price, payable in
cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust
Account and not previously released to the Company to pay its taxes (less up to $100,000 of interest to pay dissolution expenses),
divided by the number of then outstanding Offering Shares, which redemption will completely extinguish all Public Stockholders’
rights as stockholders of the Company (including the right to receive further liquidation distributions, if any), subject to applicable
law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s
remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s
obligations under Delaware law to provide for claims of creditors and other requirements of applicable law. The Sponsor and each
Insider agree not to propose any amendment to the Charter (a) to modify the substance or timing of the Company’s obligation
to provide for the redemption of the Offering Shares in connection with an initial Business Combination or to redeem 100% of such
shares if the Company has not consummated an initial Business Combination within such time as is described in the Charter or (b)
with respect to any other material provisions relating to stockholders’ rights or pre-initial Business Combination activity,
unless the Company provides its Public Stockholders with the opportunity to redeem their Offering Shares upon approval of any
such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including
interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes, divided by
the number of then outstanding Offering Shares. The Sponsor and each Insider agree to waive its redemption rights with respect
to shares of Capital Stock owned by it in connection with a stockholder vote to approve an amendment to the Charter (a) to modify
the substance or timing of the Company’s obligation to provide for the redemption of the Offering Shares in connection with
an initial Business Combination or to redeem 100% of such shares if the Company has not consummated an initial Business Combination
within such time as is described in the Charter or (b) with respect to any other material provisions relating to stockholders’
rights or pre-initial Business Combination activity. 


 






     


     


    

 


The
Sponsor and each Insider acknowledges that it, he or she has no right, title, interest or claim of any kind in or to any monies
held in the Trust Account or any other asset of the Company as a result of any liquidation of the Company with respect to the
Founder Shares held by it, him or her. The Sponsor and each Insider hereby further waives, with respect to any shares of Common
Stock held by it, him or her, if any, any redemption rights it, he or she may have in connection with the consummation of a Business
Combination, including, without limitation, any such rights available in the context of a stockholder vote to approve such Business
Combination or in the context of a tender offer made by the Company to purchase shares of Common Stock (although the Sponsor,
the Insiders and their respective affiliates shall be entitled to redemption and liquidation rights with respect to any Offering
Shares it or they hold if the Company fails to consummate a Business Combination within the timeframe set forth in the Charter).


        


3.
During the period commencing on the effective date of the Underwriting Agreement and ending 180 days after such date, the Sponsor
and each Insider shall not, without the prior written consent of the Representatives, (i) sell, offer to sell, contract or
agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly,
or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16
of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations
of the Commission promulgated thereunder, with respect to any Units, shares of Capital Stock, Warrants or any securities convertible
into, or exercisable, or exchangeable for, shares of Common Stock owned by it, him or her, (ii) enter into any swap or other
arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Units, shares
of Capital Stock, Warrants or any securities convertible into, or exercisable, or exchangeable for, shares of Common Stock owned
by it, him or her, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (iii) publicly
announce any intention to effect any transaction specified in clause (i) or (ii). Each of the Insiders and the Sponsor acknowledges
and agrees that, prior to the effective date of any release or waiver of the restrictions set forth in this paragraph 3 or paragraph
7 below, the Company shall announce the impending release or waiver by press release through a major news service at least two
business days before the effective date of the release or waiver. Any release or waiver granted shall only be effective two business
days after the publication date of such press release. The provisions of this paragraph will not apply if (i) the release
or waiver is effected solely to permit a transfer of securities that is not for consideration and (ii) the transferee has
agreed in writing to be bound by the same terms described in this Letter Agreement to the extent and for the duration that such
terms remain in effect at the time of the transfer.


 


4.
In the event of the liquidation of the Trust Account, the Sponsor (which for purposes of clarification shall not extend to any
other shareholders, members or managers of the Sponsor) agrees to indemnify and hold harmless the Company against any and all
loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all legal or other expenses reasonably
incurred in investigating, preparing or defending against any litigation, whether pending or threatened, or any claim whatsoever)
to which the Company may become subject as a result of any claim by (i) any third party (other than the Company’s independent
accountants) for services rendered or products sold to the Company or (ii) a prospective target business with which the Company
has entered into a letter of intent, confidentiality or other similar agreement for a Business Combination agreement (a “Target”); provided, however,
that such indemnification of the Company by the Sponsor shall apply only to the extent necessary to ensure that such claims by
a third party for services rendered (other than the Company’s independent public accountants) or products sold to the Company
or a Target do not reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Offering Share or
(ii) the actual amount per Offering Share held in the Trust Account as of the date of the liquidation of the Trust Account,
if less than $10.00 per Offering Share, due to reductions in the value of the trust assets, less taxes payable, except as to any
claims by a third party (including a Target) who executed a waiver of any and all rights to the monies held in the Trust Account
(whether or not such waiver is enforceable) and except as to any claims under the Company’s indemnity of the Underwriters
against certain liabilities, including liabilities under the Securities Act of 1933, as amended. The Sponsor shall have the right
to defend against any such claim with counsel of its choice reasonably satisfactory to the Company if, within 15 days following
written receipt of notice of the claim to the Sponsor, the Sponsor notifies the Company in writing that it shall undertake such
defense. 


  






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5.
To the extent that the Underwriters do not exercise their over-allotment option to purchase up to an additional 3,300,000 Units
within 45 days from the date of the Prospectus (and as further described in the Prospectus), the Sponsor agrees to forfeit, at
no cost, a number of Founder Shares in the aggregate equal to 825,000 multiplied by a fraction, (i) the numerator of which
is 3,300,000 minus the number of Units purchased by the Underwriters upon the exercise of their over-allotment option, and (ii) the
denominator of which is 3,300,000. The forfeiture will be adjusted to the extent that the over-allotment option is not exercised
in full by the Underwriters so that the Initial Stockholders will own an aggregate of 20.0% of the Company’s issued and
outstanding shares of Capital Stock after the Public Offering.


 


6.
(a) [Reserved].


        


(b)
The Sponsor and each Insider hereby agrees and acknowledges that: (i) the Underwriters and the Company would be irreparably
injured in the event of a breach by the Sponsor or an Insider of its, his or her obligations under paragraphs 1, 2, 3, 4, 5, 7(a),
7(b), and 9 of this Letter Agreement (ii) monetary damages may not be an adequate remedy for such breach and (iii) the
non-breaching party shall be entitled to injunctive relief, in addition to any other remedy that such party may have in law or
in equity, in the event of such breach.


 


7.
(a) The Sponsor and each Insider agrees that it, he or she shall not Transfer any Founder Shares (or shares of Common Stock issuable
upon conversion thereof) until the earlier of (A) one year after the completion of the Company’s initial Business Combination
or (B) subsequent to the Company’s initial Business Combination, (x) if the reported closing price of the Common Stock
equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the
like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the consummation of the Company’s
initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization
or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares
of Common Stock for cash, securities or other property (the “Founder Shares Lock-up Period”).


 


(b)
The Sponsor and each Insider agrees that it, he or she shall not Transfer any Private Placement Warrants (or shares of Common
Stock issued or issuable upon the exercise of the Private Placement Warrants) until 30 days after the completion of a Business
Combination (the “Private Placement Warrants Lock-up Period”, together with the Founder Shares Lock-up
Period, the “Lock-up Periods”).


 


(c)
Notwithstanding the provisions set forth in paragraphs 7(a) and (b), Transfers of the Founder Shares, Private Placement Warrants
and shares of Common Stock issued or issuable upon the exercise or conversion of the Private Placement Warrants or the Founder
Shares and that are held by the Sponsor, any Insider or any of their permitted transferees (that have complied with this paragraph
7(c)), are permitted (a) to the Company’s officers or directors, any affiliates or family members of any of the Company’s
officers or directors, any members of the Sponsor or any affiliates of the Sponsor; (b) in the case of an individual, by gift
to a member of such individual’s immediate family or to a trust, the beneficiary of which is a member of such individual’s
immediate family, an affiliate of such individual or to a charitable organization; (c) in the case of an individual, by virtue
of laws of descent and distribution upon death of such individual; (d) in the case of an individual, pursuant to a qualified domestic
relations order; (e) by private sales or transfers made in connection with any forward purchase agreement or similar arrangement
or in connection with the consummation of an initial Business Combination at prices no greater than the price at which the shares
or warrants were originally purchased; (f) in the event of the Company’s liquidation prior to the completion of an initial
Business Combination; or (g) by virtue of the laws of the State of Delaware or the organizational documents of the Sponsor upon
dissolution of the Sponsor; provided, however, that in the case of clauses (a) through (e) or (g), these permitted transferees
must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions herein and the other restrictions
contained in this Agreement and by the same agreements entered into by the Sponsor with respect to such securities (including
provisions relating to voting, the Trust Account and liquidating distributions). 


 






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8.
The Sponsor and each Insider represents and warrants that it, he or she has never been suspended or expelled from membership in
any securities or commodities exchange or association or had a securities or commodities license or registration denied, suspended
or revoked. Each Insider’s biographical information furnished to the Company (including any such information included in
the Prospectus) is true and accurate in all respects and does not omit any material information with respect to the Insider’s
background. The Sponsor and each Insider’s questionnaire furnished to the Company is true and accurate in all respects.
The Sponsor and each Insider represents and warrants that: it, he or she is not subject to or a respondent in any legal action
for, any injunction, cease-and-desist order or order or stipulation to desist or refrain from any act or practice relating to
the offering of securities in any jurisdiction; it, he or she has never been convicted of, or pleaded guilty to, any crime (i) involving
fraud, (ii) relating to any financial transaction or handling of funds of another person, or (iii) pertaining to any
dealings in any securities and it, he or she is not currently a defendant in any such criminal proceeding.


 


9.
(a) Except as disclosed in the Prospectus, neither the Sponsor nor any Insider nor any affiliate of the Sponsor or any Insider,
nor any director or officer of the Company, shall receive from the Company any finder’s fee, reimbursement, consulting fee,
monies in respect of any repayment of a loan or other compensation prior to, or in connection with any services rendered in order
to effectuate the consummation of the Company’s initial Business Combination (regardless of the type of transaction that
it is), other than the following, none of which will be made from the proceeds held in the Trust Account prior to the completion
of the initial Business Combination: repayment of a loan and advances up to an aggregate of $300,000 made to the Company by the
Sponsor; payment to Live Oak Merchant Partners LLC for office space, utilities and secretarial and administrative support for
a total of $15,000 per month; reimbursement for any out-of-pocket expenses related to identifying, investigating and consummating
an initial Business Combination; and repayment of loans, if any, and on such terms as to be determined by the Company from time
to time, made by the Sponsor or any of the Company’s officers or directors to finance transaction costs in connection with
an intended initial Business Combination, provided, that, if the Company does not consummate an initial
Business Combination, a portion of the working capital held outside the Trust Account may be used by the Company to repay such
loaned amounts so long as no proceeds from the Trust Account are used for such repayment. Up to $1,500,000 of such loans may be
convertible into warrants at a price of $1.50 per warrant at the option of the lender. Such warrants would be identical to the
Private Placement Warrants, including as to exercise price, exercisability and exercise period.


 


10.
The Sponsor and each Insider has full right and power, without violating any agreement to which it is bound (including, without
limitation, any non-competition or non-solicitation agreement with any employer or former employer), to enter into this Letter
Agreement and, as applicable, to serve as an officer and/or a director of the Company and hereby consents to being named in the
Prospectus as an officer and/or a director of the Company.


 


11.
As used herein, (i) “Business Combination” shall mean a merger, capital stock exchange, asset acquisition,
stock purchase, reorganization or similar business combination, involving the Company and one or more businesses; (ii) “Capital
Stock” shall mean, collectively, the Common Stock and the Founder Shares; (iii) “Founder Shares”
shall mean the 6,325,000 shares of the Company’s Class B common stock, par value $0.0001 per share, held by the Sponsor
(up to an aggregate of 825,000 shares of which are subject to complete or partial forfeiture by the Sponsor if the over-allotment
option is not exercised in full by the Underwriters); (iv) “Initial Stockholders” shall mean the
Sponsor and any other holder of Founder Shares immediately prior to the Public Offering; (vi) “Private Placement
Warrants” shall mean the warrants to purchase up to an aggregate of 4,266,667 shares of Common Stock of the Company
(or 4,666,667 shares of Common Stock if the over-allotment option is exercised in full) that the Sponsor has agreed to purchase
for an aggregate purchase price of $6,400,000 in the aggregate (or $7,000,000 if the over-allotment option is exercised in full),
or $1.00 per warrant, in a private placement that shall occur simultaneously with the consummation of the Public Offering; (vii) “Public
Stockholders” shall mean the holders of securities issued in the Public Offering; (viii) “Trust
Account” shall mean the trust fund into which a portion of the net proceeds of the Public Offering and the sale
of the Private Placement Warrants shall be deposited; and (ix) “Transfer” shall mean the (a) sale
or assignment of, offer to sell, contract or agreement to sell, hypothecate, pledge, grant of any option to purchase or otherwise
dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation
with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Exchange Act and the rules and
regulations of the Commission promulgated thereunder with respect to, any security, (b) entry into any swap or other arrangement
that transfers to another, in whole or in part, any of the economic consequences of ownership of any security, whether any such
transaction is to be settled by delivery of such securities, in cash or otherwise, or (c) public announcement of any intention
to effect any transaction specified in clause (a) or (b). 


  






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12.
This Letter Agreement constitutes the entire agreement and understanding of the parties hereto in respect of the subject matter
hereof and supersedes all prior understandings, agreements, or representations by or among the parties hereto, written or oral,
to the extent they relate in any way to the subject matter hereof or the transactions contemplated hereby. This Letter Agreement
may not be changed, amended, modified or waived (other than to correct a typographical error) as to any particular provision,
except by a written instrument executed by all parties hereto.


 


13.
No party hereto may assign either this Letter Agreement or any of its rights, interests, or obligations hereunder without the
prior written consent of the other parties. Any purported assignment in violation of this paragraph shall be void and ineffectual
and shall not operate to transfer or assign any interest or title to the purported assignee. This Letter Agreement shall be binding
on the Sponsor and each Insider and their respective successors, heirs and assigns and permitted transferees.


 


14.
Nothing in this Letter Agreement shall be construed to confer upon, or give to, any person or corporation other than the parties
hereto any right, remedy or claim under or by reason of this Letter Agreement or of any covenant, condition, stipulation, promise
or agreement hereof. All covenants, conditions, stipulations, promises and agreements contained in this Letter Agreement shall
be for the sole and exclusive benefit of the parties hereto and their successors, heirs, personal representatives and assigns
and permitted transferees.


 


15.
This Letter Agreement may be executed in any number of original or facsimile counterparts and each of such counterparts shall
for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.


 


16.
This Letter Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall
not affect the validity or enforceability of this Letter Agreement or of any other term or provision hereof. Furthermore, in lieu
of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this
Letter Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and
enforceable.


 


17.
This Letter Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without
giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction.
The parties hereto (i) all agree that any action, proceeding, claim or dispute arising out of, or relating in any way to,
this Letter Agreement shall be brought and enforced in the courts of New York City, in the State of New York, and irrevocably
submit to such jurisdiction and venue, which jurisdiction and venue shall be exclusive and (ii) waive any objection to such
exclusive jurisdiction and venue or that such courts represent an inconvenient forum.


 


18.
Any notice, consent or request to be given in connection with any of the terms or provisions of this Letter Agreement shall be
in writing and shall be sent by express mail or similar private courier service, by certified mail (return receipt requested),
by hand delivery or facsimile transmission.


 


19.
This Letter Agreement shall terminate on the earlier of (i) the expiration of the Lock-up Periods or (ii) the liquidation
of the Company; provided, however, that this Letter Agreement shall earlier terminate in the event that the Public Offering is
not consummated by December 31, 2021; provided further that paragraph 4 of this Letter Agreement shall survive such liquidation.


 






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	 	Sincerely,
	 	 	 
	 	LIVE
    OAK SPONSOR PARTNERS II, LLC
	 	 	 
	 	By:	/s/
    Richard J. Hendrix
	 	Name:	Richard J. Hendrix
	 	Title:	Managing Member
	 	 	 
	 	By:	/s/
    Gary K. Wunderlich, Jr.
	 	Name: 	Gary K. Wunderlich, Jr.
	 	Title:	Managing Member
	 	 	 
	 	By:	/s/
    Richard J. Hendrix
	 	Name: 	Richard J. Hendrix
	 	 	 
	 	By:	/s/
    Andrea K. Tarbox
	 	Name:	Andrea K. Tarbox
	 	 	 
	 	By:	/s/
    Gary K. Wunderlich, Jr. 
	 	Name:	Gary K. Wunderlich, Jr.
	 	 	 
	 	By:	/s/
    John P. Amboian
	 	Name:	John P. Amboian
	 	 	 
	 	By:	/s/
    Adam J. Fishman
	 	Name:	Adam J. Fishman
	 	 	 
	 	By:	/s/
    Jonathan Furer
	 	Name:	Jonathan Furer
	 	 	 
	 	By:	/s/
    Tor Braham
	 	Name:	Tor Braham


  


[Signature
Page to Letter Agreement]


 


 


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