Live Oak Acquisition Corp. V

EX-10.1 · FORM OF NON-REDEMPTION AGREEMENT

EX-10.1
 2
 ea029398501ex10-1.htm
 FORM OF NON-REDEMPTION AGREEMENT

 Exhibit 10.1

 EXECUTION VERSION

 NON-REDEMPTION AGREEMENT

 This NON-REDEMPTION AGREEMENT
(this “ Agreement ”) is entered into as of June 5, 2026 by and among (i) Live Oak Acquisition Corp. V ,
a Cayman Islands exempted company (together with its successors, including after giving effect to the Domestication (as defined below),
“ SPAC ”), (ii) Live Oak Sponsor V LLC , a Delaware limited liability company (the “ Sponsor ”),
and (iii) the undersigned shareholder of SPAC set forth on the signature page hereto (“ Shareholder ”). SPAC,
the Sponsor and Shareholder are sometimes referred to herein as a “ Party ” and collectively as the “ Parties ”.

 W
I T N E S S E T H :

 WHEREAS , as of the
date hereof, Shareholder “beneficially owns” (as such term is defined in Rule 13d-3 promulgated under the Securities Exchange
Act of 1934, as amended (the “ Exchange Act ”)) and is entitled to dispose of (or to direct the disposition of)
the number of Class A ordinary shares, par value $0.0001 per share (together with any shares of common stock of SPAC issued for ordinary
shares in the Domestication, “ Ordinary Shares ”), of SPAC as set forth underneath Shareholder’s name on
the signature page hereto (such Ordinary Shares, the “ Shareholder Shares ”), together with any other Ordinary
Shares which are directly or indirectly acquired or beneficially owned by Shareholder during the period from and including the date hereof
through and including the date on which this Agreement is terminated in accordance with its terms (such period, the “ Term ”),
are collectively referred to herein as the “ Subject Shares ”);

 WHEREAS , SPAC is a
special purpose acquisition company that, in accordance with its organizational documents and the final prospectus of SPAC, dated as of
February 27, 2025, and filed with the U.S. Securities and Exchange Commission (the “ SEC ”) (File No. 333-284207)
on February 28, 2025 (the “ IPO Prospectus ”), is required to redeem all of its outstanding public shares and
dissolve and liquidate if it does not consummate its initial business combination (as such term is used in the IPO Prospectus) (the “ Business
Combination ”) within twenty-one (21) months after the closing of its initial public offering (the “ IPO ”)
(or 24 months from the closing of the IPO if it executes a definitive agreement for an initial business combination within 21 months from
the closing the IPO) (subject to extension by SPAC by amendment to its organizational documents);

 WHEREAS , on November
14, 2025, SPAC entered into that certain Agreement and Plan of Merger (as may be amended, modified, supplemented and/or restated from
time to time in accordance with the terms thereof, the “ Merger Agreement ”) by and among SPAC, Catalyst
Sub Inc., a Delaware corporation and a wholly-owned subsidiary of SPAC (“ Merger Sub ”), Catalyst Sub 2 LLC, a
Delaware limited liability company and a wholly-owned subsidiary of SPAC (“ Merger Sub II ”), the Sponsor, in
its capacity as SPAC Representative thereunder, Brian Gaebe, in the capacity as Seller Representative thereunder, and Teamshares Inc.,
a Delaware corporation (together with its successors, “ Target ”), pursuant to which Merger Agreement, among other
matters (a) SPAC will continue out of the Cayman Islands and become domesticated as a corporation in the state of Delaware (the “ Domestication ”),
(b) Merger Sub will merge with and into Target (the “ First Merger ”), with Target surviving such merger as a
wholly-owned subsidiary of SPAC (the “ Surviving Corporation ”) and (c) immediately following the First Merger
and as part of the same overall transaction as the First Merger, the Surviving Corporation will merge with and into Merger Sub II (the
“ Second Merger ” and together with the First Merger, the “ Mergers ”) upon the terms
and subject to the conditions set forth therein, and as a result of which, all of the issued and outstanding capital stock of Target immediately
prior to the consummation of the Mergers shall no longer be outstanding and shall automatically be cancelled and shall cease to exist,
in exchange for the right to receive shares of common stock, par value $0.0001, of SPAC after giving effect to the Domestication, and
certain outstanding securities of Target convertible or exchangeable for capital stock of Target will be assumed by SPAC and adjusted
to issue shares of common stock of SPAC, in each case subject to the terms and conditions of the Merger Agreement (the Domestication,
the Mergers and the other transactions contemplated by the Merger Agreement, collectively, the “ Transactions ”);
and

 WHEREAS , (i) SPAC
and Sponsor entered into that certain Sponsor Letter Agreement (“ Sponsor Letter Agreement ”) on November 14,
2025, pursuant to which, among other things, Sponsor may, solely at its option, use up to 1,150,000 Class B ordinary shares, par value
$0.0001 per share, of SPAC that were acquired by the Sponsor prior to the IPO (the “ Founder Shares ”) to secure
Trust Account non-redemption arrangements and (ii) on April 1, 2026, SPAC, Sponsor, the Company and the other parties thereto entered
into an amendment (the “ Second Insider Letter Amendment ”) to that certain letter agreement dated as of February
27, 2025 (the “ Original Insider Letter ”) pursuant to which up to 1,150,000 Founder Shares used by the Sponsor
to secure Trust Account non-redemption arrangements pursuant to the Sponsor Letter Agreement shall, effective upon the Closing, be released
from the transfer restrictions in the Original Insider Letter.

 NOW, THEREFORE , in
consideration of the foregoing and the mutual premises, representations, warranties, covenants and agreements contained herein, and for
other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto, intending to
be legally bound, hereby agree as follows:

 Article I

 WAIVER AND TRANSFER RESTRICTIONS

 Section 1.1 Waiver
of Redemption Rights . Shareholder hereby waives and agrees not to exercise any right that it may have to elect to have SPAC
redeem or convert any Subject Shares, whether in connection with the Transactions or any amendment of SPAC’s organizational
documents after the date hereof to extend SPAC’s deadline to consummate its Business Combination (an
“ Extension ”), and to reverse and revoke any prior redemption or conversion elections made with respect to
the Subject Shares. The waiver granted by Shareholder pursuant to this Section 1.1 is irrevocable unless and until this
Agreement is terminated in accordance with Section 3.1 and is granted in consideration of SPAC and Sponsor entering into
this Agreement and incurring certain related fees and expenses and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged.

 Section 1.2 Transfer
Restrictions . Shareholder hereby covenants and agrees that, during the Term, Shareholder shall not, and shall cause its
affiliates not to, directly or indirectly, without SPAC’s prior written consent: (i) offer for sale, sell, transfer, tender,
pledge, encumber, assign or otherwise dispose of (including by gift) (collectively, a “ Transfer ”), or
consent to a Transfer of, any or all of the Subject Shares; (ii) grant any proxies or powers of attorney with respect to any or all
of the Subject Shares; (iii) permit to exist any lien of any nature whatsoever with respect to any or all of the Subject Shares; or
(iv) take any action that would have the effect of preventing, impeding, interfering with or adversely affecting Shareholder’s
ability to perform its obligations under this Agreement.

 Section 1.3 Acknowledgements .
In furtherance of the foregoing restrictions in this Article I , Shareholder hereby:

 (a) authorizes
SPAC to enter, or cause its transfer agent to enter, a stop transfer order with respect to all of the Subject Shares with respect to any
Transfer not permitted hereunder and to include in each book-entry for Subject Shares the following notation, and each certificate (if
any) evidencing the Subject Shares shall be stamped or otherwise imprinted with a legend, in substantially the following form: “THE
SHARES REPRESENTED HEREBY ARE SUBJECT TO CERTAIN TRANSFER AND NON-REDEMPTION RESTRICTIONS PURSUANT TO THAT CERTAIN NON-REDEMPTION AGREEMENT,
DATED AS OF JUNE 5, 2026, BY AND AMONG LIVE OAK ACQUISITION CORP. V (THE “ISSUER”), LIVE OAK SPONSOR V LLC AND THE SHAREHOLDER
OF THE ISSUER NAMED THEREIN. ANY TRANSFER OF SUCH SHARES IN VIOLATION OF THE TERMS AND PROVISIONS OF SUCH AGREEMENT SHALL BE NULL AND
VOID AND HAVE NO FORCE OR EFFECT WHATSOEVER”;

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 (b) irrevocably
constitutes and appoints SPAC and its designees, with full power of substitution, as its true and lawful agent and attorney-in-fact, with
full power and authority in its name, place and stead, to revoke any redemption election made with respect to any Subject Shares and to
cause SPAC’s transfer agent to fail to redeem such Subject Shares in connection with the Transactions or any Extension; and

 (c) in
the event (i) of a breach of Section 1.2 or (ii) that a redemption election is made and not revoked with respect to any Subject
Shares (the “ Redeemed Shares ”), unconditionally and irrevocably agrees to, or cause its affiliate to, if requested
in writing by SPAC, subscribe for and purchase, from SPAC (or from its assignee(s) or designee(s), including, if applicable, its equityholders),
the same number of such Redeemed Shares, for a per share purchase price equal to the greater of (A) the amount to be received for each
Redeemed Share in connection with such redemption or (B) the dollar volume-weighted average price of the Ordinary Shares on the principal
securities exchange or securities market on which the Ordinary Shares are then traded during the period beginning at 9:30:01 a.m., New
York time, on the day that is twenty days prior to the date of redemption, and ending at 4:00:00 p.m., New York time, on the day immediately
prior to the date of redemption, as reported by Bloomberg through its “HP” function (set to weighted average).

 Article II

 CONSIDERATION

 Section 2.1 Consideration .
In consideration of Shareholder’s covenants under this Agreement, subject to Shareholder’s compliance with its
obligations under the Agreement, the Sponsor hereby agrees to transfer upon the Closing to Shareholder a number of Founder Shares as
set forth underneath Sponsor’s name on the signature page hereto (such transferred shares, the “ Transferred
Sponsor Shares ”). The Parties each hereby agree that by their execution and delivery of this Agreement, effective upon
and subject to the Closing, Shareholder shall become a party to the Amended and Restated Registration Rights Agreement, to be dated
as of the date of the Closing (the “ Amended and Restated Registration Rights Agreement ”), by and among
SPAC, Sponsor, the Sponsor Holders (as defined therein), the PIPE Holders (as defined therein) and the Other Holders (as defined
therein) party thereto, as a Holder.

 Article III

 TERMINATION

 Section 3.1 Termination .
This Agreement shall automatically terminate, and no Party shall have any rights or obligations hereunder, and this Agreement shall
become null and void and have no effect, upon the earliest to occur of (a) the mutual written consent of the Parties or (b) the
termination of the Merger Agreement in accordance with its terms; provided, that: (i) no termination of this Agreement will affect
the liability of a Party for any breach of this Agreement prior to termination; and (ii) the provisions of this Section 3.1
and Section 5.13 of this Agreement will survive any termination of this Agreement and continue indefinitely.

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 Article IV

 REPRESENTATIONS, WARRANTIES AND COVENANTS OF SHAREHOLDER

 Section 4.1 Representations,
Warranties and Covenants of Shareholder. Shareholder hereby represents, warrants and covenants to each of SPAC and Sponsor
as of the date hereof and throughout the Term as follows:

 (a) Shareholder
has been furnished by or on behalf of SPAC all information (or provided access to all information it reasonably requested) regarding the
business and financial condition of SPAC, Target, the expected plans for future business activities and the merits and risks of an investment
in the Subject Shares and the Transferred Sponsor Shares which Shareholder has reasonably requested or otherwise needs to evaluate the
investment in the Subject Shares and the Transferred Sponsor Shares. Shareholder acknowledges receipt of and has reviewed and understands
the following items (the “ Disclosure Documents ”): (i) the IPO Prospectus, (ii) each filing made by SPAC with
the SEC following the filing of the IPO Prospectus through the date of this Agreement; and (iii) the Merger Agreement, a copy of which
has been filed by SPAC with the SEC. Shareholder acknowledges that no person or entity has made or makes any representation or warranty
to Shareholder in respect of SPAC, the Sponsor, Target, the Subject Shares, the Transferred Sponsor Shares or the Transactions, other
than the representations and warranties contained in this Agreement. In making its investment decision to hold and not redeem the Subject
Shares and acquire the Transferred Sponsor Shares, Shareholder is relying solely on investigations made by Shareholders and its representatives
and the Disclosure Documents.

 (b) Shareholder
acknowledges that the Transferred Sponsor Shares have not been registered for resale under the U.S. Securities Act of 1933, as amended
(the “ Securities Act ”), and cannot be sold unless registered under the Securities Act and applicable state securities
laws or an exemption from such registration is available. Pursuant to the foregoing, Shareholder acknowledges that until such time as
the resale of the Transferred Sponsor Shares have been registered under the Securities Act or may otherwise may be sold pursuant to an
exemption from registration, any certificates representing (or book-entry recordings of) any Transferred Sponsor Shares shall bear a customary
restrictive legend or notation (and a stop-transfer order may be placed against transfer of any certificates evidencing such Transferred
Sponsor Shares) reflecting such limitations in form and substance reasonably acceptable to SPAC. Shareholder acknowledges that the Transferred
Sponsor Shares will not immediately be eligible for resale pursuant to Rule 144 promulgated under the Securities Act. Shareholder understands
that as a result of the foregoing transfer restrictions (without liming the rights of Shareholder under the Amended Registration Rights
Agreement upon the Closing), the Shareholder may not be able to readily resell the Transferred Sponsor Shares and may be required to bear
the financial risk of an investment in the Transferred Sponsor Shares for an indefinite period of time. Shareholder understands that it
has been advised to consult legal counsel prior to making any offer, resale, pledge or transfer of any of the Transferred Sponsor Shares.

 (c) Shareholder,
if an entity, has been duly formed or incorporated and is validly existing in good standing under the laws of its jurisdiction of incorporation
or formation. The execution, delivery and performance by Shareholder of this Agreement are within the powers of Shareholder, have been
duly authorized and will not constitute or result in a breach or default under or conflict with any statute, rule or regulation applicable
to Shareholder, any order, ruling or regulation of any court or other tribunal or of any governmental commission or agency, or any agreement
or other undertaking, to which Shareholder is a party or by which Shareholder is bound, and will not violate any provisions of Shareholder’s
organizational documents. This Agreement has been duly authorized, executed and delivered by Shareholder and constitutes a legal, valid
and binding obligation of Shareholder enforceable against Shareholder in accordance with its terms, except to the extent that enforceability
thereof may be limited by applicable bankruptcy, insolvency, reorganization and moratorium laws and other laws of general application
affecting the enforcement of creditors’ rights generally and subject to general principles of equity.

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 (d) Shareholder,
directly or indirectly through its affiliates, owns the Shareholder Shares, free and clear of any liens (other than imposed by applicable
securities laws, SPAC’s organizational documents and this Agreement). There are no proxies, voting rights, shareholders’ agreements
or other agreements or understandings, to which Shareholder or its affiliates is a party or bound with respect to the voting or transfer
of any Ordinary Shares other than this Agreement.

 (e) Shareholder
and each of its affiliates holding Subject Shares is not (i) a person or entity named on the List of Specially Designated Nationals and
Blocked Persons administered by the U.S. Treasury Department’s Office of Foreign Assets Control (“ OFAC ”) or
in any Executive Order issued by the President of the United States and administered by OFAC, or a person or entity prohibited by any
OFAC sanctions program, (ii) a Designated National as defined in the Cuban Assets Control Regulations, 31 C.F.R. Part 515, or (iii) a
non-U.S. shell bank or providing banking services indirectly to a non-U.S. shell bank. Shareholder agrees to, and to cause its affiliates
to, provide law enforcement agencies, if requested thereby, such records as required by applicable law, provided that Shareholder or its
affiliates, as applicable, is permitted to do so under applicable law. If Shareholder or its affiliates holding Subject Shares is a financial
institution subject to the Bank Secrecy Act (31 U.S.C. Section 5311 et seq.), as amended by the USA PATRIOT Act of 2001, and its implementing
regulations (collectively, the “ BSA/Patriot Act ”), Shareholder and such affiliates, as applicable, maintain
policies and procedures reasonably designed to comply with applicable obligations under the BSA/Patriot Act. To the extent required, Shareholder
and each of its affiliates holding Subject Shares maintains policies and procedures reasonably designed (i) for the screening of its investors
against the OFAC sanctions programs and (ii) to ensure that the funds held by Shareholder and/or its designated purchasing affiliates
and used to purchase the Subject Shares were legally derived.

 Section 4.2 Representations
and Warranties of SPAC . SPAC represents and warrants to the Shareholder that:

 (a) SPAC
is duly formed, validly existing and in good standing under the laws of the Cayman Islands. SPAC has the corporate power and authority
to own, lease and operate its properties and conduct its business as presently conducted and to enter into, deliver and perform its obligations
under this Agreement. All corporate action required to be taken by SPAC’s Board of Directors in order to authorize SPAC to enter
into this Agreement has been taken by SPAC’s Board of Directors. This Agreement has been duly authorized, executed and delivered
by SPAC and is enforceable against SPAC in accordance with its terms, except to the extent that enforceability thereof may be limited
by applicable bankruptcy, insolvency, reorganization and moratorium laws and other laws of general application affecting the enforcement
of creditors’ rights generally and subject to general principles of equity.

 (b) Assuming
the accuracy of Shareholder’s representations and warranties in Section 4.1 , the execution, delivery and performance
of this Agreement and the consummation by SPAC of the transactions that are the subject of this Agreement in compliance herewith will
be done in accordance with the rules of the Nasdaq Capital Market (“ Nasdaq ”) and none of the foregoing will
result in (i) a material breach or material violation of any of the terms or provisions of, or constitute a material default under, or
result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of SPAC or any of its subsidiaries
pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement, license, lease or any other agreement or instrument to
which SPAC or any of its subsidiaries is a party or by which SPAC or any of its subsidiaries is bound or to which any of the property
or assets of SPAC is subject, which would have a material adverse effect on the business, properties, financial condition, shareholders’
equity or results of operations of SPAC (a “ Material Adverse Effect ”) or materially affect the validity of the
Subject Shares or the legal authority of SPAC to comply in all material respects with the terms of this Agreement; (ii) any material violation
of the provisions of the organizational documents of SPAC; or (iii) any violation of any statute or any judgment, order, rule or regulation
of any court or governmental agency or body, domestic or foreign, having jurisdiction over SPAC or any of its properties that would have
a Material Adverse Effect or materially affect the validity of the Subject Shares or the legal authority of SPAC to comply with this Agreement.

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 (c) All
reports (the “ SEC Reports ”) filed or required to be filed by SPAC with the SEC complied in all material respects
with the requirements of the Securities Act and the Exchange Act and the rules and regulations of the SEC promulgated thereunder, and
none of the SEC Reports, when filed as of the time of the execution of this Agreement and at the time of the Closing, contained or will
contain any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order
to make the statements therein, in the light of the circumstances under which they were made, not misleading. The financial statements
of SPAC included in the SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations
of the SEC with respect thereto as in effect at the time of filing and fairly present in all material respects the financial position
of SPAC as of and for the dates thereof and the results of operations and cash flows for the periods presented, subject, in the case of
unaudited statements, to normal, year-end audit adjustments and the absence of complete footnotes, and SPAC has timely filed with the
SEC each SEC Report that SPAC was required to file with the SEC. A copy of each SEC Report is available to Shareholder via the SEC’s
EDGAR system.

 (d) Except
for such matters as have been disclosed in the Disclosure Documents or that have not had and would not be reasonably expected to have,
individually or in the aggregate, a Material Adverse Effect, as of the date hereof, there is no (i) action, suit, claim or other proceeding
by or before any governmental or other regulatory or self-regulatory agency, entity or body with authority or jurisdiction over SPAC,
pending, or, to the knowledge of SPAC, threatened in writing against SPAC, or (ii) judgment, decree, injunction, ruling or order of any
governmental entity or arbitrator outstanding against SPAC.

 (e) As
of the date hereof, the Ordinary Shares are registered pursuant to Section 12(b) of the Exchange Act and are listed for trading on Nasdaq.
As of the date hereof, there is no suit, action, proceeding or investigation pending or, to the knowledge of SPAC, threatened in writing
against SPAC by Nasdaq or the SEC (and SPAC has not received any written notification of any intention by Nasdaq or the SEC) to deregister
such shares or prohibit or terminate the listing of the Ordinary Shares on Nasdaq. Other than as contemplated by the Merger Agreement,
SPAC has taken no action intended to result in, or that would reasonably be expected to result in, the termination of the registration
of such shares under the Exchange Act.

 (f) SPAC
is not required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration with,
any court or other federal, state, local or other governmental authority, self-regulatory organization or other person in connection with
the execution, delivery and performance of this Agreement (other than (i) filings with the SEC, (ii) filings required by applicable state
securities laws, (iii) filings as may be required by the Amended Registration Rights Agreement, (iv) those required by the Nasdaq, (v)
any filings pursuant to applicable antitrust laws, (vi) consents or other approvals, waivers or authorizations required for the consummation
of the transactions contemplated by this Agreement that SPAC reasonably expects to receive on or prior to the Closing), in each case the
failure of which to obtain would not be reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or
have a material adverse effect on SPAC’s ability to consummate the transactions contemplated hereby.

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 Section 4.3 Representations
and Warranties of Sponsor . Sponsor represents and warrants to the Shareholder that:

 (a) Sponsor
is duly formed, validly existing and in good standing under the laws of the State of Delaware. Sponsor has the limited liability company
power and authority to own, lease and operate its properties and conduct its business as presently conducted and to enter into, deliver
and perform its obligations under this Agreement. All limited liability company action required to be taken by Sponsor’s managers
or managing member in order to authorize Sponsor to enter into this Agreement been taken. This Agreement has been duly authorized, executed
and delivered by Sponsor and is enforceable against Sponsor in accordance with its terms, except to the extent that enforceability thereof
may be limited by applicable bankruptcy, insolvency, reorganization and moratorium laws and other laws of general application affecting
the enforcement of creditors’ rights generally and subject to general principles of equity.

 (b) Assuming
the accuracy of Shareholder’s representations and warranties in Section 4.1 , the execution, delivery and performance
of this Agreement and the consummation by Sponsor of the transactions that are the subject of this Agreement in compliance herewith will
not result in (i) a material breach or material violation of any of the terms or provisions of, or constitute a material default under,
or result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of Sponsor or any of its
subsidiaries pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement, license, lease or any other agreement or
instrument to which Sponsor or any of its subsidiaries is a party or by which Sponsor or any of its subsidiaries is bound or to which
any of the property or assets of Sponsor is subject, which would materially affect the legal authority of Sponsor to comply in all material
respects with the terms of this Agreement and perform its obligations hereunder; (ii) any material violation of the provisions of the
organizational documents of Sponsor; or (iii) any violation of any statute or any judgment, order, rule or regulation of any court or
governmental agency or body, domestic or foreign, having jurisdiction over Sponsor or any of its properties that would materially affect
the legal authority of Sponsor to comply with this Agreement or perform its obligations hereunder.

 (c) Except
for such matters that would not materially affect the legal authority of Sponsor to comply with this Agreement or perform its obligations
hereunder, as of the date hereof, there is no (i) action, suit, claim or other proceeding by or before any governmental or other regulatory
or self-regulatory agency, entity or body with authority or jurisdiction over Sponsor, pending, or, to the knowledge of Sponsor, threatened
in writing against Sponsor, or (ii) judgment, decree, injunction, ruling or order of any governmental entity or arbitrator outstanding
against Sponsor.

 (d) Sponsor
is not required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration with,
any court or other federal, state, local or other governmental authority, self-regulatory organization or other person in connection with
the execution, delivery and performance of this Agreement (other than (i) filings with the SEC, (ii) filings required by applicable state
securities laws, (iii) those required by the Nasdaq, (iv) any filings pursuant to applicable antitrust laws, and (v) consents or other
approvals, waivers or authorizations required for the consummation of the transactions contemplated by this Agreement that Sponsor reasonably
expects to receive on or prior to the Closing), in each case the failure of which to obtain would not materially affect the legal authority
of Sponsor to comply with this Agreement or perform its obligations hereunder.

 Article V

 MISCELLANEOUS

 Section 5.1 Survival .
All representations, warranties and covenants contained in this Agreement shall survive changes in the transactions, documents and
instruments described herein, in each case until the end of the Term.

 Section 5.2 Further
Assurances . From time to time, at the other Party’s request and without further consideration, each Party shall
execute and deliver such additional documents and take all such further action as may be reasonably necessary or desirable to
consummate the transactions contemplated by this Agreement.

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 Section 5.3 Fees
and Expenses . Each of the Parties shall be responsible for its own fees and expenses (including the fees and expenses
of investment bankers, accountants and counsel) in connection with the entering into of this Agreement and the consummation of the
transactions contemplated hereby.

 Section 5.4 No
Ownership Interest . Nothing contained in this Agreement shall be deemed to vest in SPAC or Sponsor any direct or indirect
ownership or incidence of ownership of or with respect to any Subject Shares.

 Section 5.5 Amendments,
Waivers, etc . This Agreement may not be amended, changed, supplemented, waived or otherwise modified, except upon the
execution and delivery of a written agreement executed by each of the Parties hereto (including Target). The failure of any Party
hereto to exercise any right, power or remedy provided under this Agreement or otherwise available in respect hereof at law or in
equity, or to insist upon compliance by any other Party hereto with its obligations hereunder, and any custom or practice of the
Parties at variance with the terms hereof shall not constitute a waiver by such Party of its right to exercise any such or other
right, power or remedy or to demand such compliance.

 Section 5.6 Notices . All
notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given (and shall be deemed to
have been duly given upon receipt) by delivery (i) in person, (ii) by email (with affirmative confirmation receipt) or (iii) by
registered or certified mail (postage prepaid, return receipt requested) to the respective Parties at the following addresses (or at
such other address for a Party as shall be specified by like notice):

 If to SPAC, to:

 Live Oak Acquisition Corp. V
 4921 William Arnold Road

Memphis, Tennessee 38117
 Attn: Richard Hendrix
 Telephone No.: [***]

 Email: [***]

 with a copy (which shall not constitute notice) to:

 Ellenoff Grossman
& Schole LLP
 1345 Avenue of the Americas, 11th Floor
 New York, New York 10105
 Telephone: [***]
 Attention:
Matthew A. Gray, Esq
 Email: [***]

 If to the Sponsor, to:

 Live Oak Sponsor V LLC

4921 William Arnold Road

Memphis, Tennessee 38117
 Attn: Richard Hendrix
 Telephone No.: [***]

 Email: [***]

 with a copy (which shall not constitute notice) to:

 Ellenoff Grossman & Schole LLP
 1345 Avenue of the Americas, 11th Floor
 New York, New York 10105
 Telephone: [***]
 Attention: Matthew A. Gray, Esq
 Email: [***]

 If to Shareholder, to: the address of Shareholder set forth underneath Shareholder’s name on the signature page hereto

 Section 5.7 Severability .
If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law or public
policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the
economic or legal substance of the transactions contemplated hereby is not affected in any manner adverse to any Party. Upon such
determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties hereto shall
negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in an
acceptable manner to the end that the transactions contemplated hereby are fulfilled to the fullest extent possible.

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 Section 5.8 Entire
Agreement; Assignment; Third Party Beneficiaries . This Agreement constitutes the entire agreement among the Parties with
respect to the subject matter hereof and supersedes all prior agreements and undertakings, both written and oral, among the Parties,
or any of them, with respect to the subject matter hereof. This Agreement shall not be assigned by operation of law or otherwise
without the prior written consent of the other Parties (including Target). Except as otherwise provided herein, this Agreement shall
be binding upon and inure to the benefit of the Parties and their respective heirs, successors and permitted assigns. Shareholder
acknowledges and agrees that the Target is a third-party beneficiary of the representations, warranties and covenants of the
Shareholder contained in Section 4.1 of this Agreement, and that the Target is otherwise an express third-party beneficiary
of this Agreement, entitled to enforce the terms hereof against the Shareholder as if it were an original party hereto, and will
have the rights of the SPAC hereunder. Other than the Target, this Agreement does not confer any rights or remedies upon any person
or entity other than the Parties hereto and their heirs, successors and permitted assigns.

 Section 5.9 Interpretation .
The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement. When reference is made in this Agreement to a Section, such reference shall be to a Section of
this Agreement unless otherwise indicated. Whenever the words “include”, “includes” or
“including” are used in this Agreement, they shall be deemed to be followed by the words “without
limitation.” The words “hereof,” “herein,” “hereby” and “hereunder” and words
of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this
Agreement. The word “or” shall not be exclusive. Whenever used in this Agreement, any noun or pronoun shall be deemed to
include the plural as well as the singular and to cover all genders. This Agreement shall be construed without regard to any
presumption or rule requiring construction or interpretation against the Party drafting or causing any instrument to be drafted. For
purposes of this Agreement, the term “affiliate” shall have the meaning ascribed to such term in Rule 12b-2 of the
Exchange Act (and, for the avoidance of doubt, any reference in this Agreement to an affiliate of SPAC prior to the Business
Combination will include the Sponsor).

 Section 5.10 Governing
Law; Jurisdiction; WAIVER OF JURY TRIAL . This Agreement shall be governed by, construed and enforced in accordance with the
laws of the State of New York without regard to the conflict of laws principles thereof. Any action, claim, suit or other legal
proceeding (a “ Proceeding ”) arising out of or relating to this Agreement shall be heard and determined
exclusively in any state or federal court located in New York, New York (or in any court in which appeal from such courts may be
taken) (the “ Specified Courts ”). Each Party hereto hereby (a) submits to the exclusive jurisdiction of any
Specified Court for the purpose of any Proceeding arising out of or relating to this Agreement and (b) irrevocably waives, and
agrees not to assert by way of motion, defense or otherwise, in any such Proceeding, any claim that it is not subject personally to
the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Proceeding
is brought in an inconvenient forum, that the venue of the Proceeding is improper, or that this Agreement or the transactions
contemplated hereby may not be enforced in or by any Specified Court. Each Party agrees that a final judgment in any Proceeding
shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable
law. Each Party irrevocably consents to the service of the summons and complaint and any other process in any other Proceeding
relating to the transactions contemplated by this Agreement, on behalf of itself, or its property, by personal delivery of copies of
such process to such Party at the applicable address set forth in Section 5.6 . Nothing in this Section 5.10
shall affect the right of any Party to serve legal process in any other manner permitted by law. Each
Party hereto hereby waives to the fullest extent permitted by applicable law any right it may have to a trial by jury with respect
to any Proceeding directly or indirectly arising out of, under or in connection with this Agreement or the transactions contemplated
hereby .

 9

 Section 5.11 Specific
Performance . The Parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement
were not performed in accordance with their specific terms or were otherwise breached. Accordingly, each Party shall be entitled to
obtain an injunction or restraining order to prevent threatened, actual or continuing breaches of this Agreement and to enforce
specifically the terms and provisions hereof, in each case without the requirement to post any bond or other security or to prove
actual damages or that money damages would be inadequate, this being in addition to any other right or remedy to which such Party
may be entitled under this Agreement, at law or in equity.

 Section 5.12 No
Partnership, Agency or Joint Venture . This Agreement is intended to create a contractual relationship between the Parties,
and is not intended to create, and does not create, any agency, partnership, joint venture or any like relationship between or among
the Parties hereto. Without limiting the generality of the foregoing sentence, Shareholder (a) is entering into this Agreement
solely on its own behalf and shall not have any obligation to perform on behalf of any other holder of Ordinary Shares or any
liability (regardless of the legal theory advanced) for any breach of this Agreement by any other holder of Ordinary Shares and
(b) by entering into this Agreement does not intend to form a “group” for purposes of Rule 13d-5(b)(1) of the
Exchange Act or any other similar provision of applicable law. Shareholder has acted independently regarding its decision to enter
into this Agreement.

 Section 5.13 Waiver
against Trust . Shareholder understands that, as described in the IPO Prospectus, SPAC has established a trust account (the
“ Trust Account ”) containing the proceeds of its IPO and the overallotment securities acquired by its
underwriters and from certain private placements occurring simultaneously with its IPO (including interest accrued from time to time
thereon) for the benefit of SPAC’s public shareholders (including overallotment shares acquired by SPAC’s underwriters,
the “ Public Shareholders ”), and that, except as otherwise described in the IPO Prospectus, SPAC may
disburse monies from the Trust Account only: (a) to the Public Shareholders in the event they elect to redeem their Ordinary Shares
in connection with any shareholder vote on a proposed Business Combination but only in the event that the applicable Business
Combination is approved and consummated and subject to the limitations contained in the SPAC organizational documents; (b) to the
Public Shareholders who elect to have their Ordinary Shares repurchased by means of a tender offer subject to the provisions
contained in the SPAC organizational documents; (c) to the Public Shareholders if any amendment is made to the SPAC’s
organizational documents prior to the consummation of the Business Combination (i) to modify the substance or timing of SPAC’s
obligations to allow redemption in connection with a Business Combination or to redeem 100% of the Ordinary Shares if SPAC has not
consummated a Business Combination within twenty one (21) months after the closing of the IPO (or 24 months from the closing of the
IPO if it executes a definitive agreement for an initial business combination within 21 months from the closing the IPO); (ii) with
respect to any other material provisions relating to the rights of holders of SPAC Ordinary Shares; or (iii) pre-initial Business
Combination activity upon the effectiveness of any such amendment; (d) to the Public Shareholders if SPAC fails to consummate a
Business Combination within twenty one (21) months after the closing of the IPO (or 24 months from the closing of the IPO if it
executes a definitive agreement for an initial business combination within 21 months from the closing the IPO), and subject to
extension by amendment to SPAC’s organizational documents, including interest earned on the amounts held in the Trust Account
(which interest shall be net of, taxes payable and less up to $100,000 of interest to pay dissolution expenses), and (e) to SPAC
after or concurrently with the consummation of a Business Combination. For and in consideration of SPAC entering into this
Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Shareholder
hereby agrees on behalf of itself and its affiliates that, notwithstanding anything to the contrary in this Agreement, neither
Shareholder nor any of its affiliates do now or shall at any time hereafter have any right, title, interest or claim of any kind in
or to any monies in the Trust Account or distributions therefrom, or make any claim against the Trust Account (including any
distributions therefrom), regardless of whether such claim arises as a result of, in connection with or relating in any way to, this
Agreement or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of
legal liability (collectively, the “ Released Claims ”). Shareholder on behalf of itself and its affiliates
hereby irrevocably waives any Released Claims that Shareholder or any of its affiliates may have against the Trust Account
(including any distributions therefrom) now or in the future and will not seek recourse against the Trust Account (including any
distributions therefrom) for any reason whatsoever. Shareholder agrees and acknowledges that such irrevocable waiver is material to
this Agreement and specifically relied upon by SPAC and its affiliates to induce SPAC to enter into this Agreement, and Shareholder
further intends and understands such waiver to be valid, binding and enforceable against Shareholder and each of its affiliates
under applicable law. Notwithstanding the foregoing, this Section 5.13 shall not prevent Shareholder or its affiliates
in the capacity as a Public Shareholder from receiving funds from the Trust Account after the termination of this Agreement upon the
redemption of Shareholder’s or its affiliates’ Ordinary Shares or upon the liquidation of SPAC.

 Section 5.14 Counterparts .
This Agreement may be executed in counterparts (including by facsimile or pdf or other electronic document transmission), each of
which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same
agreement.

 {Remainder of Page Intentionally Left Blank;
Signature Page Follows}

 10

 IN WITNESS WHEREOF, the Parties
hereto have caused this Non-Redemption Agreement to be duly executed as of the date first set forth above.

 SPAC:

 Live Oak Acquisition Corp. V

 By:

 Name:
 Richard J. Hendrix

 Title:
 Chief Executive Officer

 The Sponsor:

 Live Oak Sponsor V LLC

 By:

 Name:
 Richard J. Hendrix

 Title:
 Managing Member

 Number of Transferred Sponsor Shares:

 Shareholder:

 Name(s) of Shareholder:

 Signature of Authorized Signatory
of Shareholder :

 Name of Authorized Signatory:

 Title of Authorized Signatory:

 Address for Notice to Shareholder:

 Attention:

 Email:

 Telephone No.:

 Number of Shareholder Shares:

 {Signature Page to
Non-Redemption Agreement}