REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 22nd, 2021 • Lakeshore Acquisition I Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of [●], 2021, by and among Lakeshore Acquisition I Corp., a Cayman Islands exempted company (the “Company”), and the undersigned parties listed under Investors on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
WARRANT AGREEMENTWarrant Agreement • June 16th, 2021 • Lakeshore Acquisition I Corp. • Blank checks • New York
This WARRANT AGREEMENT (this “Agreement”) is made as of June 10, 2021 between Lakeshore Acquisition I Corp., a Cayman Islands exempted company with limited liability, with offices at Suite A-2F, 555 Shihui Road, Songjiang District, Shanghai, China 201100 (“Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, with offices at 1 State Street, New York, New York 10004, as warrant agent (“Warrant Agent”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • June 16th, 2021 • Lakeshore Acquisition I Corp. • Blank checks • New York
This Agreement, made and entered into effective as of June 10, 2021 (“Agreement”), by and between Lakeshore Acquisition I Corp., a Cayman Islands exempted company (“Company”), and the undersigned indemnitee (“Indemnitee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • June 16th, 2021 • Lakeshore Acquisition I Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of June 10, 2021 by and between Lakeshore Acquisition I Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”).
CRAIG-HALLUM CAPITAL GROUP LLC Minneapolis, MN 55402 June 10, 2021Lakeshore Acquisition I Corp. • June 16th, 2021 • Blank checks • New York
This is to confirm our agreement (this “Agreement”) whereby Lakeshore Acquisition I Corp., a Cayman Islands exempted company (“Company”), has requested Craig-Hallum Capital Group LLC (the “Advisor”) to assist it in connection with the Company’s initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination (in each case, a “Business Combination”) with one or more businesses or entities (each a “Target”) as described in the Company’s Registration Statement on Form S-1 (File No. 333-255174) filed with the Securities and Exchange Commission (“Registration Statement”) in connection with its initial public offering (“IPO”).
SUBSCRIPTION AGREEMENTSubscription Agreement • June 16th, 2021 • Lakeshore Acquisition I Corp. • Blank checks • New York
This Subscription Agreement (this “Agreement”) is entered into as of [_], 2021 between Lakeshore Acquisition I Corp., a Cayman Islands exempted company (the “Company”), RedOne Investment Limited, a British Virgin Islands company (the “Sponsor”) and [Investor] (the “Purchaser”).
AGREEMENT AND PLAN OF MERGER by and among Lakeshore Acquisition I Corp., as the Purchaser, LAAA Merger Sub Inc., as Merger Sub, RedOne Investment Limited, in the capacity as the Purchaser Representative, HGP II, LLC, in the capacity as the Seller...Agreement and Plan of Merger • May 10th, 2022 • Lakeshore Acquisition I Corp. • Blank checks • Delaware
This Agreement and Plan of Merger (this “Agreement”) is made and entered into as of May 9, 2022 by and among (i) Lakeshore Acquisition I Corp., a Cayman Islands exempted company (which shall reincorporate as a Delaware corporation in connection with the consummation of the transactions contemplated hereby) (together with its successors, including after the Reincorporation (as defined below), the “Purchaser”), (ii) LAAA Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of the Purchaser (“Merger Sub”), (iii) RedOne Investment Limited, a British Virgin Islands company, in the capacity as the representative from and after the Effective Time (as defined below) for the stockholders of the Purchaser (other than the Company Security Holders (as defined below) as of immediately prior to the Effective Time and their successors and assignees) in accordance with the terms and conditions of this Agreement (the “Purchaser Representative”), (iv) HGP II, LLC, a Delaware limited lia
Lakeshore Acquisition I Corp. 5,000,000 Units Underwriting AgreementUnderwriting Agreement • June 16th, 2021 • Lakeshore Acquisition I Corp. • Blank checks • New York
Lakeshore Acquisition I Corp., a Cayman Islands exempted company (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (collectively, the “Underwriters”), for whom you are acting as representatives (the “Representatives”) and whom EarlyBirdCapital, Inc. is acting as qualified independent underwriter (the “QIU”), an aggregate of 5,000,000 units of the Company (the “Underwritten Units”) and, at the option of the Underwriters, up to an additional 750,000 units of the Company (the “Option Units”). The Underwritten Units and the Option Units are herein referred to as the “Public Units.”
Lakeshore Acquisition I Corp.Letter Agreement • April 22nd, 2021 • Lakeshore Acquisition I Corp. • Blank checks
This letter (“Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Lakeshore Acquisition I Corp., a Cayman Islands corporation (the “Company”), and Craig-Hallum Capital Group and Roth Capital Partners as representatives (the “Representatives”) of the several underwriters named in Schedule I thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each Unit comprised of one ordinary share of the Company, par value $0.0001 (the “Ordinary Shares”), and three-quarters of one warrant, each whole warrant exercisable for one Ordinary Share (each, a “Warrant”). Certain capitalized terms used herein are defined in paragraph 12 hereof.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 10th, 2022 • Lakeshore Acquisition I Corp. • Blank checks
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of [●], 2022 by and among (i) Lakeshore Acquisition I Corp., a Cayman Islands exempted company (which shall reincorporate as a Delaware corporation in connection with the consummation of the transactions contemplated under the Merger Agreement (as defined below) (together with its successors, including after the Reincorporation (as defined in the Merger Agreement), “Purchaser”), and (ii) the undersigned parties listed under Investor on the signature page hereto (each such party, together with any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.2 of this Agreement, an “Investor” and collectively the “Investors”).
NON-COMPETITION AND NON-SOLICITATION AGREEMENTNon-Competition and Non-Solicitation Agreement • May 10th, 2022 • Lakeshore Acquisition I Corp. • Blank checks
THIS NON-COMPETITION AND NON-SOLICITATION AGREEMENT (this “Agreement”) is being executed and delivered as of [_], 2022, by ________________(the “Subject Party”) in favor of and for the benefit of Lakeshore Acquisition I Corp., a Cayman Islands exempted company (including any successor entity thereto, the “Purchaser”), ProSomnus Holdings Inc., a Delaware corporation (the “Company”), and each of the Purchaser’s and/or the Company’s respective present and future Affiliates, successors and direct and indirect subsidiaries (collectively with the Purchaser and the Company, the “Covered Parties”). Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Merger Agreement.
LOCK-UP AGREEMENTLock-Up Agreement • May 10th, 2022 • Lakeshore Acquisition I Corp. • Blank checks
THIS LOCK-UP AGREEMENT (this “Agreement”) is dated as of [•], 2022, by and between the undersigned (the “Holder”), Lakeshore Acquisition I Corp., an exempted company incorporated with limited liability under the Laws of Cayman Islands (“Purchaser”) and RedOne Investment Limited, a British Virgin Islands company, in its capacity as the representative for the stockholders of the Purchaser (the “Purchaser Representative”). Capitalized terms used and not otherwise defined herein shall have the meanings given such terms in the Agreement and Plan of Merger (the “Merger Agreement”) entered into by and among (i) Purchaser, (ii) LAAA Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of the Purchaser, (iii) the Purchaser Representative, (iv) ProSomnus Holdings Inc., a Delaware corporation (the “Company”), and (v) HGP II, LLC, a Delaware limited liability company, in the capacity as the representative for the stockholders of the Company.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 16th, 2021 • Lakeshore Acquisition I Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of June 10, 2021, by and among Lakeshore Acquisition I Corp., a Cayman Islands exempted company (the “Company”), and the undersigned parties listed under Investors on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
FORM OF VOTING AND SUPPORT AGREEMENTForm of Voting and Support Agreement • May 10th, 2022 • Lakeshore Acquisition I Corp. • Blank checks
This VOTING AND SUPPORT AGREEMENT, dated as of , 2022 (this “Voting Agreement”), is entered into by and among ProSomnus Holdings Inc., a Delaware corporation (the “Company”), the stockholders of the Company listed on Exhibit A hereto (each, a “Stockholder” and collectively, the “Stockholders”), and Lakeshore Acquisition I Corp., a Cayman Islands exempted company (“Purchaser”). Capitalized terms used but not defined in this Voting Agreement shall have the meanings ascribed to them in the Merger Agreement (as defined below).
FORM OF PURCHASER SUPPORT AGREEMENTForm of Purchaser Support Agreement • May 10th, 2022 • Lakeshore Acquisition I Corp. • Blank checks
This PURCHASER SUPPORT AGREEMENT, dated as of , 2022 (this “Agreement”), is entered into by and among the persons listed on the signature page hereto (each, a “Supporter”), ProSomnus Holdings Inc., a Delaware corporation (the “Company”), and Lakeshore Acquisition I Corp., a Cayman Islands exempted company (“Purchaser”). Capitalized terms used but not defined in this Agreement shall have the meanings ascribed to them in the Merger Agreement (as defined below).
NOTE PURCHASE AGREEMENTNote Purchase Agreement • September 16th, 2022 • Lakeshore Acquisition I Corp. • Blank checks • New York
This NOTE PURCHASE AGREEMENT (this “Agreement”) is made as of this [_]th day of September, 2022 by and between [Investor], a [_] (“Buyer”) and Lakeshore Acquisition I Corp., a Cayman Islands exempted company (“Maker”).
ContractLakeshore Acquisition I Corp. • September 16th, 2022 • Blank checks
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.
AMENDED AND RESTATED PURCHASER SUPPORT AGREEMENTPurchaser Support Agreement • December 1st, 2022 • Lakeshore Acquisition I Corp. • Blank checks
This AMENDED AND RESTATED PURCHASER SUPPORT AGREEMENT, dated as of November [_], 2022 (this “Agreement”), is entered into by and among the persons listed on the signature page hereto (each, a “Supporter”), ProSomnus Holdings Inc., a Delaware corporation (the “Company”), and Lakeshore Acquisition I Corp., a Cayman Islands exempted company (“Purchaser”). Capitalized terms used but not defined in this Agreement shall have the meanings ascribed to them in the Merger Agreement (as defined below).
Lakeshore Acquisition I Corp.Letter Agreement • June 16th, 2021 • Lakeshore Acquisition I Corp. • Blank checks • New York
This letter (“Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Lakeshore Acquisition I Corp., a Cayman Islands corporation (the “Company”), and Craig-Hallum Capital Group and Roth Capital Partners as representatives (the “Representatives”) of the several underwriters named in Schedule I thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each Unit comprised of one ordinary share of the Company, par value $0.0001 (the “Ordinary Shares”), and three-quarters of one warrant, each whole warrant exercisable for one Ordinary Share (each, a “Warrant”). Certain capitalized terms used herein are defined in paragraph 12 hereof.
