ProSomnus, Inc. Sample Contracts

INDEMNITY AGREEMENT
Indemnity Agreement • December 13th, 2022 • ProSomnus, Inc. • Surgical & medical instruments & apparatus • Delaware

THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of December 6, 2022, by and between ProSomnus, Inc., a Delaware corporation (the “Company”), and ___________________ (“Indemnitee”).

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • December 13th, 2022 • ProSomnus, Inc. • Surgical & medical instruments & apparatus

This Agreement is made pursuant to (i) the Senior Securities Purchase Agreement, dated as of August 26, 2022, by and among ProSomnus Holdings Inc., Lakeshore Acquisition I Corp., a Cayman Islands corporation (the “SPAC”) and each purchaser identified on the signature pages thereto (the “Senior Purchase Agreement”) and (ii) the Subordinated Securities Purchase Agreement, dated as of August 26, 2022, by and among the ProSomnus Holdings Inc., the SPAC and each purchaser identified on the signature pages thereto (the “Subordinated Purchase Agreement” and together with the Senior Securities Purchase Agreement, the “Purchase Agreements”).

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • December 13th, 2022 • ProSomnus, Inc. • Surgical & medical instruments & apparatus

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of December 6, 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”).

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EMPLOYMENT AGREEMENT
Employment Agreement • December 13th, 2022 • ProSomnus, Inc. • Surgical & medical instruments & apparatus • California

This EMPLOYMENT AGREEMENT (the “Agreement”) is entered as of May 4, 2022, by and between ProSomnus Sleep Technologies, Inc., a Delaware corporation (the “Company”), and Laing Rikkers (“Executive”). The Company and Executive are hereinafter collectively referred to as the “Parties,” and individually a “Party.” This Agreement will become effective (the “Effective Date”) upon the closing of the currently contemplated de-SPAC transaction with Lakeshore Acquisition I Corp. (“Purchaser” or “Parent”), whereby the Company will become an indirect wholly-owned subsidiary of Purchaser. Upon the closing of such transaction, this Agreement will supersede in entirety any prior employment agreement between Executive and the Company.

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SUBSCRIPTION AGREEMENT
Subscription Agreement • December 13th, 2022 • ProSomnus, Inc. • Surgical & medical instruments & apparatus • New York

This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into this day of November, 2022, by and between Lakeshore Acquisition I Corp., a Cayman Islands exempted company (the “Company”), ProSomnus Holdings, Inc., a Delaware corporation (“ProSomnus”), and the undersigned (“Subscriber” or “you”). Defined terms used but not otherwise defined herein shall have the respective meanings ascribed thereto in the Transaction Agreement (as defined below).

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PROSOMNUS, INC. (COMPANY) THE SUBSIDIARY GUARANTORS NAMED HEREIN (SUBSIDIARY GUARANTORS) WILMINGTON TRUST, NATIONAL ASSOCIATION (TRUSTEE AND COLLATERAL AGENT) SUBORDINATED SECURED CONVERTIBLE NOTES DUE APRIL 6, 2026 INDENTURE DATED AS OF DECEMBER 6, 2022
Indenture • December 11th, 2023 • ProSomnus, Inc. • Surgical & medical instruments & apparatus • New York

INDENTURE, dated as of December 6, 2022, between ProSomnus, Inc., a Delaware corporation, as issuer (the “Company”), ProSomnus Holdings, Inc. and ProSomnus Sleep Technologies, Inc., as the initial Subsidiary Guarantors, and Wilmington Trust, National Association, initially as trustee, collateral agent, conversion agent, registrar and paying agent (in such capacities, and subject to the provisions herein for replacements or successors for such parties, the “Trustee”, “Collateral Agent”, “Conversion Agent”, “Registrar” and “Paying Agent”, respectively).

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LOCK-UP AGREEMENT
Lock-Up Agreement • December 13th, 2022 • ProSomnus, Inc. • Surgical & medical instruments & apparatus

THIS LOCK-UP AGREEMENT (this “Agreement”) is dated as of December 6, 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.

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SECOND SUPPLEMENTAL INDENTURE dated as of September 20, 2023 among ProSomnus, Inc., the Subsidiary Guarantors Party Hereto and Wilmington Trust, National Association, as Trustee and Collateral Agent Senior Secured Convertible Notes due December 6, 2025
Second Supplemental Indenture • September 21st, 2023 • ProSomnus, Inc. • Surgical & medical instruments & apparatus • New York

THIS SECOND SUPPLEMENTAL INDENTURE (this “Second Supplemental Indenture”), entered into as of September 20, 2023, among (i) ProSomnus, Inc., a Delaware corporation (the “Company”), (ii) ProSomnus Holdings, Inc. and ProSomnus Sleep Technologies, Inc. (each, a “Subsidiary Guarantor”), and (iii) Wilmington Trust, National Association, as trustee (in such capacity, the “Trustee”) and collateral agent (“Collateral Agent”).

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PROSOMNUS, INC. (COMPANY) THE SUBSIDIARY GUARANTORS NAMED HEREIN (SUBSIDIARY GUARANTORS) WILMINGTON TRUST, NATIONAL ASSOCIATION (TRUSTEE AND COLLATERAL AGENT) SUBORDINATED SECURED CONVERTIBLE EXCHANGE NOTES DUE APRIL 6, 2026 INDENTURE DATED AS OF...
Intercreditor Agreement • October 12th, 2023 • ProSomnus, Inc. • Surgical & medical instruments & apparatus • New York

INDENTURE, dated as of October 11, 2023, between ProSomnus, Inc., a Delaware corporation, as issuer (the “Company”), ProSomnus Holdings, Inc. and ProSomnus Sleep Technologies, Inc., as the initial Subsidiary Guarantors, and Wilmington Trust, National Association, initially as trustee, collateral agent, conversion agent, registrar and paying agent (in such capacities, and subject to the provisions herein for replacements or successors for such parties, the “Trustee”, “Collateral Agent”, “Conversion Agent”, “Registrar” and “Paying Agent”, respectively).

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PROSOMNUS, INC. STOCK-BASED AWARD AGREEMENT NOTICE OF GRANT OF RESTRICTED STOCK UNITS
Terms and Conditions of Restricted Stock • October 19th, 2023 • ProSomnus, Inc. • Surgical & medical instruments & apparatus • California

Unless otherwise defined herein, the terms defined in the 2022 Equity Incentive Plan (the “Plan”) will have the same defined meanings in this Stock-Based Award Agreement, including the Notice of Grant of Restricted Stock Units (the “Notice of Grant”), the Terms and Conditions of Restricted Stock Unit Grant, and any appendices and exhibits attached thereto (all together, the “Award Agreement”).

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FIRST SUPPLEMENTAL INDENTURE
First Supplemental Indenture • June 30th, 2023 • ProSomnus, Inc. • Surgical & medical instruments & apparatus • New York

THIS FIRST SUPPLEMENTAL INDENTURE (this “First Supplemental Indenture”), entered into as of June 29, 2023, among (i) ProSomnus, Inc., a Delaware corporation (the “Company”), (ii) ProSomnus Holdings, Inc. and ProSomnus Sleep Technologies, Inc. (each, a “Subsidiary Guarantor”), and (iii) Wilmington Trust, National Association, as trustee (in such capacity, the “Trustee”) and collateral agent (“Collateral Agent”).

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SENIOR SECURITY AGREEMENT
Senior Security Agreement • October 12th, 2023 • ProSomnus, Inc. • Surgical & medical instruments & apparatus

This SENIOR SECURITY AGREEMENT, dated as of October 11, 2023 (this “Agreement”), is among ProSomnus, Inc., a Delaware corporation (the “Company”), all of the Subsidiaries of the Company (such subsidiaries, the “Guarantors” and together with the Company, the “Debtors”) and Wilmington Trust, National Association, not in its individual capacity but solely in its capacity as Collateral Agent for the Secured Parties (in such capacity, together with its successors in such capacity, the “Collateral Agent” or “Agent”).

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SUBORDINATED SECURITY AGREEMENT
Subordinated Security Agreement • October 12th, 2023 • ProSomnus, Inc. • Surgical & medical instruments & apparatus

This SUBORDINATED SECURITY AGREEMENT, dated as of October 11, 2023 (this “Agreement”), is among ProSomnus, Inc., a Delaware corporation (the “Company”), all of the Subsidiaries of the Company (such subsidiaries, the “Guarantors” and together with the Company, the “Debtors”) and Wilmington Trust, National Association, not in its individual capacity but solely in its capacity as Collateral Agent for the Secured Parties (in such capacity, together with its successors in such capacity, the “Collateral Agent” or “Agent”).

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FORM OF EMPLOYMENT AGREEMENT
Employment Agreement • December 11th, 2023 • ProSomnus, Inc. • Surgical & medical instruments & apparatus • California

This EMPLOYMENT AGREEMENT (the “Agreement”) is entered as of [MONTH/DAY], 202[3], by and between ProSomnus Sleep Technologies, Inc., a Delaware corporation (the “Company”), and [ ] (“Executive”). The Company and Executive are hereinafter collectively referred to as the “Parties,” and individually a “Party.”

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EMPLOYMENT AGREEMENT
Employment Agreement • March 1st, 2023 • ProSomnus, Inc. • Surgical & medical instruments & apparatus • California

This EMPLOYMENT AGREEMENT (the “Agreement”) is entered as of February 2, 2023, by and between ProSomnus Sleep Technologies, Inc., a Delaware corporation (the “Company”), and Brian B. Dow (“Executive”). The Company and Executive are hereinafter collectively referred to as the “Parties,” and individually a “Party.”

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PROSOMNUS SLEEP TECHNOLOGIES, INC. RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • August 9th, 2023 • ProSomnus, Inc. • Surgical & medical instruments & apparatus • Michigan

This Employment Agreement (“Agreement”) is entered into by and between ProSomnus Sleep Technologies, Inc., a Delaware corporation, and its parent, affiliates and/or subsidiaries (the “Company”), and Mark Murphy (the “Executive”) as of September 3, 2023 (the “Effective Date”). The Company and Executive are hereinafter collectively referred to as the “Parties,” and individually referred to as a “Party.”

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FORM OF VOTING SUPPORT AGREEMENT
Voting Support Agreement • September 21st, 2023 • ProSomnus, Inc. • Surgical & medical instruments & apparatus • Delaware

This Voting Support Agreement (this “Agreement”), dated as of September 20, 2023, is entered into by and between ProSomnus, Inc., a Delaware corporation (the “Company”), and [●] (the “Supporting Stockholder”). Capitalized terms used but not otherwise defined in this Agreement shall have the meanings ascribed to them in the Securities Purchase Agreement (as defined below).

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FIRST SUPPLEMENTAL INDENTURE
First Supplemental Indenture • June 30th, 2023 • ProSomnus, Inc. • Surgical & medical instruments & apparatus • New York

THIS FIRST SUPPLEMENTAL INDENTURE (this “First Supplemental Indenture”), entered into as of June 29, 2023, among (i) ProSomnus, Inc., a Delaware corporation (the “Company”), (ii) ProSomnus Holdings, Inc. and ProSomnus Sleep Technologies, Inc. (each, a “Subsidiary Guarantor”), and (iii) Wilmington Trust, National Association, as trustee (in such capacity, the “Trustee”) and collateral agent (“Collateral Agent”).

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FORM OF SECURITIES PURCHASE AGREEMENT
Form of Securities Purchase Agreement • September 21st, 2023 • ProSomnus, Inc. • Surgical & medical instruments & apparatus • Delaware

This SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of September 20, 2023, is by and among ProSomnus, Inc., a Delaware corporation (the “Company”), and the investors listed on Annex A-1 attached hereto (each, a “Noteholder Investor”) and the investors listed on Annex A-2 attached hereto (each, a “Non-Noteholder Investor” and, together with the Noteholder Investors, the “Investors” and, each, an “Investor”). Annex A-1 and Annex A-2 are collectively referred to herein as the “Investor Schedules.”

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