REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 14th, 2022 • Lakeshore Acquisition II Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of March 8, 2022, by and among Lakeshore Acquisition II 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 • March 14th, 2022 • Lakeshore Acquisition II Corp. • Blank checks • New York
This WARRANT AGREEMENT (this “Agreement”) is made as of March 8, 2022 between Lakeshore Acquisition II Corp., a Cayman Islands exempted company with limited liability, with offices at 667 Madison Avenue, New York, NY 10065 (“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”).
RIGHTS AGREEMENTRights Agreement • March 14th, 2022 • Lakeshore Acquisition II Corp. • Blank checks • New York
This Rights Agreement (this “Agreement”) is made as of March 8, 2022 between Lakeshore Acquisition II Corp., a Cayman Islands exempted company with limited liability (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 1 State Street, New York, New York 10004 (the “Right Agent”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • March 14th, 2022 • Lakeshore Acquisition II Corp. • Blank checks • New York
This Agreement, made and entered into effective as of March 8, 2022 (“Agreement”), by and between Lakeshore Acquisition II Corp., a Cayman Islands exempted company (“Company”), and the undersigned indemnitees (each an “Indemnitee”, together “Indemnitees”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • March 14th, 2022 • Lakeshore Acquisition II Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of March 8, 2022 by and between Lakeshore Acquisition II Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”).
SUBSCRIPTION AGREEMENTSubscription Agreement • March 14th, 2022 • Lakeshore Acquisition II Corp. • Blank checks • New York
This Subscription Agreement (this “Agreement”) is entered into as of March 8, 2022 between Lakeshore Acquisition II Corp., a Cayman Islands exempted company (the “Company”), and RedOne Investment Limited, a British Virgin Islands business company (the “Purchaser”).
STANDBY EQUITY PURCHASE AGREEMENTEquity Purchase Agreement • April 11th, 2023 • Lakeshore Acquisition II Corp. • Blank checks
THIS STANDBY EQUITY PURCHASE AGREEMENT (this “Agreement”) dated as of April 10, 2023 is made by and between YA II PN, LTD., a Cayman Islands exempt limited partnership (the “Investor”), and LAKESHORE ACQUISITION II CORP., a Cayman Islands exempted company (the “Company”). For purposes of this Agreement, references to the “Company” shall also include, after the closing of the Business Combination (as defined below), the resulting publicly listed company pursuant to the transactions contemplated by the Agreement and Plan of Merger entered into on September 9, 2022 (as it may be amended or supplemented from time to time, the “Merger Agreement”), by and among the Company, LBBB Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of the Company (the “Merger Sub”), Nature’s Miracle, Inc., a Delaware corporation (“Nature’s Miracle”), Tie (James) Li, and RedOne Investment Limited, a British Virgin Islands company, pursuant to which, upon the terms and subject to the conditions c
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • September 12th, 2022 • Lakeshore Acquisition II Corp. • Blank checks • Delaware
This Agreement and Plan of Merger (this “Agreement”) is made and entered into as of September 9, 2022 by and among (i) Lakeshore Acquisition II 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) LBBB 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) Tie (James) Li, an individua
Lakeshore Acquisition II Corp. 6,000,000 Units Underwriting AgreementUnderwriting Agreement • March 14th, 2022 • Lakeshore Acquisition II Corp. • Blank checks • New York
Lakeshore Acquisition II 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 representative (the “Representative”), an aggregate of 6,000,000 units of the Company (the “Underwritten Units”) and, at the option of the Underwriters, up to an additional 900,000 units of the Company (the “Option Units”). The Underwritten Units and the Option Units are herein referred to as the “Public Units.”
Lakeshore Acquisition II Corp.Letter Agreement • March 14th, 2022 • Lakeshore Acquisition II 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 II Corp., a Cayman Islands exempted company (the “Company”), and Network 1 Financial Group Inc. as the representative (the “Representative”) 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 per share (the “Ordinary Shares”), one right to receive one-tenth of one Ordinary Share (each, a “Right”), and one half of one warrant, with each whole warrant exercisable for one Ordinary Share (each, a “Warrant”). Certain capitalized terms used herein are defined in paragraph 12 hereof.
Lakeshore Acquisition II Corp. 6,000,000 Units Underwriting AgreementWarrant Agreement • March 4th, 2022 • Lakeshore Acquisition II Corp. • Blank checks • New York
Lakeshore Acquisition II 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 representative (the “Representative”), an aggregate of 6,000,000 units of the Company (the “Underwritten Units”) and, at the option of the Underwriters, up to an additional 900,000 units of the Company (the “Option Units”). The Underwritten Units and the Option Units are herein referred to as the “Public Units.”
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • January 28th, 2022 • Lakeshore Acquisition II Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2022 by and between Lakeshore Acquisition II Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”).
NON-COMPETITION AND NON-SOLICITATION AGREEMENTNon-Competition and Non-Solicitation Agreement • September 12th, 2022 • Lakeshore Acquisition II Corp. • Blank checks
THIS NON-COMPETITION AND NON-SOLICITATION AGREEMENT (this “Agreement”) is being executed and delivered as of [__], by the undersigned (the “Subject Party”) in favor of and for the benefit of Lakeshore Acquisition II Corp., a Cayman Islands exempted company (including any successor entity thereto, the “Purchaser”), Nature’s Miracle Incorporated, 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.
ContractLakeshore Acquisition II Corp. • November 7th, 2023 • 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.
First Amendment to Merger AgreementMerger Agreement • June 9th, 2023 • Lakeshore Acquisition II Corp. • Blank checks
This FIRST Amendment to Merger Agreement (this “Amendment”), dated as of June 7, 2023, is entered into by and among (i) Lakeshore Acquisition II 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) LBBB 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 for the stockholders of the Purchaser as of immediately prior to the Effective Time and their successors and assignees) (the “Purchaser Representative”), (iv) Tie (James) Li, an individual, in the capacity as the representative from and after the Effective Time for the stockholders of the Company as of immediately prior to th
VOTING AGREEMENTVoting Agreement • September 12th, 2022 • Lakeshore Acquisition II Corp. • Blank checks • Delaware
This Voting Agreement (this “Agreement”) is made as of [__], by and among Lakeshore Acquisition II Corp., a Cayman Islands exempted company (together with its successors, the “Purchaser”), RedOne Investment Limited (the “Sponsor”), and each of the individuals and entities set forth on the signature page hereto (each a “Voting Party” and collectively, the “Voting Parties”). For purposes of this Agreement, capitalized terms used and not defined herein shall have the respective meanings ascribed to them in the Merger Agreement (as defined below). This Agreement shall be effective as of the Closing Date of the Merger.
SECOND Amendment to Merger AgreementMerger Agreement • December 11th, 2023 • Lakeshore Acquisition II Corp. • Blank checks
This SECOND Amendment to Merger Agreement (this “Amendment”), dated as of December 8, 2023, is entered into by and among (i) Lakeshore Acquisition II 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) LBBB 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 for the stockholders of the Purchaser as of immediately prior to the Effective Time and their successors and assignees) (the “Purchaser Representative”), (iv) Tie (James) Li, an individual, in the capacity as the representative from and after the Effective Time for the stockholders of the Company as of immediately prior
LOCK-UP AGREEMENTLock-Up Agreement • September 12th, 2022 • Lakeshore Acquisition II Corp. • Blank checks
THIS LOCK-UP AGREEMENT (this “Agreement”) is dated as of September 9, 2022, by and among the undersigned (the “Holder”), Lakeshore Acquisition II 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 shareholders 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) LBBB Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of the Purchaser, (iii) the Purchaser Representative, (iv) Nature’s Miracle Incorporated, a Delaware corporation (the “Company”), and (v) Tie (James) Li, an individual, in his capacity as the representative for the stockholders of the Company.
Loan AgreementLoan Agreement • March 15th, 2023 • Lakeshore Acquisition II Corp. • Blank checks • California
This Loan Agreement (this “Agreement”) is made as of this 10th day of March, 2023 by and between [_] (“Lender”), Nature’s Miracle, Inc., a Delaware corporation (“NMI”), RedOne Investment Limited, a British Virgin Islands company (“RedOne”) and Lakeshore Acquisition II Corp., a Cayman Islands exempted company (“SPAC” and/or “Borrower”).
Form of Loan AgreementForm of Loan Agreement • July 12th, 2023 • Lakeshore Acquisition II Corp. • Blank checks • New York
This Loan Agreement (this “Agreement”) is made as of this 11th day of July, 2023 by and between [_] (“Lender”) and Lakeshore Acquisition II Corp., a Cayman Islands exempted company (“SPAC” and/or “Borrower”).
AMENDMENT NUMBER 2 TO STANDBY EQUITY PURCHASE AGREEMENTEquity Purchase Agreement • December 22nd, 2023 • Lakeshore Acquisition II Corp. • Blank checks
THIS AMENDMENT AGREEMENT (the “Amendment”) is entered into as of December 11, 2023, between YA II PN, LTD., a Cayman Islands exempt limited partnership (the “Investor”), and LAKESHORE ACQUISITION II CORP., a Cayman Islands exempted company (the “Company”). For purposes of this Agreement, references to the “Company” shall also include, after the closing of the Business Combination (as defined below), the resulting publicly listed company pursuant to the transactions contemplated by the Agreement and Plan of Merger entered into on September 9, 2022 (as it may be amended or supplemented from time to time, the “Merger Agreement”), by and among the Company, LBBB Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of the Company (the “Merger Sub”), Nature’s Miracle, Inc., a Delaware corporation (“Nature’s Miracle”), Tie (James) Li, and RedOne Investment Limited, a British Virgin Islands company, pursuant to which, upon the terms and subject to the conditions contained therein
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • September 12th, 2022 • Lakeshore Acquisition II Corp. • Blank checks
This VOTING AND SUPPORT AGREEMENT, dated as of September 9, 2022 (this “Voting Agreement”), is entered into by and among Nature’s Miracle Incorporated, 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 II 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).
EMPLOYMENT AGREEMENTEmployment Agreement • September 12th, 2022 • Lakeshore Acquisition II Corp. • Blank checks • Delaware
This EMPLOYMENT AGREEMENT (the “Agreement”), is entered into as of September 9, 2022, by and between Lakeshore Acquisition II Corp. (together with its successors, the “Company”), and Tie “James” Li, an individual (the “Executive”). The term “Company” as used herein with respect to all obligations of the Executive hereunder shall be deemed to include the Company and all of its direct or indirect parent companies, subsidiaries, affiliates, or subsidiaries or affiliates of its parent companies (collectively, the “Group”). This Agreement will become effective (the “Effective Date”) upon the closing of the currently contemplated de-SPAC transaction with Nature’s Miracle Inc., a Delaware corporation (“NMI”), whereby NMI will become an indirect wholly-owned subsidiary of the Company. Upon the closing of such transaction, this Agreement will supersede in entirety any prior employment agreement between Executive and NMI.
PURCHASER SUPPORT AGREEMENTPurchaser Support Agreement • September 12th, 2022 • Lakeshore Acquisition II Corp. • Blank checks
This PURCHASER SUPPORT AGREEMENT, dated as of September 9, 2022 (this “Agreement”), is entered into by and among the persons listed on Exhibit A hereto (each, a “Supporter”), Nature’s Miracle Incorporated, a Delaware corporation (the “Company”), and Lakeshore Acquisition II 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 Purchase Agreement (as defined below).
