0001104659-22-030457 Sample Contracts

WARRANT AGREEMENT
Warrant Agreement • March 4th, 2022 • Lakeshore Acquisition II Corp. • Blank checks • New York

This WARRANT AGREEMENT (this “Agreement”) is made as of [●], 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”).

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RIGHTS AGREEMENT
Rights Agreement • March 4th, 2022 • Lakeshore Acquisition II Corp. • Blank checks • New York

This Rights Agreement (this “Agreement”) is made as of ______, 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”).

Lakeshore Acquisition II Corp. 6,000,000 Units Underwriting Agreement
Underwriting 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.”

SUBSCRIPTION AGREEMENT
Subscription Agreement • March 4th, 2022 • Lakeshore Acquisition II Corp. • Blank checks • New York

This Subscription Agreement (this “Agreement”) is entered into as of [_], 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”).

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