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
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.
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).
