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
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.
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.
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.
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).
