INDEMNITY AGREEMENTIndemnity 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”).
REGISTRATION RIGHTS AGREEMENTRegistration 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”).
REGISTRATION RIGHTS AGREEMENTRegistration 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”).
EMPLOYMENT AGREEMENTEmployment 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.
SUBSCRIPTION AGREEMENTSubscription 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).
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, 2022Indenture • December 13th, 2022 • 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).
LOCK-UP AGREEMENTLock-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.
