Exhibit 10.5


 


THE SECURITIES DESCRIBED HEREIN HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933 OR THE SECURITIES LAWS OF ANY STATE OR ANY OTHER JURISDICTION. THERE ARE FURTHER RESTRICTIONS ON THE TRANSFERABILITY
OF THE SECURITIES DESCRIBED HEREIN.


 


THE PURCHASE OF THE SECURITIES INVOLVES A HIGH DEGREE OF RISK AND
SHOULD BE CONSIDERED ONLY BY PERSONS WHO CAN BEAR THE RISK OF THE LOSS OF THEIR ENTIRE INVESTMENT.


 


SUBSCRIPTION AGREEMENT


 


This Subscription Agreement (this “Agreement”)
is entered into as of [_], 2021 between Lakeshore Acquisition I Corp., a Cayman Islands exempted company (the “Company”),
RedOne Investment Limited, a British Virgin Islands company (the “Sponsor”) and [Investor] (the “Purchaser”).


 


RECITALS


 


WHEREAS, the Company was incorporated for the
purpose of effecting a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or similar business
combination with one or more businesses (a “Business Combination”);


 


WHEREAS, the Company has confidentially
submitted to the U.S. Securities and Exchange Commission (the “SEC”) a draft registration statement on Form S-1
(the “Registration Statement”) for its initial public offering (“IPO”) of units (the
 “Public Units”), at a price of $10.00 per Public Unit, each Public Unit comprised of ordinary share, par value
$0.0001 per share (“Ordinary Shares”, and the Ordinary Shares included in the Public Units, the “Public
Shares”), and three-quarters of one redeemable warrant, where each whole warrant is initially exercisable to purchase one
share of Ordinary Shares at an exercise price of $11.50 per share, subject to adjustment (the “Warrants”, and the
Warrants included in the Public Units, the “Public Warrants”);


 


WHEREAS, proceeds from the IPO and the sale of
the Private Placement Units (as defined below) in an aggregate amount equal to the aggregate gross proceeds from the IPO will be deposited
into a trust account for the benefit of the holders of the Public Shares (the “Trust Account”), as described in the
Registration Statement;


 


WHEREAS, following the closing of the IPO (the
 “IPO Closing”), the Company will seek to identify and consummate a Business Combination;


 


WHEREAS, in connection with the IPO, the Sponsor
and the Purchaser will purchase, in a private placement that will close simultaneously with the IPO Closing, units (the “Private
Placement Units”)which are identical to the Public Units, for a purchase price of $10.00 per Private Placement Unit;


 


WHEREAS, the parties wish to enter into this
Agreement, pursuant to which the Purchaser shall subscribe for and purchase (i) a portion of the total number of shares of Ordinary Shares
to be issued prior to the IPO (“Founder Shares”) and (ii) Private Placement Units (together with the Founder Shares,
the “Subscribed Securities”); and


 


WHEREAS, the Company and the Sponsor have entered into or intend to enter into agreements
(collectively, the “Subscription Agreements” in the form of this Agreement with certain affiliates of the Purchaser
(together with the Purchaser, the “Subscribing Parties”) for the purchase of Founder Shares and Private Placement
Units set forth therein.


 


WHEREAS, the Company, the Sponsor and the Subscribing
Parties intend for the purchase of Founder Shares and Private Placement Units as set forth herein to be made pursuant to Rule 506(c) of
Regulation D promulgated under the Securities Act.


 




     


     


    

 


NOW, THEREFORE, in consideration of the premises,
representations, warranties and the mutual covenants contained in this Agreement, and for other good and valuable consideration, the receipt,
sufficiency and adequacy of which are hereby acknowledged, the parties hereto agree as follows:


 


AGREEMENT


 





		1.	Sale and Purchase.



 


		(a)	Securities.



 


(i)  Subject
to the terms and conditions hereof, the Purchaser hereby irrevocably subscribes for and agrees to purchase from the Company, and the
Company agrees to issue and sell to the Purchaser, the number of Subscribed Securities set forth on Schedule A hereto for the
aggregate purchase price set forth on Schedule A hereto (the “Initial Purchase Price”). The Purchaser acknowledges
that the Subscribed Securities, and any securities of the Company that may be distributed to the Purchaser on account of the Subscribed
Securities (collectively, the “Securities”), will be subject to restrictions on transfer as set forth in this Agreement.


 


(ii) On
the date hereof, (A) the Company shall issue to the Purchaser the number of Founder Shares set forth on Schedule A hereto, in
consideration for the Purchaser’s payment of the portion of the Initial Purchase Price applicable to such Founder Shares, as set
forth on Schedule A hereto, by wire transfer of immediately available funds or other means approved by the Company, and (B) the
Sponsor shall forfeit to the Company for cancellation, for no consideration, and have no further right, title or interest in, an equal
number of Founder Shares. If the IPO Closing has not occurred by [August 31, 2021], then the Company will promptly redeem the Purchaser’s
Founder Shares issued pursuant to this Section 1(a)(ii) for a cash payment equal to the Initial Purchase Price paid by the Purchaser
in respect of such Founder Shares, and this Agreement shall terminate and be of no further force or effect.


 


(iii) The
Company shall notify the Purchaser in writing of the anticipated date of the effectiveness of the Registration Statement (the
 “Effective Date”) at least three (3) Business Days (as defined below) prior to the Effective Date, and the
Purchaser shall remit the balance of the Initial Purchase Price to the Company’s transfer agent (to be held in escrow pending
the IPO Closing), by wire transfer of immediately available funds or other means approved by the Company, on the date that is one
(1) Business Day prior to the Effective Date, or such other date as the Company and the Purchaser may agree upon in writing. As used
herein, “Business Day” means any day, other than a Saturday or a Sunday, that is neither a legal holiday nor a
day on which banking institutions are generally authorized or required by law or regulation to close in the City of New York, New
York. If the IPO Closing has not occurred by the date that is seven (7) Business Days after the date on which the Purchaser remitted
the balance of its Initial Purchase Price to the Company’s transfer agent, then, unless the Purchaser otherwise agrees in
writing, the Company will promptly cause its transfer agent to return such amounts to the Purchaser.


 


(iv) In
the event that the underwriters’ over-allotment option in connection with the IPO (the “Over-allotment
Option”) is exercised, the Purchaser agrees to purchase additional Private Placement Units as indicated on Schedule
A at a price of $10.00 per unit. The Company shall notify the Purchaser in writing of the anticipated date of each closing of
the exercise of the Over-allotment Option, if any (each, an “Over-allotment Closing”) at least three (3) Business
Days prior to such Over-allotment Closing, and the Purchaser shall pay the purchase price for the Private Placement Units to be
purchased in connection with such Over-allotment Closing by wire transfer of immediately available funds or other means approved by
the Company on that date that is one (1) Business Day prior to such Over-allotment Closing (to be held in escrow pending such
Over-allotment Closing), or such other date as the Company and the Purchaser may agree upon in writing. If the Over-allotment
Closing has not occurred by the date that is seven (7) Business Days after the date on which the Purchaser remitted the purchase
price for the Private Placement Units to be purchased in connection with such Over-allotment Closing, then, unless the Purchaser
otherwise agrees in writing, the Company will promptly cause its transfer agent to return such amounts to the Purchaser.




     


     


    

 


(v) On
the date of the IPO Closing, the Company shall issue to the Purchaser the number of Private Placement Units set forth on Schedule
A hereto. On the date of each Over-allotment Closing, if any, the Company shall issue to Purchaser the number of Private Placement
Units as set forth on Schedule A.


 


		(b)	Delivery of Securities.



 


(i)  The Company shall register the Purchaser as the owner of the Subscribed Securities with the Company’s transfer agent by book
entry on or prior to the date of the IPO Closing (provided that prior to the Company’s appointment of a transfer agent it shall
register the Purchaser as the owner of such securities in the Company’s stock ledger upon issuance thereof).


 


(ii) 
Each register and book entry for the Securities shall contain a notation, and each certificate (if any) evidencing the Securities
shall be stamped or otherwise imprinted with a legend, in substantially the following form:


 


“THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER
THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, AND MAY NOT BE TRANSFERRED
IN VIOLATION OF SUCH ACT AND LAWS.


 


THE SALE, PLEDGE, HYPOTHECATION, OR TRANSFER OF THE SECURITIES REPRESENTED
HEREBY ARE SUBJECT TO THE TERMS AND CONDITIONS OF A CERTAIN SUBSCRIPTION AGREEMENT BY AND AMONG THE HOLDER AND THE OTHER PARTIES THERETO.
COPIES OF SUCH AGREEMENT MAY BE OBTAINED UPON WRITTEN REQUEST TO THE SECRETARY OF THE COMPANY.”


 


(c)
Registration Rights. On the Effective Date, the Company shall enter into a Registration Rights Agreement (the “Registration
Rights Agreement”) with the Sponsor, the Subscribing Parties and certain other parties thereto, in substantially the form provided
to the Purchaser prior to the date hereof. The Registration Rights Agreement shall provide the Purchaser with registration rights with
respect to the Subscribed Securities that are no less favorable to the Purchaser than the registration rights of the Sponsor set forth
therein.


 


2. Representations
and Warranties of the Purchaser. The Purchaser represents and warrants to the Company as follows, as of the date hereof:


 


(a)
Organization and Power. The Purchaser is duly organized, validly existing, and in good standing under the laws of the jurisdiction
of its formation and has all requisite power and authority to carry on its business as presently conducted and as proposed to be conducted.


 


(b) Authorization.
The Purchaser has full power and authority to enter into this Agreement. This Agreement, when executed and delivered by the
Purchaser, will constitute the valid and legally binding obligation of the Purchaser, enforceable against the Purchaser in
accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent
conveyance and any other laws of general application affecting enforcement of creditors’ rights generally or (ii) as limited
by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.


 


(c)
Governmental Consents and Filings. No consent, approval, order or authorization of, or registration, qualification, designation,
declaration or filing with, any federal, state or local governmental authority is required on the part of the Purchaser in connection
with the consummation of the transactions contemplated by this Agreement, except for filings pursuant to applicable securities laws, rules
or regulations.


 


(d) Compliance with Other
Instruments. The execution, delivery and performance by the Purchaser of this Agreement and the consummation by the Purchaser of
the transactions contemplated by this Agreement will not result in any violation or default (i) under any provisions of its
organizational documents, (ii) under any instrument, judgment, order, writ or decree to which it is a party or by which it is bound,
(iii) under any note, indenture or mortgage to which it is a party or by which it is bound, (iv) under any lease, agreement,
contract or purchase order to which it is a party or by which it is bound or (v) under any provision of federal or state statute,
rule or regulation applicable to the Purchaser, in each case (other than clause (i)), which would have a material adverse effect on
the Purchaser’s ability to consummate the transactions contemplated by this Agreement.


 






     


     


    

 


(e) Purchase
Entirely for Own Account. This Agreement is made with the Purchaser in reliance upon the Purchaser’s representation to the
Company, which by the Purchaser’s execution of this Agreement, the Purchaser hereby confirms, that the Securities to be
acquired by the Purchaser will be acquired for investment for the Purchaser’s own account, not as a nominee or agent, and not
with a view to the resale or distribution of any part thereof in violation of any state or federal securities laws, and that the
Purchaser has no present intention of selling, granting any participation in, or otherwise distributing the same in violation of
law. By executing this Agreement, the Purchaser further represents that the Purchaser does not presently have any contract,
undertaking, agreement or arrangement with any Person (other than the Company) to sell, transfer or grant participations to such
Person or to any third Person, with respect to any of the Securities. For purposes of this Agreement, “Person”
means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated
organization, any other entity or any government or any department or agency thereof.


 


(f)
Disclosure of Information. The Purchaser has had an opportunity to discuss the Company’s business, management, financial
affairs and the terms and conditions of the offering of the Securities, as well as the terms of the Company’s proposed IPO, with
the Company’s management.


 


(g)
Restricted Securities. The Purchaser understands that the offer and sale of the Securities to the Purchaser has not been
and will not be registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities
Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations
as expressed herein. The Purchaser understands that the Securities are “restricted securities” under applicable U.S. federal
and state securities laws and that, pursuant to these laws, the Purchaser must hold the Securities indefinitely unless they are registered
with the SEC and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The
Purchaser acknowledges that the Company has no obligation to register or qualify the Securities except pursuant to the Registration Rights
Agreement. The Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned
on various requirements including, but not limited to, the time and manner of sale, the holding period for the Securities, and on requirements
relating to the Company which are outside of the Purchaser’s control, and which the Company is under no obligation and may not be
able to satisfy. The Purchaser acknowledges that the Company has confidentially submitted the Registration Statement for its proposed
IPO. The Purchaser understands that the offering of Securities and transactions contemplated hereunder are not and are not intended to
be part of the IPO, and that the Purchaser will not be able to rely on the protection of Section 11 of the Securities Act with respect
to its purchase of Securities hereunder.


 


(h)
No Public Market. The Purchaser understands that no public market now exists for the Securities, and that the Company has
not made any assurances that a public market will ever exist for the Securities.


 


(i)
High Degree of Risk. The Purchaser understands that the purchase of the Subscribed Securities involves a high degree of
risk which could cause the Purchaser to lose all or part of its investment.


 


(j) Accredited
Investor. The Purchaser is an accredited investor as defined in Rule 501(a) of Regulation D promulgated under the Securities Act.


 


(k)
No General Solicitation. Neither the Purchaser, nor any of its officers, directors, employees, agents, stockholders or partners
has either directly or indirectly, including, through a broker or finder (i) to its knowledge, engaged in any general solicitation, or
(ii) published any advertisement in connection with the offer and sale of the Securities.


 


(l)
Place of Investment Decision. The Purchaser’s investment decision was made in the office or offices located at the
address of the Purchaser set forth on the signature page hereof.


 


(m) Adequacy
of Financing. The Purchaser will, when such funds are due hereunder, have sufficient funds to satisfy its obligations under this
Agreement.




     


     


    

 


(o) No Other Representations and Warranties;
Non-Reliance. Except for the specific representations and warranties contained in this Section 3 and in any certificate or
agreement delivered pursuant hereto, none of the Purchaser nor any person acting on behalf of the Purchaser nor any of the Purchaser’s
affiliates (the “Purchaser Parties”) has made, makes or shall be deemed to make any other express or implied representation
or warranty with respect to the Purchaser and this offering, and the Purchaser Parties disclaim any such representation or warranty. Except
for the specific representations and warranties expressly made by the Company in Section 4 of this Agreement and in any certificate
or agreement delivered pursuant hereto, the Purchaser Parties specifically disclaim that they are relying upon any other representations
or warranties that may have been made by the Company, any person on behalf of the Company or any of the Company’s affiliates (collectively,
the “Company Parties”) with respect to the transactions contemplated hereby.


 


3.  Representations,
Warranties and Covenants of the Company. The Company represents, warrants and covenants to the Purchaser as follows:


 


(a)
Organization and Corporate Power. The Company is formed and validly existing under the laws of the Cayman Islands and has
all requisite corporate power and authority to carry on its business as presently conducted and as proposed to be conducted.


 


(b)
Authorization. All corporate action required to be taken by the Company’s Board of Directors and stockholders in
order to authorize the Company to enter into this Agreement, and to issue the Subscribed Securities, has been taken on or prior to the
date hereof. All action on the part of the stockholders, directors and officers of the Company necessary for the execution and delivery
of this Agreement, the performance of all obligations of the Company under this Agreement, and the issuance and delivery of the Subscribed
Securities has been taken on or prior to the date hereof. This Agreement, when executed and delivered by the Company, shall constitute
the valid and legally binding obligation of the Company, enforceable against the Company in accordance with its terms except (i) as limited
by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or other laws of general application relating
to or affecting the enforcement of creditors’ rights generally or (ii) as limited by laws relating to the availability of specific
performance, injunctive relief, or other equitable remedies.


 


(c) Valid Issuance of Securities.




 


(i) The
Subscribed Securities, when issued, sold and delivered in accordance with the terms and for the consideration set forth in this
Agreement, will be validly issued and fully paid, as applicable, and free of all preemptive or similar rights, taxes, liens,
encumbrances and charges with respect to the issue thereof and restrictions on transfer other than restrictions on transfer
specified under this Agreement, applicable state and federal securities laws and liens or encumbrances created by or imposed by the
Purchaser. Assuming the accuracy of the representations of the Purchaser in this Agreement and subject to the filings described in Section
4(e) below, the Subscribed Securities will be issued in compliance with all applicable federal and state securities laws, rules
and regulations.


 


(ii) No “bad actor”
disqualifying event described in Rule 506(d)(1)(i)-(viii) of theS ecurities Act (a “Disqualification Event”) is
applicable to the Company or, to the Company’s knowledge, any Company Covered Person (as defined below), except for a
Disqualification Event as to which Rule 506(d)(2)(ii–iv) or (d)(3), is applicable. “Company Covered Person”
means, with respect to the Company as an “issuer” for purposes of Rule 506 promulgated under the Securities Act, any
Person listed in the first paragraph of Rule 506(d)(1).


 


 (d) IPO.




 


(i) The Company has provided to the Purchaser,
and will at all times prior to the consummation of the IPO promptly provide to the Purchaser, copies of all correspondence sent by
the Company to, or received by the Company from, the SEC.




     


     


    

 


(ii) The
offers and sales of securities in the IPO will be made pursuant to an effective Registration Statement and otherwise in compliance
with the Securities Act and the rules and regulations promulgated thereunder and applicable state securities laws, rules and
regulations.


 


(f)
Governmental Consents and Filings. Assuming the accuracy of the representations made by the Purchaser in this Agreement,
no consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal,
state or local governmental authority is required on the part of the Company in connection with the consummation of the transactions contemplated
by this Agreement, except for filings pursuant to Regulation D of the Securities Act and applicable state securities laws, if any.


 


(g)
Compliance with Other Instruments. The execution, delivery and performance of this Agreement and the consummation of the
transactions contemplated by this Agreement will not result in any violation or default (i) under any provisions of the certificate of
incorporation, bylaws or other governing documents of the Company, (ii) under any instrument, judgment, order, writ or decree to which
the Company is a party or by which it is bound, (iii) under any note, indenture or mortgage to which the Company is a party or by which
it is bound, (iv) under any lease, agreement, contract or purchase order to which the Company is a party or by which it is bound or (v)
under any provision of federal or state statute, rule or regulation applicable to the Company, in each case (other than clause (i)) which
would have a material adverse effect on the Company or its ability to consummate the transactions contemplated by this Agreement.


 


(h)
Operations. As of the date hereof, the Company has not conducted, and prior to the IPO Closing the Company will not conduct,
any operations other than organizational activities and activities in connection with offerings of the Securities.


 


(i) Foreign
Corrupt Practices. Neither the Company, nor any director, officer, agent, employee or other Person acting on behalf of the
Company has, in the course of its actions for, or on behalf of, the Company (i) used
any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expenses relating to political activity;
(ii) made any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds;
(iii) violated or is in violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended; or (iv) made any
unlawful bribe, rebate, payoff, influence payment, kickback or other unlawful payment to any foreign or domestic government official
or employee.


 


(j)
Compliance with Anti-Money Laundering Laws. The operations of the Company are and have been conducted at all times in compliance
with applicable financial recordkeeping and reporting requirements and all other applicable U.S. and non-U.S. anti-money laundering laws
and regulations, including, but not limited to, those of the Currency and Foreign Transactions Reporting Act of 1970, as amended, the
USA Patriot Act of 2001 and the applicable money laundering statutes of all applicable jurisdictions, the rules and regulations thereunder
and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively,
the “Anti-Money Laundering Laws”), and no action, suit or proceeding by or before any court or governmental agency,
authority or body or any arbitrator involving the Company with respect to the Anti-Money Laundering Laws is pending or, to the knowledge
of the Company, threatened.


 


(k)
Absence of Litigation. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board,
government agency, self-regulatory organization or body pending or, to the knowledge of the Company, threatened against or affecting the
Company or any of the Company’s officers or directors, whether of a civil or criminal nature or otherwise, in their capacities as
such.


 


(l)
No General Solicitation. Neither the Company, nor any of its officers, managers, employees, agents or members has either
directly or indirectly, including, through a broker or finder (i) engaged in any general solicitation or (ii) published any advertisement
in connection with the offer and sale of the Subscribed Securities.


 


(m)
Non-Public Information. The Company represents and warrants that none of the information conveyed to the Purchaser in connection
with the transactions contemplated by this Agreement will constitute material non-public information of the Company upon the effectiveness
of the Registration Statement.


 




     


     


    

 


(n)
No Other Representations and Warranties; Non-Reliance. Except for the specific representations and warranties contained
in this Section 3 and in any certificate or agreement delivered pursuant hereto, none of the Company Parties has made, makes or
shall be deemed to make any other express or implied representation or warranty with respect to the Company or the offering of Securities
hereunder, and the Company Parties disclaim any such representation or warranty. Except for the specific representations and warranties
expressly made by the Purchaser in Section 2 of this Agreement and in any certificate or agreement delivered pursuant hereto, the
Company Parties specifically disclaim that they are relying upon any other representations or warranties that may have been made by the
Purchaser Parties.


 


4. Additional Agreements and Acknowledgements
of the Purchaser.




 


(a)
Transfer Restrictions. The Purchaser agrees that it shall not Transfer (as defined below) (i) any Founder Shares until
the earlier of (A) six months after the closing of the Business Combination (the “Business Combination Closing”) and
(B) the date following the Business Combination Closing on which the Company completes a liquidation, merger, stock exchange or other
similar transaction that results in all of the Company’s stockholders having the right to exchange their Ordinary Shares for cash,
securities or other property (such period, the “Lock-up Period”) or (ii) any Private Placement Units (or any Ordinary
Shares issuable upon exercise of the Private Placement Units) until 30 days after the Business Combination Closing. Notwithstanding the
first sentence hereinabove, Transfers of the Securities are permitted (i) to any other person or entity that holds Ordinary Shares prior
to the consummation of the IPO; (ii) to the Company’s officers, directors or employees; (iii) in the case of an entity, as a distribution
to its partners, stockholders or members upon liquidation; (iv) in the case of an individual, by gift to a member of the individual’s
immediate family, to a trust, the beneficiary of which is a member of the individual’s immediate family, for estate planning purposes;
(v) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (vi) in the case of an
individual, pursuant to a qualified domestic relations order; (vii) by pledges to secure obligations incurred in connection with purchases
of the Company’s securities; (viii) by private sales or transfers made in connection with the consummation of a Business Combination
at prices no greater than the price at which the applicable Securities were originally purchased; (ix) in the event of the Company’s
liquidation, bankruptcy or dissolution prior to the completion of a Business Combination; (x) to the Purchaser’s affiliates, to
any investment fund or other entity controlled or managed by the Purchaser, or to any investment manager or investment advisor of the
Purchaser or an affiliate of any such investment manager or investment advisor or to any investment fund or other entity controlled or
managed by such persons; (xi) to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible
under clauses (i) through (x) above; and (xii) pursuant to the provisions of Section 2 of this Agreement (each of the foregoing,
a “Permitted Transferee”); provided, however, that in the case of clauses (i) through (xi), these permitted transferees
must enter into a written agreement agreeing to be bound by the terms of this Agreement, including the forfeiture provisions of Section
2 and these transfer restrictions. As used in this Agreement, “Transfer” shall mean the (x) sale of, offer to
sell, contract or agreement to sell, hypothecation, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose
of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a
call equivalent position (within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), and the rules and regulations of the SEC promulgated thereunder) with respect to, any of the Securities; (y) entry into
any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any of
the Securities, whether any such transaction is to be settled by delivery of such Securities, in cash or otherwise, or (z) public announcement
of any intention to effect any transaction specified in clause (x) or (y); provided further, that this Section 5(a) shall not prohibit
the Purchaser from effecting a Short Sale (as defined below) with securities that do not constitute “Securities” under this
Agreement.


 


(b) Trust Account.




 


(i) The
Purchaser hereby acknowledges that it is aware that the Company will establish the Trust Account for the benefit of its public
stockholders upon the IPO Closing. The Purchaser hereby agrees that it has no right, title, interest or claim of any kind in or to
any monies held in the Trust Account, or any other asset of the Company as a result of any liquidation of the Company, except for
redemption and liquidation rights, if any, the Purchaser may have in respect of any Public Shares held by it, and any securities of
the Company acquired by Purchaser other than as a result of this Agreement.


 



     


     


    




 





(ii) 
The Purchaser hereby agrees that it shall have no right of set-off or any right, title, interest or claim of any kind
(“Claim”) to, or to any monies in, the Trust Account, and hereby irrevocably waives any Claim to, or to any
monies in, the Trust Account that it may have now or in the future, except for redemption and liquidation rights, if any, the
Purchaser may have in respect of any Public Shares held by it, and any securities of the Company acquired by Purchaser other than as
a result of this Agreement. In the event the Purchaser has any Claim against the Company under this Agreement, the Purchaser shall
pursue such Claim solely against the Company and its assets outside the Trust Account and not against the property or any monies in
the Trust Account, except for redemption and liquidation rights, if any, the Purchaser may have in respect of any Public Shares held
by it.


 


(c)  No Short Sales. The Purchaser hereby agrees that neither it, nor any person or entity acting on its behalf, will engage
in any Short Sales with respect to securities of the Company prior to the closing of the Business Combination. For purposes of this Section
5.1(c), “Short Sales” shall include, without limitation, all “short sales” as defined in Rule 200 promulgated
under Regulation SHO under the Exchange Act, and all types of direct and indirect stock pledges (other than pledges in the ordinary course
of business as part of prime brokerage arrangements), forward sale contracts, options, puts, calls, swaps and similar arrangements (including
on a total return basis).


 


(d) Use
of Purchaser’s Name. Neither the Company nor the Sponsor will, without the written consent of the Purchaser in each
instance, use in advertising, publicity or otherwise the name of the Purchaser or any of its affiliates, or any director, officer or
employee of the Purchaser, nor any trade name, trademark, trade device, service mark, symbol or any abbreviation, contraction or
simulation thereof owned by the Purchaser or its affiliates or any information relating to the business or operations of the
Purchaser or its affiliates (including, for the avoidance of doubt, any investment vehicles, funds or accounts managed thereby).
Notwithstanding the foregoing, the Company may disclose (i) Purchaser’s name and information concerning the Purchaser (A) to
the extent required by law, regulation or regulatory request, including in the Registration Statement or (B) to the Company’s
lawyers, independent accountants and to other advisors and service providers who reasonably require Purchaser’s information in
connection with the provision of services to the Company, are advised of the confidential nature of such information and are
obligated to keep such information confidential, and (ii) Purchaser’s name and the terms of this Agreement to the other
Subscribing Parties. The Company and the Sponsor agree to provide to the Purchaser for Purchaser’s review any disclosure in
any registration statement, proxy statement or other document in advance of the submission, filing or disclosure of such document in
connection with the transactions contemplated by this Agreement with respect to the Purchaser or any of its affiliates, and will not
make any such submission, filing or disclosure without including any revisions reasonably requested in writing by the Purchaser or
to the extent the Purchaser has a good faith objection to such submission, filing or disclosure.


 


5. General Provisions.




 


(a) Notices.
All notices and other communications given or made pursuant to this Agreement shall be in writing and shall be deemed effectively
given upon the earlier of actual receipt, or (i) personal delivery to the party to be notified, (ii) when sent, if sent by
electronic mail or facsimile (if any) during normal business hours of the recipient, and if not sent during normal business hours,
then on the recipient’s next Business Day, (iii) five (5) Business Days after having been sent by registered or certified
mail, return receipt requested, postage prepaid, or (iv) one (1) Business Day after deposit with a nationally recognized overnight
courier, freight prepaid, specifying next Business Day delivery, with written verification of receipt. All communications sent to
the Company shall be sent to: Lakeshore Acquisition I Corp.,
[                          ],
Attention:
[                          ],
Email:[                          ],
with a copy to Loeb & Loeb LLP, 345 Park Ave, New York, New York 10154, Attention: Giovanni Caruso, Email: gcaruso@loeb.com.


 


All communications to the Purchaser shall be
sent to the Purchaser’s address as set forth on the signature page hereto, or to such email address, facsimile number (if any) or
address as subsequently modified by written notice given in accordance with this Section 6(a).


 


(b) No
Finder’s Fees. Each party represents that it neither is nor will be obligated for any finder’s fee or commission in
connection with this transaction. The Purchaser agrees to indemnify and to hold harmless the Company from any liability for any
commission or compensation in the nature of a finder’s or broker’s fee arising out of this transaction (and the costs
and expenses of defending against such liability or asserted liability) for which the Purchaser or any of its officers, employees or
representatives are responsible. The Company agrees to indemnify and hold harmless the Purchaser from any liability for any
commission or compensation in the nature of a finder’s or broker’s fee arising out of this transaction (and the costs
and expenses of defending against such liability or asserted liability) for which the Company or any of its officers, employees or
representatives is responsible.


 






     


     


    

 


(c)
Survival of Representations and Warranties. All of the representations and warranties contained herein shall survive the
consummation of the transactions contemplated by this Agreement.


 


(d)
Entire Agreement. This Agreement, together with any other documents, instruments and writings that are delivered pursuant
hereto or referenced herein, constitutes the entire agreement and understanding of the parties hereto in respect of its subject matter
and supersedes all prior understandings, agreements, or representations by or among the parties hereto, written or oral, to the extent
they relate in any way to the subject matter hereof or the transactions contemplated hereby.


 


(e)
Successors. All of the terms, agreements, covenants, representations, warranties, and conditions of this Agreement are binding
upon, and inure to the benefit of and are enforceable by, the parties hereto and their respective successors. Nothing in this Agreement,
express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and assigns any
rights, remedies, obligations or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.


 


(f)
Assignments. Except as otherwise specifically provided herein, no party hereto may assign either this Agreement or any of
its rights, interests, or obligations hereunder without the prior written approval of the other party.


 


(g)
Counterparts. This Agreement may be executed in two or more counterparts, each of which will be deemed an original but all
of which together will constitute one and the same instrument.


 


(h)
Headings. The section headings contained in this Agreement are inserted for convenience only and will not affect in any
way the meaning or interpretation of this Agreement.


 


(i)
Governing Law. This Agreement, the entire relationship of the parties hereto, and any litigation between the parties (whether
grounded in contract, tort, statute, law or equity) shall be governed by, construed in accordance with, and interpreted pursuant to the
laws of the State of New York, without giving effect to its choice of laws principles.


 


(j)
Jurisdiction. The parties hereby irrevocably and unconditionally (i) submit to the jurisdiction of the state courts of New
York and the United States District Court for the Southern District of New York for the purpose of any suit, action or other proceeding
arising out of or based upon this Agreement, (ii) agree not to commence any suit, action or other proceeding arising out of or based upon
this Agreement except in state courts of New York or the United States District Court for the Southern District of New York, and (iii)
waive, and agree not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, any claim that it
is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution,
that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper
or that this Agreement or the subject matter hereof may not be enforced in or by such court.


 


(k)
WAIVER OF JURY TRIAL. THE PARTIES HERETO HEREBY WAIVE ANY RIGHT TO A JURY TRIAL IN CONNECTION WITH ANY LITIGATION
PURSUANT TO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY.


 


(l)
Amendments. This Agreement may not be amended, modified or waived as to any particular provision, except with the prior
written consent of the Company and the Purchaser.


 






     


     


    

 


(m) Severability.
The provisions of this Agreement will be deemed severable and the invalidity or unenforceability of any provision will not affect
the validity or enforceability of the other provisions hereof; provided that if any provision of this Agreement, as applied to any
party hereto or to any circumstance, is adjudged by a governmental authority, arbitrator, or mediator not to be enforceable in
accordance with its terms, the parties hereto agree that the governmental authority, arbitrator, or mediator making such
determination will have the power to modify the provision in a manner consistent with its objectives such that it is enforceable,
and/or to delete specific words or phrases, and in its reduced form, such provision will then be enforceable and will be
enforced.


 


(n)  Expenses. Each of the
Company and the Purchaser will bear its own costs and expenses incurred in connection with the preparation, execution and
performance of this Agreement and the consummation of the transactions contemplated hereby, including all fees and expenses of
agents, representatives, financial advisors, legal counsel and accountants. The Company shall be responsible for the fees of its
transfer agent, stamp taxes and all of The Depository Trust Company’s fees associated with the issuance of the Securities and
the securities issuable upon conversion or exercise of the Securities.


 


(o) Construction.
The parties hereto have participated jointly in the negotiation and drafting of this Agreement. If an ambiguity or question of
intent or interpretation arises, this Agreement will be construed as if drafted jointly by the parties hereto and no presumption or
burden of proof will arise favoring or disfavoring any party hereto because of the authorship of any provision of this Agreement.
Any reference to any federal, state, local, or foreign law will be deemed also to refer to law as amended and all rules and
regulations promulgated thereunder, unless the context requires otherwise. The words “include,” “includes,”
and “including” will be deemed to be followed by “without limitation.” Pronouns in masculine, feminine, and
neuter genders will be construed to include any other gender, and words in the singular form will be construed to include the plural
and vice versa, unless the context otherwise requires. The words “this Agreement,” “herein,”
 “hereof,” “hereby,” “hereunder,” and words of similar import refer to this Agreement as a whole
and not to any particular subdivision unless expressly so limited. The parties hereto intend that each representation, warranty, and
covenant contained herein will have independent significance. If any party hereto has breached any representation, warranty, or
covenant contained herein in any respect, the fact that there exists another representation, warranty or covenant relating to the
same subject matter (regardless of the relative levels of specificity) which such party hereto has not breached will not detract
from or mitigate the fact that such party hereto is in breach of the first representation, warranty, or covenant.


 


(p)  Waiver.
No waiver by any party hereto of any default, misrepresentation, or breach of warranty or covenant hereunder, whether intentional or
not, may be deemed to extend to any prior or subsequent default, misrepresentation, or breach of warranty or covenant hereunder or
affect in any way any rights arising because of any prior or subsequent occurrence.


 


(q) Specific Performance. Each party hereto agrees that irreparable damage may occur in the event any provision of this Agreement
was not performed by the other party hereto in accordance with the terms hereof and that the such party shall be entitled to specific
performance of the terms hereof, in addition to any other remedy at law or equity.


 


(r) Confidentiality. Except as may be required by law, regulation or applicable stock exchange listing requirements (but subject
in any case to the provisions of Section 5(d) hereof), unless and until the transactions contemplated hereby and the terms hereof
are publicly announced or otherwise publicly disclosed by the Company, the parties hereto shall keep confidential and shall not publicly
disclose the existence or terms of this Agreement. Notwithstanding the foregoing, the Purchaser shall be permitted to disclose any information
to its affiliates and its and their respective directors, officers, employees, advisors, director or indirect owners, agents and representatives,
in each case so long as such person or entity has been advised of the confidentiality obligations hereunder; provided that the Purchaser
shall be liable for any breach of such confidentiality obligations by any such person or entity.


 


[Signature page follows]




     


     


    

 


IN WITNESS WHEREOF, the undersigned have
executed this Agreement to be effective as of the date first set forth above.


 


 


COMPANY:


 


LAKESHORE ACQUISITION I CORP.





 


	By:	 	 
	Name:	 
	Title:	 



 


 


SPONSOR:


  


REDONE INVESTMENT LIMITED


 


	By:	 	 
	Name:	 
	Title:	 





 


 








PURCHASER:


 


	By:	 	 
	Name:	 
	Title:	 





 


 


Purchaser’s Address for Notices:




     


     


    

 


Schedule A


 


	 	 	Number of
 Subscribed Securities
	 	 	 
Initial Purchase Price
	 
	Founder Shares	 	 	 	 	 	$	 	 
	Private Placement Units	 	 	 	 	 	$	 	 



 


* In the event that the Over-allotment Option is exercised, the
Purchaser agrees to purchase up to an additional $[_] of Private Placement Units at a price of $10.00 per units, in the same
proportion as the amount of the over-allotment option that is exercised.