Exhibit
10.3


 


INVESTMENT MANAGEMENT TRUST AGREEMENT


 


This Investment Management Trust Agreement
(this “Agreement”) is made effective as of March 8, 2022 by and between Lakeshore Acquisition II Corp., a Cayman Islands
exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust
company (the “Trustee”).


 


WHEREAS, the Company’s registration
statement on Form S-1, File No. 333-262381 (“Registration Statement”) and prospectus (“Prospectus”)
for the initial public offering of the Company’s units (“Units”), each of which consists of one ordinary share
of the Company, par value $0.0001 per share (“Ordinary Share”), one right to receive one-tenth of one Ordinary Share
(each, a “Right”) and one half of one warrant (“Warrant”), each whole Warrant entitling the holder
to purchase one Ordinary Share (such initial public offering referred to as the “IPO”) has been declared effective
as of the date hereof (“Effective Date”) by the Securities and Exchange Commission (capitalized terms used herein
and not otherwise defined shall have the meanings set forth in the Registration Statement);


 


WHEREAS, the Company has entered into an
Underwriting Agreement (“Underwriting Agreement”) with Network 1 Financial Securities, Inc. as the representative
(the “Representative”) of the several underwriters (“Underwriters”) named therein;


 


WHEREAS, as described in the Prospectus,
and in accordance with the Company’s Amended and Restated Memorandum and Articles of Association (“Articles of Association”),
$60,000,000 ($69,000,000 if the overallotment option is exercised in full) of the proceeds from the IPO and a simultaneous private placement
of Units will be delivered to the Trustee to be deposited and held in a segregated trust account located at all times in the United States
(the “Trust Account”) for the benefit of the Company and the holders of the Ordinary Shares included in the Units
issued in the IPO as hereinafter provided (the proceeds to be delivered to the Trustee and any interest subsequently earned thereon will
be referred to herein as the “Property”; the shareholders for whose benefit the Trustee shall hold the Property will
be referred to as the “Public Shareholders,” and the Public Shareholders and the Company will be referred to together
as the “Beneficiaries”);


 


WHEREAS, the Company and the Trustee
desire to enter into this Agreement to set forth the terms and conditions pursuant to which the Trustee shall hold the Property.


 


NOW THEREFORE, IT IS AGREED:


 


1. Agreements and Covenants of Trustee. The Trustee
hereby agrees and covenants to:


 


(a) 
Hold the Property in trust for the Beneficiaries in accordance with the terms of this Agreement in the Trust Account established
by the Trustee initially at J.P. Morgan Chase Bank, N.A. (or at another U.S. chartered commercial bank with consolidated assets of $100
billion or more) in the United States, maintained by Trustee, and at a brokerage institution selected by the Company that is reasonably
satisfactory to the Trustee;


 


(b) 
Manage, supervise, and administer the Trust Account subject to the terms and conditions set forth herein;


 


(c) 
In a timely manner, upon the written instruction of the Company, either (i) invest and reinvest the Property in United States
“government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment
Company Act”), having a maturity of 185 days or less, and/or in any open ended investment company registered under the Investment
Company Act that holds itself out as a money market fund selected by the Company meeting the conditions of paragraph (d) of Rule 2a-7
promulgated under the Investment Company Act, which invest only in direct U.S. government treasury obligations or (ii) cause the brokerage
institution referred to in 1(a) above to place the Property in a cash demand deposit account; it being understood that unless the Company
instructs the Trustee to do either of the foregoing, the Trust Account will earn no interest while account funds are uninvested awaiting
the Company’s instructions hereunder; and while account funds are invested and uninvested the Trustee may earn bank credits or
other consideration during such periods;


 






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(d) 
 Collect and receive, when due, all principal and income arising from the Property, which shall become part of the “Property,”
as such term is used herein;


 


(e) 
Promptly notify the Company and the Representatives of all communications received by it with respect to any Property requiring
action by the Company;


 


(f)  
Supply any necessary information or documents as may be requested by the Company in connection with the Company’s preparation
of its tax returns or in connection with the preparation or completion of the audit of the Company’s financial statements by the
Company’s auditors;


 


(g) 
Participate in any plan or proceeding for protecting or enforcing any right or interest arising from the Property if, as, and
when instructed by the Company to do so;


 


(h) 
Render to the Company monthly written statements of the activities of and amounts in the Trust Account reflecting all receipts
and disbursements of the Trust Account;


 


(i)  
Commence liquidation of the Trust Account only after and promptly after receipt of, and only in accordance with, the terms of
a letter from the Company (“Termination Letter”), in a form substantially similar to that attached hereto as either
Exhibit A or Exhibit B, as applicable, signed on behalf of the Company and, in the case of a Termination Letter in a form
substantially similar to that attached hereto as Exhibit A, jointly acknowledged and agreed to by the Representatives, and complete
the liquidation of the Trust Account and distribute the Property in the Trust Account only as directed in the Termination Letter and
the other documents referred to therein; provided, however, that in the event that a Termination Letter has not been received by the
Trustee within the period of time (the “Last Date”) provided in the Company’s Articles of Association, the Trust
Account shall be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit B hereto
and distributed to the Public Shareholders as of the Last Date; and


 


(j)  
Upon receipt of a letter (an “Amendment Notification Letter”) in the form of Exhibit C, signed on behalf
of the Company by an authorized officer, distribute to Public Shareholders who exercised their redemption rights in connection with an
amendment to Article 44 of the Company’s Articles of Association (an “Amendment”) an amount equal to the pro
rata share of the Property relating to the Ordinary Shares for which such Public Shareholders have exercised redemption rights in connection
with such Amendment.


 


2. Limited Distributions of Income from Trust Account.


 


(a) 
Upon written request from the Company, which may be given from time to time in a form substantially similar to that attached hereto
as Exhibit D, the Trustee shall distribute to the Company the amount of interest income earned on the Trust Account requested
by the Company to cover any income or other tax obligation owed by the Company or liquidation expenses not to exceed $50,000.


 


(b) 
The limited distributions referred to in Section 2(a) above shall be made only from income collected on the Property. Except
as provided in Section 2(a) above, no other distributions from the Trust Account shall be permitted except in accordance with
Sections 1(i) or 1(j) hereof.


 


3. Agreements and Covenants of the Company. The Company
agrees and covenants to:


 


(a) Give all instructions to
the Trustee hereunder in writing, signed by any one of the Company’s authorized officers. The Trustee shall be entitled to rely
on such written instructions from the Company confirmed by telephone instruction from a person which the Trustee in good faith believes
to be given by any one of the persons authorized above to give written instructions;


 






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(b) 
 Subject to the provisions of Section 5 of this Agreement, hold the Trustee harmless and indemnify the Trustee from and
against any and all expenses, including reasonable counsel fees and disbursements, or losses suffered by the Trustee in connection with
any claim, potential claim, action, suit, or other proceeding brought against the Trustee which in any way arises out of or relates to
this Agreement, the services of the Trustee hereunder, or the Property or any income earned from investment of the Property, except for
expenses and losses resulting from the Trustee’s gross negligence, fraud, or willful misconduct. Promptly after the receipt by
the Trustee of notice of demand or claim or the commencement of any action, suit, or proceeding, pursuant to which the Trustee intends
to seek indemnification under this paragraph, it shall notify the Company in writing of such claim (hereinafter referred to as the “Indemnified
Claim”). The Trustee shall have the right to conduct and manage the defense against such Indemnified Claim, provided, that
the Trustee shall obtain the consent of the Company with respect to the selection of counsel, which consent shall not be unreasonably
withheld. The Trustee may not agree to settle any Indemnified Claim without the prior written consent of the Company, which consent shall
not be unreasonably withheld. The Company may participate in such action with its own counsel;


 


(c) 
Pay the Trustee an initial acceptance fee, an annual fee, and a transaction processing fee for each disbursement made pursuant
to Section 2(a) as set forth on Schedule A hereto, which fees shall be subject to modification by the parties from time
to time. It is expressly understood that the Property shall not be used to pay such fees and further agreed that any fees owed to the
Trustee shall be deducted by the Trustee pursuant to Section 1(i) solely in connection with the consummation of a business combination
(a “Business Combination”). The Company shall pay the Trustee the initial acceptance fee and first year’s fee
at the consummation of the IPO and thereafter on the anniversary of the Effective Date;


 


(d) 
In connection with any vote of the Company’s shareholders regarding a Business Combination, provide to the Trustee an affidavit
or certificate of a firm regularly engaged in the business of soliciting proxies and/or tabulating shareholder votes verifying the vote
of the Company’s shareholders regarding such Business Combination;


 


(e) 
In the event that the Company directs the Trustee to commence liquidation of the Trust Account pursuant to Section 1(i),
the Company agrees that it will not direct the Trustee to make any payments that are not specifically authorized by this Agreement;


 


(f)  
If the Company has an Amendment approved by its shareholders, provide the Trustee with an Amendment Notification Letter in the
form of Exhibit C providing instructions for the distribution of funds to Public Shareholders who exercise their redemption rights
in connection with such Amendment;


 


(g) 
Provide the Representatives with a copy of any Termination Letter, Amendment Notification Letter, and/or any other correspondence
that it issues to the Trustee with respect to any proposed withdrawal from the Trust Account promptly after such issuance; and


 


(h) 
Expressly provide in any Instruction Letter (as defined in Exhibit A) delivered in connection with a Termination Letter
in a form substantially similar to that attached hereto as Exhibit A that the Business Combination Fee be paid directly to the
account or accounts directed by the Representatives on behalf of the Underwriters.


 


4. Limitations of Liability. The Trustee shall have no
responsibility or liability to:


 


(a) Take any action with respect
to the Property, other than as directed in Sections 1 and 2 hereof, and the Trustee shall have no liability to any party except
for liability arising out of its own gross negligence, fraud or willful misconduct;


 






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(b) 
 Institute any proceeding for the collection of any principal and income arising from, or institute, appear in, or defend any
proceeding of any kind with respect to, any of the Property unless and until it shall have received instructions from the Company given
as provided herein to do so and the Company shall have advanced or guaranteed to it funds sufficient to pay any expenses incident thereto;


 


(c) 
Change the investment of any Property, other than in compliance with Section 1(c);


 


(d) 
Refund any depreciation in principal of any Property;


 


(e) 
Assume that the authority of any person designated by the Company to give instructions hereunder shall not be continuing unless
provided otherwise in such designation, or unless the Company shall have delivered a written revocation of such authority to the Trustee;


 


(f)  
The other parties hereto or to anyone else for any action taken or omitted by it, or any action suffered by it to be taken or
omitted, in good faith and in the exercise of its own best judgment (provided, that with respect to its duties under Sections
1(i), 1(j), and 2(a) above, the Trustee shall take no action except as set forth in written instructions from the Company,
confirmed by telephone, in accordance with Section 3(a)), except for its gross negligence, fraud or willful misconduct. The Trustee
may rely conclusively and shall be protected in acting upon any order, notice, demand, certificate, opinion, or advice of counsel (including
counsel chosen by the Trustee, which counsel may be the Company’s counsel), statement, instrument, report, or other paper or document
(not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and acceptability of
any information therein contained) which is believed by the Trustee, in good faith, to be genuine and to be signed or presented by the
proper person or persons (provided, that with respect to its duties under Sections 1(i), 1(j), and 2(a) above,
the Trustee shall take no action except as set forth in written instructions from the Company, confirmed by telephone, in accordance
with Section 3(a)). The Trustee shall not be bound by any notice or demand, or any waiver, modification, termination, or rescission
of this Agreement or any of the terms hereof, unless evidenced by a written instrument delivered to the Trustee signed by the proper
party or parties and, if the duties or rights of the Trustee are affected, unless it shall give its prior written consent thereto;


 


(g) 
Verify the correctness of the information set forth in the Registration Statement or to confirm or assure that any Business Combination
consummated by the Company or any other action taken by it is as contemplated by the Registration Statement;


 


(h) 
File local, state, and/or federal tax returns or information returns with any taxing authority on behalf of the Trust Account
or deliver payee statements to the Company documenting the taxes, if any, payable by the Company or the Trust Account, relating to the
income earned on the Property;


 


(i)  
Pay any taxes on behalf of the Trust Account (it being expressly understood that the Property shall not be used to pay any such
taxes and that such taxes, if any, shall be paid by the Company from funds not held in the Trust Account or released to it under Section
2(a) hereof);


 


(j)  
Imply obligations, perform duties, inquire, or otherwise be subject to the provisions of any agreement or document other than
this agreement and that which is expressly set forth herein; or


 


(k) 
Verify calculations, qualify, or otherwise approve Company requests for distributions pursuant to Sections 1(i), 1(j),
and 2(a) above.


 


5. Trust Account Waiver. The Trustee has 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. In the event the Trustee
has any Claim against the Company under this Agreement, including, without limitation, under Section 3(b) or Section 3(c)
hereof, the Trustee 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.


 






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6. Termination. This Agreement shall terminate as follows:


 


(a) 
If the Trustee gives written notice to the Company that it desires to resign under this Agreement, the Company shall use its reasonable
efforts to locate a successor trustee during which time the Trustee shall act in accordance with this Agreement. At such time that the
Company notifies the Trustee that a successor trustee has been appointed by the Company and has agreed to become subject to the terms
of this Agreement, the Trustee shall transfer the management of the Trust Account to the successor trustee, including but not limited
to the transfer of copies of the reports and statements relating to the Trust Account, whereupon this Agreement shall terminate; provided,
however, that, in the event that the Company does not locate a successor trustee within ninety (90) days of receipt of the resignation
notice from the Trustee, the Trustee may submit an application to have the Property deposited with any court in the State of New York
or with the United States District Court for the Southern District of New York and upon such deposit, the Trustee shall be immune from
any liability whatsoever; or


 


(b) 
At such time that the Trustee has completed the liquidation of the Trust Account in accordance with the provisions of Section
1(i) hereof, and distributed the Property in accordance with the provisions of the Termination Letter, this Agreement shall terminate
except with respect to Section 3(b) and Section 5.


 


7. Miscellaneous.


 


(a) 
The Company and the Trustee each acknowledge that the Trustee will follow the security procedures set forth below with respect
to funds transferred from the Trust Account. The Company and the Trustee will each restrict access to confidential information relating
to funds being transferred to or from the Trust Account to authorized persons. Each party must notify the other party immediately if
it has reason to believe unauthorized persons may have obtained access to such information, or of any change in its authorized personnel.
In executing funds transfers, the Trustee will rely upon all information supplied to it by the Company, including account names, account
numbers, and all other identifying information relating to a beneficiary, beneficiary’s bank, or intermediary bank. Except for
any liability arising out of the Trustee’s gross negligence, fraud, or willful misconduct, the Trustee shall not be liable for
any loss, liability, or expense resulting from any error in the information supplied to it or funds transferred based on such information.


 


(b) 
This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving
effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction. The parties
hereto consent to the jurisdiction and venue of any state or federal court located in the City of New York, Borough of Manhattan, for
purposes of resolving any disputes hereunder. As to any claim, cross-claim, or counterclaim in any way relating to this Agreement, each
party waives the right to trial by jury.


 


(c) 
This Agreement may be executed in several original or facsimile counterparts, each one of which shall constitute an original,
and together shall constitute but one instrument.


 


(d) 
This Agreement contains the entire agreement and understanding of the parties hereto with respect to the subject matter hereof.
Except for Sections 1(i) and 1(j) (which sections may not be modified, amended or deleted without the affirmative vote of a majority
of the then outstanding Ordinary Shares; provided that no such amendment will affect any Public Shareholder who has otherwise indicated
his, her or its election to redeem his, her or its Ordinary Shares in connection with a vote sought to amend this Agreement), this Agreement
or any provision hereof may only be changed, amended or modified by a writing signed by each of the parties hereto; provided, however,
that no such change, amendment or modification may be made without the prior written consent of the Representatives. The Trustee may
require from Company counsel an opinion as to the propriety of any proposed amendment.


 






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(e) Any notice, consent or request
to be given in connection with any of the terms or provisions of this Agreement shall be in writing and shall be sent by express mail
or similar private courier service, by certified mail (return receipt requested), by hand delivery, by email or by facsimile transmission:


 


if to the Trustee, to:


 


Continental Stock Transfer & Trust Company


1 State Street, 30th floor


New York, New York 10004


Attn: Francis Wolf and Celeste Gonzalez


Email: fwolf@continentalstock.com


Email: cgonzalez@continentalstock.com


 


if to the Company, to:


 


Lakeshore Acquisition II Corp.


667 Madison Avenue,


New York, NY 10065


Attn: Bill Chen, Chief Executive Officer


E-mail:bchen65@126.com


 


in either case with a copy (which copy shall not constitute
notice) to:


 


Network 1 Financial Securities, Inc.


2 Bridge Ave #241


Red Bank, NJ 07701


Attn: Karen (Huiyun) Mu


 


and


 


 


Ortoli Rosenstadt LLP

366 Madison Ave 3rd floor

New York, NY 10017

Attn: Yarona L. Yieh


 


and


 


Loeb & Loeb LLP


345 Park Avenue


New York, NY 10154


Attn: Giovanni Caruso, Esq.


E-mail: gcaruso@loeb.com


 


(f) Each of the Trustee and the Company
hereby represents that it has the full right and power and has been duly authorized to enter into this Agreement and to perform its respective
obligations as contemplated hereunder. The Trustee acknowledges and agrees that it shall not make any claims or proceed against the Trust
Account, including by way of set-off, and shall not be entitled to any funds in the Trust Account under any circumstance.


 






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(h)             
 This Agreement is the joint product of the Trustee and the Company and each provision hereof has been subject to the mutual consultation,
negotiation and agreement of such parties and shall not be construed for or against any party hereto.


 


(i) This Agreement may be executed in any number
of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same
instrument. Delivery of a signed counterpart of this Agreement by facsimile or electronic transmission shall constitute valid and sufficient
delivery thereof.


 


(j) Each of the Company and the Trustee
hereby acknowledge that the Representatives is a third party beneficiary of this Agreement.


 


[Signature Page Follows]


 






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IN WITNESS WHEREOF, the parties have
duly executed this Investment Management Trust Agreement as of the date first written above.


 


	 	CONTINENTAL
    STOCK TRANSFER & TRUST COMPANY, as Trustee
	 	 
	 	 
	 	By:	/s/
    Francis Wolf
	 	Name:
    Francis Wolf
	 	Title:
    Vice President
	 	 
	 	 
	 	LAKESHORE
    ACQUISITION II CORP.
	 	 
	 	 
	 	By:	/s/
    Bill Chen
	 	Name:
    Bill Chen
	 	Title:
    Chief Executive Officer




 






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SCHEDULE A


 


	Fee Item	 	Time and method of payment	 	Amount	 
	Initial acceptance fee	 	Initial closing of IPO by wire transfer	 	$	3,500	 
	Annual fee	 	First year, initial closing of IPO by wire transfer; thereafter
    on the anniversary of the effective date of the IPO by wire transfer or check`	 	$	10,000	 
	Transaction processing fee for disbursements to Company under
    under Section 2	 	Billed to Company following disbursement
    made to Company Section 2	 	$	250	 
	Paying Agent services as required pursuant to section 1(i)
    and 1(j)	 	Billed to Company upon delivery of service pursuant to section
    1(i) and 1(j)	 	 	Prevailing
                                            rates	 


 






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EXHIBIT A


 


[Letterhead of Company]


 


[Insert date]


 


Continental Stock Transfer


& Trust Company


1 State Street, 30th floor


New York, New York 10004


Attn: Francis Wolf and Celeste Gonzalez


 


Re: Trust Account Termination Letter


 


Dear Mr. Wolf and Ms. Gonzalez:


 


Pursuant to Section 1(i) of the Investment
Management Trust Agreement between Lakeshore Acquisition II Corp. (“Company”) and Continental Stock Transfer &
Trust Company, dated as of _______, 2022 (“Trust Agreement”), this is to advise you that the Company has entered into
an agreement with [             ] to consummate a business combination
(“Business Combination”) on or about [insert date]. The Company shall notify you at least 72 hours in advance
of the actual date of the consummation of the Business Combination (“Consummation Date”). Capitalized terms used herein
and not otherwise defined shall have the meanings set forth in the Trust Agreement.


 


In accordance with the terms of the
Trust Agreement, we hereby authorize you to liquidate the Trust Account investments and to transfer the proceeds to the Trust Account
at JP Morgan Chase Bank, N.A to the effect that, on the Consummation Date, all of the funds held in the Trust Account will be immediately
available for transfer to the account or accounts that the Company shall direct on the Consummation Date (including as directed to it
by the Representatives on behalf of the Underwriters (with respect to the Business Combination Fee)). It is acknowledged and agreed that
while the funds are on deposit in the trust account awaiting distribution, neither the Company nor the Underwriters will earn any interest
or dividends.


 


On the Consummation Date (i) counsel
for the Company shall deliver to you written notification that the Business Combination has been consummated and (ii) the Company shall
deliver to you (a) [an affidavit] [a certificate] by the Chief Executive Officer, which verifies the vote of the Company’s shareholders
in connection with the Business Combination if a vote is held and (b) joint written instructions from the Company and the Representatives
with respect to the transfer of the funds held in the Trust Account, including payment of the Business Combination Fee from the Trust
Account (“Instruction Letter”). You are hereby directed and authorized to transfer the funds held in the Trust Account
immediately upon your receipt of the counsel's letter and the Instruction Letter, in accordance with the terms of the Instruction Letter.
In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will
notify the Company of the same and the Company shall direct you as to whether such funds should remain in the Trust Account and distributed
after the Consummation Date to the Company. Upon the distribution of all the funds in the Trust Account pursuant to the terms hereof,
your obligations under the Trust Agreement shall be terminated.


 


In the event that the Business Combination
is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation
Date of a new Consummation Date, then upon receipt by the you of written instructions from the Company, the funds held in the Trust Account
shall be reinvested as provided in the Trust Agreement on the business day immediately following the Consummation Date as set forth in
the notice.


 






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	 	Very
    truly yours,
	 	 
	 	LAKESHORE
    ACQUISITION II CORP.
	 	 
	 	By:	                    
	 	Name:
    Bill Chen
	 	Title:
    Chief Executive Officer



 


	 	 
	AGREED
    TO AND ACKNOWLEDGED BY	 
	 	 
	Network
    1 Financial Securities, Inc.	 
	 	 
	By:	                        	 
	Name:	 
	Title:	 




 






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EXHIBIT B


 


[Letterhead of Company]


 


[Insert date]


 


Continental Stock Transfer & Trust Company


1 State Street, 30th floor


New York, New York 10004


Attn: Francis Wolf and Celeste Gonzalez


 


Re: Trust Account Termination Letter


 


Dear Mr.
Wolf and Ms. Gonzalez:


 


Pursuant to Section 1(i) of the Investment
Management Trust Agreement between Lakeshore Acquisition II Corp. (“Company”) and Continental Stock Transfer &
Trust Company, dated as of _______, 2022 (“Trust Agreement”), this is to advise you that the Company has been unable
to effect a Business Combination with a Target Company within the time frame specified in the Company’s Amended and Restated Memorandum
and Articles of Association, as described in the Company’s prospectus relating to its IPO. Capitalized terms used herein and not
otherwise defined shall have the meanings set forth in the Trust Agreement.


 


In accordance with the terms of the
Trust Agreement, we hereby authorize you to liquidate the Trust Account and to transfer the total proceeds of the Trust to the Trust
Operating Account at JP Morgan Chase Bank, N.A to await distribution to the Public Shareholders. The Company has selected [ ,
20 ] as the effective date for the purpose of determining when the Public Shareholders will be entitled to receive their share
of the liquidation proceeds. It is acknowledged that while the funds are on deposit in the Trust Operating Account awaiting distribution,
the Company will not earn any interest or dividends. You agree to be the Paying Agent of record and in your separate capacity as Paying
Agent, to distribute said funds directly to the Public Shareholders in accordance with the terms of the Trust Agreement and the Amended
and Restated Memorandum and Articles of Association of the Company. Upon the distribution of all the funds in the Trust Account, your
obligations under the Trust Agreement shall be terminated.


 


	 	Very
    truly yours,
	 	LAKESHORE
    ACQUISITION II CORP.
	 	 
	 	By:	 
	 	 	Name:
    Bill Chen
	 	 	Title:
    Chief Executive Officer
	 	 	 
	cc: Network 1 Financial Securities, Inc.	 	 




 






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EXHIBIT C


 


[Letterhead of Company]


 


[Insert date]


 


Continental Stock Transfer & Trust Company


1 State Street, 30th floor


New York, New York 10004


Attn: Francis Wolf and Celeste Gonzalez


 


Re: Trust Account Amendment Notification Letter

Dear Mr. Wolf and Ms. Gonzalez:


 


Reference is made to the Investment
Management Trust Agreement between Lakeshore Acquisition II Corp. (“Company”) and Continental Stock Transfer &
Trust Company, dated as of_______, 2022 (“Trust Agreement”). Capitalized words used herein and not otherwise defined
shall have the meanings ascribed to them in the Trust Agreement.


 


Pursuant to Section 1(j) of the Trust
Agreement, this is to advise you that the Company has sought an Amendment. Accordingly, in accordance with the terms of the Trust Agreement,
we hereby authorize you to liquidate a sufficient portion of the Trust Account and to transfer $____ of the total proceeds of the Trust
to the Trust Account at JP Morgan Chase Bank, N.A to await distribution to the Public Shareholders that have requested conversion of
their shares in connection with such Amendment. The remaining funds shall be reinvested by you as previously instructed.


 


	 	Very
    truly yours,
	 	LAKESHORE
    ACQUISITION II CORP.
	 	 
	 	By:	 
	 	 	Name:
    Bill Chen
	 	 	Title:
    Chief Executive Officer
	 	 	 
	cc: Network 1 Financial Securities, Inc.	 	 



 






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EXHIBIT D


 


[Letterhead of Company]


 


[Insert date]


Continental Stock Transfer & Trust Company


1 State Street, 30th floor


New York, New York 10004


Attn: Francis Wolf and Celeste Gonzalez


 


Re: Trust Account


Dear Mr. Wolf and Ms. Gonzalez:


 


Pursuant to Section 2(a) of the Investment
Management Trust Agreement between Lakeshore Acquisition II Corp. (“Company”) and Continental Stock Transfer &
Trust Company, dated as of_________, 2022 (“Trust Agreement”), the Company hereby requests that you deliver to the
Company [$         ] of the interest income earned on the Property as of the date
hereof. The Company needs such funds to pay for its [income or other tax obligations][dissolution and liquidation expenses, which expenses
will not exceed $50,000].


 


In accordance with the terms of
the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of
this letter to the Company’s operating account at:


 


[WIRE INSTRUCTION INFORMATION]


 


	 	Very
    truly yours,
	 	LAKESHORE
    ACQUISITION II CORP.
	 	 
	 	By:	 
	 	 	Name:
    Bill Chen
	 	 	Title:
    Chief Executive Officer
	 	 	 
	cc: Network 1 Financial Securities, Inc.	 	 



 






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