Exhibit 10.11


 


EMPLOYMENT AGREEMENT


 


This EMPLOYMENT AGREEMENT
(the “Agreement”) is entered as of May 5, 2022, by and between ProSomnus Sleep Technologies, Inc.,
a Delaware corporation (the “Company”), and Len Liptak (“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.


 


AGREEMENT


 


1.            At-Will
Employment. Executive shall be employed commencing on the Effective Date on an “at-will” basis, subject to the conditions
of termination consistent with this Agreement.


 


2.            Position,
Duties, Responsibilities.


 


(a)            Position
and Location. Executive shall render services to the Company in the position of President and Chief Executive Officer (the “CEO”)
reporting to the Board of Directors (the “Board”) of the Company, and shall perform all services appropriate
to that position for an organization the size of the Company that is engaged in the type of business engaged by the Company, as well as
such other services of a nature customary to the position of CEO, as may be assigned by the Board. Executive shall devote the Executive’s
best efforts to the performance of the Executive’s duties and must at all times act in good faith towards the Company and any company
with the same ultimate beneficial ownership as the Company (the “Group Companies”). Executive’s office
will be in Pleasanton, California but Executive shall travel, from time to time, as Company business dictates without additional remuneration
but subject to the reimbursement of business expenses, as set forth in Section 3(e) below.


 


(b)            Other
Activities. Except upon the prior written consent of the Board, Executive will not (i) accept any other full-time or part-time
employment or engagement, (ii) engage, directly or indirectly, in any other business activity (whether or not pursued for pecuniary
advantage) that is or may be in conflict with, or that might place Executive in a conflicting position to that of the Company, or prevent
Executive from devoting such time as necessary to fulfill the Executive’s responsibilities under this Agreement, (iii) sell,
market or represent any product or service other than the Company’s products or services, or (iv) serve on any other board
of directors for any other company (other than the Company) except with the prior written consent of the Board, which consent will not
be unreasonably withheld.


 


(c)            Devotion
of Time and Energies. Except as set forth in Section 2(b), Executive will devote all of the Executive’s working time and
attention to the performance of the Executive’s duties under this Agreement.


 


(d)            Duties
and Authority. Executive shall have responsibility for managing the operations of the Company as directed by the Board from time to
time, consistent with the Executive’s position as CEO.


 






    1 


     


    

 


3.            Compensation.
In consideration of the services to be rendered under this Agreement, Executive shall be entitled to the following:


 


(a)            Base
Salary. The Company shall pay to Executive an annual salary of Five Hundred Thousand ($500,000), less all applicable withholdings,
which shall be payable in accordance with the Company’s payroll practices (the “Base Salary”).


 


(b)            Annual
Performance Bonus. Effective January 1, 2022, Executive shall be eligible to receive an annual bonus, target of 75% of the Executive’s
Base Salary (the “Annual Performance Bonus”). The Company shall pay the Annual Performance Bonus, if any, no
later than the thirtieth day following the date the Company’s auditors confirm the Company’s financial statements for the
applicable fiscal year, but in no event shall such Annual Performance Bonus be paid later than June 30 of the year following the
year to which the Annual Performance Bonus relates. In order to be eligible to receive the Annual Performance Bonus, Executive must be
a full-time employee of the Company on the date(s) the Annual Performance Bonus is calculated and paid. The Annual Performance Bonus
shall be based on and subject to the additional terms and conditions as set forth in a separate writing between the Company and the Executive
(“the CEO Bonus Plan”). The Annual Performance Bonus shall be subject to annual review and adjustment subject
to the Board’s discretion. At the discretion of the Board, the Annual Performance Bonus may be paid out in either cash or Company
stock.


 


(c)            Equity.
As soon as reasonably practicable following the Effective Date, the Company will recommend to the board of directors of Parent the issuance
to Executive of an initial grant of an option to purchase a number of shares of its common stock to be determined by the Company’s
Compensation Committee, which number of shares shall represent 1.7% of the Company’s common stock. (the “Initial Grant”).
Additionally, on the first annual anniversary of the Effective Date of this Agreement, the Company shall recommend that the board of directors
of Parent approve the issuance to Executive of an additional grant of an option to purchase a number of shares of its common stock to
be determined by the Company’s Compensation Committee (the “Annual Grant”). Both the Initial Grant and
Annual Grant are subject to the approval of the board of directors of Parent (including without limitation the vesting provisions of the
award) and the terms and conditions of the Parent’s Equity Incentive Plan and forms of award agreement.


 


(d)            Employee
Benefits and Vacation. While Executive is employed by the Company hereunder, Executive shall be entitled to participate in all employee
benefit plans to the extent that Executive meets the eligibility requirements for each individual plan or program, including but not limited
to participation in the Company’s health, dental, and vision insurance plans for Executives, which shall be paid for by the Company.
Executive shall be entitled to be paid for state and federal holidays recognized by the Company, and shall accrue paid time off (“PTO”)
in accordance with Company policy.


 


(e)            Reimbursement
of Expenses. Executive shall be reimbursed for such reasonable and necessary business expenses incurred by Executive while the Executive
is employed by the Company, which are directly related to the furtherance of the Company’s business, upon presentation of documentation
regarding such expenses. If a business expense reimbursement is not exempt from Section 409A of the Internal Revenue Code (“Section 409A”),
any reimbursement in one calendar year shall not affect the amount that may be reimbursed in any other calendar year and a reimbursement
(or right thereto) may not be exchanged or liquidated for another benefit or payment. Any business expense reimbursements subject to Section 409A
of the Code shall be made no later than the end of the calendar year following the calendar year in which Executive incurs such business
expense.


 






    2 


     


    

 


4.          Termination.


 


(a)          Termination
By the Company. The Company may terminate Executive’s employment with the Company under the following conditions:


 


(1)            Death
or Disability. The Executive’s employment with the Company shall terminate effective upon the date of the Executive’s
death or Complete Disability (as defined below).


 


(2)            For
Cause. The Company may terminate the Executive’s employment under this Agreement for Cause by delivery of written notice to
the Executive specifying the Cause or Causes (as defined below) relied upon for such termination. Any notice of termination given pursuant
to this Section 4(a)(2) shall effect termination as of the date specified in such notice or, in the event no such date is specified,
on the last day of the month in which such notice is delivered or deemed delivered as provided below.


 


(3)            Without
Cause. The Company may terminate the Executive’s employment under this Agreement at any time and for any reason by delivery
of written notice of such termination to the Executive. Any notice of termination given pursuant to this Section 4(a)(3) shall
effect termination as of the date specified in such notice or, in the event no such date is specified, on the last day of the month in
which such notice is delivered or deemed delivered as provided below.


 


(b)          Termination
by the Executive. Executive may terminate Executive’s employment with the Company under the following conditions:


 


(1)            Termination
by Executive without Good Reason. The Executive may terminate his employment hereunder without Good Reason (as defined below) upon
thirty (30) days written notice to the Company.


 


(2)            Termination
by Executive for Good Reason. The Executive may terminate his employment for Good Reason. For purposes of this Agreement, “Good
Reason” means the existence of any one or more of the following conditions without the Executive’s consent, provided
Executive submits written notice to the Company within 45 days of when such condition(s) first arose specifying the condition(s):
(i) a material adverse change in his title or reporting relationships; (ii) change in his position with the Company which materially
reduces his authority, duties or responsibilities, or the assignment to the Executive of duties materially inconsistent with the Executive’s
position with the Company; (iii) a material reduction in the Executive’s then current Base Salary; (iv) a relocation of
Executive’s place of employment by more than 35 miles from Pleasanton, California, unless the new place of employment is closer
to Executive’s primary residence; and (v) a material breach by the Company of this Agreement; provided that the Company fails
to correct the act or omission within 30 days after receiving the Executive’s written notice and the Executive actually terminates
his employment within 60 days after the date the Company receives the Executive’s notice.


 






    3 


     


    

 


(c)            Termination
by Mutual Agreement of the Parties. The Executive’s employment pursuant to this Agreement may be terminated at any time upon
a mutual agreement in writing of the Parties. Any such termination of employment shall have the consequences specified in this Agreement.


 


(d)            Compensation
Upon Termination.


 


(1)            Death
or Complete Disability. If the Executive’s employment is terminated by death or Complete Disability as provided in Section 4(e)(1),
the Company shall pay the Executive’s accrued Base Salary and accrued and unused vacation benefits earned through the date of termination
at the rate in effect at the time of termination (the “Accrued Obligations”) to Executive and/or Executive’s
heirs, as applicable, and the Company shall thereafter have no further obligations to the Executive and/or Executive’s heirs under
this Agreement.


 


(2)            Cause,
Resignation, Mutual Agreement. If the Executive’s employment is terminated by the Company for Cause, by Executive’s termination
without Good Reason or by mutual agreement of the Parties, the Company shall pay the Accrued Obligations at the time Executive or the
Company provides notice of termination, or at the time the Parties mutually agree to terminate Executive’s employment, as applicable,
and the Company shall thereafter have no further obligations to Executive under this Agreement.


 


(3)            Without
Cause or by Executive for Good Reason. If the Company terminates the Executive’s employment without Cause or if the Executive
terminates employment for Good Reason, then upon the Executive’s furnishing to the Company and not revoking a waiver of claims
in a form satisfactory to the Company (the “Release”) within 60 days following the date of termination, (provided,
that if the 60th day falls in the calendar year following the year during which the termination or separation from service
occurred, then the payments will commence in such subsequent calendar year; provided further that if such payments commence in such subsequent
year, the first such payment shall be a lump sum in an amount equal to the payments that would have come due since Executive’s
separation from service) the Executive shall be entitled to the following:


 


(i)            the
Accrued Obligations;


 


(ii)            payment
of the Executive’s then-existing Base Salary over a period of twelve (12) months following the termination date, subject to ordinary
withholdings in accordance with the Company’s standard payroll practices; and


 






    4 


     


    

 


(iii)            until
the earliest to occur of (x) the expiration of twelve (12) months following the Termination Date, and (y) the date Executive
receives health, dental and vision coverage through another policy of insurance, and subject to Executive’s valid COBRA election,
the Company shall make payment of the Executive’s premiums on the same terms that existed prior to Executive’s termination;
provided that if such payment of premiums would otherwise violate the nondiscrimination rules or cause the coverage to be taxable
under the Patient Protection and Affordable Care Act of 2010, together with the Health Care and Education Reconciliation Act of 2010 (collectively,
the “Act”) or Section 105(h) of the Internal Revenue Code of 1986, as amended (the “Code”),
these payments shall be treated as taxable payments and be subject to imputed income tax treatment to the extent necessary to eliminate
any discriminatory treatment or taxation under the Act or Section 105(h). Notwithstanding the foregoing, the benefits described in
subsections (ii) and (iii) shall commence on the first payroll period following the date the Release becomes effective and irrevocable;
provided, however, that if the 60th day following the date of termination occurs in the calendar year following the year of termination,
then such payments shall commence no earlier than January 1 of such subsequent calendar year. The first payment shall be in an amount
equal to the total amount to which Executive would otherwise have been entitled during the period following the Executive’s last
day of employment if such deferral had not been required.


 


(4)            Condition
on Obligations. Notwithstanding any provisions in this Agreement to the contrary, including any provisions contained in this Section 4(d)(4),
the Company’s obligations, and the Executive’s rights, pursuant to Section 4(d)(3) shall cease and be rendered a
nullity immediately should the Executive violate the provision of Section 5, or should the Executive violate the terms and conditions
of the Executive’s previously executed Proprietary Information and Inventions Agreement, which shall continue to apply to Executive’s
employment. Further, Executive covenants and agrees to notify the Company within five (5) business days of Executive’s acceptance
of employment or consulting or receipt of benefits as set forth above respectively in Section 4(d)(3)(iii).


 


(e)         Definitions.
For purposes of this Agreement, the following terms shall have the following meanings:


 


(1)            Complete
Disability. “Complete Disability” shall mean the inability of the Executive to perform the Executive’s
duties under this Agreement because the Executive has become permanently disabled within the meaning of any policy of disability income
insurance covering employees of the Company then in force. In the event the Company has no policy of disability income insurance covering
employees of the Company in force when the Executive becomes disabled, the term Complete Disability shall mean the inability of the Executive
to perform the Executive’s duties under this Agreement by reason of any incapacity, physical or mental, which the Board, based upon
medical advice or an opinion provided by a licensed physician acceptable to the Board, determines to have incapacitated the Executive
from satisfactorily performing all of the Executive’s usual services for the Company for a period of at least one hundred twenty
(120) consecutive days during any twelve (12) month period. Based upon such medical advice or opinion, the determination of the Board
shall be final and binding and the date such determination is made shall be the date of such Complete Disability for purposes of this
Agreement.


 






    5 


     


    

 


(2)         For
Cause. “Cause” for the Company to terminate Executive’s employment hereunder shall mean the occurrence
of any of the following events:


 


(i)            The
Executive’s willful failure to perform the Executive’s job duties under this Agreement, provided, however, Executive has received
written notice from the Company identifying such performance failure(s) and has failed to cure the same within 30 days of the Executive’s
receipt of such notice;


 


(ii)          The
willful failure by the Executive to comply with all material applicable laws in performing the Executive’s job duties or in directing
the conduct of the Company’s business;


 


(iii)          The
willful failure by the Executive to follow the Company’s policies and procedures, including, but not limited to, those contained
in the Company’s Code of Conduct;


 


(iv)         The
commission by the Executive of any felony or intentionally fraudulent or other act against the Company, or its affiliates, subsidiaries,
employees, agents, representatives or clients which demonstrates the Executive’s untrustworthiness or lack of integrity;


 


(v)          the
Executive’s engaging or in any manner participating in any activity which is competitive with or intentionally injurious to the
Company or its Parents, or any of their affiliates or subsidiaries or which violates any material provisions of Section 5 hereof;
or


 


(vi)          the
Executive’s commission of any fraud against the Company, or any of its affiliates or subsidiaries, or use or intentional appropriation
for Executive’s personal use or benefit of any funds or properties of the Company not authorized by the Board or the Company’s
Chairman, as applicable, to be so used or appropriated.


 


(3)         Termination
Date. The “Termination Date” is the date on which Executive is no longer employed with the Company.


 


5.           Miscellaneous.


 


(a)            Arbitration.
Executive shall execute and deliver a Mutual Arbitration Agreement with the Company, a form of which is attached hereto as Exhibit A.


 






    6 


     


    

 


(b)            Clawback.
Any amounts paid pursuant to this Agreement will be subject to recoupment in accordance with any claw back policy that the Company has
adopted or is required to adopt pursuant to the listing standards of any national securities
exchange or association on which the Company’s securities are listed or as is otherwise required by the Dodd-Frank Wall Street Reform
and Consumer Protection Act or other applicable law.


 


(c)            Entire
Agreement. This Agreement and Exhibits attached hereto, are intended to be the final, complete, and exclusive statement of the terms
of Executive’s employment by the Company. This Agreement supersedes all other prior and contemporaneous agreements and statements
pertaining in any manner to the employment of Executive and it may not be contradicted by evidence of any prior or contemporaneous statements
or agreements. Executive acknowledges that he does not rely upon any representations, oral or written, concerning the terms of his employment
by the Company. To the extent that the practices, policies, or procedures of the Company, now or in the future, apply to Executive and
are inconsistent with the terms of this Agreement, the provisions of this Agreement shall control.


 


(d)            Amendments,
Waivers. This Agreement may only be modified by an instrument in writing, signed by Executive and by a duly authorized representative
of the Company other than Executive. No failure to exercise and no delay in exercising any right, remedy, or power under this Agreement
shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, or power under this Agreement preclude
any other or further exercise thereof, or the exercise of any other right, remedy, or power provided herein or by law or in equity.


 


(e)            Assignment;
Successors and Assigns. Executive agrees that the Executive will not assign, sell, transfer, delegate or otherwise dispose of, whether
voluntarily or involuntarily, or by operation of law, any rights, or obligations under this Agreement, nor shall Executive’s rights
be subject to encumbrance or the claims of creditors. Any purported assignment, transfer, or delegation by Executive shall be null and
void. Nothing in this Agreement shall prevent the consolidation of the Company with, or its merger into, any other corporation or entity,
or the sale by the Company of all or substantially all of its properties or assets, or the assignment by the Company of this Agreement
and the performance of its obligations hereunder to any successor in interest, provided specifically that the Company may at any time
(upon written notice to Executive) assign all of its rights and obligations hereunder (including but not limited to the right to receive
Executive’s services as provided hereunder) to a third party purchaser. Subject to the foregoing, this Agreement shall be binding
upon and shall inure to the benefit of the parties and their respective heirs, legal representatives, successors, and permitted assigns,
and shall not benefit any person or entity other than those enumerated above.


 


(f)            Section 409A
Compliance.


 


(1)            All
in-kind benefits provided and expenses eligible for reimbursement under this Agreement will be provided by the Company or incurred by
Executive during the time periods set forth in this Agreement. All reimbursements will be paid as soon as administratively practicable,
but in no event will any reimbursement be paid after the last day of the taxable year following the taxable year in which the expense
was incurred. The amount of in-kind benefits provided or reimbursable expenses incurred in one taxable year will not affect the in-kind
benefits to be provided or the expenses eligible for reimbursement in any other taxable year. Such right to reimbursement or in-kind benefits
is not subject to liquidation or exchange for another benefit.


 






    7 


     


    

 


(2)            To
the extent that any of the payments or benefits provided for in Section 4(d) are deemed to constitute non-qualified deferred
compensation benefits subject to Section 409A of the United States Internal Revenue Code (the “Code”), the following
interpretations apply to Section 4:


 


(3)            Any
termination of Executive’s employment triggering payment of benefits under Section 4(d) must constitute a “separation
from service” under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h) before distribution of
such benefits can commence. To the extent that the termination of Executive’s employment does not constitute a separation of service,
any benefits payable under Section 4(d) that constitute deferred compensation under Section 409A of the Code will be delayed
until after the date of a subsequent event constituting a separation of service.


 


(4)            If
Executive is a “specified employee” (as that term is used in Section 409A of the Code and regulations and other guidance
issued thereunder) on the date his separation from service becomes effective, any benefits payable under Section 4(d) that constitute
non-qualified deferred compensation under Section 409A of the Code will be delayed until the earlier of (A) the business day
following the six-month anniversary of the date his separation from service becomes effective, and (B) the date of Executive’s
death, but only to the extent necessary to avoid such penalties under Section 409A of the Code. On the earlier of (A) the business
day following the six-month anniversary of the date his separation from service becomes effective, and (B) Executive’s death,
the Company will pay Executive in a lump sum the aggregate value of the non-qualified deferred compensation that the Company otherwise
would have paid Executive prior to that date under Section 4(d) of this Agreement.


 


(5)            It
is intended that each installment of the payments and benefits provided under Section 4(d) of this Agreement will be treated
as a separate “payment” for purposes of Section 409A of the Code.


 


(6)            Neither
the Company nor Executive will have the right to accelerate or defer the delivery of any such payments or benefits except to the extent
specifically permitted or required by Section 409A of the Code.


 






    8 


     


    

 


(g)          Notices.
All notices and other communications required or permitted to be given hereunder shall be in writing and shall be deemed to have been
duly given (i) upon receipt, if delivered personally or via courier, (ii) upon confirmation of receipt, if given by electronic
mail, and (iii) on the third business day following mailing, if mailed first class, postage prepaid, registered, or certified mail
from a United States address as follows or at such other address as each party hereafter designates:


 


to the Company at:


 


5860 West Las Positas Blvd,


Suite 25


Pleasanton, CA 94588


 


and to Executive at:


 


5860 West Las Positas Blvd,


Suite 25


Pleasanton, CA 94588


 


(h)            Severability;
Enforcement. If any provision of this Agreement, or its application to any person, place, or circumstance, is held by an arbitrator
to be invalid, unenforceable, or void, such provision shall be enforced (by blue penciling or otherwise) to the greatest extent permitted
by law, and the remainder of this Agreement and such provision as applied to other persons, places, and circumstances shall remain in
full force and effect.


 


(i)            Governing
Law. This agreement and the rights and obligations of the company and executive hereunder shall be determined under, governed by,
and construed in accordance with the laws of the state of California as applied to agreements among California residents entered into
and to be performed entirely within California.


 


(j)            Executive
Acknowledgment. Executive acknowledges (i) that the Executive has consulted with independent counsel of the Executive’s
own choice concerning this Agreement and (ii) that the Executive has read and understands this Agreement, is fully aware of its legal
effect, and has entered into it freely based on the Executive’s own judgment.


 


(k)            Counterparts.
This Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an
original, but all such counterparts shall together constitute one and the same instrument. Delivery of an executed counterpart of the
signature page to this Agreement by facsimile shall be as effective as delivery of a manually executed counterpart of this Agreement;
provided, however, that any party so delivering an executed counterpart by facsimile shall thereafter promptly deliver a manually executed
counterpart of this Agreement to the other parties, but failure to deliver such manually executed counterpart shall not affect the validity,
enforceability and binding effect of this Agreement.


 


	ProSomnus Sleep Technologies, Inc.	 
	 	 
	/s/ Mindy Hungerman	 
	By: Mindy Hungerman 	 
	Its: CFO	 




 






    9 


     


    

 


	Executive	 
	 	 
	/s/ Len Liptak	 
	Len Liptak	 




 






    10 


     


    

 


Exhibit A


 


MUTUAL ARBITRATION AGREEMENT


 


Please Read Carefully – By Signing This Document
You Give Up Certain Legal Rights


 


1.            ProSomnus
Sleep Technologies, Inc., (the “Company”) and the undersigned employee (“Employee”) have entered into this
Mutual Agreement to Arbitrate Claims (“Agreement”) in order to establish and gain the benefits of a timely, impartial, and
cost-effective dispute resolution procedure. Employee understands that any reference in this Agreement to the Company will also be a reference
to any and all benefit plans, the benefit plans’ sponsors, fiduciaries, administrators, affiliates, and all successors and assigns
of any of them.


 


2.            Claims
Covered by the Agreement: The Company and Employee mutually consent to the resolution by final and binding arbitration of all claims or
controversies (“claims”) arising out of Employee’s employment (or termination) that the Company may have against Employee
or that Employee may have against the Company or its officers, directors, employees, or agents. Final and binding arbitration shall provide
the sole and exclusive remedy and forum for all such claims. The claims covered by this Agreement include, but are not limited to: (i) claims
for discrimination or harassment on the basis of ancestry, age, color, marital status, medical condition, physical or mental disability,
national origin, race, religion, pregnancy, sexual orientation, or any other characteristic protected by applicable law; (ii) claims
for retaliation; (iii) claims for breach of any contract or covenant (express or implied); (iv) claims for wages or other compensation
due; (v) claims for benefits (except where an employee benefit or pension plan specifies that its claim procedure shall culminate
in a resolution procedure different from this one); (vi) claims for violation of any federal, state, or other governmental law, statute,
regulation or ordinance now in existence, or hereinafter enacted, and amended from time to time; and (vii) any tort claims (including,
but not limited to, negligent or intentional injury, defamation, and termination of employment in violation of public policy).


 


3.            Waiver
of Right to Court or Jury Trial and for Class Action Relief: The Company and Employee agree to give up their respective rights to
have the above-mentioned claims decided in a court of law before a judge or jury or by administrative proceeding, and instead are accepting
and agreeing to the use of final and binding arbitration. The sole exception to the foregoing is a hearing before the California Labor
Commissioner on a claim for unpaid wages; however, any subsequent proceeding resulting from such a hearing that would otherwise be heard
in a court of law, including any challenge or appeal of a decision rendered in such hearing, is subject to this Agreement and must be
arbitrated. Employee also agrees and understands that Employee waives any right to bring claims as a class representative, or as a member
of a collective action, and that any claims that Employee may bring must be brought solely in the Employee’s individual capacity.


 


4.            Claims
Not Covered by the Agreement: This Agreement does not cover: (i) claims by Employee for workers’ compensation or unemployment
insurance (an exclusive government-created remedy exists for these claims); (ii) claims for unpaid compensation or benefits within
the jurisdiction of the California Department of Labor Standards Enforcement; (iii) claims for relief under the California Private
Attorneys General Act (except to the extent such claims are permitted to be arbitrated, in which case such claims will be subject to arbitration);
and (iv) claims which even in the absence of the Agreement could not have been litigated in court or before any administrative proceeding
under applicable federal, state or local law. Nothing in this Agreement precludes either party from filing a charge or complaint with
any state or federal administrative agency that prosecutes a claim on behalf of the government, for purposes of assisting or cooperating
with such agency in its investigation or prosecution of charges or complaints. However, the parties waive their right to any personal
remedy or relief as a result of such charges or complaints brought by such prosecuting agencies, to the extent that is permissible under
law.


 






    A-1 


     


    

 


5.            Notice
of Claims and Statute of Limitations: All disputes between Employee and the Company (and its affiliates, shareholders, directors, officers,
employees, agents, successors, attorneys, and assigns) relating to Employee’s services with the Company or this Agreement, will
be resolved by final and binding arbitration to the fullest extent permitted by law. Except as otherwise provided in this Agreement, the
arbitration provisions are to apply to the resolution of disputes that otherwise would not be resolved in a court of law. All disputes
must be brought within the applicable statute of limitations established by law and all claims must be sent via registered or certified
mail, and shall identify and describe the nature of all claims asserted and the facts upon which such claims are based. Failure to comply
with the requirements of this Section 4 may constitute a waiver of all rights that the party seeking arbitration may have against
the other party.


 


6.            Arbitration
Procedures: The arbitration will be conducted in accordance with the then-existing JAMS Employment Arbitration Rules & Procedures,
and as augmented in this Agreement. Arbitration will be initiated as provided by the JAMS Employment Rules. JAMS Employment Rules can
be found at jamsadr.com/rules-employment-arbitration. Either Party may bring an action in court to compel arbitration under this
Agreement and to enforce an arbitration award. Otherwise, neither Party will initiate or prosecute any lawsuit or administrative action
in any way related to any applicable dispute or claim, except as set forth in this Agreement. All disputes or claims subject to arbitration
will be decided by a single arbitrator. The arbitrator will be selected by mutual agreement of the Parties within 30 days of the effective
date of the notice initiating the arbitration. If the Parties cannot agree on an arbitrator, then the complaining Party will notify JAMS
and request selection of an arbitrator in accordance with the JAMS Employment Rules or other applicable JAMS rules. The arbitrator
will only have authority to award equitable relief, damages, costs, and fees as a court would have for the particular claims asserted,
and any action of the arbitrator in contravention of this limitation may be the subject of court appeal by the aggrieved Party. All other
aspects of the arbitrator’s ruling will be final.


 


7.            Arbitration
Decision: The Arbitrator will issue a decision or award in writing, stating the essential findings of fact and conclusions of law. Except
as may be permitted or required by law, all proceedings and all documents prepared in connection with any arbitration will be confidential
and the arbitration subject matter will not be disclosed to any person other than the Parties to the proceedings, their counsel, witnesses
and experts, the arbitrator, and, if involved, the court and court staff. The Parties will stipulate to all arbitration and court orders
necessary to effectuate these confidentiality provisions. A court of competent jurisdiction will have the authority to enter a judgment
upon the award made pursuant to the arbitration or applicable arbitration appeal.


 






    A-2 


     


    

 


8.            Place
of Arbitration: All arbitration proceedings will be conducted at a JAMS office located nearest to the location where the Employee was
performing services for the Company.


 


9.            Representation
/ Attorneys’ Fees: Each party may be represented in the arbitration by an attorney or other representative selected by the party.
Each party shall be responsible for its own attorneys’ or representatives’ fees, if any. However, if any party prevails on
a statutory claim that affords the prevailing party attorneys’ fees, the arbitrator may award reasonable attorneys’ fees to
the prevailing party in accordance with applicable law.


 


10.            Discovery
and Information Exchange: The arbitrator shall have discretion to order the scope of discovery and the pre-hearing exchange of information,
consistent with the JAMS rules. The parties may engage in any method of discovery as outlined in the Federal Rules of Civil Procedure
(exclusive of Rule 26(a)). Such discovery includes discovery sufficient to arbitrate adequately a claim, including access to essential
and relevant documents and witnesses and the parties expressly empower the arbitrator to issue third-party document and deposition subpoenas.
Discovery disputes are subject to the Federal Rules of Evidence and the Federal Rules of Civil Procedure.


 


11.            Subpoenas:
Each party shall have the right to subpoena witnesses and documents for the arbitration (including subpoenas to third parties for documents
and depositions) and to issue document and testimonial subpoenas to third parties.


 


12.            Injunctive
Relief: The provisions of California Code of Civil Procedure §1281.8 regarding injunctive relief and other provisional remedies shall
apply to any dispute between the parties to this agreement.


 


13.            Arbitrator
Fees and Costs: If Employee initiates the arbitration, the Company will bear the cost of the arbitrator and the administrative fees associated
with the arbitration proceeding. However, the Employee will be responsible for the portion of the initial filing fee equivalent to the
cost of a filing fee in a California Superior Court to initiate an action.


 


14.            Federal
Arbitration Act. This Agreement is made under the provisions of the Federal Arbitration Act (9 U.S.C., Section 1-14) and will be
construed and governed accordingly. Questions of arbitrability (that is whether an issue is subject to arbitration under this Agreement)
shall be decided by the arbitrator.


 


15.            Consideration:
The Company’s offer of employment to Employee, or continued employment of Employee, and the mutual promises of the Company and Employee
to arbitrate claims covered by this Agreement rather than to litigate them, provide good and sufficient consideration for this Agreement.


 


16.            Construction:
Should any part of this Agreement be found to be unenforceable, such portion shall be severed from the Agreement, and the remaining portions
shall continue to be enforceable.


 


17.            Sole
and Entire Agreement: This Agreement expresses the entire Agreement of the parties concerning the subject matter hereof and there are
no other agreements, oral or written, concerning arbitration, except as provided herein. This Agreement is not, and shall not be construed
to create any contract of employment, express or implied.


 






    A-3 


     


    

 


18.            Requirements
for Modification or Revocation: This Agreement to arbitrate shall survive the termination of Employee’s employment. It can only
be revoked or modified by a writing signed by the Chief Executive Officer of the Company and Employee, which specifically states an intent
to revoke or modify this Agreement.


 


Feedback.
The Company desires this Agreement to be as clear and as straightforward as possible given the important subject matter. If you have any
questions about this Agreement or have any suggestions on how the Company can modify it to improve your or your colleagues’
understanding of its terms, please feel free to contact your supervisor or any manager or authorized Company officer at any time.


 


You are not obligated to enter into this Agreement.
You also have the opportunity to request changes to this Agreement before you sign it. Please bring any such requested changes
to the attention of the Company before you sign it.


 


By signing below, you represent:


 


		·	You have carefully read this agreement, you understand its terms and you agree that all changes you have
requested (if any) have been made to this Agreement.



 


		·	You have been given the opportunity to consult with legal counsel about this Agreement.



 


		·	You have been given sufficient time to read and understand this Agreement before signing it.



 


	 	 	 
	Len Liptak	 	 Date
	 	 	 
	ProSomnus Sleep Technologies, Inc.	 	 
	 	 	 
	 	 	 
	By:	 	 Date
	Its:	 	 




 






    A-4