Exhibit 10.4


 


REGISTRATION
RIGHTS AGREEMENT


 


THIS REGISTRATION RIGHTS AGREEMENT
(this “Agreement”) is made and entered into as of December 6, 2022 by and among (i) Lakeshore Acquisition
I Corp., a Cayman Islands exempted company (which shall reincorporate as a Delaware corporation in connection with the consummation
of the transactions contemplated under the Merger Agreement (as defined below) (together with its successors, including after the Reincorporation
(as defined in the Merger Agreement), “Purchaser”), and (ii) the undersigned parties listed under Investor
on the signature page hereto (each such party, together with any person or entity who hereafter becomes a party to this Agreement
pursuant to Section 6.2 of this Agreement, an “Investor” and collectively the “Investors”).


 


WHEREAS,
on May 9, 2022, (i) Purchaser, (ii) LAAA Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of Purchaser
(“Merger Sub”), (iii) RedOne Investment Limited, a British Virgin Islands company, in the capacity as the
representative from and after the Effective Time (as defined in the Merger Agreement) for the stockholders of the Purchaser (other than
the Company Security Holders (as defined in the Merger Agreement) as of immediately prior to the Effective Time and their successors and
assignees) in accordance with the terms and conditions of the Merger Agreement (the “Purchaser Representative”),
(iv) HGP II, LLC, a Delaware limited liability company, in the capacity as the representative from and after the Effective Time for
the Company Stockholders (as defined below) as of immediately prior to the Effective Time in accordance with the terms and conditions
of the Merger Agreement (the “Seller Representative”), and (v) ProSomnus Holdings Inc., a Delaware corporation
(the “Company”), entered into that certain Agreement and Plan of Merger (as amended from time to time in accordance
with the terms thereof, the “Merger Agreement”);


 


WHEREAS,
pursuant to the Merger Agreement, subject to the terms and conditions thereof, upon the consummation of the transactions contemplated
thereby (the “Closing”), among other matters, Merger Sub will merge with and into the Company, with the Company
continuing as the surviving entity and a wholly-owned subsidiary of Purchaser, and with the Investors, as stockholders of the Company,
receiving shares of the Purchaser’s Common Stock (the “Merger Consideration Shares”), all upon the terms
and subject to the conditions set forth in the Merger Agreement and in accordance with the provisions of applicable law;


 


WHEREAS,
in connection with the Closing, the Investors will enter into a lock-up agreement with Purchaser and the Purchaser Representative (as
amended from time to time in accordance with the terms thereof, a “Lock-Up Agreement”), pursuant to which the
Investors will agree not to transfer the Merger Consideration Shares for a certain period of time after the Closing as stated in the Lock-Up
Agreement; and


 


WHEREAS,
the parties desire to enter into this Agreement to provide the Investors with certain rights relating to the registration of the Merger
Consideration Shares received by the Investors under the Merger Agreement, including any additional Merger Consideration Shares issued
after the Closing pursuant to Section 1.17 of the Merger Agreement.


 


NOW,
THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:


 


1.
DEFINITIONS. Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in
the Merger Agreement. The following capitalized terms used herein have the following meanings:


 


“Agreement”
means this Agreement, as amended, restated, supplemented, or otherwise modified from time to time.


 


“Closing”
is defined in the recitals to this Agreement.


 


“Company”
is defined in the recitals to this Agreement.


 


“Demand Registration”
is defined in Section 2.1.1.


 


“Demanding Holder”
is defined in Section 2.1.1.


  



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“Exchange Act”
means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder, all
as the same shall be in effect at the time.


 


“Founder Registration
Rights Agreement” means that certain Registration Rights Agreement, dated as of June 10, 2021, by and among Purchaser
and the investors included on the signature page thereto.


 


“Founder Securities”
means those securities included in the definition of “Registrable Security” specified in the Founder Registration Rights Agreement.


 


“Indemnified Party”
is defined in Section 4.3.


 


“Indemnifying
Party” is defined in Section 4.3.


 


“Investors”
is defined in the preamble to this Agreement, and includes any transferee of the Registrable Securities (so long as they remain Registrable
Securities) of an Investor permitted under this Agreement and the Lock-Up Agreement.


 


“Investor Indemnified
Party” is defined in Section 4.1.


 


“Lock-Up Agreement”
is defined in the recitals to this Agreement.


 


“Maximum Number
of Securities” is defined in Section 2.1.4.


 


“Merger Agreement”
is defined in the recitals to this Agreement.


 


“Piggy-Back Registration”
is defined in Section 2.2.1.





 


“PIPE Investment”
is defined in the Merger Agreement.


 


“Pro Rata”
is defined in Section 2.1.4.


 


“Proceeding”
is defined in Section 6.9.


 


“Purchaser”
is defined in the preamble to this Agreement, and shall include Purchaser’s successors by merger, acquisition, reorganization or
otherwise.


 


“Purchaser Common
Stock” means the shares of common stock of the Purchaser following consummation of the Reincorporation.


 


“Register,”
 “Registered” and “Registration” mean a registration or offering effected by preparing
and filing a registration statement or similar document in compliance with the requirements of the Securities Act, and the applicable
rules and regulations promulgated thereunder, and such registration statement becoming effective.


 


“Registrable Securities”
means all of the Merger Consideration Shares and shares of Purchaser Common Stock beneficially owned by the Investors, including any shares
issued after the Closing pursuant to Section 1.17 of the Merger Agreement. Registrable Securities also include any warrants,
capital shares or other securities of Purchaser issued as a dividend, stock split or other distribution with respect to or in exchange
for or in replacement of the foregoing securities or otherwise in connection with a combination of shares, distribution, recapitalization,
merger, consolidation, other reorganization or other similar event with respect to the Purchaser Common Stock. As to any particular Registrable
Securities, such securities shall cease to be Registrable Securities when: (a) a Registration Statement with respect to the sale
of such securities shall have become effective under the Securities Act and such securities shall have been sold, transferred, disposed
of or exchanged in accordance with such Registration Statement; (b) such securities shall have been otherwise transferred, new certificates
for them not bearing a legend restricting further transfer shall have been delivered by Purchaser and subsequent public distribution of
them shall not require registration under the Securities Act; (c) such securities shall have ceased to be outstanding; (d) such
securities are freely saleable under Rule 144 without volume limitations; or (e) such securities have been sold to, or through,
a broker, dealer or underwriter in a public distribution or other public securities transaction. Notwithstanding anything to the contrary
contained herein, securities shall only be “Registrable Securities” under this Agreement if they are held by an Investor or
a transferee of an Investor permitted under this Agreement and the Lock-Up Agreement.


 



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“Registration
Statement” means a registration statement filed by Purchaser with the SEC in compliance with the Securities Act and the
rules and regulations promulgated thereunder for a public offering and sale of equity securities, or securities or other obligations
exercisable or exchangeable for, or convertible into, equity securities (other than a registration statement on Form S-4 or Form S-8,
or their successors, or any registration statement covering only securities proposed to be issued in exchange for securities or assets
of another entity).


 


“Rule 144”
means Rule 144 promulgated under the Securities Act or any successor rule thereto.


 


“SEC”
means the United States Securities and Exchange Commission or any successor thereto.


 


“Securities Act”
means the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder, all as the
same shall be in effect at the time.


 


“Short Form Registration”
is defined in Section 2.3.


 


“Specified Courts”
is defined in Section 6.9.


 


“Underwriter”
means a securities dealer who purchases any Registrable Securities as principal in an underwritten offering and not as part of such dealer’s
market-making activities.


 


2.
REGISTRATION RIGHTS.


 


2.1 Demand Registration.


 


2.1.1 Request for Registration.
Subject to this Section 2.1.1 and Section 2.4, at any time and from time to time after the Closing, Investors
holding a majority-in-interest of the Registrable Securities then issued and outstanding may make a written demand for registration under
the Securities Act of all or part of their Registrable Securities (a “Demand Registration”). Any demand for
a Demand Registration shall specify the number of Registrable Securities proposed to be sold and the intended method(s) of distribution
thereof. Within thirty (30) days following receipt of any request for a Demand Registration, Purchaser will notify all other Investors
holding Registrable Securities of the demand, and each Investor holding Registrable Securities who wishes to include all or a portion
of such Investor’s Registrable Securities in the Demand Registration (each such Investor including shares of Registrable Securities
in such registration, a “Demanding Holder”) shall so notify Purchaser within fifteen (15) days after the receipt
by the Investor of the notice from Purchaser. Upon any such request, the Demanding Holders shall be entitled to have their Registrable
Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1.
Purchaser shall not be obligated to effect more than an aggregate of three (3) Demand Registrations under this Section 2.1.1
in respect of all Registrable Securities.


 


2.1.2 Effective Registration.
A Registration will not count as a Demand Registration until the Registration Statement filed with the SEC with respect to such Demand
Registration has been declared effective and Purchaser has complied in all material respects with its obligations under this Agreement
with respect thereto; provided, however, that if, after such Registration Statement has been declared effective, the offering of Registrable
Securities pursuant to a Demand Registration is interfered with by any stop order or injunction of the SEC or any other governmental
agency or court, the Registration Statement with respect to such Demand Registration will be deemed not to have been declared effective,
unless and until, (i) such stop order or injunction is removed, rescinded or otherwise terminated, and (ii) a majority-in-interest
of the Demanding Holders thereafter elect to continue with such Registration and accordingly notify Purchaser in writing, but in no event
later than five (5) days, of such election; provided, further, that Purchaser shall not be obligated to file a second Registration
Statement until a Registration Statement that has been filed is counted as a Demand Registration or is terminated.


 



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2.1.3 Underwritten Offering.
If a majority-in-interest of the Demanding Holders so elect and advise Purchaser as part of their written demand for a Demand Registration,
the offering of such Registrable Securities pursuant to such Demand Registration shall be in the form of an underwritten offering. In
such event, the right of any Demanding Holder to include its Registrable Securities in such registration shall be conditioned upon such
Demanding Holder’s participation in such underwritten offering and the inclusion of such Demanding Holder’s Registrable Securities
in the underwritten offering to the extent provided herein. All Demanding Holders proposing to distribute their Registrable Securities
through such underwritten offering shall enter into an underwriting agreement in customary form with the Underwriter or Underwriters selected
for such underwritten offering by a majority-in-interest of the Investors initiating the Demand Registration and reasonably acceptable
to Purchaser.


 


2.1.4 Reduction of Offering.
If the managing Underwriter or Underwriters for a Demand Registration that is to be an underwritten offering, in good faith, advises Purchaser
and the Demanding Holders in writing that the dollar amount or number of Registrable Securities which the Demanding Holders desire to
sell, taken together with all other shares of Purchaser Common Stock or other securities which Purchaser desires to sell and the shares
of Purchaser Common Stock or other securities, if any, as to which Registration by Purchaser has been requested pursuant to written contractual
piggy-back registration rights held by other security holders of Purchaser who desire to sell, exceeds the maximum dollar amount or maximum
number of shares that can be sold in such offering without adversely affecting the proposed offering price, the timing, the distribution
method, or the probability of success of such offering (such maximum dollar amount or maximum number of securities, as applicable, the
 “Maximum Number of Securities”), then Purchaser shall include in such Registration: (i) first, the Registrable
Securities as to which Demand Registration has been requested by the Demanding Holders and the Founder Securities for the account of any
Persons who have exercised demand registration rights pursuant to the Founder Registration Rights Agreement during the period under which
the Demand Registration hereunder is ongoing (all pro rata in accordance with the number of securities that each applicable Person has
requested be included in such registration, regardless of the number of securities held by each such Person, as long as they do not request
to include more securities than they own (such proportion is referred to herein as “Pro Rata”)) that can be
sold without exceeding the Maximum Number of Securities; (ii) second, to the extent that the Maximum Number of Securities has not
been reached under the foregoing clause (i) the Registrable Securities of Investors as to which registration has been requested pursuant
to Section 2.2 and the Founder Securities as to which registration has been requested pursuant to the applicable written contractual
piggy-back registration rights of the Founder Registration Rights Agreement, Pro Rata among the holders thereof based on the number of
securities requested by such holders to be included in such registration, that can be sold without exceeding the Maximum Number of Securities;
(iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii),
the shares of Purchaser Common Stock or other securities that Purchaser desires to sell that can be sold without exceeding the Maximum
Number of Securities; and (iv) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing
clauses (i), (ii) and (iii), the shares of Purchaser Common Stock or other securities for the account of other Persons that Purchaser
is obligated to register pursuant to written contractual arrangements with such Persons that can be sold without exceeding the Maximum
Number of Securities. In the event that Purchaser securities that are convertible into shares of Purchaser Common Stock are included in
the offering, the calculations under this Section 2.1.4 shall include such Purchaser securities on an as-converted to Purchaser
Common Stock basis.


 


2.1.5 Withdrawal. A Demanding
Holder may withdraw all or any portion of their Registrable Securities included in a Demand Registration from such Demand Registration
at any time prior to the effectiveness of the Demand Registration Statement. If a majority-in-interest of the Demanding Holders disapprove
of the terms of any underwritten offering or are not entitled to include all of their Registrable Securities in any offering, such majority-in-interest
of the Demanding Holders may elect to withdraw from such offering by giving written notice to Purchaser and the Underwriter or Underwriters
of their request to withdraw prior to the effectiveness of the Registration Statement filed with the SEC with respect to such Demand Registration.
If the majority-in-interest of the Demanding Holders withdraws from a proposed offering relating to a Demand Registration in such event,
then such registration shall not count as a Demand Registration provided for in Section 2.1.


 


2.2 Piggy-Back Registration.


 


2.2.1 Piggy-Back Rights.
Subject to Section 2.4, if at any time after the Closing Purchaser proposes to file a Registration Statement under the Securities
Act with respect to the Registration of or an offering of equity securities, or securities or other obligations exercisable or exchangeable
for, or convertible into, equity securities, by Purchaser for its own account or for security holders of Purchaser for their account (or
by Purchaser and by security holders of Purchaser including pursuant to Section 2.1), other than a Registration Statement
(i) filed in connection with any employee share option or other benefit plan, (ii) for an exchange offer or offering of securities
solely to Purchaser’s existing security holders, (iii) for an offering of debt that is convertible into equity securities of
Purchaser, or (iv) for a dividend reinvestment plan, then Purchaser shall (x) give written notice of such proposed filing to
Investors holding Registrable Securities as soon as practicable but in no event less than ten (10) days before the anticipated filing
date or confidential submission date, which notice shall describe the amount and type of securities to be included in such Registration
or offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, of
the offering, and (y) offer to Investors holding Registrable Securities in such notice the opportunity to register the sale of such
number of Registrable Securities as such Investors may request in writing within five (5) days following receipt of such notice (a
 “Piggy-Back Registration”). To the extent permitted by applicable securities laws with respect to such registration
by Purchaser or another demanding security holder, Purchaser shall use its best efforts to cause (i) such Registrable Securities
to be included in such registration and (ii) the managing Underwriter or Underwriters of a proposed underwritten offering to permit
the Registrable Securities requested to be included in a Piggy-Back Registration on the same terms and conditions as any similar securities
of Purchaser and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of
distribution thereof. All Investors holding Registrable Securities proposing to distribute their securities through a Piggy-Back Registration
that involves an Underwriter or Underwriters shall enter into an underwriting agreement in customary form with the Underwriter or Underwriters
selected for such Piggy-Back Registration.


 



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2.2.2 Reduction of Offering.
If the managing Underwriter or Underwriters for a Piggy-Back Registration that is to be an underwritten offering, in good faith, advises
Purchaser and Investors holding Registrable Securities proposing to distribute their Registrable Securities through such Piggy-Back Registration
in writing that the dollar amount or number of shares of Purchaser Common Stock or other Purchaser securities which Purchaser desires
to sell, taken together with the shares of Purchaser Common Stock or other Purchaser securities, if any, as to which registration has
been demanded pursuant to written contractual arrangements with Persons other than the Investors holding Registrable Securities hereunder,
the Registrable Securities as to which registration has been requested under this Section 2.2, and the shares of Purchaser
Common Stock or other Purchaser securities, if any, as to which registration has been requested pursuant to the written contractual piggy-back
registration rights of other security holders of Purchaser, exceeds the Maximum Number of Securities, then Purchaser shall include in
any such registration:


 


(a) If the registration
is undertaken for Purchaser’s account: (i) first, the shares of Purchaser Common Stock or other securities that Purchaser desires
to sell that can be sold without exceeding the Maximum Number of Securities; (ii) second, to the extent that the Maximum Number of
Securities has not been reached under the foregoing clause (i), the Registrable Securities of Investors as to which registration has been
requested pursuant to this Section 2.2 and the Founder Securities as to which registration has been requested pursuant to
the applicable written contractual piggy-back registration rights under the Founder Registration Rights Agreement, Pro Rata among the
holders thereof based on the number of securities requested by such holders to be included in such registration, that can be sold without
exceeding the Maximum Number of Securities; and (iii) third, to the extent that the Maximum Number of Securities has not been reached
under the foregoing clauses (i) and (ii), the shares of Purchaser Common Stock or other equity securities for the account of other
Persons that Purchaser is obligated to register pursuant to separate written contractual arrangements with such Persons that can be sold
without exceeding the Maximum Number of Securities;


 


(b) If the registration
is a “demand” registration undertaken at the demand of Demanding Holders pursuant to Section 2.1: (i) first,
the shares of Purchaser Common Stock or other securities for the account of the Demanding Holders and the Founder Securities for the account
of any Persons who have exercised demand registration rights pursuant to the Founder Registration Rights Agreement during the period under
which the Demand Registration hereunder is ongoing, Pro Rata among the holders thereof based on the number of securities requested by
such holders to be included in such registration, that can be sold without exceeding the Maximum Number of Securities; (ii) second,
to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), the Registrable Securities of
Investors as to which registration has been requested pursuant to this Section 2.2 and the Founder Securities as to which
registration has been requested pursuant to the applicable written contractual piggy-back registration rights under the Founder Registration
Rights Agreement, Pro Rata among the holders thereof based on the number of securities requested by such holders to be included in such
registration, that can be sold without exceeding the Maximum Number of Securities; (iii) third, to the extent that the Maximum Number
of Securities has not been reached under the foregoing clauses (i) and (ii), the shares of Purchaser Common Stock or other securities
that Purchaser desires to sell that can be sold without exceeding the Maximum Number of Securities; and (iv) fourth, to the extent
that the Maximum Number of Securities has not been reached under the foregoing clauses (i), (ii) and (iii), the shares of Purchaser
Common Stock or other equity securities for the account of other Persons that Purchaser is obligated to register pursuant to separate
written contractual arrangements with such Persons that can be sold without exceeding the Maximum Number of Securities;


 



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(c) If the registration
is a “demand” registration undertaken at the demand of holders of Founder Securities under the Founder Registration Rights
Agreement: (i) first, the Founder Securities for the account of the demanding holders and the Registrable Securities for the account
of Demanding Holders who have exercised demand registration rights pursuant to Section 2.1 during the period under which the
demand registration under the Founder Registration Rights Agreement is ongoing, Pro Rata among the holders thereof based on the number
of securities requested by such holders to be included in such registration, that can be sold without exceeding the Maximum Number of
Securities; (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i),
the Registrable Securities of Investors as to which registration has been requested pursuant to this Section 2.2 and the Founder
Securities as to which registration has been requested pursuant to the applicable written contractual piggy-back registration rights under
the Founder Registration Rights Agreement, Pro Rata among the holders thereof based on the number of securities requested by such holders
to be included in such registration, that can be sold without exceeding the Maximum Number of Securities; (iii) third, to the extent
that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), the shares of Purchaser Common
Stock or other securities that Purchaser desires to sell that can be sold without exceeding the Maximum Number of Securities; and (iv) fourth,
to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i), (ii) and (iii), the shares
of Purchaser Common Stock or other equity securities for the account of other Persons that Purchaser is obligated to register pursuant
to separate written contractual arrangements with such Persons that can be sold without exceeding the Maximum Number of Securities; and


 


(d) If the registration
is a “demand” registration undertaken at the demand of Persons other than either Demanding Holders under Section 2.1
or the holders of Founder Securities exercising demand registration rights under the Founder Registration Rights Agreement: (i) first,
the shares of Purchaser Common Stock or other securities for the account of the demanding Persons that can be sold without exceeding the
Maximum Number of Securities; (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing
clause (i) the Registrable Securities of Investors as to which registration has been requested pursuant to this Section 2.2
and the Founder Securities as to which registration has been requested pursuant to the applicable written contractual piggy-back registration
rights under the Founder Registration Rights Agreement, Pro Rata among the holders thereof based on the number of securities requested
by such holders to be included in such registration, that can be sold without exceeding the Maximum Number of Securities; (iii) third,
to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), the shares of
Purchaser Common Stock or other securities that Purchaser desires to sell that can be sold without exceeding the Maximum Number of Securities;
and (iv) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i), (ii) and
(iii), the shares of Purchaser Common Stock or other equity securities for the account of other Persons that Purchaser is obligated to
register pursuant to separate written contractual arrangements with such Persons that can be sold without exceeding the Maximum Number
of Securities.


 





In the event that Purchaser securities that are
convertible into shares of Purchaser Common Stock are included in the offering, the calculations under this Section 2.2.2
shall include such Purchaser securities on an as-converted to Purchaser Common Stock basis.


 


2.2.3 Withdrawal. Any
Investor holding Registrable Securities may elect to withdraw such Investor’s request for inclusion of Registrable Securities in
any Piggy-Back Registration by giving written notice to Purchaser of such request to withdraw prior to the effectiveness of the Registration
Statement. Purchaser (whether on its own determination or as the result of a withdrawal by Persons making a demand pursuant to written
contractual obligations) may withdraw a Registration Statement at any time prior to the effectiveness of such Registration Statement without
any liability to the applicable Investor, subject to the next sentence and the provisions of Section 4. Notwithstanding any
such withdrawal, Purchaser shall pay all expenses incurred in connection with such Piggy-Back Registration as provided in Section 3.3
(subject to the limitations set forth therein) by Investors holding Registrable Securities that requested to have their Registrable Securities
included in such Piggy-Back Registration.


 



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2.3 Short Form Registrations.
After the Closing, subject to Section 2.4, Investors holding Registrable Securities may at any time and from time to
time, request in writing that Purchaser register the resale of any or all of such Registrable Securities on Form S-3 or any similar
short-form registration which may be available at such time and applicable to such Investor’s Registrable Securities (“Short
Form Registration”); provided, however, that Purchaser shall not be obligated to effect such request through an underwritten
offering. Upon receipt of such written request, Purchaser will promptly give written notice of the proposed registration to all other
Investors holding Registrable Securities, and, as soon as practicable thereafter, effect the registration of all or such portion of such
Investors’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities,
if any, of any other Investors joining in such request as are specified in a written request given within fifteen (15) days after receipt
of such written notice from Purchaser; provided, however, that Purchaser shall not be obligated to effect any such registration pursuant
to this Section 2.3: (i) if Short Form Registration is not available to Purchaser for such offering; or (ii) if
Investors holding Registrable Securities, together with the holders of any other securities of Purchaser entitled to inclusion in such
registration, propose to sell Registrable Securities and such other securities (if any) at any aggregate price to the public of less than
$500,000. Registrations effected pursuant to this Section 2.3 shall not be counted as Demand Registrations effected pursuant
to Section 2.1.


  


2.4 Restriction of Offerings.
Notwithstanding anything to the contrary contained in this Agreement, the Investors shall not be entitled to request, and Purchaser shall
not be obligated to effect, or to take any action to effect, any registration (including any Demand Registration but not including Piggy-Back
Registration) pursuant to this Section 2 with respect to any Registrable Securities that are subject to the transfer restrictions
under the Lock-Up Agreement.


 


3.
REGISTRATION PROCEDURES.


 


3.1 Filings; Information.
Whenever Purchaser is required to effect the registration of any Registrable Securities pursuant to Section 2, Purchaser shall
use its best efforts to effect the registration and sale of such Registrable Securities in accordance with the intended method(s) of
distribution thereof as expeditiously as practicable, and in connection with any such request:


 


3.1.1 Filing Registration
Statement. Purchaser shall use its best efforts to, as expeditiously as possible after receipt of a request for a Demand Registration
pursuant to Section 2.1, prepare and file with the SEC a Registration Statement on any form for which Purchaser then qualifies
or which counsel for Purchaser shall deem appropriate and which form shall be available for the sale of all Registrable Securities to
be registered thereunder in accordance with the intended method(s) of distribution thereof, and shall use its reasonable efforts
to cause such Registration Statement to become effective and use its reasonable efforts to keep it effective for the period required by
Section 3.1.3; provided, however, that Purchaser shall have the right to defer any Demand Registration for up
to sixty (60) days, and any Piggy-Back Registration for such period as may be applicable to deferment of any demand registration to which
such Piggy-Back Registration relates, in each case if Purchaser shall furnish to Investors requesting to include their Registrable Securities
in such registration a certificate signed by the Chief Executive Officer, Chief Financial Officer or Chairman of Purchaser stating that,
in the good faith judgment of the Board of Directors of Purchaser, it would be materially detrimental to Purchaser and its shareholders
for such Registration Statement to be effected at such time or the filing would require premature disclosure of material information which
is not in the interests of Purchaser to disclose at such time; provided further, however, that Purchaser shall not have the right to exercise
the right set forth in the immediately preceding proviso more than twice in any 365-day period in respect of a Demand Registration hereunder.


 


3.1.2 Copies. Purchaser
shall, prior to filing a Registration Statement or prospectus, or any amendment or supplement thereto, furnish without charge to Investors
holding Registrable Securities included in such registration, and such Investors’ legal counsel, copies of such Registration Statement
as proposed to be filed, each amendment and supplement to such Registration Statement (in each case including all exhibits thereto and
documents incorporated by reference therein), the prospectus included in such Registration Statement (including each preliminary prospectus),
and such other documents as Investors holding Registrable Securities included in such registration or legal counsel for any such Investors
may request in order to facilitate the disposition of the Registrable Securities owned by such Investors.


 



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3.1.3 Amendments and Supplements.
Purchaser shall prepare and file with the SEC such amendments, including post-effective amendments, and supplements to such Registration
Statement and the prospectus used in connection therewith as may be necessary to keep such Registration Statement effective and in compliance
with the provisions of the Securities Act until all Registrable Securities and other securities covered by such Registration Statement
have been disposed of in accordance with the intended method(s) of distribution set forth in such Registration Statement or such
securities have been withdrawn or until such time as the Registrable Securities cease to be Registrable Securities as defined by this
Agreement.


 


3.1.4 Reporting Obligations.
As long as any Investors shall own Registrable Securities, the Purchaser, at all times while it shall be a reporting company under
the Exchange Act, covenants to file timely (or obtain extensions in respect thereof and file within the applicable grace period) all
reports required to be filed by the Purchaser after the date hereof pursuant to Sections 13(a) or 15(d) of the Exchange Act
and to promptly furnish the Holders with true and complete copies of all such filings; provided that any documents publicly filed or
furnished with the Commission pursuant to the Electronic Data Gathering, Analysis and Retrieval System shall be deemed to have been furnished
or delivered to the Holders pursuant to this Section 3.1.4.


 


3.1.5 Other Obligations.
In connection with a sale or transfer of Registrable Securities exempt from Section 5 of the Securities Act or through any
broker-dealer transactions described in the plan of distribution set forth within the prospectus included in the Registration Statement,
the Purchaser shall, subject to the receipt of the any customary documentation reasonably required from the applicable Investors in connection
therewith, (a) promptly instruct its transfer agent to remove any restrictive legends applicable to the Registrable Securities being
sold or transferred and (b) cause its legal counsel to deliver the necessary legal opinions, if any, to the transfer agent in connection
with the instruction under subclause (a). In addition, the Purchaser shall cooperate reasonably with, and take such customary actions
as may reasonably be requested by the Holders, in connection with the aforementioned sales or transfers.


 


3.1.4 Notification. After
the filing of a Registration Statement, Purchaser shall promptly, and in no event more than five (5) Business Days after such filing,
notify Investors holding Registrable Securities included in such Registration Statement of such filing, and shall further notify such
Investors promptly and confirm such advice in writing in all events within five (5) Business Days after the occurrence of any of
the following: (i) when such Registration Statement becomes effective; (ii) when any post-effective amendment to such Registration
Statement becomes effective; (iii) the issuance or threatened issuance by the SEC of any stop order (and Purchaser shall take all
actions required to prevent the entry of such stop order or to remove it if entered); and (iv) any request by the SEC for any amendment
or supplement to such Registration Statement or any prospectus relating thereto or for additional information or of the occurrence of
an event requiring the preparation of a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers
of the securities covered by such Registration Statement, such prospectus will not contain an untrue statement of a material fact or omit
to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and promptly make
available to Investors holding Registrable Securities included in such Registration Statement any such supplement or amendment; except
that before filing with the SEC a Registration Statement or prospectus or any amendment or supplement thereto, including documents incorporated
by reference, Purchaser shall furnish to Investors holding Registrable Securities included in such Registration Statement and to the legal
counsel for any such Investors, copies of all such documents proposed to be filed sufficiently in advance of filing to provide such Investors
and legal counsel with a reasonable opportunity to review such documents and comment thereon; provided that such Investors and their legal
counsel must provide any comments promptly (and in any event within five (5) Business Days) after receipt of such documents.


 


3.1.5 State Securities Laws
Compliance. Purchaser shall use its reasonable efforts to (i) register or qualify the Registrable Securities covered by the Registration
Statement under such securities or “blue sky” laws of such jurisdictions in the United States as Investors holding Registrable
Securities included in such Registration Statement (in light of their intended plan of distribution) may reasonably request and (ii) take
such action necessary to cause such Registrable Securities covered by the Registration Statement to be registered with or approved by
such other governmental authorities as may be necessary by virtue of the business and operations of Purchaser and do any and all other
acts and things that may be necessary or advisable to enable Investors holding Registrable Securities included in such Registration Statement
to consummate the disposition of such Registrable Securities in such jurisdictions; provided, however, that Purchaser shall
not be required to qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this
paragraph or take any action to which it would be subject to general service of process or to taxation in any such jurisdiction where
it is not then otherwise subject.


 



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3.1.6 Agreements for Disposition.
To the extent required by the underwriting agreement or similar agreements, Purchaser shall enter into reasonable customary agreements
(including, if applicable, an underwriting agreement in customary form) and take such other actions as are reasonably required in order
to expedite or facilitate the disposition of such Registrable Securities. The representations, warranties and covenants of Purchaser in
any underwriting agreement which are made to or for the benefit of any Underwriters, to the extent applicable, shall also be made to and
for the benefit of Investors holding Registrable Securities included in such Registration Statement. No Investor holding Registrable Securities
included in such Registration Statement shall be required to make any representations or warranties in the underwriting agreement except,
if applicable, with respect to such Investor’s organization, good standing, authority, title to Registrable Securities, lack of
conflict of such sale with such Investor’s material agreements and organizational documents, and with respect to written information
relating to such Investor that such Investor has furnished in writing expressly for inclusion in such Registration Statement.


 


3.1.7 Cooperation. The
principal executive officer of Purchaser, the principal financial officer of Purchaser, the principal accounting officer of Purchaser
and all other officers and members of the management of Purchaser shall reasonably cooperate in any offering of Registrable Securities
hereunder, which cooperation shall include the preparation of the Registration Statement with respect to such offering and all other offering
materials and related documents, and participation in meetings with Underwriters, attorneys, accountants and potential investors.


 


3.1.8 Records. Purchaser
shall make available for inspection by Investors holding Registrable Securities included in such Registration Statement, any Underwriter
participating in any disposition pursuant to such Registration Statement and any attorney, accountant or other professional retained by
any Investor holding Registrable Securities included in such Registration Statement or any Underwriter, all financial and other records,
pertinent corporate documents and properties of Purchaser, as shall be reasonably necessary to enable them to exercise their due diligence
responsibility, and cause Purchaser’s officers, directors and employees to supply all information reasonably requested by any of
them in connection with such Registration Statement; provided that Purchaser may require execution of a reasonable confidentiality agreement
prior to sharing any such information.


 


3.1.9 Opinions and Comfort
Letters. Purchaser shall obtain from its counsel and accountants to provide customary legal opinions and customary comfort letters,
to the extent so reasonably required by any underwriting agreement.


 


3.1.10 Earnings Statement.
Purchaser shall comply with all applicable rules and regulations of the SEC and the Securities Act, and make available to its shareholders
if reasonably required, as soon as reasonably practicable, an earnings statement covering a period of twelve (12) months, which earnings
statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder.


 


3.1.11 Listing. Purchaser
shall use its best efforts to cause all Registrable Securities that are shares of Purchaser Common Stock included in any registration
to be listed on such national security exchange as similar securities issued by Purchaser are then listed or, if no such similar securities
are then listed, in a manner satisfactory to Investors holding a majority-in-interest of the Registrable Securities included in such
registration.


 


3.1.12 Road Show. If
the registration involves the registration of Registrable Securities involving gross proceeds in excess of $25,000,000, Purchaser shall
use its reasonable efforts to make available senior executives of Purchaser to participate in customary “road show” presentations
that may be reasonably requested by the Underwriter in any underwritten offering.


 


3.2 Obligation to Suspend
Distribution. Upon receipt of any notice from Purchaser of the happening of any event of the kind described in Section 3.1.4(iv),
or in the event that the financial statements contained in the Registration Statement become stale, or in the event that the Registration
Statement or prospectus included therein contains a misstatement of material fact or omits to state a material fact due to a bona fide
business purpose, or, in the case of a resale registration on Short Form Registration pursuant to Section 2.3 hereof,
upon any suspension by Purchaser, pursuant to a written insider trading compliance program adopted by Purchaser’s Board of Directors,
of the ability of all “insiders” covered by such program to transact in Purchaser’s securities because of the existence
of material non-public information, each Investor holding Registrable Securities included in any registration shall immediately discontinue
disposition of such Registrable Securities pursuant to the Registration Statement covering such Registrable Securities until such Investor
receives the supplemented or amended prospectus contemplated by Section 3.1.4(iv) or the Registration Statement is updated
so that the financial statements are no longer stale, or the restriction on the ability of “insiders” to transact in Purchaser’s
securities is removed, as applicable, and, if so directed by Purchaser, each such Investor will deliver to Purchaser all copies, other
than permanent file copies then in such Investor’s possession, of the most recent prospectus covering such Registrable Securities
at the time of receipt of such notice.


 



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3.3 Registration Expenses.
Subject to Section 4, Purchaser shall bear all reasonable costs and expenses incurred in connection with any Demand Registration
pursuant to Section 2.1, any Piggy-Back Registration pursuant to Section 2.2, and any registration on Short Form Registration
effected pursuant to Section 2.3, and all reasonable expenses incurred in performing or complying with its other obligations
under this Agreement, whether or not the Registration Statement becomes effective, including: (i) all registration and filing fees;
(ii) fees and expenses of compliance with securities or “blue sky” laws (including fees and disbursements of counsel
in connection with blue sky qualifications of the Registrable Securities); (iii) printing expenses; (iv) Purchaser’s internal
expenses (including all salaries and expenses of its officers and employees); (v) the fees and expenses incurred in connection with
the listing of the Registrable Securities as required by Section 3.1.11; (vi) Financial Industry Regulatory Authority
fees; (vii) fees and disbursements of counsel for Purchaser and fees and expenses for independent certified public accountants retained
by Purchaser (including the expenses or costs associated with the delivery of any opinions or comfort letters requested pursuant to Section 3.1.9);
(viii) the reasonable fees and expenses of any special experts retained by Purchaser in connection with such registration and (ix) the
reasonable fees and expenses of one legal counsel selected by Investors holding a majority-in-interest of the Registrable Securities included
in such registration for such legal counsel’s review, comment and finalization of the proposed Registration Statement and other
relevant documents. Purchaser shall have no obligation to pay any underwriting discounts or selling commissions attributable to the Registrable
Securities being sold by the holders thereof, which underwriting discounts or selling commissions shall be borne by such holders. Additionally,
in an underwritten offering, only if the Underwriters require the selling security holders and/or Purchaser to bear the expenses of the
Underwriter following good faith negotiations, all selling security holders and Purchaser shall bear the expenses of the Underwriter pro
rata in proportion to the respective amount of securities each is selling in such offering.


 


3.4 Information. Investors
holding Registrable Securities included in any Registration Statement shall provide such information as may reasonably be requested by
Purchaser, or the managing Underwriter, if any, in connection with the preparation of such Registration Statement, including amendments
and supplements thereto, in order to effect the registration of any Registrable Securities under the Securities Act pursuant to Section 2
and in connection with the obligation to comply with federal and applicable state securities laws. Investors selling Registrable Securities
in any offering must provide all questionnaires, powers of attorney, custody agreements, stock powers, and other documentation reasonably
requested by Purchaser or the managing Underwriter.


 


4.
INDEMNIFICATION AND CONTRIBUTION.


 


4.1 Indemnification by
Purchaser. Subject to the provisions of this Section 4.1 below, Purchaser agrees to indemnify and hold harmless each Investor,
and each Investor’s officers, employees, affiliates, directors, partners, members, attorneys and agents, and each Person, if any,
who controls an Investor (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) (each, an
 “Investor Indemnified Party”), from and against any expenses, losses, judgments, claims, damages or liabilities,
whether joint or several, arising out of or based upon any untrue or alleged untrue statement of a material fact contained in any Registration
Statement under which the sale of such Registrable Securities was registered under the Securities Act, any preliminary prospectus, final
prospectus or summary prospectus contained in the Registration Statement, or any amendment or supplement to such Registration Statement,
or arising out of or based upon any omission or alleged omission to state a material fact required to be stated therein or necessary to
make the statements therein not misleading, or any violation by Purchaser of the Securities Act or any rule or regulation promulgated
thereunder applicable to Purchaser and relating to action or inaction required of Purchaser in connection with any such registration (provided,
however, that the indemnity agreement contained in this Section 4.1 shall not apply to amounts paid in settlement of any such
claim, loss, damage, liability or action if such settlement is effected without the consent of Purchaser, such consent not to be unreasonably
withheld, delayed or conditioned); and Purchaser shall promptly reimburse the Investor Indemnified Party for any legal and any other expenses
reasonably incurred by such Investor Indemnified Party in connection with investigating and defending any such expense, loss, judgment,
claim, damage, liability or action; provided, however, that Purchaser will not be liable in any such case to the extent
that any such expense, loss, claim, damage or liability arises out of or is based upon any untrue or alleged untrue statement or omission
or alleged omission made in such Registration Statement, preliminary prospectus, final prospectus, or summary prospectus, or any such
amendment or supplement, in reliance upon and in conformity with information furnished to Purchaser, in writing, by such selling holder
or Investor Indemnified Party expressly for use therein. Purchaser also shall indemnify any Underwriter of the Registrable Securities,
their officers, affiliates, directors, partners, members and agents and each Person who controls such Underwriter on substantially the
same basis as that of the indemnification provided above in this Section 4.1.


 



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4.2 Indemnification by
Holders of Registrable Securities. Subject to the provisions of this Section 4.2 below, each Investor selling Registrable
Securities will, in the event that any registration is being effected under the Securities Act pursuant to this Agreement of any Registrable
Securities held by such selling Investor, indemnify and hold harmless Purchaser, each of its directors and officers and each Underwriter
(if any), and each other selling holder and each other Person, if any, who controls another selling holder or such Underwriter within
the meaning of the Securities Act, against any losses, claims, judgments, damages or liabilities, whether joint or several, insofar as
such losses, claims, judgments, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement
of a material fact contained in any Registration Statement under which the sale of such Registrable Securities was registered under the
Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained in the Registration Statement, or any amendment
or supplement to the Registration Statement, or arise out of or are based upon any omission or alleged omission to state a material fact
required to be stated therein or necessary to make the statement therein not misleading, if the statement or omission was made in reliance
upon and in conformity with information furnished in writing to Purchaser by such selling Investor expressly for use therein (provided,
however, that the indemnity agreement contained in this Section 4.2 shall not apply to amounts paid in settlement of any such
claim, loss, damage, liability or action if such settlement is effected without the consent of the indemnifying Investor, such consent
not to be unreasonably withheld, delayed or conditioned), and shall reimburse Purchaser, its directors and officers, each Underwriter
and each other selling holder or controlling Person for any legal or other expenses reasonably incurred by any of them in connection with
investigation or defending any such loss, claim, damage, liability or action. Each selling Investor’s indemnification obligations
hereunder shall be several and not joint and shall be limited to the amount of any net proceeds actually received by such selling Investor
in the applicable offering.


 


4.3 Conduct of Indemnification
Proceedings. Promptly after receipt by any Person of any notice of any loss, claim, damage or liability or any action in respect of
which indemnity may be sought pursuant to Section 4.1 or 4.2, such Person (the “Indemnified Party”)
shall, if a claim in respect thereof is to be made against any other Person for indemnification hereunder, notify such other Person (the
 “Indemnifying Party”) in writing of the loss, claim, judgment, damage, liability or action; provided, however,
that the failure by the Indemnified Party to notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability
which the Indemnifying Party may have to such Indemnified Party hereunder, except and solely to the extent the Indemnifying Party is actually
prejudiced by such failure. If the Indemnified Party is seeking indemnification with respect to any claim or action brought against the
Indemnified Party, then the Indemnifying Party shall be entitled to participate in such claim or action, and, to the extent that it wishes,
jointly with all other Indemnifying Parties, to assume control of the defense thereof with counsel satisfactory to the Indemnified Party
if the Indemnifying Party provides notice of such to the Indemnified Party within thirty (30) days of the Indemnifying Party’s receipt
of notice of such claim. After notice from the Indemnifying Party to the Indemnified Party of its election to assume control of the defense
of such claim or action, the Indemnifying Party shall not be liable to the Indemnified Party for any legal or other expenses subsequently
incurred by the Indemnified Party in connection with the defense thereof other than reasonable costs of investigation; provided, however,
that in any action in which both the Indemnified Party and the Indemnifying Party are named as defendants, the Indemnified Party shall
have the right to employ separate counsel (but no more than one such separate counsel) to represent the Indemnified Party and its controlling
Persons who may be subject to liability arising out of any claim in respect of which indemnity may be sought by the Indemnified Party
against the Indemnifying Party, with the fees and expenses of such counsel to be paid by such Indemnifying Party if, based upon the written
opinion of counsel of such Indemnified Party, representation of both parties by the same counsel would be inappropriate due to actual
or potential differing interests between them. No Indemnifying Party shall, without the prior written consent of the Indemnified Party
(acting reasonably), consent to entry of judgment or effect any settlement of any claim or pending or threatened proceeding in respect
of which the Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party,
unless such judgment or settlement includes an unconditional release of such Indemnified Party from all liability arising out of such
claim or proceeding.


 



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4.4 Contribution.


 


4.4.1 If the indemnification
provided for in the foregoing Sections 4.1, 4.2 and 4.3 is unavailable to any Indemnified Party in respect of any
loss, claim, damage, liability or action referred to herein, then each such Indemnifying Party, in lieu of indemnifying such Indemnified
Party, shall contribute to the amount paid or payable by such Indemnified Party as a result of such loss, claim, damage, liability or
action in such proportion as is appropriate to reflect the relative fault of the Indemnified Parties and the Indemnifying Parties in connection
with the actions or omissions which resulted in such loss, claim, damage, liability or action, as well as any other relevant equitable
considerations. The relative fault of any Indemnified Party and any Indemnifying Party shall be determined by reference to, among other
things, whether the untrue statement of a material fact or the omission to state a material fact relates to information supplied by such
Indemnified Party or such Indemnifying Party and the parties’ relative intent, knowledge, access to information and opportunity
to correct or prevent such statement or omission.


 


4.4.2 The parties hereto agree
that it would not be just and equitable if contribution pursuant to this Section 4.4 were determined by pro rata allocation
or by any other method of allocation which does not take account of the equitable considerations referred to in the immediately preceding
Section 4.4.1.


 


4.4.3 The amount paid or payable
by an Indemnified Party as a result of any loss, claim, damage, liability or action referred to in the immediately preceding paragraph
shall be deemed to include, subject to the limitations set forth above, any legal or other expenses incurred by such Indemnified Party
in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 4.4,
no Investor holding Registrable Securities shall be required to contribute any amount in excess of the dollar amount of the net proceeds
(after payment of any underwriting fees, discounts, commissions or taxes) actually received by such Investor from the sale of Registrable
Securities which gave rise to such contribution obligation. Any contributions obligation of the Investors shall be several and not joint.
No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled
to contribution from any Person who was not guilty of such fraudulent misrepresentation.


 


5.
RULE 144 AND 145.


 


5.1 Rule 144 and
145. Purchaser covenants that it shall file any reports required to be filed by it under the Securities Act and the Exchange Act
and shall take such further action as Investors holding Registrable Securities may reasonably request, all to the extent required from
time to time to enable such Investors to sell Registrable Securities without registration under the Securities Act within the limitation
of the exemptions provided by Rule 144 and 145 under the Securities Act, as such Rule 144 and 145 may be amended from time
to time, or any similar rule or regulation hereafter adopted by the SEC.


 


6.
MISCELLANEOUS.


 


6.1 Other Registration
Rights. Purchaser represents and warrants that as of the date of this Agreement, no Person, other than the holders of (i) Registrable
Securities, (ii) Founder Securities and (iii) securities acquired in the PIPE Investment, has any right to require Purchaser
to register any of Purchaser’s share capital for sale or to include Purchaser’s share capital in any registration filed by
Purchaser for the sale of share capital for its own account or for the account of any other Person. The Investors hereby acknowledge that
Purchaser has granted resale registration rights to holders of PIPE Securities in the PIPE Subscription Agreements, and that nothing herein
shall restrict the ability of Purchaser to fulfill its resale registration obligations under the PIPE Subscription Agreements.


 


6.2 Assignment; No Third
Party Beneficiaries. This Agreement and the rights, duties and obligations of Purchaser hereunder may not be assigned or delegated
by Purchaser in whole or in part, unless Purchaser first provides Investors holding Registrable Securities at least ten (10) Business
Days prior written notice; provided that no assignment or delegation by Purchaser will relieve Purchaser of its obligations under this
Agreement unless Investors holding a majority-in-interest of the Registrable Securities provide their prior written consent, which consent
must not be unreasonably withheld, delayed or conditioned. This Agreement and the rights, duties and obligations of Investors holding
Registrable Securities hereunder may be freely assigned or delegated by such Investor in conjunction with and to the extent of any transfer
of Registrable Securities by such Investor which is permitted by the Lock-Up Agreement; provided that no assignment by any Investor of
its rights, duties and obligations hereunder shall be binding upon or obligate Purchaser unless and until Purchaser shall have received
(i) written notice of such assignment and (ii) the written agreement of the assignee, in a form reasonably satisfactory to Purchaser,
to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this
Agreement). This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties, to the
permitted assigns of the Investors or of any assignee of the Investors. This Agreement is not intended to confer any rights or benefits
on any Persons that are not party hereto other than as expressly set forth in Section 4 and this Section 6.2.


 



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6.3 Notices. All notices,
consents, waivers and other communications hereunder shall be in writing and shall be deemed to have been duly given when delivered (i) in
person, (ii) by facsimile or other electronic means, with affirmative confirmation of receipt, (iii) one Business Day after
being sent, if sent by reputable, nationally recognized overnight courier service or (iv) three (3) Business Days after being
mailed, if sent by registered or certified mail, pre-paid and return receipt requested, in each case to the applicable party at the following
addresses (or at such other address for a party as shall be specified by like notice):


 


	
    If to Purchaser, to:

    Lakeshore Acquisition I Corp.

    667 Madison Avenue

    New York, NY 10065

    Attn: Bill Chen

    Telephone No.: (917) 327-9933

    E-mail: bchen65@126.com
	
    With copies to (which shall not constitute notice):

    Loeb & Loeb LLP

    345 Park Avenue

    New York, NY 10154

    Attn: Giovanni Caruso

    Facsimile No.:

    Telephone No.: (212) 407-4866

    E-mail: gcaruso@loeb.com

    With copies to (which shall not constitute notice):

    Nelson Mullins Riley & Scarborough LLP

    101 Constitution Ave, NW, Suite 900

    Washington, DC 20001

    Attn: Peter Strand, Esq.

    Facsimile No.: (202) 689-2952

    Telephone No.: (202) 689-2983

    E-mail:
    peter.strand@nelsonmullins.com

	 	 
	
    If to Company, to:

    ProSomnus Holdings Inc.

    5860 W Las Positas Blvd., Suite 25

    Pleasanton, CA 94588

    Attn: Len Liptak

    Telephone No.: (925) 353-7904

    E-mail: lliptak@prosomnus.com
	
    With copies to (which shall not constitute notice):

    Nelson Mullins Riley & Scarborough LLP

    101 Constitution Ave, NW, Suite 900

    Washington, DC 20001

    Attn: Peter Strand, Esq.

    Facsimile No.: (202) 689-2952

    Telephone No.: (202) 689-2983

    E-mail:
    peter.strand@nelsonmullins.com



 


6.4 Severability. This
Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity
or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable
term or provision, the parties hereto intend that there shall be added as a part of this Agreement a provision as similar in terms to
such invalid or unenforceable provision as may be possible that is valid and enforceable. Notwithstanding anything to the contrary contained
in this Agreement, in the event that a duly executed copy of this Agreement is not delivered to Purchaser by a Person receiving Merger
Consideration Shares in connection with the Closing, such Person failing to provide such signature shall not be a party to this Agreement
or have any rights or obligations hereunder, but such failure shall not affect the rights and obligations of the other parties to this
Agreement as amongst such other parties.


 


6.5 Entire Agreement.
This Agreement (together with the Merger Agreement, and the Lock-Up Agreement to the extent incorporated herein, and including all agreements
entered into pursuant hereto or thereto or referenced herein or therein and all certificates and instruments delivered pursuant hereto
and thereto) constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous
agreements, representations, understandings, negotiations and discussions between the parties, whether oral or written, relating to the
subject matter hereof; provided, that, for the avoidance of doubt, the foregoing shall not affect the rights and obligations of
the parties under the Merger Agreement or any other Ancillary Document or the rights or obligations of the parties under the Founder Registration
Rights Agreement.





 



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6.6 Interpretation.
Titles and headings of sections of this Agreement are for convenience only and shall not affect the construction of any provision of this
Agreement. In this Agreement, unless the context otherwise requires: (i) any pronoun used in this Agreement shall include the corresponding
masculine, feminine or neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural and vice versa; (ii) “including”
(and with correlative meaning “include”) means including without limiting the generality of any description preceding or succeeding
such term and shall be deemed in each case to be followed by the words “without limitation”; (iii) the words “herein,”
 “hereto,” and “hereby” and other words of similar import in this Agreement shall be deemed in each case to refer
to this Agreement as a whole and not to any particular section or other subdivision of this Agreement; and (iv) the term “or”
means “and/or”. The parties have participated jointly in the negotiation and drafting of this Agreement. Consequently, in
the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the
parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any
provision of this Agreement.


 


6.7 Amendments; Waivers.
Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular
instance, and either retroactively or prospectively) only with the written agreement or consent of Purchaser (after the Closing by a majority
of the Disinterested Independent Directors) and Investors holding a majority-in-interest of the Registrable Securities; provided, that
any amendment or waiver of this Agreement which affects an Investor in a manner materially and adversely disproportionate to other Investors
will also require the consent of such Investor. No failure or delay by a party in exercising any right hereunder shall operate as a waiver
thereof. No waivers of or exceptions to any term, condition, or provision of this Agreement, in any one or more instances, shall be deemed
to be or construed as a further or continuing waiver of any such term, condition, or provision.


 


6.8 Remedies Cumulative.
In the event a party fails to observe or perform any covenant or agreement to be observed or performed under this Agreement, the other
parties may proceed to protect and enforce its rights by suit in equity or action at law, whether for specific performance of any term
contained in this Agreement or for an injunction against the breach of any such term or in aid of the exercise of any power granted in
this Agreement or to enforce any other legal or equitable right, or to take any one or more of such actions, without being required to
post a bond. None of the rights, powers or remedies conferred under this Agreement shall be mutually exclusive, and each such right, power
or remedy shall be cumulative and in addition to any other right, power or remedy, whether conferred by this Agreement or now or hereafter
available at law, in equity, by statute or otherwise.


 


6.9 Governing Law; Jurisdiction.
Sections 10.6 and 10.7 of the Merger Agreement shall apply to this Agreement mutatis mutandis.


 


6.10 Termination of Merger
Agreement. This Agreement shall be binding upon each party upon such party’s execution and delivery of this Agreement, but this
Agreement shall only become effective upon the Closing. In the event that the Merger Agreement is validly terminated in accordance with
its terms prior to the Closing, this Agreement shall automatically terminate and become null and void and be of no further force or effect,
and the parties shall have no obligations hereunder.


 


6.11 Counterparts.
This Agreement may be executed in multiple counterparts (including by facsimile or pdf or other electronic document transmission), each
of which shall be deemed an original, and all of which taken together shall constitute one and the same instrument. Copies of executed
counterparts of this Agreement transmitted by electronic transmission (including by email or in .pdf format) or facsimile as well as electronically
or digitally executed counterparts (such as DocuSign) shall have the same legal effect as original signatures and shall be considered
original executed counterparts of this Agreement.


 



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IN WITNESS WHEREOF, the parties have caused this
Registration Rights Agreement to be executed and delivered as of the date first written above.


 


	 	Purchaser:
	 	 	 
	 	Lakeshore Acquisition I Corp.
	 	 	 
	 	By:	/s/ Bill Chen
	 	Name:	Bill Chen
	 	Title:	Chief Executive Officer


 


{Signature Page to Registration Rights
Agreement}


 



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IN WITNESS WHEREOF, the parties
have caused this Registration Rights Agreement to be executed and delivered as of the date first written above.


 


	 	Investors:
	 	 	 
	                             	[______________]
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	[______________]





 


	 	By:	 
	 	Name:	 
	 	Title:	 


 


{Signature Page to Registration Rights
Agreement}


 



    16