Exhibit 10.3


 


REGISTRATION RIGHTS AGREEMENT


 


THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”)
is entered into as of [●], 2021, by and among Lakeshore Acquisition I Corp., a Cayman Islands exempted company (the “Company”),
and the undersigned parties listed under Investors on the signature page hereto (each, an “Investor” and collectively, the
 “Investors”).


 


WHEREAS, the Investors and the Company desire to
enter into this Agreement to provide the Investors with certain rights relating to the registration of the securities held by them as
of the date hereof or that may be held by them upon consummation of a Business Combination (defined below);


 


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. 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.


 


“Business Combination”
means the acquisition of direct or indirect ownership through a merger, stock exchange, asset acquisition, stock purchase, recapitalization,
reorganization or other similar type of transaction, of one or more businesses or entities.


 


“Commission” means the
Securities and Exchange Commission, or any other federal agency then administering the Securities Act or the Exchange Act.


 


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


 


“Demand Registration”
is defined in Section 2.1.1.


 


“Demanding Holder”
is defined in Section 2.1.1.


 


“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.


 


“Form S-3” is defined
in Section 2.3.


 


“Founder Shares” means
the 1,437,500 ordinary shares, par value $0.0001 per share, issued to the Company’s initial shareholders prior to the Company’s
initial public offering, which include up to an aggregate of 187,500 ordinary shares subject to forfeiture by our initial shareholders
to the extent that the underwriters’ over-allotment option is not exercised in full.


 


“Indemnified Party”
is defined in Section 4.3.


 


“Indemnifying
Party” is defined in Section 4.3.


  


“Investor”
is defined in the preamble to this Agreement.


 


“Investor Indemnified
Party” is defined in Section 4.1.


 


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


 


“Notices”
is defined in Section 6.3.


 






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“Ordinary Shares”
means the ordinary shares, par value $0.0001 per share, of the Company.


 


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


  


“Private Units” means
the Units certain of the Investors are privately purchasing simultaneously with the consummation of the Company’s initial public
offering.


 


 “Private Shares”
means the Ordinary Shares included in the Private Units.


 


“Private Warrants” means
the warrants included in the Private Units.


 


“Pro Rata” is defined
in Section 2.1.4.


 


“Register,” “Registered”
and “Registration” mean a registration 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 (i) the Founder Shares, (ii) the Private Shares, (iii) the Private Warrants (and underlying securities), (iv) the Working Capital
Warrants (and underlying securities), if any, and (v) any outstanding Ordinary Shares or any other equity security (including the Ordinary
Shares issued or issuable upon the exercise of any other equity security) of the Company held by an Investor as of the date of this Agreement.
Registrable Securities include any warrants, shares of capital stock or other securities of the Company issued as a dividend or other
distribution with respect to or in exchange for or in replacement of such Founder Shares, Private Shares, Private Warrants (and underlying
securities) and Working Capital Warrants (and underlying securities). 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 the Company, and subsequent public distribution of them shall not require registration under the
Securities Act; (c) such securities shall have ceased to be outstanding, or (d) the Registrable Securities are freely saleable under Rule
144 under the Securities Act without volume limitations.


 


“Registration Statement”
means a registration statement filed by the Company with the Commission 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).


 


“Representatives” means
Craig-Hallum Capital Group and Roth Capital Partners.


  


“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.


 


“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.


 


“Units” means the units
of the Company, each comprised of one Ordinary Share and three-quarters of one warrant, each whole warrant entitling the holder to purchase
one Ordinary Share.


 


“Working Capital Warrants”
means any Warrants held by Investors, officers or directors of the Company or their affiliates which may be issued in payment of working
capital loans made to the Company.


 






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2. REGISTRATION RIGHTS.


 





2.1 Demand Registration.


 


2.1.1 Request for Registration. At
any time and from time to time on or after the date that the Company consummates a Business Combination, the holders of a majority-in-interest
of the Founder Shares, Private Shares, Private Warrants (or underlying securities), Working Capital Warrants (or underlying securities)
or other Registrable Securities, as the case may be, held by the Investors, officers or directors of the Company or their affiliates,
or the transferees of the Investors may make a written demand for registration under the Securities Act of all or part of their Founder
Shares, Private Shares, Private Warrants (or underlying securities), Working Capital Warrants (or underlying securities) or other Registrable
Securities, as the case may be (a “Demand Registration”). Any demand for a Demand Registration shall specify
the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will,
within ten (10) days of the Company’s receipt of the Demand Registration, notify all holders of Registrable Securities of the demand,
and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the
Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”)
shall so notify the Company, in writing, within three (3) days after the receipt by the holder of the notice from the Company. 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. The Company shall not be obligated to effect more than an aggregate of two
(2) 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 Commission with respect to such Demand Registration
has been declared effective by the Commission and the Company has complied with all of 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 Commission 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 the offering; provided, further, that the Company 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. 


 


2.1.3 Underwritten Offering. If a
majority-in-interest of the Demanding Holders so elect and such holders so advise the Company 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 holder to include its Registrable Securities in such registration shall be conditioned upon
such holder’s participation in such underwriting and the inclusion of such holder’s Registrable Securities in the underwriting
to the extent provided herein. All Demanding Holders proposing to distribute their Registrable Securities through such underwriting shall
enter into an underwriting agreement in customary form with the Underwriter or Underwriters selected for such underwriting by a majority-in-interest
of the holders initiating the Demand Registration.


 


2.1.4 Reduction of Offering. If
the managing Underwriter or Underwriters for a Demand Registration that is to be an underwritten offering advises the Company and
the Demanding Holders in writing that the dollar amount or number of shares of Registrable Securities which the Demanding Holders
desire to sell, taken together with all other Ordinary Shares or other securities which the Company desires to sell and the Ordinary
Shares, if any, as to which registration has been requested pursuant to written contractual piggy-back registration rights held by
other stockholders of the Company 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 shares, as applicable, the “Maximum Number of
Shares”), then the Company shall include in such registration: (i) first, the Registrable Securities as to which
Demand Registration has been requested by the Demanding Holders (pro rata in accordance with the number of shares that each such
Person has requested be included in such registration, regardless of the number of shares held by each such Person (such proportion
is referred to herein as “Pro Rata”)) that can be sold without exceeding the Maximum Number of Shares;
(ii) second, to the extent that the Maximum Number of Shares has not been reached under the foregoing clause (i), the Ordinary
Shares or other securities that the Company desires to sell that can be sold without exceeding the Maximum Number of Shares; (iii)
third, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (i) and (ii), the
Registrable Securities of holders exercising their piggy-back registration rights pursuant to Section 2.2; and (iv) fourth, to the
extent that the Maximum Number of Shares has not been reached under the foregoing clauses (i), (ii), and (iii), the Ordinary Shares
or other securities for the account of other persons that the Company is obligated to register pursuant to written contractual
arrangements with such persons and that can be sold without exceeding the Maximum Number of Shares.


 






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2.1.5 Withdrawal. If a majority-in-interest
of the Demanding Holders disapprove of the terms of any underwriting 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 the Company and the Underwriter or Underwriters of their request to withdraw prior to the effectiveness of the Registration Statement
filed with the Commission 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, then such registration shall not count as a Demand Registration provided for in
Section 2.1. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for all costs and expenses
incurred in connection with a registration pursuant to a Demand Registration prior to its withdrawal under this subsection 2.15.


 


2.2 Piggy-Back Registration.


 


2.2.1 Piggy-Back Rights. If at any
time on or after the date the Company consummates a Business Combination the Company proposes to file a Registration Statement under the
Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or
convertible into, equity securities, by the Company for its own account or for shareholders of the Company for their account (or by the
Company and by shareholders of the Company including, without limitation, pursuant to Section 2.1), other than a Registration Statement
(i) filed in connection with any employee stock option or other benefit plan, (ii) for an exchange offer or offering of securities solely
to the Company’s existing shareholders, (iii) for an offering of debt that is convertible into equity securities of the Company
or (iv) for a dividend reinvestment plan, then the Company shall (x) give written notice of such proposed filing to the holders of Registrable
Securities as soon as practicable but in no event less than ten (10) days before the anticipated filing date, which notice shall describe
the amount and type of securities to be included in such 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 the holders of Registrable Securities in such notice the
opportunity to register the sale of such number of shares of Registrable Securities as such holders may request in writing within three
(3) days following receipt of such notice (a “Piggy-Back Registration”). The Company shall cause such Registrable
Securities to be included in such registration and shall use its best efforts to cause 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 the Company and to permit the sale or other disposition of such Registrable Securities in accordance
with the intended method(s) of distribution thereof. All holders of 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 advises the Company and the
holders of Registrable Securities in writing that the dollar amount or number of Ordinary Shares which the Company desires to sell, taken
together with Ordinary Shares, if any, as to which registration has been demanded pursuant to separate written contractual arrangements
with persons or entities other than the holders of Registrable Securities hereunder, the Registrable Securities as to which registration
has been requested under this Section 2.2, and the Ordinary Shares, if any, as to which registration has been requested pursuant to the
written contractual piggy-back registration rights of other stockholders of the Company, exceeds the Maximum Number of Shares, then the
Company shall include in any such registration:


 





(a) If the registration is undertaken for the Company’s
account: (A) the Ordinary Shares or other securities that the Company desires to sell that can be sold without exceeding the Maximum Number
of Shares; (B) to the extent that the Maximum Number of Shares has not been reached under the foregoing clause (A), the Ordinary Shares
or other securities, if any, comprised of Registrable Securities, as to which registration has been requested pursuant to the applicable
written contractual piggy-back registration rights of such security holders, Pro Rata, that can be sold without exceeding the Maximum
Number of Shares; and (C) to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (A) and (B),
the Ordinary Shares or other securities for the account of other persons that the Company is obligated to register pursuant to written
contractual piggy-back registration rights with such persons and that can be sold without exceeding the Maximum Number of Shares; and


 


(b) If the registration is a “demand” registration
undertaken at the demand of persons other than either the holders of Registrable Securities, (A) first, the Ordinary Shares or other securities
for the account of the demanding persons that can be sold without exceeding the Maximum Number of Shares; (B) second, to the extent that
the Maximum Number of Shares has not been reached under the foregoing clause (A), the Ordinary Shares or other securities that the Company
desires to sell that can be sold without exceeding the Maximum Number of Shares; (C) third, to the extent that the Maximum Number of Shares
has not been reached under the foregoing clauses (A) and (B), collectively, the Ordinary Shares or other securities comprised of Registrable
Securities, Pro Rata, as to which registration has been requested pursuant to the terms hereof, that can be sold without exceeding the
Maximum Number of Shares; and (D) fourth, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses
(A), (B) and (C), Ordinary Shares or other securities for the account of other persons that the Company is obligated to register pursuant
to written contractual arrangements with such persons, that can be sold without exceeding the Maximum Number of Shares.


 


2.2.3 Withdrawal. Any holder of Registrable
Securities may elect to withdraw such holder’s request for inclusion of Registrable Securities in any Piggy-Back Registration by
giving written notice to the Company of such request to withdraw prior to the effectiveness of the Registration Statement. The Company
(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. Notwithstanding any such
withdrawal, the Company shall pay all expenses incurred by the holders of Registrable Securities in connection with such Piggy-Back Registration
as provided in Section 3.3. 


 


2.2.4 Unlimited Piggy-Back Registration Rights.
For the avoidance of doubt, any registration effected pursuant to Section 2.2 hereof shall not be counted as a registration pursuant to
a Demand Registration effected pursuant to Section 2.1 hereof.


 


2.3 Registrations on Form S-3.
The holders of Registrable Securities may at any time and from time to time request in writing that the Company 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
(“Form S-3”); provided, however, that the Company shall not be obligated to effect such request through an
underwritten offering. Upon receipt of such written request, the Company will promptly give written notice of the proposed
registration to all other holders of Registrable Securities, and each holder of Registrable Securities who thereafter wishes to
include all or a portion of such holder’s Registrable Securities in such registration shall notify the Company in writing
within three (3) days after the receipt by the holder of the notice from the Company and, as soon as practicable thereafter, the
Company shall effect the registration of all or such portion of such holder’s or holders’ Registrable Securities as are
specified in such request, together with all or such portion of the Registrable Securities or other securities of the Company, if
any, of any other holder or holders joining in such request; provided, however, that the Company shall not be obligated to effect
any such registration pursuant to this Section 2.3: (i) if Form S-3 is not available for such offering; or (ii) if the holders of
the Registrable Securities, together with the holders of any other securities of the Company 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 $[5,000,000]. Registrations effected pursuant to this Section 2.3 shall not be counted as Demand
Registrations effected pursuant to Section 2.1.


 






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3. REGISTRATION PROCEDURES.


 


3.1 Filings; Information. Whenever
the Company is required to effect the registration of any Registrable Securities pursuant to Section 2, the Company 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.
The Company 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 Commission a Registration Statement on any form for which the Company then qualifies or which
counsel for the Company 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 best efforts to cause such Registration
Statement to become effective and use its best efforts to keep it effective for the period required by Section 3.1.3; provided, however,
that the Company shall have the right to defer any Demand Registration for up to thirty (30) 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
the Company shall furnish to the holders a certificate signed by the President or Chairman of the Company stating that, in the good faith
judgment of the Board of Directors of the Company, it would be materially detrimental to the Company and its shareholders for such Registration
Statement to be effected at such time; provided further, however, that the Company shall not have the right to exercise the right set
forth in the immediately preceding proviso more than once in any 365-day period in respect of a Demand Registration hereunder.


 


3.1.2 Copies. The Company shall, prior
to filing a Registration Statement or prospectus, or any amendment or supplement thereto, furnish without charge to the holders of Registrable
Securities included in such registration, and such holders’ 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 the holders of Registrable Securities included in such registration or legal counsel for any such holders may request in
order to facilitate the disposition of the Registrable Securities owned by such holders.


 


3.1.3 Amendments and Supplements.
The Company shall prepare and file with the Commission 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.


 


3.1.4 Notification. After the
filing of a Registration Statement, the Company shall promptly, and in no event more than two (2) business days after such filing,
notify the holders of Registrable Securities included in such Registration Statement of such filing, and shall further notify such
holders promptly and confirm such advice in writing in all events within two (2) business days of 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 Commission of any stop order (and the Company 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
Commission 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 the holders of Registrable Securities included in such
Registration Statement any such supplement or amendment; except that before filing with the Commission a Registration Statement or
prospectus or any amendment or supplement thereto, including documents incorporated by reference, the Company shall furnish to the
holders of Registrable Securities included in such Registration Statement and to the legal counsel for any such holders, copies of
all such documents proposed to be filed sufficiently in advance of filing to provide such holders and legal counsel with a
reasonable opportunity to review such documents and comment thereon, and the Company shall not file any Registration Statement or
prospectus or amendment or supplement thereto, including documents incorporated by reference, to which such holders or their legal
counsel shall object.


 






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3.1.5 State Securities Laws Compliance.
The Company shall use its best 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 the holders of Registrable Securities included
in such Registration Statement (in light of their intended plan of distribution) may 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 the Company and do any and all other acts and things that may be necessary
or advisable to enable the holders of Registrable Securities included in such Registration Statement to consummate the disposition of
such Registrable Securities in such jurisdictions; provided, however, that the Company shall not be required to qualify generally to do
business in any jurisdiction where it would not otherwise be required to qualify or take any action to which it would be subject to general
service of process or taxation in any such jurisdiction where it is not then otherwise so subject. 


 


3.1.6 Agreements for Disposition.
The Company shall enter into 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 the Company 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 the holders of Registrable Securities included in such registration statement.
No holder of 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 holder’s organization, good standing, authority, title
to Registrable Securities, lack of conflict of such sale with such holder’s material agreements and organizational documents, and
with respect to written information relating to such holder that such holder has furnished in writing expressly for inclusion in such
Registration Statement.


 


3.1.7 Cooperation. The principal executive
officer of the Company, the principal financial officer of the Company, the principal accounting officer of the Company and all other
officers and members of the management of the Company shall cooperate fully in any offering of Registrable Securities hereunder, which
cooperation shall include, without limitation, 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. The Company shall make
available for inspection by the holders of 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 holder of
Registrable Securities included in such Registration Statement or any Underwriter, all financial and other records, pertinent corporate
documents and properties of the Company, as shall be necessary to enable them to exercise their due diligence responsibility, and cause
the Company’s officers, directors and employees to supply all information requested by any of them in connection with such Registration
Statement.


 


3.1.9 Opinions and Comfort Letters.
The Company shall furnish to each holder of Registrable Securities included in any Registration Statement a signed counterpart, addressed
to such holder, of (i) any opinion of counsel to the Company delivered to any Underwriter and (ii) any comfort letter from the Company’s
independent public accountants delivered to any Underwriter. In the event no legal opinion is delivered to any Underwriter, the Company
shall furnish to each holder of Registrable Securities included in such Registration Statement, at any time that such holder elects to
use a prospectus, an opinion of counsel to the Company to the effect that the Registration Statement containing such prospectus has been
declared effective and that no stop order is in effect.





 






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3.1.10 Earnings Statement. The Company
shall comply with all applicable rules and regulations of the Commission and the Securities Act, and make available to its shareholders,
as soon as 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. The Company shall
use its best efforts to cause all Registrable Securities included in any registration to be listed on such exchanges or otherwise designated
for trading in the same manner as similar securities issued by the Company are then listed or designated or, if no such similar securities
are then listed or designated, in a manner satisfactory to the holders of a majority 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 $[12,500,000], the Company shall use its reasonable
efforts to make available senior executives of the Company 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 the Company of the happening of any event of the kind described in Section 3.1.4(iv), or, in the case
of a resale registration on Form S-3 pursuant to Section 2.3 hereof, upon any suspension by the Company, pursuant to a written insider
trading compliance program adopted by the Company’s Board of Directors, of the ability of all “insiders” covered by
such program to transact in the Company’s securities because of the existence of material non-public information, each holder of
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 holder receives the supplemented or amended prospectus contemplated
by Section 3.1.4(iv) or the restriction on the ability of “insiders” to transact in the Company’s securities is removed,
as applicable, and, if so directed by the Company, each such holder will deliver to the Company all written copies, other than permanent
file copies then in such holder’s possession, of the most recent prospectus covering such Registrable Securities at the time of
receipt of such notice.


 


3.3 Registration Expenses. The Company
shall bear all 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 Form S-3 effected pursuant to Section 2.3, and all expenses incurred in performing or
complying with its other obligations under this Agreement, whether or not the Registration Statement becomes effective, including, without
limitation: (i) all registration and filing fees and fees of any securities exchange on which the Ordinary Shares are then listed; (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) the Company’s internal expenses (including,
without limitation, 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 the Company and fees and expenses for independent certified public accountants retained by the Company (including
the expenses or costs associated with the delivery of any opinions or comfort letters requested pursuant to Section 3.1.9); (viii) the
fees and expenses of any special experts retained by the Company in connection with such registration; and (ix) the fees and expenses
of one legal counsel selected by the holders of a majority-in-interest of the Registrable Securities included in such registration. The
Company 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, all selling shareholders and the Company shall bear the expenses of the Underwriter pro rata in proportion to the respective
amount of shares each is selling in such offering. 


 


3.4 Information. The holders of Registrable
Securities shall provide such information as may reasonably be requested by the Company, or the managing Underwriter, if any, in connection
with the preparation of any 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 Company’s obligation to
comply with federal and applicable state securities laws.


 






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4. INDEMNIFICATION
AND CONTRIBUTION.


 


4.1 Indemnification by the Company.
The Company agrees to indemnify and hold harmless each Investor and each other holder of Registrable Securities, and each of their respective
officers, employees, affiliates, directors, partners, members, attorneys and agents, and each person, if any, who controls an Investor
and each other holder of Registrable Securities (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 statement (or allegedly 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 the Company of the Securities Act or
any rule or regulation promulgated thereunder applicable to the Company and relating to action or inaction required of the Company in
connection with any such registration; and the Company 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 whether or not any such person is a party to any such claim or action and including any and
all legal and other expenses incurred in giving testimony or furnishing documents in response to a subpoena or otherwise; provided, however,
that the Company 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 statement or allegedly 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 the Company, in writing, by such selling holder expressly for use therein. The Company 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. 


 


4.2 Indemnification by Holders of Registrable
Securities. Subject to the limitations set forth in Section 4.4.3 hereof, each selling holder of 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 holder, indemnify and hold harmless the Company, 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 or allegedly 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 the 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 the Company by such selling holder expressly for
use therein, and shall reimburse the Company, its directors and officers, 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 holder’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 holder.


 


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. 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 advice 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, 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 or alleged
untrue statement of a material fact or the omission or alleged 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 holder of 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 holder from the sale of Registrable Securities which gave rise to such contribution
obligation. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) with respect
to any action shall be entitled to contribution in such action from any person who was not guilty of such fraudulent misrepresentation.


 


5. UNDERWRITING AND
DISTRIBUTION.


 


5.1 Rule 144. The Company 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 the holders of Registrable Securities may reasonably request, all to the extent required from time to time to enable such holders to
sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by Rule 144
under the Securities Act, as such Rules may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission. 


 






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6. MISCELLANEOUS.


 


6.1 Other Registration Rights. The
Company represents and warrants that no person, other than the holders of the Registrable Securities, has any right to require the Company
to register any shares of the Company’s capital stock for sale or to include shares of the Company’s capital stock in any
registration filed by the Company for the sale of shares of capital stock for its own account or for the account of any other person.


 


6.2 Assignment; No Third Party Beneficiaries.
This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole
or in part, except in connection with a Business Combination and with the consent of each Investor party hereto. This Agreement and the
rights, duties and obligations of the holders of Registrable Securities hereunder may be freely assigned or delegated by such holder of
Registrable Securities in conjunction with and to the extent of any transfer of Registrable Securities by any such holder. 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 holder of Registrable Securities or of any assignee of the Investors or holder of Registrable Securities. 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 Article
4 and this Section 6.2.


 


6.3 Notices. All notices, demands,
requests, consents, approvals or other communications (collectively, “Notices”) required or permitted to be
given hereunder or which are given with respect to this Agreement shall be in writing and shall be personally served, delivered by reputable
air courier service with charges prepaid, or transmitted by hand delivery, telegram, telex or facsimile, addressed as set forth below,
or to such other address as such party shall have specified most recently by written notice. Notice shall be deemed given on the date
of service or transmission if personally served or transmitted by telegram, telex or facsimile; provided, that if such service or transmission
is not on a business day or is after normal business hours, then such notice shall be deemed given on the next business day. Notice otherwise
sent as provided herein shall be deemed given on the next business day following timely delivery of such notice to a reputable air courier
service with an order for next-day delivery.


 


To the Company:


 


Lakeshore Acquisition I Corp.


Suite A-2F, 555 Shihui Road, Songjiang District,


Shanghai, China, 201100


Attn: Bill Chen, Chief Executive Officer


E-mail:bchen65@126.com


 


with a copy to:


 


Loeb & Loeb LLP


345 Park Avenue


New York, NY 10154


Attn: Giovanni Caruso, Esq.


E-mail: gcaruso@loeb.com


 


To an Investor, to the address set forth below such Investor’s
name on Exhibit A hereto. 


 


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.


 


6.5 Counterparts. This Agreement may
be executed in multiple counterparts, each of which shall be deemed an original, and all of which taken together shall constitute one
and the same instrument. Delivery of a signed counterpart of this Agreement by facsimile or email/pdf transmission shall constitute valid
and sufficient delivery thereof.





 






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6.6 Entire Agreement. This Agreement
(including all agreements entered into pursuant hereto and all certificates and instruments delivered pursuant hereto and thereto) constitute
the entire agreement of the parties with respect to the subject matter hereof and supersede all prior and contemporaneous agreements,
representations, understandings, negotiations and discussions between the parties, whether oral or written.


 


6.7 Modifications and Amendments. No
amendment, modification or termination of this Agreement shall be binding upon any party unless executed in writing by such party.


 


6.8 Titles and Headings. Titles and
headings of sections of this Agreement are for convenience only and shall not affect the construction of any provision of this Agreement.


 


6.9 Waivers and Extensions. Any party
to this Agreement may waive any right, breach or default which such party has the right to waive, provided that such waiver will not be
effective against the waiving party unless it is in writing, is signed by such party, and specifically refers to this Agreement. Waivers
may be made in advance or after the right waived has arisen or the breach or default waived has occurred. Any waiver may be conditional.
No waiver of any breach of any agreement or provision herein contained shall be deemed a waiver of any preceding or succeeding breach
thereof nor of any other agreement or provision herein contained. No waiver or extension of time for performance of any obligations or
acts shall be deemed a waiver or extension of the time for performance of any other obligations or acts.


 


6.10 Remedies Cumulative. In the event
that the Company fails to observe or perform any covenant or agreement to be observed or performed under this Agreement, the Investor
or any other holder of Registrable Securities 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. 


 


6.11 Governing Law. This Agreement
shall be governed by, interpreted under, and construed in accordance with the internal laws of the State of New York applicable to agreements
made and to be performed within the State of New York, without giving effect to any choice-of-law provisions thereof that would compel
the application of the substantive laws of any other jurisdiction. The Company irrevocably submits to the nonexclusive jurisdiction of
any New York State or United States Federal court sitting in The City of New York, Borough of Manhattan, over any suit, action or proceeding
arising out of or relating to this Agreement. The Company irrevocably waives, to the fullest extent permitted by law, any objection that
they may now or hereafter have to the laying of venue of any such suit, action or proceeding brought in such a court and any claim that
any such suit, action or proceeding brought in such a court has been brought in an inconvenient forum.


 


6.12 FINRA. Notwithstanding the foregoing provisions, to the
extent any Founder Shares and/or Private Units (and the securities underlying the Private Units) are owned by Representatives or any permitted
transferee under FINRA Rule 5110(e)(2), such securities shall be subject to compliance with FINRA Rule 5110(g)(8). The Representatives
may not exercise their demand or “piggyback” registration rights after five and seven years, respectively, after the effective
date of the Company’s initial public offering and may not exercise their demand rights on more than one occasion. In addition, the
Representatives may not exercise the warrant underlying the Private Units more than five years after the effective date of the Company’s
initial public offering.


 


6.13 Waiver of Trial by Jury. EACH
PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES THE RIGHT TO A TRIAL BY JURY IN ANY ACTION, SUIT, COUNTERCLAIM OR OTHER PROCEEDING
(WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF, CONNECTED WITH OR RELATING TO THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED
HEREBY, OR THE ACTIONS OF THE INVESTOR IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT HEREOF.


 


[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]





 






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


 


	 	 	COMPANY:
	 	 	 	 
	 	 	LAKESHORE ACQUISITION I CORP.
	 	 	 	 
	 	By:	 
	 	 	Name: 	Bill Chen
	 	 	Title:	Chief Executive Officer
	 	 	 	 
	 	 	INVESTORS:
	 	 	 
	 	 	REDONE INVESTMENT LIMITED
	 	 	 
	 	By:	 
	 	 	Name: 	          
	 	 	Title: 
	 	 	 
	 	 	[_]
	 	 	 
	 	By:	 
	 	 	Name: 
	 	 	Title: 
	 	 	 
	 	 	 
	 	 	[_]
	 	 	 
	 	 	 
	 	 	[_]
	 	 	 
	 	 	 
	 	 	[_]


 


[Signature Page to Registration Rights Agreement]





 






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EXHIBIT A


 


	Name and Address of Investor	 	 


[To Come]




 






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