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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form 8-K

 

Current Report

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

March 10, 2023

Date of Report (Date of earliest event reported)

 

Lakeshore Acquisition II Corp.

(Exact Name of Registrant as Specified in its Charter)

 

Cayman Islands   001-41317   N/A
(State or other jurisdiction
of incorporation)
 

(Commission File Number)

 

  (I.R.S. Employer
Identification No.)

 

667 Madison Avenue,

New York, NY

  10065
(Address of Principal Executive Offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (917) 327-9933

 

N/A

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act
   
Soliciting material pursuant to Rule 14a-12 under the Exchange Act
   
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
   
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Ordinary Shares   LBBB   The Nasdaq Stock Market LLC
Warrants   LBBBW   The Nasdaq Stock Market LLC
Rights   LBBBR   The Nasdaq Stock Market LLC
Units   LBBBU   The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

 

Emerging growth company

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 

 

 

 

 

IMPORTANT NOTICES

 

Important Notice Regarding Forward-Looking Statements

 

This Current Report on Form 8-K contains certain “forward-looking statements” within the meaning of the Securities Act of 1933 and the Securities Exchange Act of 1934, both as amended. Statements that are not historical facts, including statements about the pending transactions among Lakeshore Acquisition II Corp. (together with its successors, the “Purchaser”), LBBB Merger Sub Inc., a Delaware corporation and wholly-owned subsidiary of Purchaser (the “Merger Sub”), Nature’s Miracle Inc., a Delaware corporation (“Nature’s Miracle”), Tie (James) Li, as the representative of the stockholders of Nature’s Miracle, and RedOne Investment Limited, a British Virgin Islands company, as the representative of the shareholders of Purchaser, and the transactions contemplated thereby, and the parties’ perspectives and expectations, are forward-looking statements. Such statements include, but are not limited to, statements regarding the proposed transaction, including the anticipated initial enterprise value and post-closing equity value, the benefits of the proposed transaction, integration plans, expected synergies and revenue opportunities, anticipated future financial and operating performance and results, including estimates for growth, the expected management and governance of the combined company, and the expected timing of the transactions. The words “expect,” “believe,” “estimate,” “intend,” “plan” and similar expressions indicate forward-looking statements. These forward-looking statements are not guarantees of future performance and are subject to various risks and uncertainties, assumptions (including assumptions about general economic, market, industry and operational factors), known or unknown, which could cause the actual results to vary materially from those indicated or anticipated.

 

Such risks and uncertainties include, but are not limited to: (i) the risk that the transaction may not be completed in a timely manner or at all, which may adversely affect the price of Purchaser’s securities; (ii) the risk that the transaction may not be completed by Purchaser’s business combination deadline and the potential failure to obtain an extension of the business combination deadline if sought by Purchaser; (iii) the failure to satisfy the conditions to the consummation of the transaction, including the approval of the business combination agreement by the stockholders of Purchaser, the satisfaction of the minimum cash amount following any redemptions by Purchaser’s public stockholders and the receipt of certain governmental and regulatory approvals; (iv) the lack of a third-party valuation in determining whether or not to pursue the proposed transaction; (v) the occurrence of any event, change or other circumstance that could give rise to the termination of the business combination agreement; (vi) the effect of the announcement or pendency of the transaction on Nature’s Miracle’s business relationships, operating results and business generally; (vii) risks that the proposed transaction disrupts current plans and operations of Nature’s Miracle; (viii) the outcome of any legal proceedings that may be instituted against Nature’s Miracle or Purchaser related to the business combination agreement or the proposed transaction; (ix) the ability to maintain the listing of Purchaser’s securities on a national securities exchange; (x) changes in the competitive industry in which Nature’s Miracle operates, variations in operating performance across competitors, changes in laws and regulations affecting Nature’s Miracle’s business and changes in the combined capital structure; (xi) the ability to implement business plans, forecasts and other expectations after the completion of the proposed transaction, and identify and realize additional opportunities; (xii) the risk of downturns in the market and Nature’s Miracle’s industry including, but not limited to, as a result of the COVID-19 pandemic; (xiii) costs related to the transaction and the failure to realize anticipated benefits of the transaction or to realize estimated pro forma results and underlying assumptions, including with respect to estimated stockholder redemptions; (xiv) the inability to complete its convertible debt financing; (xv) the risk of potential future significant dilution to stockholders resulting from lender conversions under the convertible debt financing; and (xvi) risks and uncertainties related to Nature’s Miracle’s business, including, but not limited to, risks relating to the uncertainty of the projected financial information with respect to Nature’s Miracle; risks related to Nature’s Miracle’s limited operating history, the roll-out of Nature’s Miracle’s business and the timing of expected business milestones; Nature’s Miracle’s ability to implement its business plan and scale its business; Nature’s Miracle’s ability to develop products and technologies that are more effective or commercially attractive than competitors’ products; Nature’s Miracle’s ability to maintain accelerate rate of growth recently due to lifestyle changes in the wake of COVID-19 pandemic; risks of increased costs as a result of being a public company; risks relating to Nature’s Miracle’s being unable to renew the leases of their facilities and warehouses; Nature’s Miracle’s ability to grow the size of its organization and management in response of the increase of sales and marketing infrastructure; risks relating to potential tariffs or a global trade war that could increase the cost of Nature’s Miracle’s products; risks relating to product liability lawsuits that could be brought against Nature’s Miracle;; Nature’s Miracle’s ability to formulate, implement and modify as necessary effective sales, marketing, and strategic initiatives to drive revenue growth; Nature’s Miracle’s ability to expand internationally; acceptance by the marketplace of the products and services that Nature’s Miracle markets; and government regulations and Nature’s Miracle’s ability to obtain applicable regulatory approvals and comply with government regulations. A further list and description of risks and uncertainties can be found in Purchaser’s initial public offering prospectus dated March 8, 2022 and in the Registration Statement on Form S-4 and proxy statement initially filed with the Securities and Exchange Commission (“SEC”) on November 14, 2022 (as amended and as may be further amended) by the Purchaser in connection with the proposed transactions, and other documents that the parties may file or furnish with the SEC, which you are encouraged to read. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those indicated or anticipated by such forward-looking statements. Accordingly, you are cautioned not to place undue reliance on these forward-looking statements. Forward-looking statements relate only to the date they were made, and Purchaser, Merger Sub, Nature’s Miracle, and their subsidiaries undertake no obligation to update forward-looking statements to reflect events or circumstances after the date they were made except as required by law or applicable regulation.

 

1

 

 

Additional Information and Where to Find It

 

In connection with the proposed business combination, Purchaser has filed relevant materials with the SEC, including the Registration Statement on Form S-4 and a proxy statement. The proxy statement and a proxy card will be mailed to shareholders as of a record date to be established for voting at the shareholders’ meeting relating to the proposed transactions. Shareholders will also be able to obtain a copy of the Registration Statement on Form S-4 and proxy statement without charge from Purchaser. The Registration Statement on Form S-4 and proxy statement, as available, may also be obtained without charge at the SEC’s website at www.sec.gov or by writing to Purchaser at 667 Madison Avenue, New York, NY 10065.

 

INVESTORS AND SECURITY HOLDERS OF PURCHASER ARE URGED TO READ THESE MATERIALS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS IN CONNECTION WITH THE TRANSACTIONS THAT PURCHASER WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT PURCHASER, NATURE’S MIRACLE AND THE TRANSACTIONS.

 

Participants in Solicitation

 

Purchaser, Merger Sub, Nature’s Miracle, certain stockholders of Nature’s Miracle, and their respective directors, executive officers and employees and other persons may be deemed to be participants in the solicitation of proxies from the holders of Purchaser ordinary shares in respect of the proposed transaction. Information about Purchaser’s directors and executive officers and their ownership of Purchaser’s ordinary shares is set forth in Purchaser’s initial public offering prospectus dated March 8, 2022 and other filings by the Purchaser filed with the SEC. Other information regarding the interests of the participants in the proxy solicitation will be included in the proxy statement pertaining to the proposed transaction when it becomes available. These documents can be obtained free of charge from the sources indicated above.

 

No Offer or Solicitation

 

This Current Report on Form 8-K is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the potential business combination or any other matter and will not constitute an offer to sell or a solicitation of an offer to buy the securities of Purchaser, Nature’s Miracle or the combined company, nor will there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. No offer of securities will be made except by means of a prospectus meeting the requirements of the Securities Act of 1933, as amended.

 

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Item 1.01 Entry into a Material definitive Agreement.

 

The disclosure contained in Item 2.03 is incorporated by reference in this Item 1.01.

 

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

 

On March 10, 2023, Lakeshore Acquisition II Corp., a Cayman Islands exempted company (together with its successors, the “Company”), the lender named therein (the “Lender”), and RedOne Investment Limited, a British Virgin Islands company (the “Sponsor”) and Nature’s Miracle, Inc., a Delaware corporation (“Nature’s Miracle”) as guarantors (collectively, the “Guarantors”), entered into a Loan Agreement (the “Loan Agreement”).

 

Pursuant to the Loan Agreement, the Lender agreed, subject to the terms and conditions set forth in the Loan Agreement, to loan the Company an aggregate amount of $250,000 (the “Loan”). The Loan does not bear interest; provided that, if the Loan is not repaid by the maturity date on June 11, 2023, then the outstanding amount will bear interest at the London Interbank Offered Rate (LIBOR) Index Rate in effect at the time with accrued interest. If the Lender does not receive repayment of the Loan amount by the maturity date, the Lender may, at its option, declare all outstanding sums owed under the Loan Agreement to be immediately due and payable.

 

The Guarantors have jointly and severally guaranteed the repayment of the Loan to the Lender and the performance by the Company of all of its duties and obligations under the Loan Agreement. The Loan is secured by a first-priority security interest in the 1,725,000 ordinary shares of the Company held by the Sponsor, up to the amount of the Loan.

 

The proceeds of the Loan have been deposited in the Company’s trust account in connection with extending the business combination completion window until June 11, 2023.

 

The Loan Agreement also provides for the issuance to the Lender of 25,000 shares of common stock of the post-business combination company no later than the maturity date, and also provides for customary registration rights for such shares.

  

The foregoing description is qualified in its entirety by reference to the Loan Agreement, a copy of which is attached as Exhibit 10.1 hereto and is incorporated herein by reference.

 

Item 9.01. Financial Statements and Exhibits

 

(d) Exhibits:

 

Exhibit No.   Description
10.1   Form of Loan Agreement.
104   Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Dated: March 15, 2023

 

LAKESHORE ACQUISITION II CORP.

 

By: /s/ Deyin (Bill) Chen  
Name:  Deyin (Bill) Chen  
Title: Chief Executive Officer  

 

 

4

 

Exhibit 10.1

 

Loan Agreement

 

This Loan Agreement (this “Agreement”) is made as of this 10th day of March, 2023 by and between [_] (“Lender”), Nature’s Miracle, Inc., a Delaware corporation (“NMI”), RedOne Investment Limited, a British Virgin Islands company (“RedOne”) and Lakeshore Acquisition II Corp., a Cayman Islands exempted company (“SPAC” and/or “Borrower”).

 

WHEREAS, SPAC was organized for the purpose of acquiring, through a merger, capital stock exchange, asset acquisition or other similar business combination, an operating business; and

 

WHEREAS NMI has entered a merger agreement on September 9, 2022 with the SPAC;

 

WHEREAS RedOne is the sponsor of the SPAC;

 

WHEREAS, SPAC, and the other parties named therein entered into a merger agreement and plan of merger dated September 9, 2022 (the “Acquisition Agreement”), pursuant to which, among other things, SPAC will reincorporate to the State of Delaware by merging with and into LBBB Merger Corp., a Delaware corporation and wholly-owned subsidiary of Lakeshore (“PubCo”), with PubCo surviving as the publicly traded entity (the “Reincorporation”); and (ii) immediately after the Reincorporation, LBBB Merger Sub Inc., a Delaware corporation and wholly-owned subsidiary of PubCo (“Merger Sub”), will be merged with and into NMI, with NMI surviving as a wholly-owned subsidiary of Merger Sub (the “Merger”); and

WHEREAS, the proposed business combination is expected to complete by June 11, 2023.

 

NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth and other good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties hereby agree as follows.

 

ARTICLE I

Definitions

 

Section 1. Definitions. In addition to the other terms defined herein, the following terms used herein shall have the meanings herein specified (to be equally applicable to both the singular and plural forms of the terms defined).

 

Section 1.01. Lending. Subject to the terms and conditions of this Agreement, “Lending” shall mean Lender’s promise to lend to Borrower a sum of $250,000.00 US Dollars on the condition that the aforementioned business combination will occur.

 

Section 1.02. Loan or Principal Amount. “Loan” or “Principal Amount” shall mean the sum of $250,000.00 U.S. Dollars.

 

 

 

 

Section 1.03. Closing. “Closing” shall mean March 10, 2023, 4:00pm ET.

 

Section 1.04. Merger Date. “Merger Date” shall mean June 11, 2023.

 

Section 1.05. Applicable Interest Rate.Applicable Interest Rate” shall mean the London Interbank Offered Rate (LIBOR) Index Rate in effect at the time.

 

Section 1.06. Repayment Date. “Repayment Date” shall mean July 11, 2023.

 

Section 1.07. Bonus Shares. “Bonus Shares” shall mean 25,000 shares of the company that survives after Merger Date, and said Shares should be registered through S-1 filing with SEC immediately after the Merger closing.

 

Section 1.08. Trust Account. “Trust Account” shall mean the trust account described in Exhibit “A.”

 

ARTICLE II

Amount and terms of lending

 

Section 2.01. Lending. Lender shall make the Loan to Borrow on Closing; provided that SPAC proceeds with the proposed merger as described in the Acquisition Agreement dated September 9, 2022. The Loan shall be wired to the Trust Account.

 

Section 2.02. Repayment. Borrower shall pay Lender the Principal Amount from its trust account on or before Repayment Date. Borrower acknowledges and agrees, however, that, if, for any reason, Lender does not receive the full amount of Principal Amount by Repayment Date, the outstanding and unpaid Principal Amount, shall bear interest at the Applicable Interest Rate, shall be payable, with accrued interest, ON DEMAND.

 

Section 2.03. Security. RedOne hereby grants to Lender a first-priority security interest in the 1,725,000 ordinary shares (the “Shares”) of Borrower held by RedOne as collateral for repayment of the Principal Amount due to Lender pursuant to the terms hereof. RedOne acknowledges and agrees that Lender shall have exclusive security interest of the Shares up to the amount equivalent to Principal Amount. The Shares may not be transferred without Lender’s consent until the Repayment Date. If RedOne breaches this provision, Lender may declare all sums due under Agreement immediately due and payable, unless prohibited by applicable law. If the fair market value of the Shares does not exceed the Principal Amount on the Repayment Date, Borrower shall remain liable for the balance due while accruing interest at the maximum rate allowed by law. If Lender does not receive the Principal Amount by the Repayment Date, Lender may, at its option, declare all outstanding sums owed under this Agreement to be immediately due and payable. This includes any rights of possession in relation to the Shares.

 

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ARTICLE III

Representations, Warranties And Covenants of the Maker

 

Borrower hereby represents and warrants to Lender on the date hereof and as of the Closing that:

 

Section 3.01 Organization. Borrower has the legal authority to execute, deliver and carry out the terms of this Agreement and to consummate the transactions contemplated hereby.

 

Section 3.02 Authority; Non-Contravention. This Agreement has been validly authorized, executed and delivered by Borrower and, assuming the due authorization, execution and delivery thereof by Lender, is a valid and binding agreement enforceable in accordance with its terms, subject to the general principles of equity and to bankruptcy or other laws affecting the enforcement of creditors’ rights generally. The execution, delivery and performance of this Agreement by Maker does not and will not conflict with, violate or cause a breach of, constitute a default under, or result in a violation of (i) any agreement, contract or instrument to which Borrower is a party which would prevent Borrower from performing its obligations hereunder or (ii) any law, statute, rule or regulation to which Borrower is subject.

 

Section 3.03 No Legal Advice from Lender. Borrower acknowledges it has had the opportunity to review this Agreement and the transactions contemplated by this Agreement with Borrower’s own legal counsel, investment and tax advisors. Borrower is not relying on any statements or representations of Lender or any of its representatives or agents for legal, tax or investment advice with respect to this Agreement or the transactions contemplated by the Agreement.

 

ARTICLE IV

Representations and Warranties of the Lender

 

Lender hereby represents and warrants to Borrower on the date hereof and as of the Closing that:

 

Section 4.01 Organization. Lender has the legal authority to execute, deliver and carry out the terms of this Agreement and to consummate the transactions contemplated hereby.

 

Section 4.02 Authority; Non-Contravention. This Agreement is validly authorized, executed and delivered by Lender and assuming the due authorization, execution and delivery thereof by Borrower, is a valid and binding agreement enforceable in accordance with its terms, subject to the general principles of equity and to bankruptcy or other laws affecting the enforcement of creditors’ rights generally. The execution, delivery and performance of this Agreement by Lender does not and will not conflict with, violate or cause a breach of, constitute a default under, or result in a violation of (i) any agreement, contract or instrument to which Lender is a party which would prevent Lender from performing its obligations hereunder or (ii) any law, statute, rule or regulation to which Lender is subject.

 

Section 4.03 Governmental Approvals. All consents, approvals, orders, authorizations, registrations, qualifications, designations, declarations or filings with any governmental or other authority on the part of Lender required in connection with the consummation of the transactions contemplated in the Agreement have been or shall have been obtained prior to and be effective as of the Closing.

 

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ARTICLE V

Guarantee

 

Section 5.01. Guarantee. In consideration of Lender making the Loan to Borrower, RedOne and NMI, unconditionally, jointly and severally, guarantee the repayment of the Principal Amount to Lender and the performance by Borrower of all duties and obligations assumed by or imposed upon Borrower under any of the instruments executed by Borrower in connection with the Loan. RedOne and NMI hereby waive presentment and demand for payment, protest and notice of non-payment, and both RodOne and NMI subordinate to any rights Lender may now or hereafter have against Borrower and waive notice of acceptance hereof. RedOne and NMI consent that Lender may, without affecting its ability, compromise or release and grant extensions of time of payment of Borrower. Lender may proceed against RedOne and NMI without first proceeding against Borrower or any security or any other remedy, and RedOne and NMI agree to pay all attorneys’ fees and costs in the event collection becomes necessary. This guarantee shall not be discharged or effected by death of any of the undersigned and shall bind their respective heirs, administrators, representatives, successors and assignees. This is a continuing guarantee and shall remain in full force and effect until written revocation is received by Lender. Such revocation shall only affect indebtedness thereafter incurred and shall only affect the person giving said notice.

 

ARTICLE VI

Miscellaneous

 

Section 6.01 Disclosure. Notwithstanding anything in this Agreement to the contrary, the Borrower and SPAC shall not publicly disclose the name of Lender or any of its affiliates, or include the name of the Lender or any of its affiliates in any press release or in any filing with the Securities and Exchange Commission (the “Commission”) or any regulatory agency or trading market, without the prior written consent of the Lender, except (i) as required by the federal securities laws, and (ii) to the extent such disclosure is required by law, at the request of the staff of the Commission or regulatory agency or under the regulations of Nasdaq, in which case the Borrower and SPAC shall provide the Lender with prior written notice of such disclosure, and shall reasonably consult with the Lender regarding such disclosure.

 

Section 6.02 Counterparts; Facsimile. This Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same instrument. This Agreement or any counterpart may be executed via facsimile transmission or scanned copy, and any such executed facsimile or scanned copy shall be treated as an original.

 

Section 6.03 Governing Law. This Agreement shall for all purposes be deemed to be made under and shall be construed in accordance with the laws of California.

 

Section 6.04. Mediation and Arbitration. All disputes arising or related to this Agreement must exclusively be resolved first by mediation with a mediator selected by the parties, with such mediation to be held in Orange County, California. If such mediation fails, then any such dispute shall be resolved by binding arbitration under the Commercial Arbitration Rules of the American Arbitration Association in effect at the time the arbitration proceeding commences, except that (a) California law and the Federal Arbitration Act must govern construction and effect, (b) the locale of any arbitration must be in Orange County, California, and (c) the arbitrator must with the award provide written findings of fact and conclusions of law. Any party may seek from a court of competent jurisdiction any provisional remedy that may be necessary to protect its rights or assets pending the selection of the arbitrator or the arbitrator’s determination of the merits of the controversy. The exercise of such arbitration rights by any party will not preclude the exercise of any self-help remedies (including without limitation, setoff rights) or the exercise of any non-judicial foreclosure rights. An arbitration award may be entered in any court having jurisdiction.

 

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Section 6.05 Remedies Cumulative. Each of the parties hereto acknowledges and agrees that, in the event of any breach of any covenant or agreement contained in this Agreement by the other party, money damages may be inadequate with respect to any such breach and the non-breaching party may have no adequate remedy at law. It is accordingly agreed that each of the parties hereto shall be entitled, in addition to any other remedy to which they may be entitled at law or in equity, to seek injunctive relief and/or to compel specific performance to prevent breaches by the other party hereto of any covenant or agreement of such other party contained in this Agreement. Accordingly, Borrower and SPAC hereby agree that Lender is entitled to an injunction prohibiting any conduct by the Borrower or SPAC in violation of this Agreement and Borrower and SPAC shall not seek the posting of any bond in connection with such request for an injunction. Furthermore, in any action by Lender to enforce this Agreement, Borrower and SPAC waive their right to assert any counterclaims and its right to assert set-off as a defense. The prevailing party agrees to pay all costs and expenses, including reasonable attorneys’ and experts’ fees that such prevailing party may incur in connection with the enforcement of this Agreement.

 

Section 6.06 Severability. If any term, provision or covenant of this Agreement is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions and covenants of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated

 

Section 6.07 Binding Effect; Assignment. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective legal representatives, successors and permitted assigns.

 

Section 6.08 Headings. The descriptive headings of the Sections hereof are inserted for convenience only and do not constitute a part of this Agreement.

 

Section 6.09 Entire Agreement; Changes in Writing. This Agreement constitutes the entire agreement among the parties hereto and supersedes and cancels any prior agreements, representations and warranties, whether oral or written, among the parties hereto relating to the transaction contemplated hereby. Neither this Agreement nor any provision hereof may be changed or amended orally, but only by an agreement in writing signed by the other party hereto.

 

[Signature Page Follows]

 

5

 

 

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date set forth on the first page of this Agreement.

 

  Lender: [_]
   
  By:      
  Name:   
  Title:  

 

  Borrower: LAKESHORE ACQUISITION II CORP.
   
  By: 
  Name:  Bill Chen
  Title: Chief Executive Officer

 

  Guarantor: REDONE INVESTMENT LIMITED
   
  By:
  Name:  Bill Chen
  Title: Managing Member

 

  Guarantor: NATURE’S MIRACLE, INC.
   
  By:
  Name:  Tie (James) Li
  Title: Chief Executive Officer

  

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Exhibit A

 

Wiring Instruction