Exhibit 99.1

EXECUTIVE OFFICERS AND DIRECTORS

Crystal Peak Holdings Inc.

The names of directors and the executive officers of Crystal Holdings and their present principal occupations and citizenship are set forth below. The business address of each of the following individuals is c/o 3877 El Camino Real, Ste 201, Palo Alto CA 94306.

Crystal Peak Investment Inc.

The names of directors and the executive officers of Crystal Investment and their present principal occupations and citizenship are set forth below. The business address of each of the following individuals is c/o 3877 El Camino Real, Ste 201, Palo Alto CA 94306.

Oceanpine Growth (Cayman) Limited

The names of directors and the executive officers of Oceanpine Growth and their present principal occupations and citizenship are set forth below. The business address of each of the following individuals is c/o Suite 2207-9, 22/F, Tower Two, Lippo Centre, 89 Queensway, Admiralty, Hong Kong.

Oceanpine Capital Inc.

The names of directors and the executive officers of Oceanpine Capital and their present principal occupations and citizenship are set forth below. The business address of each of the following individuals is c/o Suite 2207-9, 22/F, Tower Two, Lippo Centre, 89 Queensway, Admiralty, Hong Kong.

Adjuvant Capital Management, L.L.C.

The names of directors and the executive officers of Adjuvant Management and their present principal occupations and citizenship are set forth below. The business address of each of the following individuals is c/o 500 Fifth Avenue, Suite 4000, New York, NY 10110.

MSA China Growth Fund II GP, LLC 

The names of directors and the executive officers of MSA China Growth and their present principal occupations and citizenship are set forth below. The business address of each of the following individuals is c/o 89 Nexus Way, Camana Bay, Grand Cayman KY1-9009, Cayman Islands.

MSA Management Holding Co., Ltd.

The names of directors and the executive officers of MSA Management and their present principal occupations and citizenship are set forth below. The business address of each of the following individuals is c/o 89 Nexus Way, Camana Bay, Grand Cayman KY1-9009, Cayman Islands.

Superstring Capital Fund GP LLC

The names of directors and the executive officers of Superstring GP and their present principal occupations and citizenship are set forth below. The business address of each of the following individuals is c/o 150 East 52nd Street, Suite 5004, New York, NY 10022, USA.

Exhibit 99.2

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, each of the undersigned hereby agrees to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the ordinary shares, par value US$0.0002 per share of LakeShore Biopharma Co., Ltd, and that this Agreement be included as an Exhibit to such joint filing. Each of the undersigned acknowledges that each shall be responsible for the timely filing of any statement (including amendments) on Schedule 13D, and for the completeness and accuracy of the information concerning such party contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the other persons making such filings, except to the extent that such party knows or has reason to believe that such information is inaccurate.

This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which taken together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of October 29, 2025.

Exhibit 99.3

Preliminary Non-Binding Proposal

August 18, 2025

The Board of Directors (the “Board”)

LakeShore Biopharma Co., Ltd

Building No. 2, 38 Yongda Road

Daxing Biomedical Industry Park

Daxing District, Beijing, 102629

People’s Republic of China

Dear members of the Board:

We, Oceanpine Investment Fund II LP and Oceanpine Capital Inc. (collectively, “Oceanpine Capital”), are pleased to submit this preliminary non- binding proposal (the “Proposal”) to acquire all outstanding ordinary shares of a par value of US$0.0002 each (the “Ordinary Shares”) of LakeShore Biopharma Co., Ltd (the “Company”) that are not currently owned by us, in an all-cash transaction for US$0.86 per Ordinary Share (the “Proposed Transaction”).

Our Proposal represents a premium of 10.3% to the last closing price of the Ordinary Share on August 15, 2025, the last trading day prior to the date hereof, and a premium of 11.4% to the average closing price of the Ordinary Shares during the last 15 trading days prior to the date hereof. We believe that our Proposal represents an attractive opportunity for the Company’s shareholders to receive compelling value as compared with the current and recent trading prices of the Ordinary Shares.

We intend to fund the Proposed Transaction with rollover equity and available cash on hand. Accordingly, our Proposal would not be subject to any uncertainty or delay with respect to any debt financing, and the Proposed Transaction will not be subject to a financing condition.

We do not anticipate any substantive issues with respect to regulatory approvals, nor do we believe that any regulatory approval will impede or delay our ability to quickly and efficiently consummate the Proposed Transaction.

We have engaged White & Case LLP as our international legal advisor for the Proposed Transaction. We are confident that we can complete customary due diligence in a timely manner, in parallel with discussions on the definitive agreements.

We recognize that the Board will likely need to evaluate our Proposal independently before the Company can make any determinations. None of the Company’s directors who are affiliated with us will participate in the consideration of our Proposal by the Company.

While we are fully prepared to work collaboratively with the Board to pursue the Proposed Transaction in a timely manner, we are open to exploring potential alternative structures of the Proposed Transaction to expedite the process of delivering value to the Company’s shareholders.

Following completion of the Proposed Transaction, we currently intend for the Company’s business to continue operating in a manner that is generally consistent with its current operations.

This letter constitutes only a preliminary indication of our interest and does not constitute any binding commitment with respect to the transactions proposed in this letter or any other transaction. No agreement, arrangement or understanding between us and the Company relating to any transaction will be created until such time as definitive documentation has been executed and delivered by us and the Company and all other appropriate parties.

About Oceanpine Capital

Founded in 2018, Oceanpine Capital is a professional investment management firm dedicated to long-term value investing. With a mission to drive technological innovation, it focuses on cutting-edge sectors such as advanced technology, green technology and life sciences, with assets under management exceeding RMB25 billion (approximately USD3.5 billion). As the “Guardian of Entrepreneurship”, Oceanpine Capital brings together a seasoned team of accomplished entrepreneurs, renowned investors, seasoned investment bankers, and senior executives from leading corporations. Oceanpine Capital provides its portfolio companies with full-cycle support, ranging from strategic planning and resource integration to operational optimization and global expansion, empowering them to achieve leapfrog growth at critical stages.

Should you have any questions regarding this Proposal, please do not hesitate to contact us. We look forward to hearing from you.

[Signatures page follows]

Sincerely,

Oceanpine Investment Fund II LP

Oceanpine Capital Inc.

Exhibit 99.4

CONSORTIUM AGREEMENT

THIS CONSORTIUM AGREEMENT, dated as of August 26, 2025 (this “Agreement”), is made by and among

Each of the Lead Investor, Oceanpine Investment, Crystal Peak and any Additional Members (as defined below) admitted to the Consortium (as defined below) after the date hereof pursuant to the terms of this Agreement is referred to herein as a “Party”, and collectively, the “Parties”. Unless otherwise defined herein, capitalized terms used herein shall have the meanings assigned to them in Section 10.1 hereof.

WHEREAS, the Parties propose to undertake an acquisition transaction (the “Transaction”) with respect to LakeShore Biopharma Co., Ltd (the “Company”), an exempted company incorporated under the laws of the Cayman Islands with limited liability and listed on the NASDAQ Capital Market (“NASDAQ”), pursuant to which the Company would be delisted from NASDAQ and deregistered under the United States Securities Exchange Act of 1934, as amended (the “Exchange Act”);

WHEREAS, (a) in connection with the Transaction, the Parties propose to form a new exempted company with limited liability (“Holdco”) under the laws of the Cayman Islands, and, if appropriate, to cause Holdco to form a direct or indirect, wholly-owned subsidiary (“Merger Sub”) under the laws of the Cayman Islands; and (b) at the closing of the Transaction (the “Closing”), the Parties intend that Merger Sub will be merged with and into the Company, with the Company being the surviving company (the “Surviving Company”) and becoming a direct, wholly-owned subsidiary of Holdco;

WHEREAS, on August 18, 2025, the Lead Investor and Oceanpine Investment jointly submitted a preliminary non-binding proposal to the Company’s board of directors in connection with the Transaction and on or about the date hereof, the Parties intend to jointly submit an updated preliminary non-binding proposal in connection with the Transaction, the form of which is attached hereto as Schedule A (the “Proposal”), to the Company’s board of directors; and

WHEREAS, in accordance with the terms of this Agreement, the Parties will cooperate and participate in (a) the evaluation of the Company; (b) discussions regarding the Proposal with the Company; and (c) the negotiation of the terms of definitive documentation among Holdco, Merger Sub and the Company with the Company (in which negotiations the Parties expect that the Company will be represented by a special committee to be appointed by the Company’s board of directors comprised of independent and disinterested directors of the Company (the “Special Committee”)) in connection with the Transaction, including an agreement and plan of merger among Holdco, Merger Sub and the Company (the “Merger Agreement”) (such agreement and any other definitive documentation governing the Transaction, collectively, the “Definitive Agreements”).

NOW, THEREFORE, in consideration of the foregoing recitals and of the mutual agreements and covenants set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, hereby agree as follows:

1.1 Participation in Transaction.

1.2 Negotiation of Definitive Agreements. During the term of this Agreement, each Party shall negotiate in good faith the Definitive Agreements, including, without limitation, (a) a customary support agreement, pursuant to which each Party or any of its Affiliates that is a holder of Company Shares (as defined below) will agree, among other things, to vote such Party’s or such Affiliates’ Company Shares in support of the Transaction and against any Alternative Transaction (as defined below); (b) documentation providing for each Party’s cash and/or rollover equity investment in Holdco; (c) documentation governing the actions of the Parties in connection with the Transaction following the execution of the Merger Agreement and prior to the Closing; and (d) documentation governing the economic and governing terms of each Party’s investment in Holdco to take effect immediately following the Closing, which, in each case, shall include customary terms for transactions of a similar nature.

1.3 Proposal. On or about the date hereof, at the election of the Lead Investor, the Parties shall promptly submit the Proposal to the Special Committee or the Company.

1.4 Holdco Ownership and Arrangements.

1.5 Admission of New Consortium Members

2.1 Information Sharing. In connection with the Transaction, each Party shall (a) comply with any information delivery or other similar requirements entered into by Holdco, a Party or an Affiliate of a Party, reasonably related to the Transaction and shall not, and shall direct its Representatives not to, whether by their action or omission, breach such arrangements or obligations; (b) comply with any confidentiality agreements reasonably required by the Company; (c) provide each other Party, Holdco or the Special Committee with all information reasonably required concerning such Party or any other matter relating to such Party in connection with the Transaction and any other information a Party or the Special Committee may reasonably require in respect of any other Party and its Affiliates for inclusion in the Definitive Agreements, promptly and in no event later than five (5) business days after receiving such information request; (d) provide timely responses to requests by other Parties or the Special Committee for information, so as to meet timeframes and deadlines as proposed by the Special Committee; and (e) apply the level of resources and expertise that such Party reasonably considers to be necessary and appropriate to meet its obligations under this Agreement. Except as required by law or regulations of any stock exchange or other regulatory body to which a Party is bound, the consent of each Party shall be required for any public statements about their intentions with respect to the Company, any issuance of which shall be further subject to Section 6.1. The Parties also acknowledge and agree that the Transaction may be considered a “going-private” transaction under Rule 13e-3 under the Exchange Act (“Rule 13e-3”) and agree to provide all information reasonably necessary to satisfy the applicable disclosure requirements under Rule 13e-3. Unless the Lead Investor otherwise agrees in advance and in writing, none of the Parties shall commission a report, opinion or appraisal (within the meaning of Item 1015 of Regulation M-A of the Exchange Act). Notwithstanding the foregoing, no Party is required to make available to the other Parties any of their internal board meeting or investment committee materials or analyses or any information which it considers being commercially sensitive information or which is otherwise held subject to an obligation of confidentiality. The Parties agree and confirm that the Parties who are directors or employees of the Company or its subsidiaries shall not be obligated to provide any information in breach of any of their respective obligations or fiduciary duties to the Company or its subsidiaries, as the case may be.

2.2 Appointment of Advisors.

2.3 Approvals. Each Party shall use reasonable best efforts and provide all cooperation as may be reasonably requested by each other Party to obtain all applicable governmental, statutory, regulatory or other approvals, licenses, waivers or exemptions required or, in the reasonable opinion of the Lead Investor, desirable for the consummation of the Transaction.

3.1 Expenses and Fee Sharing.

4.1 During the period beginning on the date hereof and ending on the earlier of (i) the date which is twenty-four (24) months after the date of this Agreement, which may be extended as jointly agreed by all the non-breaching Parties in writing; and (ii) the termination of this Agreement pursuant to Section 5.4 (the “Exclusivity Period”), each Party agrees that it shall (and shall cause its Affiliates to):

Notwithstanding the foregoing provisions of Section 4.1, nothing in this Agreement shall be deemed to restrict the Lead Investor or its Affiliates or its Representatives from engaging or participating in any discussions or negotiations with (a) senior management of the Company (only in their personal capacities) regarding their participation or involvement in the Transaction during the pendency of the consummation of the Transaction; or (b) any other Person who has indicated an interest in joining the Consortium as an Additional Member for the purposes of determining the suitability of such Person, and potential terms under which such Person or its Affiliates may be admitted, as an Additional Member pursuant to Section 1.5(a). Notwithstanding anything to the contrary herein, the obligations of the other Parties (other than the Lead Investor) to comply with this Section 4.1 shall terminate and be of no further force or effect in the event that a Governmental Entity of competent jurisdiction issues a final and non-appealable judgment that the Lead Investor breaches its obligation of this Agreement in material aspect, which directly results in (x) any of the Definitive Agreements not being entered into when it would otherwise have been entered into; or (y) the Closing not occurring when it would otherwise have occurred.

5.1 Failure to Agree. Prior to the execution of the Definitive Agreements, upon a Party’s deemed withdrawal pursuant to Section 1.1(b) or Section 1.4(d), this Agreement shall terminate with respect to such Party, following which the provisions of Section 5.6(a) will apply.

5.2 Upon Expiration of Exclusivity Period. If Holdco, Merger Sub and the Company have not entered into the Definitive Agreements prior to expiration (including any extensions thereof) of the Exclusivity Period with respect to the Transaction and the members of the Consortium are unable to agree, after good faith endeavors, either (x) as among the members of the Consortium on the material terms of the Transaction; or (y) with the Special Committee on the material terms of the Transaction, any Party may upon expiration of such period cease its participation in the Transaction by providing a written notice to the Lead Investor and this Agreement shall terminate with respect to such Party, following which the provisions of Section 5.6(b) will apply.

5.3 Upon Breach of Contract. If any member of the Consortium has breached any representation or warranty, or any other material covenant or agreement of such member contained in this Agreement, which breach cannot be cured or, if it is capable of being cured, is not cured within fifteen (15) Business Days after such member is notified by the Lead Investor in writing of the same, this Agreement shall terminate with respect to such Party, following which the provisions of Section 5.6(a) will apply.

5.4 Other Termination Events. This Agreement shall terminate with respect to all Parties upon a written agreement among all of the Parties to terminate this Agreement, following which the provisions of Section 5.6(b) will apply.

5.5 After Execution of Definitive Agreements. After the execution of the Definitive Agreements, this Agreement shall terminate without any further action on the part of any Party, upon the earliest of (a) the date the Transaction is consummated; (b) the date that the Definitive Agreements are validly terminated in accordance with their respective terms, and (c) the date that a separate agreement governing the relationship among the Parties is executed, following which the provisions of Section 5.6(b) will apply.

5.6 Effect of Termination.

6.1 Announcements. No public announcement or statement regarding the existence, subject matter or contents of this Agreement shall be issued by any Party or their Affiliates or Representatives either to the Company (including the Company’s board of directors ) or to the public without the prior written consent of the Lead Investor, which consent shall not be unreasonably withheld, delayed or conditioned, except to the extent that any such announcements are required by laws, a court of competent jurisdiction, a regulatory body or international stock exchange, and then only after the form and terms of such disclosure have been notified to the Lead Investor and the Lead Investor has had a reasonable opportunity to comment thereon, in each case to the extent reasonably practicable. Notwithstanding the foregoing, each Party may make any Schedule 13D filings, or amendments thereto, in respect of the Company that such Party reasonably believes is required under applicable law without the prior written consent of the other Parties, provided that each such Party shall coordinate with the other Parties in good faith regarding the content and timing of such filings or amendments in connection with the Transaction.

6.2 Confidentiality.

6.3 Permitted Disclosures. A Party may make disclosures (a) to those of its Affiliates and Representatives as such Party reasonably deems necessary to give effect to or enforce this Agreement (including potential sources of capital), but only on a confidential basis and the Party should sign a confidentiality agreement, as applicable, which contains similar content to Section 6.2, with the Recipient; (b) if required by law or a court of competent jurisdiction, the United States Securities and Exchange Commission or another regulatory body or international stock exchange having jurisdiction over a Party or its Affiliates or pursuant to whose rules and regulations such disclosure is required to be made, but only after the form and terms of such disclosure have been notified to the other Parties and the other Parties have had a reasonable opportunity to comment thereon, in each case to the extent legally permissible and reasonably practicable; or (c) if the information is publicly available other than through a breach of this Agreement by such Party or its Affiliates or Representatives.

7.1 Any notice, request, instruction or other document to be given hereunder by any Party to the others shall be in writing and delivered personally or sent by facsimile, overnight courier or e-mail to the contact details set forth on the signature pages and shall be copied to the additional contact as set forth thereon as well or to such other Persons or addresses as may be designated in writing by the Party to receive such notice as provided above. Any notice, request, instruction or other document given as provided above shall be deemed given to the receiving Party upon actual receipt, if delivered personally; upon confirmation or proof of successful transmission if sent by facsimile or e-mail or on the next day after deposit with an overnight courier, if sent by an overnight courier, except if the time of deemed delivery under this Section 7.1, (regardless of the form of service) is after 5:30 p.m. at the place of receipt or is not on a Business Day, then the notice will not be deemed received at that time but rather will be deemed received at 9:00 a.m. on the next following Business Day in the place of delivery.

8.1 Representations and Warranties. Each Party hereby represents and warrants, on behalf of such Party only, to the other Parties that (a) it is duly organized, established and validly existing under the laws of the jurisdiction stated in the preamble of this Agreement and has the requisite power and authority to execute, deliver and perform this Agreement; (b) the execution, delivery and performance of this Agreement by it have been duly authorized by all necessary action on the part of such Party and no additional proceedings are necessary to approve this Agreement; (c) this Agreement has been duly executed and delivered by it and constitutes a valid and binding agreement of such Party enforceable against it in accordance with the terms hereof (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting creditors’ rights generally and general principles of equity); (d) its execution, delivery and performance (including the provision and exchange of information) of this Agreement will not (i) conflict with, require a consent, waiver or approval under, or result in a breach of or default under, any of the terms of any material contract or agreement to which such Party is a party or by which such Party is bound, or any office such Party holds; (ii) violate any order, writ, injunction, decree or statute, or any rule or regulation, applicable to such Party or any of its properties and assets; or (iii) result in the creation of, or impose any obligation on such Party to create, any lien, charge or other encumbrance of any nature whatsoever upon such Party’s properties or assets; and (e) no broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the Transaction based upon arrangements made by or on behalf of such Party.

8.2 Company Shares. As of the date of this Agreement, (i) each Party (A) Owns (as defined below) the number of Company Shares set forth under the heading “Company Shares” next to its names on Schedule B; and (B) Owns the other Securities set forth under the heading “Other Securities” next to its names on Schedule B, in each case free and clear of any encumbrances or restrictions; (ii) such Party has the sole right to Control (as defined below) the voting and disposition of the Company Shares (if any) and any other Securities (if any) Owned by such Party; and (iii) none of such Party nor any of its Affiliates Owns, directly or indirectly, any Company Shares or other Securities other than as set forth on Schedule B. Each Party agrees that, except as may be agreed by the Lead Investor, it shall not acquire Ownership of any Company Shares prior to the termination of this Agreement pursuant to Section 5.

8.3 Reliance. Each Party acknowledges that the other Parties have entered into this Agreement on the basis of and reliance upon (among other things) the representations and warranties in Section 8.1 and Section 8.2 and have been induced by them to enter into this Agreement.

9.1 Entire Agreement. This Agreement constitutes the entire agreement between the Parties and supersedes any previous oral or written agreements or arrangements among them or between any of them relating to its subject matter.

9.2 Further Assurances. Each Party shall use all reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other Parties in doing, all things necessary, proper or advisable to carry out the intent and purposes of this Agreement.

9.3 Severability. If any provision of this Agreement is held to be invalid or unenforceable for any reason, it shall be adjusted rather than voided, if possible, in order to achieve the intent of the Parties to the maximum extent possible. In any event, the invalidity or unenforceability of any provision of this Agreement in any jurisdiction shall not affect the validity or enforceability of the remainder of this Agreement in that jurisdiction or the validity or enforceability of this Agreement, including that provision, in any other jurisdiction.

9.4 Amendments; Waivers. Neither this Agreement nor any term hereof may be amended or otherwise modified other than by an instrument in writing signed by each of the Parties. No provision of this Agreement may be waived, discharged or terminated other than by an instrument in writing signed by the Party against whom the enforcement of such waiver, discharge or termination is sought. No failure or delay by any Party in exercising any right, power or privilege under this Agreement shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege.

9.5 Assignment; No Third Party Beneficiaries. Other than as provided herein, the rights and obligations of any Party shall not be assigned without the prior consent of the Lead Investor; provided that each Party may assign its rights and obligations under this Agreement, in whole or in part, without the prior consent of the other Parties, to an Affiliate of such Party by notifying the other Parties pursuant to Section 7. This Agreement shall be binding upon the respective heirs, successors, legal representatives and permitted assigns of each of the Parties. Nothing in this Agreement shall be construed as giving any Person, other than each of the Parties and its heirs, successors, legal representatives and permitted assigns any right, remedy or claim under or in respect of this Agreement or any provision hereof. Unless expressly provided to the contrary in this Agreement, a Person who is not a Party has no right under the Contracts (Rights of Third Parties) Ordinance (Cap. 623) to enforce or to enjoy the benefit of any term of this Agreement, and the consent of any Person who is not a Party is not required to rescind or vary this Agreement at any time.

9.6 No Partnership or Agency. The Parties are independent and nothing in this Agreement constitutes a Party as the trustee, fiduciary, agent, employee, partner or joint venturer of the other Party.

9.7 Counterparts. This Agreement may be executed in counterparts and all counterparts taken together shall constitute one document. Signatures to this Agreement transmitted by facsimile transmission, by electronic mail in “portable document format” form, or by any other electronic means intended to pre-serve the original graphic and pictorial appearance of a document, will have the same effect as physical delivery of the paper document bearing the original signature. The Parties irrevocably and unreservedly agree that this Agreement may be executed by way of electronic signatures and the Parties agree that this Agreement, or any part thereof, shall not be challenged or denied any legal effect, validity and/or enforceability solely on the ground that it is in the form of an electronic record.

9.8 Governing Law. This Agreement shall be governed by, and construed in accordance with, the substantive laws of the Hong Kong Special Administrative Region of the People’s Republic of China (“Hong Kong”) without giving effect to any choice of law or conflict of law rules or provisions that would cause the application of the laws of any jurisdiction other than Hong Kong.

9.9 Dispute Resolution. Any disputes, actions and proceedings against any Party arising out of or in any way relating to this Agreement shall be submitted to the Hong Kong International Arbitration Centre (“HKIAC”) and resolved in accordance with the Arbitration Rules of HKIAC in force (the “Rules”) when the notice of arbitration is submitted and as may be amended by this Section 9.9. The place of arbitration shall be Hong Kong. The official language of the arbitration shall be English and the arbitration tribunal (the “Tribunal”) shall consist of three arbitrators (each, an “Arbitrator”). The claimant(s), irrespective of number, shall nominate jointly one Arbitrator; the respondent(s), irrespective of number, shall nominate jointly one Arbitrator; and a third Arbitrator will be nominated jointly by the first two Arbitrators and shall serve as chairman of the Tribunal. In the event the claimant(s) or respondent(s) or the first two Arbitrators shall fail to nominate or agree the joint nomination of an Arbitrator or the third Arbitrator within the time limits specified by the Rules, such Arbitrator shall be appointed promptly by the chairman of HKIAC. The award of the Tribunal shall be final and binding upon the disputing parties. Any party to an award may apply to any court of competent jurisdiction for enforcement of such award and, for purposes of the enforcement of such award, the Parties irrevocably and unconditionally submit to the jurisdiction of any court of competent jurisdiction and waive any defenses to such enforcement based on lack of personal jurisdiction or inconvenient forum.

9.10 Specific Performance. Each Party acknowledges and agrees that the other Parties would be irreparably injured by a breach of this Agreement by it and that money damages alone are an inadequate remedy for actual or threatened breach of this Agreement. Accordingly, each Party shall be entitled to specific performance or injunctive or other equitable relief (without posting a bond or other security) to enforce or prevent any violations of any provision of this Agreement, in addition to all other rights and remedies available at law or in equity to such Party, including the right to claim money damages for breach of any provision of this Agreement.

9.11 Limitation on Liability. Except as otherwise expressly provided for in this Agreement, the obligation of each Party under this Agreement is several (and not joint nor joint and several).

10.1 Definitions. In this Agreement, unless the context requires otherwise:

“Additional Members” shall have the meaning ascribed to such term in Section 1.5(a) hereof.

“Advisors” means any legal, financial, tax, forensic accounting or other advisors or consultants of the Consortium, Holdco, Merger Sub or a Party, in each case appointed in connection with the Transaction.

“Affiliate” shall have the meaning ascribed to such term in Rule 12b-2 under the Exchange Act; including, for the avoidance of doubt, any affiliated investment funds of such Party or any investment vehicles of such Party or such funds; provided, however, that with respect only to Parties that are a private equity, sovereign or other funds in the business of making investments in portfolio companies managed independently, no portfolio company of any such Party (including portfolio company of any affiliated investment fund or investment vehicle of such Party) shall be deemed to be an Affiliate of such Party.

“Agreement” shall have the meaning ascribed to such term in the preamble hereof.

“Alternative Transaction” means any inquiry, proposal or offer from any Person (other than the Consortium) relating to (i) any direct or indirect acquisition or purchase of any capital stock or other equity interest in, or any of the businesses of, the Company or its subsidiaries or variable interest entities, or a restructuring, recapitalization, merger, consolidation or other business combination transaction involving the Company or its subsidiaries or variable interest entities; (ii) a transfer, sale or lease of any of the assets of the Company or any of its subsidiaries or variable interest entities; or (iii) any other transaction that could adversely affect, prevent or materially reduce the likelihood of the consummation of the Transaction with the Parties.

“Arbitrator” shall have the meaning ascribed to such term in Section 9.9 hereof.

“Business Day” means any day (other than a Saturday or a Sunday) on which banks generally are open in Beijing, Hong Kong, New York City, Cayman Islands and British Virgins Islands for the transaction of normal banking business.

“Buyer Consortium Advisors” shall have the meaning ascribed to such term in Section 2.2(a) hereof.

“Cash Contribution” shall have the meaning ascribed to such term in Section 1.4(b) hereof.

“Closing” shall have the meaning ascribed to such term in the recitals hereof.

“Company” shall have the meaning ascribed to such term in the recitals hereof.

“Company Shares” means the issued and outstanding ordinary shares, par value US$0.0002 per share, of the Company.

“Confidential Information” includes (i) all written, oral or other information obtained in confidence by one Party from any other Party in connection with this Agreement or the Transaction, unless such information (x) is already or becomes known to such first Party on a non- confidential basis from a source not known by such first Party to be bound by a duty of confidentiality; or (y) is or becomes publicly available other than through a breach of this Agreement by such Party or its Affiliates or Representatives; and (ii) the existence or terms of, and any negotiations or discussions relating to, this Agreement, the Proposal and any definitive documentation, including the Definitive Agreements, and the Transaction.

“Consortium” means the consortium formed by the Parties and any Additional Members to undertake the Transaction.

“Consortium Transaction Expenses” shall have the meaning ascribed to such term in Section 3.1(a) hereof.

“Contemplated Ownership Percentage” means, with respect to a Party, such Party’s contemplated Ownership percentage of Holdco immediately following the Transaction as set forth in the then-effective Schedule B.

“Control” shall have the meaning ascribed to such terms in Rule 12b-2 under the Exchange Act.

“Deed of Adherence” shall have the meaning ascribed to such term in Section 1.5(c) hereof.

“Definitive Agreements” shall have the meaning ascribed to such term in the recitals hereof.

“Discloser” shall have the meaning ascribed to such term in Section 6.2(a) hereof.

“Equity Contribution” shall have the meaning ascribed to such term in Section 1.4(b) hereof.

“Equity Contribution Schedule” shall have the meaning ascribed to such term in Section 1.4(c) hereof.

“Exchange Act” shall have the meaning ascribed to such term in the recitals hereof.

“Exclusivity Period” shall have the meaning ascribed to such term in Section 4.1 hereof.

“Governmental Entity” means any: (a) nation, state, commonwealth, province, territory, county, municipality, tribal territory, district or other jurisdiction of any nature; (b) U.S. federal, state, local or municipal, non-U.S. or other government; or (c) governmental or quasi-governmental authority of any nature (including any governmental division, department, agency, commission, instrumentality, official, ministry, fund, foundation, center, organization, unit, body or entity, any stock exchange and any court or other tribunal).

“HKIAC” shall have the meaning ascribed to such term in Section 9.9 hereof.

“Holdco” shall have the meaning ascribed to such term in the recitals hereof.

“Hong Kong” shall have the meaning ascribed to such term in Section 9.8 hereof.

“Lead Investor” shall have the meaning ascribed to such term in the preamble hereof.

“Merger Agreement” shall have the meaning ascribed to such term in the recitals hereof.

“Merger Sub” shall have the meaning ascribed to such term in the recitals hereof.

“NASDAQ” shall have the meaning ascribed to such term in the recitals hereof.

“Oceanpine Investment” shall have the meaning ascribed to such term in the preamble hereof.

“Own” or “Ownership” means, with respect to a Person and security, the Person (x) is the record holder of such security; or (y) is the “beneficial owner” (within the meaning of Rule 13d-3 under the Exchange Act) of such security.

“Party” or “Parties” shall have the meaning ascribed to such term in the preamble hereof.

“Person” means an individual, firm, body corporate, unincorporated association, government, state or agency of state, association, joint venture or partnership, trust or other entity or organization, in each case whether or not having a separate legal personality.

“Proposal” shall have the meaning ascribed to such term in the recitals hereof.

“Pro Rata Share” shall have the meaning ascribed to such term in Section 3.1(e) hereof.

“Recipient” shall have the meaning ascribed to such term in Section 6.2(a) hereof.

“Representatives” of a Party means that Party’s officers, directors, employees, accountants, counsel, financial advisors, consultants, other advisors, commercial bankers, lending institutions, general partners, limited partners, and other potential debt and equity financing sources. The Representatives shall include the Advisors.

“Rollover Shares” shall have the meaning ascribed to such term in Section 1.4(b) hereof.

“Rule 13e-3” shall have the meaning ascribed to such term in Section 2.1 hereof.

“Rules” shall have the meaning ascribed to such term in Section 9.9 hereof.

“Securities” means shares, warrants, options and any other securities which are convertible into or exercisable for shares of the Company including Company Shares.

“Shareholders Agreement” shall have the meaning ascribed to such term in Section 1.4(d) hereof.

“Special Committee” shall have the meaning ascribed to such term in the recitals hereof.

“Surviving Company” shall have the meaning ascribed to such term in the recitals hereof.

“Tribunal” shall have the meaning ascribed to such term in Section 9.9 hereof.

10.2 Headings. Section and paragraph headings are inserted for ease of reference only and shall not affect construction.

[Signatures begin on next page]

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed and delivered as a deed as of the date first written above.

[Signature Page to Consortium Agreement]

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed and delivered as a deed as of the date first written above.

[Signature Page to Consortium Agreement]

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed and delivered as a deed as of the date first written above.

[Signature Page to Consortium Agreement]

20

Exhibit 99.5

Revised Non-Binding Proposal

August 26, 2025

The Board of Directors (the “Board”)

LakeShore Biopharma Co., Ltd

Building No. 2, 38 Yongda Road

Daxing Biomedical Industry Park

Daxing District, Beijing, 102629

People’s Republic of China

Dear members of the Board:

On August 18, 2025, Oceanpine Investment Fund II LP and Oceanpine Capital Inc. (collectively, “Oceanpine Capital”) made a preliminary non-binding proposal (the “Original Proposal”) to acquire all outstanding ordinary shares of a par value of US$0.0002 each (the “Ordinary Shares”) of LakeShore Biopharma Co., Ltd (the “Company”) not owned by them, in an all cash transaction.

We are pleased to submit this revised proposal (the “Revised Proposal”) to inform the Board that (i) Oceanpine Investment Fund II LP; (ii) Oceanpine Capital Inc.; and (iii) Crystal Peak Investment Inc. (collectively, “we”, “our” or “us”) have formed a buyer consortium (the “Consortium”) and, as the initial members of the Consortium, have agreed to work exclusively with each other to acquire all outstanding Ordinary Shares of the Company not owned by us, in an all cash transaction (the “Proposed Transaction”).

We currently own in aggregate approximately 52.1% of all the issued and outstanding Ordinary Shares of the Company, representing the same percentage of the aggregate voting power of the Company. We agree that the Board should form a special committee of independent and disinterested directors (the “Special Committee”) to consider our Revised Proposal and make a recommendation to the Board. We further agree that the Special Committee shall retain its own independent legal and financial advisors to assist in its review of our Proposed Transaction.

None of the Company’s directors who are affiliated with us will participate in the evaluation of our Revised Proposal by the Company, the Special Committee or Special Committee’s advisors.

Except as otherwise stated herein, we confirm that all of the key terms as set forth in the Original Proposal remain unchanged. We intend to fund the Proposed Transaction with equity capital from us in the form of rollover equity in the Company and cash contribution by Oceanpine Capital or its affiliates. Accordingly, our Proposed Transaction would not be subject to any uncertainty or delay with respect to any debt financing nor a financing condition.

In considering our Revised Proposal, you should be aware that we, as the initial members of the Consortium, have entered into a consortium agreement dated as of the date hereof, pursuant to which we have agreed to vote all of the Ordinary Shares of the Company beneficially owned by us in favor of the Proposed Transaction and do not intend to sell our Ordinary Shares of the Company to any third party or support any competing bid to our Revised Proposal while remaining as members of the Consortium.

Given our knowledge of the Company, we remain committed to completing the Proposed Transaction in an expedited manner by promptly engaging in discussions with the Special Committee and its advisors to negotiate and finalize the definitive documentation relating to the Proposed Transaction, so as to expedite the process of delivering value to the Company’s shareholders.

Due to our obligations under the securities laws, we intend to timely file one or more Schedule 13D or Schedule 13D amendment(s) with the Securities and Exchange Commission to disclose this Revised Proposal. However, we are sure that you will agree with us that it is in all of our interests to ensure that we otherwise proceed in a strictly confidential manner, unless otherwise required by law, until we have executed definitive documentation relating to the Proposed Transaction or terminated our discussions.

This letter constitutes only a preliminary indication of our interest and does not constitute any binding commitment with respect to the transactions proposed in this letter or any other transaction. No agreement, arrangement or understanding between us and the Company relating to any transaction will be created until such time as definitive documentation has been executed and delivered by us and the Company and all other appropriate parties.

We look forward to hearing from you and working expeditiously with you towards the completion of a successful transaction.

[signatures page follows]

Sincerely,

Oceanpine Investment Fund II LP

Oceanpine Capital Inc.

Crystal Peak Investment Inc.

Exhibit 99.6

DEED OF ADHERENCE

This Deed of Adherence (this “Deed”) is entered into on October 5, 2025

BY:

Each of the following (each, an “Additional Member” and together, the “Additional Members”):

RECITALS:

THIS DEED WITNESSES as follows:

Each Additional Member undertakes to each other Party to the Consortium Agreement that it will, with effect from the date hereof, perform and comply with each of the obligations of a Party as if it had been a Party to the Consortium Agreement at the date of execution thereof and the Existing Members agree that where there is a reference to a “Party” it shall be deemed to include a reference to each Additional Member and with effect from the date hereof, all the rights of a Party provided under the Consortium Agreement will be accorded to each Additional Member as if it had been a Party under the Consortium Agreement at the date of execution thereof. The obligations and liabilities of the Additional Members under this Deed and the Consortium Agreement are several and not joint. The Cash Contribution amount and/or the number of Rollover Shares to be contributed by each Additional Member are set forth in Schedule A hereto.

It is duly organized, established and validly existing under the laws of the jurisdiction stated in the preamble of this Deed and has the requisite power and authority to execute, deliver and perform this Deed.

The execution, delivery and performance of this Deed by such Additional Member have been duly authorized by all necessary action on behalf of such Additional Member and no additional proceedings are necessary to approve this Deed.

This Deed has been duly executed and delivered by such Additional Member and constitutes the legal, valid and binding obligation of such Additional Member, enforceable against it in accordance with the terms hereof (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting creditors’ rights generally and general principles of equity).

Its execution, delivery and performance (including the provision and exchange of information) of this Deed will not (i) conflict with, require a consent, waiver or approval under, or result in a breach of or default under, any of the terms of any material contract or agreement to which such Additional Member is a party or by which such Additional Member is bound, or any office such Additional Member holds; (ii) violate any order, writ, injunction, decree or statute, or any rule or regulation, applicable to such Additional Member or any of its properties and assets; or (iii) result in the creation of, or impose any obligation on such Additional Member to create, any lien, charge or other encumbrance of any nature whatsoever upon such Additional Member’s properties or assets.

No broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the Transaction based upon arrangements made by or on behalf of such Additional Member.

As of the date of this Deed, (i) such Additional Member (A) Owns the number of Company Shares set forth under the heading “Company Shares” next to its name on Schedule B hereto, free and clear of any encumbrances or restrictions and (B) Owns the other Securities set forth under the heading “Other Securities” next to its name on Schedule B hereto, in each case free and clear of any encumbrances or restrictions; (ii) such Additional Member has the sole right to Control the voting and disposition of such Company Shares (if any) and any other Securities (if any) held by it; and (iii) none of the Additional Members, nor any of their respective Affiliates Owns, directly or indirectly, any Company Shares or other Securities, other than as set forth on Schedule B hereto.

The Additional Members acknowledge that the Existing Members have consented to the admission of the Additional Members to the Consortium on the basis of and in reliance upon (among other things) the representations and warranties in Section 3(a)(1) through Section 3(a)(4) above, and the Existing Members’ consent was induced by such representations and warranties.

Section 7 (Notices), Section 9.8 (Governing Law) and Section 9.9 (Dispute Resolution) of the Consortium Agreement shall apply mutatis mutandis to this Deed.

[Signature page follows.]

IN WITNESS WHEREOF, the Additional Member has executed this Deed as a deed and delivered this Deed as of the day and year first above written.

[Deed of Adherence Signature Page]

4

Exhibit 99.7

DEED OF ADHERENCE

This Deed of Adherence (this “Deed”) is entered into on October 27, 2025

BY:

Superstring Capital Master Fund LP, a limited partnership organized and existing under the laws of Cayman Islands with its registered address at PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands (the “Additional Member”).

RECITALS:

THIS DEED WITNESSES as follows:

The Additional Member undertakes to each other Party to the Consortium Agreement that it will, with effect from the date hereof, perform and comply with each of the obligations of a Party as if it had been a Party to the Consortium Agreement at the date of execution thereof and the Existing Members agree that where there is a reference to a “Party” it shall be deemed to include a reference to the Additional Member and with effect from the date hereof, all the rights of a Party provided under the Consortium Agreement will be accorded to the Additional Member as if the Additional Member had been a Party under the Consortium Agreement at the date of execution thereof. The Cash Contribution amount and/or the number of Rollover Shares to be contributed by the Additional Member are set forth in Schedule A hereto.

It is duly organized, established and validly existing under the laws of the jurisdiction stated in the preamble of this Deed and has the requisite power and authority to execute, deliver and perform this Deed.

The execution, delivery and performance of this Deed by the Additional Member has been duly authorized by all necessary action on behalf of the Additional Member and no additional proceedings are necessary to approve this Deed.

This Deed has been duly executed and delivered by the Additional Member and constitutes the legal, valid and binding obligation of the Additional Member, enforceable against it in accordance with the terms hereof (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting creditors’ rights generally and general principles of equity).

Its execution, delivery and performance (including the provision and exchange of information) of this Deed will not (i) conflict with, require a consent, waiver or approval under, or result in a breach of or default under, any of the terms of any material contract or agreement to which the Additional Member is a party or by which the Additional Member is bound, or any office the Additional Member holds; (ii) violate any order, writ, injunction, decree or statute, or any rule or regulation, applicable to the Additional Member or any of its properties and assets; or (iii) result in the creation of, or impose any obligation on the Additional Member to create, any lien, charge or other encumbrance of any nature whatsoever upon the Additional Member’s properties or assets.

No broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the Transaction based upon arrangements made by or on behalf of the Additional Member.

As of the date of this Deed, (i) the Additional Member (A) Owns the number of Company Shares set forth under the heading “Company Shares” next to its name on Schedule B hereto, free and clear of any encumbrances or restrictions and (B) Owns the other Securities set forth under the heading “Other Securities” next to its name on Schedule B hereto, in each case free and clear of any encumbrances or restrictions; (ii) the Additional Member has the sole right to Control the voting and disposition of such Company Shares (if any) and any other Securities (if any) held by it; and (iii) none of the Additional Member and its Affiliates Owns, directly or indirectly, any Company Shares or other Securities, other than as set forth on Schedule B hereto.

The Additional Member acknowledges that the Existing Members have consented to the admission of the Additional Member to the Consortium on the basis of and in reliance upon (among other things) the representations and warranties in Section 3(a)(1) through Section 3(a)(4) above, and the Existing Members’ consent was induced by such representations and warranties.

Section 7 (Notices), Section 9.8 (Governing Law) and Section 9.9 (Dispute Resolution) of the Consortium Agreement shall apply mutatis mutandis to this Deed.

[Signature page follows.]

IN WITNESS WHEREOF, the Additional Member has executed this Deed as a deed and delivered this Deed as of the day and year first above written.

[Deed of Adherence Signature Page]

4

Exhibit 99.8

DEED OF ADHERENCE

This Deed of Adherence (this “Deed”) is entered into on October 27, 2025

BY:

MSA GROWTH FUND II, L.P., a limited partnership organized and existing under the laws of Cayman Island with its registered address at 89 Nexus Way, Camana Bay, Grand Cayman, KY1-9009, Cayman Islands (the “Additional Member”).

RECITALS:

THIS DEED WITNESSES as follows:

The Additional Member undertakes to each other Party to the Consortium Agreement that it will, with effect from the date hereof, perform and comply with each of the obligations of a Party as if it had been a Party to the Consortium Agreement at the date of execution thereof and the Existing Members agree that where there is a reference to a “Party” it shall be deemed to include a reference to the Additional Member and with effect from the date hereof, all the rights of a Party provided under the Consortium Agreement will be accorded to the Additional Member as if the Additional Member had been a Party under the Consortium Agreement at the date of execution thereof. The Cash Contribution amount and/or the number of Rollover Shares to be contributed by the Additional Member are set forth in Schedule A hereto.

It is duly organized, established and validly existing under the laws of the jurisdiction stated in the preamble of this Deed and has the requisite power and authority to execute, deliver and perform this Deed.

The execution, delivery and performance of this Deed by the Additional Member has been duly authorized by all necessary action on behalf of the Additional Member and no additional proceedings are necessary to approve this Deed.

This Deed has been duly executed and delivered by the Additional Member and constitutes the legal, valid and binding obligation of the Additional Member, enforceable against it in accordance with the terms hereof (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting creditors’ rights generally and general principles of equity).

Its execution, delivery and performance (including the provision and exchange of information) of this Deed will not (i) conflict with, require a consent, waiver or approval under, or result in a breach of or default under, any of the terms of any material contract or agreement to which the Additional Member is a party or by which the Additional Member is bound, or any office the Additional Member holds; (ii) violate any order, writ, injunction, decree or statute, or any rule or regulation, applicable to the Additional Member or any of its properties and assets; or (iii) result in the creation of, or impose any obligation on the Additional Member to create, any lien, charge or other encumbrance of any nature whatsoever upon the Additional Member’s properties or assets.

No broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the Transaction based upon arrangements made by or on behalf of the Additional Member.

As of the date of this Deed, (i) the Additional Member (A) Owns the number of Company Shares set forth under the heading “Company Shares” next to its name on Schedule B hereto, free and clear of any encumbrances or restrictions and (B) Owns the other Securities set forth under the heading “Other Securities” next to its name on Schedule B hereto, in each case free and clear of any encumbrances or restrictions; (ii) the Additional Member has the sole right to Control the voting and disposition of such Company Shares (if any) and any other Securities (if any) held by it; and (iii) none of the Additional Member and its Affiliates Owns, directly or indirectly, any Company Shares or other Securities, other than as set forth on Schedule B hereto

The Additional Member acknowledges that the Existing Members have consented to the admission of the Additional Member to the Consortium on the basis of and in reliance upon (among other things) the representations and warranties in Section 3(a)(1) through Section 3(a)(4) above, and the Existing Members’ consent was induced by such representations and warranties.

Section 7 (Notices), Section 9.8 (Governing Law) and Section 9.9 (Dispute Resolution) of the Consortium Agreement shall apply mutatis mutandis to this Deed.

[Signature page follows.]

IN WITNESS WHEREOF, the Additional Member has executed this Deed as a deed and delivered this Deed as of the day and year first above written.

[Deed of Adherence Signature Page]

Exhibit 99.9

DEED OF ADHERENCE

This Deed of Adherence (this “Deed”) is entered into on October 27, 2025

BY:

Epiphron Capital (Hong Kong) Limited, a limited liability company organized and existing under the laws of the Hong Kong Special Administrative Region with its registered address at RM15, 14/F, Block B, Win Sun Factory building, Tuen Mun, N.T., Hong Kong (the “Additional Member”).

RECITALS:

THIS DEED WITNESSES as follows:

The Additional Member undertakes to each other Party to the Consortium Agreement that it will, with effect from the date hereof, perform and comply with each of the obligations of a Party as if it had been a Party to the Consortium Agreement at the date of execution thereof and the Existing Members agree that where there is a reference to a “Party” it shall be deemed to include a reference to the Additional Member and with effect from the date hereof, all the rights of a Party provided under the Consortium Agreement will be accorded to the Additional Member as if the Additional Member had been a Party under the Consortium Agreement at the date of execution thereof. The Cash Contribution amount and/or the number of Rollover Shares to be contributed by the Additional Member are set forth in Schedule A hereto.

It is duly organized, established and validly existing under the laws of the jurisdiction stated in the preamble of this Deed and has the requisite power and authority to execute, deliver and perform this Deed.

The execution, delivery and performance of this Deed by the Additional Member has been duly authorized by all necessary action on behalf of the Additional Member and no additional proceedings are necessary to approve this Deed.

This Deed has been duly executed and delivered by the Additional Member and constitutes the legal, valid and binding obligation of the Additional Member, enforceable against it in accordance with the terms hereof (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting creditors’ rights generally and general principles of equity).

Its execution, delivery and performance (including the provision and exchange of information) of this Deed will not (i) conflict with, require a consent, waiver or approval under, or result in a breach of or default under, any of the terms of any material contract or agreement to which the Additional Member is a party or by which the Additional Member is bound, or any office the Additional Member holds; (ii) violate any order, writ, injunction, decree or statute, or any rule or regulation, applicable to the Additional Member or any of its properties and assets; or (iii) result in the creation of, or impose any obligation on the Additional Member to create, any lien, charge or other encumbrance of any nature whatsoever upon the Additional Member’s properties or assets.

No broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the Transaction based upon arrangements made by or on behalf of the Additional Member.

As of the date of this Deed, (i) the Additional Member (A) Owns the number of Company Shares set forth under the heading “Company Shares” next to its name on Schedule B hereto, free and clear of any encumbrances or restrictions and (B) Owns the other Securities set forth under the heading “Other Securities” next to its name on Schedule B hereto, in each case free and clear of any encumbrances or restrictions; (ii) the Additional Member has the sole right to Control the voting and disposition of such Company Shares (if any) and any other Securities (if any) held by it; and (iii) none of the Additional Member and its Affiliates Owns, directly or indirectly, any Company Shares or other Securities, other than as set forth on Schedule B hereto.

The Additional Member acknowledges that the Existing Members have consented to the admission of the Additional Member to the Consortium on the basis of and in reliance upon (among other things) the representations and warranties in Section 3(a)(1) through Section 3(a)(4) above, and the Existing Members’ consent was induced by such representations and warranties.

Section 7 (Notices), Section 9.8 (Governing Law) and Section 9.9 (Dispute Resolution) of the Consortium Agreement shall apply mutatis mutandis to this Deed.

[Signature page follows.]

IN WITNESS WHEREOF, the Additional Member has executed this Deed as a deed and delivered this Deed as of the day and year first above written.

[Deed of Adherence Signature Page]