EX-99.6 7 ea026254001ex99-6_crystal.htm DEED OF ADHERENCE BY ADJUVANT FUND AND ADJUVANT FUND DE DATED OCTOBER 5, 2025

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”):

 

(a)Adjuvant Global Health Technology Fund, L.P., a Cayman Islands exempted limited partnership with its principal place of business at 500 5th Avenue, Suite #4000, New York, NY 10110, United States of America; and

 

(b)Adjuvant Global Health Technology Fund DE, L.P., a Delaware limited partnership with its principal place of business at 500 5th Avenue, Suite #4000, New York, NY 10110, United States of America.

 

RECITALS:

 

(A)On August 26, 2025, the parties listed on Annex A to this Deed (the “Existing Members”) entered into a consortium agreement (the “Consortium Agreement”) and proposed to, among other things, undertake an acquisition transaction (the “Transaction”) with respect to LakeShore Biopharma Co., Ltd, an exempted company incorporated under the laws of the Cayman Islands with limited liability and listed on the NASDAQ Capital Market (“NASDAQ”) (the “Company”), pursuant to which the Company would be delisted from NASDAQ and deregistered under the United States Securities Exchange Act of 1934, as amended.

 

(B)Additional members may be admitted to the Consortium pursuant to Section 1.5 of the Consortium Agreement.

 

(C)The Additional Members now wish to participate in the Transaction contemplated under the Consortium Agreement, to sign this Deed, and to be bound by the terms of the Consortium Agreement as Parties thereto, in each case severally and not jointly.

 

THIS DEED WITNESSES as follows:

 

1.Defined Terms And Construction

 

(a)Capitalized terms used but not defined herein shall have the meaning set forth in the Consortium Agreement.

 

(b)This Deed shall be incorporated into the Consortium Agreement as if expressly incorporated into the Consortium Agreement.

 

2.Undertakings

 

(a)Assumption of obligations

 

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.

 

 

 

 

3.Representations And Warranties

 

(a)Each Additional Member represents and warrants to each of the other Parties as follows:

 

(1)Status

 

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.

 

(2)Due Authorization

 

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.

 

(3)Legal, Valid and Binding Obligation

 

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).

 

(4)No Conflict

 

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.

 

(5)No Broker

 

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.

 

(6)Ownership

 

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.

 

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(7)Reliance

 

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.

 

4.Miscellaneous

 

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.]

 

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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.

 

EXECUTED AS A DEED BY   )
     
ADJUVANT GLOBAL HEALTH TECHNOLOGY FUND, L.P.   )
by its general partner Adjuvant Capital GP, L.P.   )
by its general partner Adjuvant Capital Management, LLC   )
    )
By: /s/ Kabeer Aziz   )
Name: Kabeer Aziz   )
Title: Vice President & Secretary   )

 

in the presence of    
Signature: /s/ Glenn Rockman    
Name: Glenn Rockman    
Occupation:  Managing Partner                                  
Address: 500 5th Avenue, Suite #4000, New York, NY 10110, USA    

 

EXECUTED AS A DEED BY   )
     
ADJUVANT GLOBAL HEALTH TECHNOLOGY FUND DE, L.P.   )
by its general partner Adjuvant Capital GP, L.P.   )
by its general partner Adjuvant Capital Management, LLC   )
    )
By: /s/ Kabeer Aziz   )
Name:  Kabeer Aziz   )
Title: Vice President & Secretary                      )

 

in the presence of    
Signature: /s/ Glenn Rockman    
Name: Glenn Rockman    
Occupation:  Managing Partner                                    
Address: 500 5th Avenue, Suite #4000, New York, NY 10110, USA    
     
Notice details (for the Additional Members):    
Address: 500 5th Avenue, Suite #4000, New York, NY 10110, USA    
Attention: Kabeer Aziz    
Facsimile: N/A    
E-mail: kaziz@adjuvantcapital.com    
     
with a copy to (which alone shall not constitute notice):    
Adjuvant Capital Management, LLC    
Address: 500 5th Avenue, Suite #4000, New York, NY 10110, USA    
Attention: Glenn Rockman    
Facsimile: N/A    
E-mail: gr@adjuvantcapital.com    

 

[Deed of Adherence Signature Page]

 

 

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