REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 3rd, 2024 • Willow Lane Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of _____, 2024, is made and entered into by and among Willow Lane Acquisition Corp., a Cayman Islands exempted company (the “Company”), Willow Lane Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), BTIG, LLC, a Delaware limited liability company (the “Representative”), and Craig-Hallum Capital Group LLC (“Craig-Hallum”) (the Sponsor, the Representative and Craig-Hallum together with any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
WILLOW LANE ACQUISITION CORP. Suite 415 New York, NY 10107Securities Subscription Agreement • October 3rd, 2024 • Willow Lane Acquisition Corp. • Blank checks • New York
Willow Lane Acquisition Corp., a Cayman Islands exempted company (the “Company”), is pleased to accept the offer Willow Lane Sponsor, LLC, a Delaware limited liability company, (the “Subscriber” or “you”) has made to subscribe for 4,364,250 Class B ordinary shares of the Company (the “Shares”), $0.0001 par value per share (the “Class B Ordinary Shares”), up to 569,250 of which are subject to complete or partial forfeiture by you if the underwriters of the Company’s initial public offering (“IPO”) of units (“Units”) do not fully exercise their over-allotment option (the “Over-allotment Option”). For the purposes of this Agreement, references to “Ordinary Shares” are to, collectively, the Class B Ordinary Shares and the Company’s Class A ordinary shares, $0.0001 par value per share (the “Class A Ordinary Shares”). Pursuant to the Company’s memorandum and articles of association (as may be amended, the “Articles”), Class B Ordinary Shares will convert into Class A Ordinary Shares on a one
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • October 3rd, 2024 • Willow Lane Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of _____, 2024 (as it may from time to time be amended, this “Agreement”), is entered into by and between Willow Lane Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Willow Lane Sponsor, LLC, a Delaware limited liability company (the “Purchaser”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • October 3rd, 2024 • Willow Lane Acquisition Corp. • Blank checks
This Investment Management Trust Agreement (this “Agreement”) is made effective as of _____, 2024 by and between Willow Lane Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
WARRANT AGREEMENTWarrant Agreement • October 3rd, 2024 • Willow Lane Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of ____, 2024, is by and between Willow Lane Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent,” and also referred to herein as the “Transfer Agent”).
FORM OF INDEMNITY AGREEMENTIndemnification Agreement • October 3rd, 2024 • Willow Lane Acquisition Corp. • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [_], 2024, by and between Willow Lane Acquisition Corp., a Cayman Islands exempted company (the “Company”), and the undersigned (“Indemnitee”).
Willow Lane Acquisition Corp. New York, NY 10107 Re: Initial Public Offering Ladies and Gentlemen:Underwriting Agreement • October 3rd, 2024 • Willow Lane Acquisition Corp. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Willow Lane Acquisition Corp., a Cayman Islands exempted company (the “Company”), and BTIG, LLC, as representative (the “Representative”) of the underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”) of up to 12,650,000 of the Company’s units (including up to 1,650,000 units which may be purchased to cover over-allotments, if any) (the “Units”), each Unit comprised of one Class A ordinary share, par value $0.0001 per share, of the Company (the “Class A Ordinary Shares”) and one-half of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the Public Offering pursuant to the registration statement on Form
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • October 3rd, 2024 • Willow Lane Acquisition Corp. • Blank checks • New York
This PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (this “Agreement”) is made as of the _______ day of ____, 2024, by and between Willow Lane Acquisition Corp., a Cayman Islands exempted company (the “Company”), BTIG, LLC (“BTIG”) and Craig-Hallum Capital Group LLC (“Craig-Hallum”) (each a “Subscriber” and together, the “Subscribers”).
WILLOW LANE ACQUISITION CORP.Administrative Services Agreement • October 3rd, 2024 • Willow Lane Acquisition Corp. • Blank checks
This letter agreement by and between Willow Lane Acquisition Corp. (the “Company”) and BLW Office LLC (the “Services Provider”), an affiliate of the Company’s sponsor, Willow Lane Sponsor, LLC (“Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the Nasdaq Global Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination and the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
