0001140361-21-001331 Sample Contracts

INDEMNITY AGREEMENT
Indemnity Agreement • January 15th, 2021 • Deep Lake Capital Acquisition Corp. • Blank checks • New York

THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of January 12, 2021, by and between Deep Lake Capital Acquisition Corp., a Cayman Islands exempted company (the “Company”), and the “Indemnitee.”

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PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT
Private Placement Warrants Purchase Agreement • January 15th, 2021 • Deep Lake Capital Acquisition Corp. • Blank checks • New York

THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of January 12, 2021, is entered into by and between Deep Lake Capital Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Deep Lake Capital Sponsor LP, a Cayman Islands exempted limited partnership (the “Purchaser”).

WARRANT AGREEMENT
Warrant Agreement • January 15th, 2021 • Deep Lake Capital Acquisition Corp. • Blank checks • New York

THIS WARRANT AGREEMENT (this “Agreement”), dated January 12, 2021, is by and between Deep Lake Capital 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”).

REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT
Registration and Shareholder Rights Agreement • January 15th, 2021 • Deep Lake Capital Acquisition Corp. • Blank checks • New York

THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of January 12, 2021, is made and entered into by and among Deep Lake Capital Acquisition Corp., a Cayman Islands exempted company (the “Company”), Deep Lake Capital Sponsor LP, a Cayman Islands exempted limited partnership (the “Sponsor”), and the undersigned parties listed under Holder on the signature page hereto (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.2 of this Agreement, a “Holder” and collectively the “Holders”).

INVESTMENT MANAGEMENT TRUST AGREEMENT
Investment Management Trust Agreement • January 15th, 2021 • Deep Lake Capital Acquisition Corp. • Blank checks • New York

This Investment Management Trust Agreement (this “Agreement”) is made effective as of January 12, 2021 by and between Deep Lake Capital Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).

Deep Lake Capital Acquisition Corp. PMB 302 Incline Village, NV 89451
Letter Agreement • January 15th, 2021 • Deep Lake Capital Acquisition Corp. • Blank checks • New York

This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Deep Lake Capital Acquisition Corp., a Cayman Islands exempted company (the “Company”) and Citigroup Global Markets Inc. and Jefferies LLC, as representatives (the “Representatives”) of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”) of 20,700,000 of the Company’s units (including up to 2,700,000 units that may be purchased pursuant to the Underwriters’ option to purchase additional units, the “Units”), each comprising one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), and one-half of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment. The Units will be sold in the Publi

DEEP LAKE CAPITAL ACQUISITION CORP.
Deep Lake Capital Acquisition Corp. • January 15th, 2021 • Blank checks • New York

This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) for the initial public offering (the “IPO”) of the securities of Deep Lake Capital Acquisition Corp. (the “Company”) and continuing until the earlier of (i) the consummation by the Company of an initial business combination and (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), Deep Lake Capital Management LLC (the “Provider”) shall take steps directly or indirectly to make available to the Company certain office space, secretarial and administrative services as may be required by the Company from time to time, situated at 930 Tahoe Blvd, Suite 802, PMB 381, Incline Village, NV 89451 (or any successor location). In exchange therefore, the Company shall pay the Provider a sum of $15,000 per month commencing on the Effect

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