REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 25th, 2021 • Sierra Lake Acquisition Corp. • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [ ], 2021, is made and entered into by and among Sierra Lake Acquisition Corp., a Delaware corporation (the “Company”), Sierra Lake Sponsor LLC, a Delaware limited liability company (the “Sponsor”; 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”).
WARRANT AGREEMENTWarrant Agreement • February 25th, 2021 • Sierra Lake Acquisition Corp. • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [ ], 2021, is by and between Sierra Lake Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • February 25th, 2021 • Sierra Lake Acquisition Corp. • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [ ], 2021, by and between Sierra Lake Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
FORM OF INDEMNITY AGREEMENTIndemnity Agreement • February 25th, 2021 • Sierra Lake Acquisition Corp. • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [ ], 2021, by and between Sierra Lake Acquisition Corp., a Delaware corporation (the “Company”), and (“Indemnitee”).
Sierra Lake Acquisition Corp. Chicago, IL 60661Letter Agreement • February 25th, 2021 • Sierra Lake Acquisition Corp.
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Sierra Lake Acquisition Corp., a Delaware corporation (the “Company”), and Cantor Fitzgerald & Co., as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 34,500,000 of the Company’s units (including up to 4,500,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-third of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units will be sold in the Public Offering pursuant to a reg
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • February 25th, 2021 • Sierra Lake Acquisition Corp. • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [ ], 2021 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and between Sierra Lake Acquisition Corp., a Delaware corporation (the “Company”), and Sierra Lake Sponsor LLC, a Delaware limited liability company (the “Purchaser”).
SIERRA LAKE ACQUISITION CORP. Lake Forest, IL 60045Sierra Lake Acquisition Corp. • February 25th, 2021 • New York
This agreement (the “Agreement”) is entered into on January 29, 2021 by and between Sierra Lake Sponsor LLC, a Delaware limited liability company (the “Subscriber” or “you”), and Sierra Lake Acquisition Corp., a Delaware corporation (the “Company”, “we” or “us”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 8,625,000 shares (the “Shares”) of Class B common stock, $0.0001 par value per share (the “Class B Common Stock”) up to 1,125,000 of which are subject to forfeiture by you if the underwriters of the initial public offering (“IPO”) of units of the Company (the “Units”), do not fully exercise their over-allotment option (the “Over-allotment Option”). The Company and the Subscriber’s agreements regarding such Shares are as follows:
SIERRA LAKE ACQUISITION CORP.Sierra Lake Acquisition Corp. • February 25th, 2021 • New York
This letter agreement by and between Sierra Lake Acquisition Corp. (the “Company”) and Sierra Lake Sponsor LLC (the “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 Capital 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 or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
