0001564590-21-045310 Sample Contracts

UNDERWRITING AGREEMENT between SIERRA LAKE ACQUISITION CORP. and CANTOR FITZGERALD & CO. Dated: [ ], 2021
Underwriting Agreement • August 20th, 2021 • Sierra Lake Acquisition Corp. • Blank checks • New York

The undersigned, Sierra Lake Acquisition Corp., a Delaware corporation (the “Company”), hereby confirms its agreement with Cantor Fitzgerald & Co. (“Cantor Fitzgerald” or the “Representative”) and with the other underwriters named on Schedule A hereto (if any), for which the Representative is acting as representative (the Representative and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter”) as follows:

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INVESTMENT AGREEMENT – 9.9%
Investment Agreement • August 20th, 2021 • Sierra Lake Acquisition Corp. • Blank checks • New York

THIS INVESTMENT AGREEMENT (this “Agreement”), dated as of [●], 2021, is by and among (i) Sierra Lake Acquisition Corp., a Delaware corporation (the “SPAC”), (ii) Sierra Lake Sponsor LLC, a Delaware limited liability company (the “Sponsor”), and (iii) the investors listed on the signature pages hereto (“Investor”). This Agreement may be executed by an investment manager on behalf of managed funds and/or accounts and for the elimination of doubt such fund or account shall, severally and not jointly, be the Investor hereunder.

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