0001140361-20-030053 Sample Contracts

INDEMNITY AGREEMENT
Indemnity Agreement • December 31st, 2020 • Deep Lake Capital Acquisition Corp. • Blank checks • New York

THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 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 • December 31st, 2020 • 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 [●], 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”).

REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT
Registration and Shareholder Rights Agreement • December 31st, 2020 • Deep Lake Capital Acquisition Corp. • Blank checks • New York

THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 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 • December 31st, 2020 • Deep Lake Capital Acquisition Corp. • Blank checks • New York

This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 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”).

WARRANT AGREEMENT DEEP LAKE CAPITAL ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated [●], 2021
Warrant Agreement • December 31st, 2020 • Deep Lake Capital Acquisition Corp. • Blank checks • New York

THIS WARRANT AGREEMENT (this “Agreement”), dated [●], 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”).

Deep Lake Capital Acquisition Corp. PMB 302 Incline Village, NV 89451 Re: Initial Public Offering Ladies and Gentlemen:
Letter Agreement • December 31st, 2020 • 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 17,250,000 of the Company’s units (including up to 2,250,000 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. 930 Tahoe Blvd, Suite 802, PMB 381 Incline Village, NV 89451
Deep Lake Capital Acquisition Corp. • December 31st, 2020 • Blank checks • New York
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