8-K
Willow Lane Acquisition Corp. (WLAC)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): January 13, 2026
WILLOW
LANE ACQUISITION CORP.
(Exact name of registrant as specified in its charter)
| Cayman Islands | 001-42400 | 00-0000000N/A |
|---|---|---|
| (State<br> or other jurisdiction<br><br> <br>of<br> incorporation) | (Commission<br><br> <br>File<br> Number) | (I.R.S.<br> Employer<br><br> <br>Identification<br> Number) |
| 250 West 57th Street, Suite 415<br><br> <br>New York, New York | 10107 | |
| --- | --- | |
| (Address<br> of principal executive offices) | (Zip<br> Code) |
Registrant’s telephone number, including area code: (646) 565-3861
NotApplicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☒ | Written<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement<br> communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Units,<br> each consisting of one Class A ordinary share and one-half of one redeemable warrant | WLACU | The<br> Nasdaq Stock Market LLC |
| Class<br> A ordinary shares, par value $0.0001 per share | WLAC | The<br> Nasdaq Stock Market LLC |
| Warrants,<br> each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share | WLACW | The<br> Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item1.01 Entry into a Material Definitive Agreement.
AmendmentNo. 1 to the Business Combination Agreement
As previously disclosed, on September 15, 2025, Willow Lane Acquisition Corp., a Cayman Islands exempted company (“Willow Lane”), entered into a Business Combination Agreement (the “Business Combination Agreement”) with (i) Boost Run Inc., a Delaware corporation (“Pubco”), (ii) Benchmark Merger Sub I Inc., a Delaware corporation and a wholly-owned subsidiary of Pubco, (iii) Benchmark Merger Sub II LLC, a Delaware limited liability company and a wholly-owned subsidiary of Pubco, (iv) Boost Run Holdings, LLC, a Delaware limited liability company (“Boost Run”), (v) George Peng, solely in the capacity as the representative from and after the Effective Time (as defined in the Business Combination Agreement) for Willow Lane shareholders as of immediately prior to the Effective Time and their successors and assigns (other than the holders of Boost Run’s issued and outstanding membership interests (the “Sellers”)) in accordance with the terms and conditions of the Business Combination Agreement, and (vi) Andrew Karos, solely in the capacity as the representative from and after the Effective Time for the Sellers as of immediately prior to the Effective Time (and their successors and assigns) in accordance with the terms and conditions of the Business Combination Agreement, for a proposed business combination (the “Business Combination”).
On January 13, 2026, the parties to the Business Combination Agreement entered into Amendment No. 1 to the Business Combination Agreement (the “Amendment No. 1 to the Business Combination Agreement”), which amends the Business Combination Agreement to, among other things, extend the Outside Date (as defined in the Business Combination Agreement) to June 30, 2026, and remove the covenant that the post-closing Pubco board be comprised of a majority of directors who qualify as “independent” under Nasdaq rules.
A copy of the Amendment No. 1 to the Business Combination Agreement is filed as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference, and the foregoing description of the Amendment No. 1 to the Business Combination Agreement is qualified in its entirety by reference thereto.
Item 8.01 Other Events.
EarnoutAgreement Amendment
As previously disclosed, Pubco, Goodrich ILMJS LLC (the “SPV”) and Willow Lane Sponsor, LLC (the “Sponsor”) entered an earnout agreement, dated September 15, 2025 (the “Earnout Agreement”), in connection with the signing of the Business Combination Agreement.
On January 13, 2026, Pubco, the SPV and the Sponsor entered into an amendment to the Earnout Agreement (the “Earnout Agreement Amendment”) to amend the number of Pubco Class A Common Stock, par value $0.0001 (the “Pubco Class A Common Stock”) the Sponsor and the SPV will receive. Pursuant to the Earnout Agreement Amendment, the previous share allocation of 1,687,500 newly issued shares of Pubco Class A Common Stock to the Sponsor and the SPV each has been amended to reflect that the Sponsor and the SPV will now be eligible to receive up to 1,125,000 and 1,968,750 newly issued shares of Pubco Class A Common Stock, respectively.
The foregoing description of the Earnout Agreement Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of Earnout Agreement Amendment, which is filed as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
ConsultingAgreement
On January 13, 2026, Pubco entered into a Consulting Agreement (the “Consulting Agreement”) with B. Luke Weil, Chief Executive Officer and Chairman of the Board of Directors of Willow Lane (the “Consultant”), pursuant to which the Consultant agreed to provide advice, as needed, with respect to business strategy and corporate governance and to use his reasonable efforts to introduce Pubco to clients and investors (the “Services”). Pursuant to the Consulting Agreement, the Consultant will provide Services to Pubco commencing on the first business day following the closing of the Business Combination (the “Closing”). The Consultant will act as an independent contractor.
In consideration for the services to be provided under the Consulting Agreement, the Company agreed to grant the Consultant an aggregate 336,000 shares of Pubco Class A Common Stock (the “Stock Grant”), which shall vest across three separate tranches as described below:
| a. | In<br> the event that the volume weighted average price (“VWAP”) of Pubco Class A Common<br> Stock on the trading market equals or exceeds $12.00 per share (as adjusted for stock splits,<br> stock dividends, reorganizations and recapitalizations) for any thirty (30) trading days<br> within any consecutive forty-five (45) trading days, then, 112,000 shares of the Stock Grant<br> shall immediately vest. |
|---|---|
| b. | In<br>the event that the VWAP of Pubco Class A Common Stock on the trading market equals or exceeds $14.50 per share (as adjusted for stock<br>splits, stock dividends, reorganizations and recapitalizations) for any thirty (30) trading days within any consecutive forty-five (45)<br>trading days, then, 112,000 shares of the Stock Grant shall immediately vest. |
| c. | In<br>the event that the VWAP of Pubco Class A Common Stock on the trading market equals or exceeds $17.00 per share (as adjusted for stock<br>splits, stock dividends, reorganizations and recapitalizations) for any thirty (30) trading days within any consecutive forty-five (45)<br>trading days, then, 112,000 shares of the Stock Grant shall immediately vest. |
The Consultant is entitled to the same registration rights for the Stock Grant as those afforded to the Sponsor, and Consultant shall be included as a party to the amended and restated registration rights agreement to be entered into by and among Pubco, the Sponsor and the Sellers, among others, contemporaneously with the Closing of the Business Combination.
The Consulting Agreement may be terminated by either Pubco or the Consultant with 30 days’ written notice for any reason or with or without “cause” or “good reason.” In the event the Consulting Agreement is terminated by Pubco for cause or by the Consultant without good reason, the Consultant will retain any then vested shares of Pubco Class A Common Stock, but will not be able to receive any then unvested shares. In the event the Consulting Agreement is terminated by Pubco without cause, by the Consultant for good reason or in the event of either the death or disability of the Consultant, the Consultant will retain all then vested shares and continue to be eligible to receive the remainder of any then unvested shares. Furthermore, the Consulting Agreement contains customary representations, warranties, indemnification provisions and limitations of liability.
The foregoing description of the Consulting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Consulting Agreement, which is filed as Exhibit 99.2 to this Current Report on Form 8-K and incorporated herein by reference.
LetterAgreement
As previously disclosed, Willow Lane entered into an underwriting agreement dated November 7, 2024 (the “Underwriting Agreement”), with several underwriters, in connection with Willow Lane’s initial public offering.
On January 13, 2026, Willow Lane, Boost Run and Craig-Hallum Capital Group, LLC, co-manager for the Willow IPO (“Craig-Hallum”), entered into a letter agreement (the “Letter Agreement”), pursuant to which, Craig-Hallum has agreed to reduce its deferred underwriting commission by $500,000, in exchange for the right of participation in any in any subsequent financing by Pubco (the “Pubco Subsequent Financings”) after the Closing where a bank or agent is paid commissions or fees (the “Right of Participation”). The Right of Participation will last for 12 months after the Closing, and Craig-Hallum will be offered no less than 10% economics of the commissions or fees paid to banks or agents in the Pubco Subsequent Financings. The Right of Participation will expire at the earlier of (i) 12 months from the Closing and (ii) receipt by Craig-Hallum of at least $250,000 in net fees or commissions as part of the Pubco Subsequent Financings.
The foregoing description of the Letter Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Letter Agreement, which is filed as Exhibit 99.3 to this Current Report on Form 8-K and incorporated herein by reference.
AdditionalInformation and Where to Find It
Willow Lane, Boost Run and Pubco intend to file relevant materials with the Securities and Exchange Commission (the “SEC”), including a Registration Statement on Form S-4 (as may be amended, the “Registration Statement”), which will include a proxy statement of Willow Lane and a prospectus in connection with Business Combination, referred to as a proxy statement/prospectus. The definitive proxy statement and other relevant documents will be mailed to shareholders of Willow Lane as of a record date to be established for voting on Willow Lane’s proposed Business Combination with Boost Run. SHAREHOLDERS OF WILLOW LANE AND OTHER INTERESTED PARTIES ARE URGED TO READ, WHEN AVAILABLE, THE REGISTRATION STATEMENT, THE PRELIMINARY PROXY STATEMENT AND AMENDMENTS THERETO, THE DEFINITIVE PROXY STATEMENT AND ALL OTHER RELEVANT DOCUMENTS FILED OR THAT WILL BE FILED WITH THE SEC IN CONNECTION WITH WILLOW LANE’S SOLICITATION OF PROXIES FOR THE EXTRAORDINARY GENERAL MEETING OF ITS SHAREHOLDERS TO BE HELD TO APPROVE THE BUSINESS COMBINATION BECAUSE THESE DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION ABOUT WILLOW LANE, BOOST RUN, PUBCO AND THE BUSINESS COMBINATION. Shareholders will be able to obtain copies of the Registration Statement and the proxy statement/prospectus, without charge, once available, on the SEC’s website at www.sec.gov or by directing a request to: Willow Lane Acquisition Corp, 250 West 57th Street, Suite 415, New York, NY 10107; or Boost Run Holdings, LLC, 5 Revere Drive, Suite 200 Northbrook, IL 60062.
Forward-LookingStatements
This Form 8-K contains certain forward-looking statements within the meaning of the federal securities laws with respect to the Business Combination, including expectations, hopes, beliefs, intentions, plans, prospects, financial results or strategies regarding Boost Run and the Business Combination. Forward-looking statements may be identified by the use of words such as “estimate,” “plan,” “project,” “forecast,” “intend,” “may,” “will,” “expect,” “continue,” “should,” “would,” “anticipate,” “believe,” “seek,” “target,” “predict,” “potential,” “seem,” “future,” “outlook” or other similar expressions that predict or indicate future events or trends or that are not statements of historical matters, but the absence of these words does not mean that a statement is not forward-looking. These forward-looking statements include, but are not limited to, references with respect to the anticipated benefits and timing of the completion of the Business Combination; statements about Boost Run’s new and expanded commercial relationships; statements about Boost Run’s market opportunity and the potential growth of that market; Boost Run’s strategy, outcomes and growth prospects; trends in Boost Run’s industry and markets; the competitive environment in which Boost Run operates; and the ability for Boost Run to raise funds to support its business. These statements are based on various assumptions, whether or not identified in this Form 8-K, and on the current expectations of Boost Run’s and Willow Lane’s management and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of Boost Run and Willow Lane.
These forward-looking statements (including projections) are predictions, and other statements about future events or conditions that are based on current expectations, estimates and assumptions and, as a result, are subject to risks and uncertainties, including the occurrence of any event, change or other circumstances that could give rise to the termination of the Business Combination Agreement; the risk that the Business Combination disrupts Boost Run’s current plans and operations as a result of the announcement and consummation of the Business Combination; the inability of the parties to recognize the anticipated benefits of the Business Combination; the ability to maintain the listing of Willow Lane’s securities on a national securities exchange; the ability to obtain or maintain the listing of the Pubco’s securities on Nasdaq following the Business Combination, including having the requisite number of shareholders; costs related to the Business Combination; changes in business, market, financial, political and legal conditions; Boost Run’s limited operating history, lack of history of operating as a public company and the rapidly evolving industry in which it operates; Boost Run’s use and reporting of business and operational metrics; uncertainties surrounding Boost Run’s business model; Boost Run’s expectations regarding future financial performance, capital requirements and unit economics; Boost Run’s competitive landscape; capital market, interest rate and currency exchange risks; Boost Run’s ability to manage growth and expand its operations; Boost Run’s ability to attract and retain additional customers and additional business from existing customers; Boost Run’s ability to secure additional data center capacity at affordable rates; Boost Run’s ability to acquire the GPUs necessary to expand its business at anticipated prices; the prices at which Boost Run will be able to sell the services it provides; Boost Run’s ability to provide reliable high compute services; Boost Run’s ability to successfully develop and sell new products and services; the risk that Boost Run’s technology and infrastructure may not operate as expected, including but not limited to as a result of significant coding, manufacturing or configuration errors; the failure to offer high quality technical support; Boost Run’s dependence on members of its senior management and its ability to attract and retain qualified personnel; uncertainty or changes with respect to taxes, trade conditions and the macroeconomic and geopolitical environment; risks related to the marketing of Boost Run’s services to various government entities; uncertainty or changes with respect to laws and regulations; data protection or cybersecurity incidents and related regulations; disruption in the electrical power grid at or near one or more of Boost Run’s data centers; physical security breaches; supply chain disruptions; changes in tariffs or import restrictions; Boost Run’s lack of business interruption insurance; Boost Run’s ability to maintain, protect and defend its intellectual property rights; the risk that the Business Combination may not be completed in a timely manner or at all, which may adversely affect the price of Willow Lane’s securities; the risk that the Business Combination may not be completed by Willow Lane’s business combination deadline and the potential failure to obtain an extension of the business combination deadline if sought by Willow Lane; the failure to satisfy the conditions to the consummation of the Business Combination; the outcome of any legal proceedings that may be instituted against Boost Run, Willow Lane, Pubco or others following announcement of the proposed Business Combination and transactions contemplated thereby; the risk that shareholders of Willow Lane could elect to have their shares redeemed, leaving Pubco with insufficient cash to execute its business plans; past performance by Boost Run management team may not be indicative of the future performance of Pubco after the Business Combination; the risk that an active market for the securities of Pubco after the Business Combination may not develop; and those risk factors discussed in documents of Willow Lane, Boost Run and Pubco filed, or to be filed, with the SEC. If any of these risks materialize or the assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that neither Willow Lane nor Boost Run presently know or can anticipate or that Willow Lane and Boost Run currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect Willow Lane’s, Boost Run’s and Pubco’s expectations, plans or forecasts of future events and views as of the date of this Form 8-K. Willow Lane, Boost Run and Pubco anticipate that subsequent events and developments will cause Willow Lane’s, Boost Run’s and Pubco’s assessments to change. However, while Willow Lane, Boost Run and Pubco may elect to update these forward-looking statements at some point in the future, Willow Lane, Boost Run and Pubco specifically disclaim any obligation to do so. Readers are referred to the most recent reports filed with the SEC by Willow Lane. Readers are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made, and Willow Lane, Boost Run and Pubco undertake no obligation to update or revise the forward-looking statements, whether as a result of new information, future events or otherwise.
Participantsin the Solicitation
Willow Lane, Boost Run and Pubco and their respective directors and executive officers may be deemed under SEC rules to be participants in the solicitation of proxies from Willow Lane’s shareholders in connection with the Business Combination. A list of the names of such directors and executive officers, and information regarding their interests in the Business Combination and their ownership of Willow Lane’s securities are, or will be, contained in filings with the SEC relating to the Business Combination. Additional information regarding the interests of the persons who may, under SEC rules, be deemed participants in the solicitation of proxies of Willow Lane’s shareholders in connection with the Business Combination, including the names and interests of Boost Run’s directors and executive officers, will be set forth in the proxy statement/prospectus included in the Registration Statement for the Business Combination. You may obtain free copies of these documents from the sources described above.
NoOffer or Solicitation
This Current Report on Form 8-K shall not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Business Combination. This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy any securities pursuant to the Business Combination or otherwise, nor shall there be any sale of securities in any jurisdiction in which the offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or an exemption therefrom.
NEITHER
THE SEC NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE BUSINESS COMBINATION DESCRIBED HEREIN, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR ANY RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS REPORT. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.
Item9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description |
|---|---|
| 2.1 | Amendment No. 1 to the Business Combination Agreement, dated as of January 13, 2026, by and among Willow Lane Acquisition Corp., Boost Run Holdings, LLC and Boost Run Inc. |
| 99.1 | Earnout<br> Agreement Amendment, dated January 13, 2026, by and among Boost Run, Inc., Willow Lane Sponsor LLC and Goodrich ILMJS LLC |
| 99.2† | Consulting<br> Agreement, dated January 13, 2026, by and between Boost Run Inc., and B. Luke Weil |
| 99.3 | Letter Agreement, dated January 13,<br> 2026, by and among Willow Lane Acquisition Corp., Boost Run Holdings, LLC and Craig-Hallum Capital Group, LLC |
| 104 | Cover<br> Page Interactive Data File (embedded within the Inline XBRL document) |
| † | Certain<br> personally identifiable information has been omitted from this exhibit pursuant to Item 601(a)(6) of Regulation S-K. |
| --- | --- |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| WILLOW LANE ACQUISITION CORP. | ||
|---|---|---|
| By: | /s/ B. Luke Weil | |
| Name: | B.<br> Luke Weil | |
| Title: | Chief<br> Executive Officer | |
| Dated:<br> January 13, 2026 |
Exhibit2.1
AMENDMENTNO. 1 TO THE BUSINESS COMBINATION AGREEMENT
THIS AMENDMENT NO. 1 TO THE BUSINESS COMBINATION AGREEMENT, dated as of January 13, 2026 (this “Amendment”), amends the Business Combination Agreement, dated as of September 15, 2025 (the “BCA”), by and among (i) Willow Lane Acquisition Corp., a Cayman Islands exempted company (together with its successors, including after the Conversion, “SPAC”), (ii) Boost Run Inc., a Delaware corporation (“Pubco”), (iii) Benchmark Merger Sub I Inc., a Delaware corporation and a wholly-owned subsidiary of Pubco (“SPAC Merger Sub”), (iv) Benchmark Merger Sub II LLC, a Delaware limited liability company and a wholly-owned subsidiary of Pubco (“Company Merger Sub”), (v) Boost Run Holdings, LLC, a Delaware limited liability company (together with its successors, the “Company”), (vi) George Peng, solely in the capacity as the representative from and after the Effective Time for SPAC shareholders as of immediately prior to the Effective Time and their successors and assigns in accordance with the terms and conditions of this Agreement (the “SPAC Representative”) and (vii) Andrew Karos, solely in the capacity as the representative from and after the Effective Time for the Sellers as of immediately prior to the Effective Time (and their successors and assigns) in accordance with the terms and conditions of this Agreement (the “Seller Representative”, together with SPAC, Pubco, SPAC Merger Sub, Company Merger Sub, Company, SPAC Representative each, a “Party” and, collectively, the “Parties”), is made and entered into by and between the Parties.
RECITALS
WHEREAS, Section 10.8 of the BCA sets forth that the BCA may be amended, supplemented or modified only by execution of a written instrument signed by each of SPAC, the Company and Pubco; and
WHEREAS, the Parties desire to amend certain provisions of the BCA as set forth in this Amendment, in accordance with Section 10.8 of the BCA.
NOW,THEREFORE, in consideration of the mutual promises and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, intending to be legally bound, the Parties hereby agree as follows:
AGREEMENT
| 1. | Definitions.<br> Except as otherwise provided herein or if context otherwise requires, capitalized terms used<br> but not defined in this Amendment shall have the respective meanings ascribed to such terms<br> in the BCA. |
|---|---|
| 2. | Amendments<br> to the BCA. The Parties hereby agree that the BCA shall be deemed to be amended as follows: |
| --- | --- |
| 2.1. | The<br> language of Section 6.17(a) of the BCA is hereby deleted in its entirety and replaced by<br> the following: |
| --- | --- |
“(a) The Parties shall take all necessary action, including causing the directors of the Pubco to resign, so that effective as of the Closing, Pubco’s board of directors (the “Post-Closing Pubco Board”) will consist of seven (7) individuals. Immediately after the Closing, the Parties shall take all necessary action to designate and appoint to the Post-Closing Pubco Board (i) two (2) persons designated by SPAC prior to the Closing (the “SPAC Directors”) and (ii) five (5) persons that are designated by the Company prior to the Closing (the “Company Directors”). At or prior to the Closing, Pubco will provide each member of the Post-Closing Pubco Board with a customary director indemnification agreement, in form and substance reasonably acceptable to such SPAC Director.
| 2.2. | The<br> language of Section 8.1(b) of the BCA is hereby deleted in its entirety and replaced by the<br> following: |
|---|
“(b) by written notice by SPAC or the Company if any of the conditions to the Closing set forth in Article VII have not been satisfied or waived by June 30, 2026 (the “Outside Date”); provided, however, the right to terminate this Agreement under this Section 8.1(b) shall not be available to a Party if the breach or violation by such Party or its Affiliates of any representation, warranty, covenant or obligation under this Agreement was the cause of, or resulted in, the failure of the Closing to occur on or before the Outside Date;”
| 3. | Authority<br> Relative to Amendment. Each Party hereto represents and warrants that it has all requisite<br> company or corporate power and authority to execute and deliver this Amendment. This Amendment<br> constitutes, assuming due authorization, execution, and delivery by the other Parties hereto,<br> a legal, valid, and binding obligation of such Party, enforceable against such Party in accordance<br> with its terms, subject to any Enforceability Exceptions. |
|---|---|
| 4. | Effectiveness.<br> All of the provisions of this Amendment shall be effective as of the date of this Amendment.<br> Except to the extent specifically amended hereby, all of the terms of the BCA shall remain<br> unchanged and in full force and effect, and, to the extent applicable, such terms shall apply<br> to this Amendment as if it formed a part of the BCA. |
| --- | --- |
| 5. | References<br> to the BCA. After giving effect to this Amendment, each reference in the BCA to “this<br> Agreement”, “hereof”, “hereunder” or words of like import referring<br> to the BCA shall refer to the BCA as amended by this Amendment. All references in the BCA<br> to “the date hereof” or “the date of this Agreement” shall refer<br> to September 15, 2025. |
| --- | --- |
| 6. | Entire<br> Agreement. This Amendment, the BCA (including the Exhibits thereto) and the Ancillary<br> Documents constitute the entire agreement between the Parties with respect to the subject<br> matter hereof and supersede all prior and contemporaneous agreements and undertakings, both<br> written and oral, between the Parties, or any of them, with respect to the subject matter<br> hereof and thereof. |
| --- | --- |
| 7. | Expenses.<br> All Expenses incurred in connection with this Amendment and the transactions contemplated<br> hereby will be reimbursed in accordance with Section 8.3 of the BCA. |
| --- | --- |
| 8. | Other<br> Provisions. The provisions of Article X (Miscellaneous) of the BCA shall, to the extent<br> not already set forth in this Amendment, apply mutatis mutandis to this Amendment, and to<br> the BCA as modified by this Amendment, taken together as a single agreement, reflecting the<br> terms as modified hereby. |
| --- | --- |
[Remainderof page intentionally left blank]
INWITNESS WHEREOF, the Parties have caused this Amendment No. 1 to the Business Combination Agreement to be duly executed as of the date first above written.
| BOOST RUN INC. | |
|---|---|
| By: | /s/ Andrew Karos |
| Name: | Andrew<br> Karos |
| Title: | Chief<br> Executive Officer |
[Signature page to Amendment No. 1 to Ordinary Shares Agreement]
INWITNESS WHEREOF, the Parties have caused this Amendment No. 1 to the Business Combination Agreement to be duly executed as of the date first above written.
| WILLOW LANE ACQUISITION CORP. | |
|---|---|
| By: | /s/ B. Luke Weil |
| Name: | B.<br> Luke Weil |
| Title: | Chief<br> Executive Officer |
[Signaturepage to Amendment No. 1 to Ordinary Shares Agreement]
INWITNESS WHEREOF, the Parties have caused this Amendment No. 1 to the Business Combination Agreement to be duly executed as of the date first above written.
| BOOST RUN HOLDINGS, LLC | |
|---|---|
| By: | /s/ Andrew Karos |
| Name: | Andrew<br> Karos |
| Title: | Manager |
[Signaturepage to Amendment No. 1 to Ordinary Shares Agreement]
Exhibit99.1
AMENDMENTTO EARNOUT AGREEMENT
THISAMENDMENT TO EARNOUT AGREEMENT (this “Amendment”) dated as of January 13, 2026 (the “ExecutionDate”), is entered into by and among Willow Lane Sponsor, LLC, a Delaware limited liability company, (the “Sponsor”), Goodrich ILMJS LLC, a Delaware limited liability company (“SPV” and, together with the Sponsor, the “DesignatedEarnout Recipients”) and Boost Run Inc., a Delaware corporation (“Pubco”). The Sponsor, SPV and Pubco are sometimes referred to herein each as a “Party” and together the “Parties”.
WHEREAS, on September 15, 2025, (i) Pubco, (ii) Willow Lane Acquisition Corp. (“SPAC”), (iii) Boost Run Holdings, LLC, a Delaware limited liability company (the “Company”), (iv) Benchmark Merger Sub I LLC, a Delaware limited liability company and a wholly-owned subsidiary of Pubco, (v) and Benchmark Merger Sub II LLC, a Delaware limited liability company and a wholly-owned subsidiary of Pubco, entered into that certain Business Combination Agreement (as amended from time to time, the “BusinessCombination Agreement”);
WHEREAS, in connection with entering into the Business Combination Agreement, Pubco, SPAC, and the Company entered into that certain Earnout Agreement on September 15, 2025 (the “Earnout Agreement”), whereby an earnout (the “Earnout”), is to be issued on a contingent basis dependent on the performance of Pubco Class A Common Stock in the form of newly issued shares of Pubco Class A Common Stock (subject to equitable adjustment for stock splits, stock dividends, combinations, recapitalizations and the like after the Closing, including to account for any equity securities into which such shares are exchanged or converted, the “EarnoutShares”), to certain recipients;
WHEREAS, Pubco, SPAC and the Company have agreed that certain Earnout Shares of Pubco Class A Common Stock should be issued on a contingent basis, dependent on the performance of the Pubco Class A Common Stock, to the Designated Earnout Recipients, free and clear of all Liens.
NOW,THEREFORE, in consideration of the premises, representations, warranties and the mutual covenants contained in the Earnout Agreement and this Amendment, and for other good and valuable consideration, the receipt, sufficiency and adequacy of which are hereby acknowledged, the Parties agree as follows:
| 1. | The<br> Parties agree that, effective as of the Execution Date, the following definition is hereby<br> added to the Earnout Agreement: |
|---|
“Earnout Allocation” means (i) for SPV, 1,968,750 of the Earnout Shares, and (ii) for Sponsor, 1,125,000 of the Earnout Shares.
| 2. | The<br> Parties agree that, effective as of the Execution Date, Section 1 of the Earnout Agreement<br> is hereby deleted in its entirety and replaced with the following: |
|---|
1.Earnout
| (a) | Following<br> the Closing, the Designated Earnout Recipients shall have the contingent right to receive<br> their respective Earnout Allocation of the Earnout Shares totaling 3,093,750 shares of Pubco<br> Class A Common Stock in the aggregate (subject to equitable adjustment for stock splits,<br> stock dividends, combinations, recapitalizations and the like after the Closing, including<br> to account for any equity securities into which such shares are exchanged or converted, the<br> “Designated Earnout Shares”), based on the performance of the Pubco<br> Class A Common Stock and the achievement of Share Price Targets (as defined below) during<br> the three-year period beginning on the Closing Date and ending on the third anniversary of<br> the Closing Date (the “Earnout Period”), in accordance with this<br> Section 1 based upon the occurrence of the following events, if any, during the Earnout Period.<br> The Designated Earnout Shares will be reserved for issuance by Pubco and shall be subject<br> to that certain Registration Rights Agreement, entered into contemporaneously with this Earnout<br> Agreement. |
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(i) In the event that the VWAP of the Pubco Class A Common Stock on the Trading Market equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) (the “TierI Share Price Target”) for any twenty (20) Trading Days within any consecutive thirty (30) Trading Days during the Earnout Period, then, subject to the terms and conditions of this Earnout Agreement, SPV will be entitled to receive 656,250 of the Designated Earnout Shares and Sponsor will be entitled to receive 375,000 of the Designated Earnout Shares with respect to the Tier I Share Price Target.
(ii) In the event that the VWAP of the Pubco Class A Common Stock on the Trading Market equals or exceeds $15.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) (the “TierII Share Price Target”) for any twenty (20) Trading Days within any consecutive thirty (30) Trading Days during the Earnout Period, then, subject to the terms and conditions of this Earnout Agreement, SPV will be entitled to receive 656,250 of the Designated Earnout Shares and Sponsor will be entitled to receive 375,000 of the Designated Earnout Shares with respect to the Tier II Share Price Target.
(iii) In the event that the VWAP of the Pubco Class A Common Stock on the Trading Market equals or exceeds $17.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) (the “TierIII Share Price Target” and the Tier I Share Price Target and the Tier II Share Price Target, collectively, “SharePrice Targets”) for any twenty (20) Trading Days within any consecutive thirty (30) Trading Days during the Earnout Period, then, subject to the terms and conditions of this Earnout Agreement, SPV will be entitled to receive 656,250 of the Designated Earnout Shares and Sponsor will be entitled to receive 375,000 of the Designated Earnout Shares with respect to the Tier III Share Price Target.
For avoidance of doubt, (x) when the Tier II Price Target is achieved, the Tier I Price Target will have been achieved (either simultaneously or previously), and (y) when the Tier III Price Target is achieved, each of the Tier I Price Target and the Tier II Price Target will have been achieved (either simultaneously or previously).
| (b) | In<br> the event that one or more of the Share Price Targets are not met during the Earnout Period,<br> the Designated Earnout Recipients shall not be entitled to receive the portion of the Earnout<br> Shares that is applicable to the Share Price Target that has not been met. |
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| 3. | The<br> Parties acknowledge that this Amendment constitutes an amendment of the Earnout Agreement<br> and complies with the requirements to amend the Earnout Agreement as set forth in Section<br> 7(k) (Amendment) of the Earnout Agreement. Except as amended by this Amendment, the Earnout<br> Agreement remains in full force and effect in accordance with its terms. The Parties hereby<br> ratify and confirm the Earnout Agreement, as hereby modified and amended by this Amendment.<br> All references to the Earnout Agreement shall hereafter be deemed to refer to the Earnout<br> Agreement as amended by this Amendment. If any provision of this Amendment is determined<br> to conflict with any provision of the Earnout Agreement, the provisions of this Amendment<br> shall be deemed controlling to the extent of that conflict. |
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| 4. | The<br> Earnout Agreement, as amended by this Amendment, constitutes the entire agreement between<br> the Parties pertaining to the subject matter hereof and thereof, and supersedes all prior<br> agreements, understandings, negotiations and discussions, whether oral or written, between<br> the Parties pertaining to the subject matter hereof and thereof. |
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| 5. | The<br> provisions of Section 7(a) (Notices), 7(h) (Governing Law), 7(i) (Jurisdiction) and 7(j)<br> (Waiver of Jury Trial) of the Earnout Agreement are hereby incorporated by reference, mutatis mutandis. |
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| 6. | This<br> Amendment may be executed in counterparts, and each such counterpart shall be deemed to be<br> an original instrument, but all such counterparts together shall constitute for all purposes<br> one agreement. |
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[SignaturePage Follows]
INWITNESS WHEREOF, the undersigned have executed this Amendment to be effective as of the date first set forth above.
| Pubco: | |
|---|---|
| BOOST RUN INC. | |
| By: | /s/ Andrew Karos |
| Name: | Andrew<br> Karos |
| Title: | Chief<br> Executive Officer |
| Sponsor: | |
| WILLOW LANE SPONSOR, LLC | |
| By: | /s/ B. Luke Weil |
| Name: | B.<br> Luke Weil |
| Title: | Managing<br> Member |
| SPV: | |
| GOODRICH ILMJS LLC | |
| By: | /s/ Sean Goodrich |
| Name: | Sean<br> Goodrich |
| Title: | Managing<br> Member |
Exhibit99.2
Certainpersonally identifiable information has been omitted from this exhibit pursuant to item 601(a)(6) of Regulation S-K. [***] indicatesthat information has been redacted.
CONSULTINGSERVICES AGREEMENT
THIS CONSULTING SERVICES AGREEMENT (this “Agreement”) is entered into as of January 13, 2026 (the “EffectiveDate”) by and between Boost Run, Inc., a Delaware corporation (the “Company”) and Mr. B. Luke Weil (the “Consultant”) (each a “Party” and together, the “Parties”).
WHEREAS, on September 15, 2025, (i) the Company, (ii) Willow Lane Acquisition Corp., (iii) Boost Run Holdings, LLC, a Delaware limited liability company, (iv) Benchmark Merger Sub I LLC, a Delaware limited liability company and a wholly-owned subsidiary of Company, (v) and Benchmark Merger Sub II LLC, a Delaware limited liability company and a wholly-owned subsidiary of Company, entered into that certain Business Combination Agreement (as amended from time to time, the “Business Combination Agreement”);
WHEREAS, immediately after the closing of the transaction contemplated by the Business Combination Agreement (the “Closing”), the Company desires to avail itself of the expertise of Consultant to provide the services described herein; and
WHEREAS, Consultant desires to provide such services under the terms and conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of the mutual promises and subject to the terms and conditions herein contained, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
| 1. | Services. |
|---|---|
| a. | The<br> Company hereby retains the Consultant to provide advice as needed with respect to business<br> strategy and corporate governance and to use his reasonable efforts to introduce the Company<br> to clients and investors (the “Services”). Consultant shall begin<br> providing the Services on the first business day following the day of the Closing. In connection<br> with Consultant’s performance of the Services, the Company agrees to make its officers,<br> advisors (including legal counsel, auditors, and accountants), and third-party service providers,<br> available to Consultant as reasonably required. |
| --- | --- |
| b. | The<br> relationship of the Parties is solely that of principal and independent contractor. Nothing<br> herein shall be considered to create a partnership, joint venture, or employer-employee relationship,<br> between the Parties or between one Party and the employees or agents of the other Party.<br> None of the employees or agents of either Party shall be eligible for any employee benefits<br> from the other Party. The Parties shall be solely responsible for paying their respective<br> employees and agents and for withholding taxes from their wages. |
| --- | --- |
| 2. | Term;<br> Termination. This Agreement shall have a term (the “Term”)<br> beginning on the Effective Date and ending when terminated in accordance with its terms,<br> provided that this Agreement will terminate automatically if the Business Combination Agreement<br> is terminated for any reason. |
| --- | --- |
| 3. | Consideration<br> – Fees; Expenses. Subject to the terms and conditions set forth herein, and in<br> conjunction with, and as consideration for, the Consultant providing the Services, the Company<br> shall provide the following compensation to Consultant: |
| --- | --- |
| a. | On<br> the day of the Closing, the Company shall grant Consultant 336,000 shares of Class A Common<br> Stock (“Stock Grant”) which shall vest as described below: |
| --- | --- |
| i. | In<br> the event that the VWAP of the Company’s Class A Common Stock on the Trading Market<br> equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations<br> and recapitalizations) (the “Tier I Share Price Target”) for any<br> thirty (30) Trading Days within any consecutive forty-five (45) Trading Days, then, 112,000<br> shares of the Stock Grant shall immediately vest. |
| --- | --- |
| ii. | In<br> the event that the VWAP of the Company’s Class A Common Stock on the Trading Market<br> equals or exceeds $14.50 per share (as adjusted for stock splits, stock dividends, reorganizations<br> and recapitalizations) (the “Tier II Share Price Target”) for any<br> thirty (30) Trading Days within any consecutive forty-five (45) Trading Days, then, 112,000<br> shares of the Stock Grant shall immediately vest. |
| --- | --- |
| iii. | In<br> the event that the VWAP of the Company’s Class A Common Stock on the Trading Market<br> equals or exceeds $17.00 per share (as adjusted for stock splits, stock dividends, reorganizations<br> and recapitalizations) (the “Tier III Share Price Target”) for<br> any thirty (30) Trading Days within any consecutive forty-five (45) Trading Days, then, 112,000<br> shares of the Stock Grant shall immediately vest. |
| --- | --- |
For avoidance of doubt, (x) when the Tier II Price Target is achieved, the Tier I Price Target will have been achieved (either simultaneously or previously), and (y) when the Tier III Price Target is achieved, each of the Tier I Price Target and the Tier II Price Target will be met.
| b. | The<br> Share Consideration shall be governed by the Boost Run 2025 Incentive Award Incentive Plan<br> (“Incentive Plan”) and any award agreement required by the Incentive<br> Plan, provided, however, that this Agreement shall govern if it conflicts with provisions<br> of the Incentive Plan. |
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| c. | The<br> following definitions apply to the Share Consideration: |
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| i. | “Trading Day” means any day on which shares of Company Class A Common Stock are actually<br> traded on the principal securities exchange or securities market on which the shares of Company<br> Class A Common Stock are then traded. |
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| ii. | “VWAP”<br> means, for any security as of any date(s), the dollar volume-weighted average price for such<br> security on the principal securities exchange or securities market on which such security<br> is then traded during the period beginning at 9:30:01 a.m., New York time, and ending at<br> 4:00:00 p.m., New York time, as reported by Bloomberg through its “HP” function<br> (set to weighted average) or, if the foregoing does not apply, the dollar volume-weighted<br> average price of such security in the over-the-counter market on the electronic bulletin<br> board for such security during the period beginning at 9:30:01 a.m., New York time, and ending<br> at 4:00:00 p.m., New York time, as reported by Bloomberg, or, if no dollar volume-weighted<br> average price is reported for such security by Bloomberg for such hours, the average of the<br> highest closing bid price and the lowest closing ask price of any of the market makers for<br> such security as reported by OTC Markets Group Inc. If the VWAP cannot be calculated for<br> such security on such date(s) on any of the foregoing bases, the VWAP of such security on<br> such date(s) shall be the fair market value as determined reasonably and in good faith by<br> a majority of the Disinterested Independent Directors (as defined below). All such determinations<br> shall be appropriately adjusted for any stock dividend, stock split, stock combination, recapitalization<br> or other similar transaction during such period |
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| d. | The<br> Company will advance to Consultant all expenses of providing the Services, including all<br> travel expenses which shall include the same per diem the Company provide to its employees<br> on overnight trips. Consultant shall provide reasonable documentation of such expenses. All<br> travel expenses and any expenses over $500.00 shall require prior written approval of the<br> Company. |
| --- | --- |
| 4. | Termination.<br> Each Party may terminate this engagement on 30 days’ written notice for any reason<br> or no with or without “Cause” or “Good Reason” as this Agreement<br> defines those terms. |
| --- | --- |
| a. | For<br> purposes of this Agreement, “Cause” means any of the following: |
| --- | --- |
i. The Consultant’s conviction of (including any plea of guilty or nolo contendere to), any felony, or any crime involving fraud, dishonesty, misappropriation, or moral turpitude;
ii. The Consultant’s theft, fraud, embezzlement, willful misconduct, breach of fiduciary duty or material falsification of any documents or records of the Company, its subsidiaries or other affiliates (each, a “Group Company”);
iii. any misconduct, moral turpitude or gross negligence of the Consultant in relation to the Services that has a material detrimental effect on a Group Company’s reputation or business;
iv. The Consultant’s willful failure to perform the Consultant’s duties hereunder after written notice from the Board of such failure;
v. The Consultant’s willful failure to cooperate with the Company and its legal counsel in connection with any investigation or other legal or similar proceeding involving any Group Company;
vi. any material breach of this Agreement and, for the avoidance of doubt, the failure of Consultant’s efforts to yield any new client or investor relationships for the Company shall not be considered a material breach of this Agreement or otherwise constitute “Cause” for the Company to terminate this Agreement.
Notwithstanding the foregoing, no event described in clauses (ii) – (vi) of this Section will constitute Cause unless the Board has given the Consultant notice of its intention to terminate the Consultant for Cause, which sets forth the events that constitute Cause, and the Consultant fails to cure such events to the Board’s reasonable satisfaction within fourteen (14) calendar days after receiving such notice.
| b. | Consultant<br> may terminate this engagement upon written notice by the Consultant to the Company of a resignation<br> for Good Reason (provided that at the time of such resignation no notice of the Board’s<br> intention to terminate the Consultant’s engagement for Cause is pending at the time<br> Consultant delivers notice). For purposes of this Agreement, “Good Reason”<br> means the occurrence of any of the following events, without the express written consent<br> of the Consultant, unless such events are fully corrected in all material respects by the<br> Company within sixty (60) calendar days following written notification by the Consultant<br> to the Company of the occurrence of one of the reasons set forth below: |
|---|---|
| i. | material<br> diminution in the Consultant’s duties, authorities or responsibilities (other than<br> temporarily while physically or mentally incapacitated or as required by applicable law); |
| --- | --- |
| ii. | any<br> requirement that the Consultant provide services primarily from a place (including one of<br> the Company’s corporate locations) other than the Consultant’s home office or<br> a corporate office established by the Company not more than 35 miles from the Consultant’s<br> home office; or |
| --- | --- |
| iii. | material<br> breach by the Company of any of its material obligations hereunder, including, but not limited<br> to, the obligation to provide the Share Grant pursuant to the terms set forth therein. |
| --- | --- |
The Consultant must provide the Company with a written notice detailing the specific circumstances alleged to constitute Good Reason within sixty (60) calendar days after the first occurrence of such circumstances, and actually terminate the engagement within thirty (30) calendar days following the expiration of the Company’s sixty (60)-day cure period described above. Otherwise, any claim of such circumstances as “Good Reason” will be deemed irrevocably waived by the Consultant.
| 5. | Consequences<br> of Termination. |
|---|---|
| a. | In<br> the event this engagement is terminated by the Company for Cause or by Consultant without<br> Good Reason, Consultant shall be entitled to keep all vested shares he received from the<br> Share Grant, but no further vesting of the Share Grant shall take place. |
| --- | --- |
| b. | In<br> the event this engagement is terminated by the Company without Cause, or by the Consultant<br> for Good Reason, or Consultant’s engagement ends as a result of his death or disability,<br> Consultant shall be entitled to keep all vested shares he received from the Share Grant,<br> and unvested shares shall continue to vest if and when the Share Price Target(s) that trigger<br> vesting are met. |
| --- | --- |
| 6. | Company<br> Representations. In connection with the transactions contemplated hereby, the Company<br> represents and warrants to the Consultant that: |
| --- | --- |
| a. | The<br> Company is duly organized, validly existing and in good standing under the laws of its jurisdiction<br> of formation, and is qualified to do business in every jurisdiction in which the failure<br> to so qualify would reasonably be expected to have a material adverse effect on the financial<br> condition, operating results or assets of the Company. The Company possesses all requisite<br> power and authority necessary to enter into this Agreement and to carry out the transactions<br> contemplated by this Agreement. Upon execution and delivery by the Company and the Consultant,<br> this Agreement will be a legal, valid and binding agreement of the Company, enforceable against<br> the Company in accordance with its terms. |
| --- | --- |
| b. | The<br> execution, delivery and performance of this Agreement and the consummation by the Company<br> of the transactions contemplated hereby do not violate, conflict with or constitute a default<br> under, in each case, in any material respect, (i) the Company’s memorandum and articles<br> of association, (ii) any agreement, indenture or instrument to which the Company is a party,<br> or (iii) any law, statute, rule or regulation to which the Company is subject, or any agreement,<br> order, judgment or decree to which the Company is subject. |
| --- | --- |
| c. | The<br> Share Consideration has been, or as soon as required under this Agreement shall be, validly<br> issued and, once issued, shall be considered fully paid and non-assessable. |
| --- | --- |
| 7. | Confidentiality. |
| --- | --- |
| a. | As<br> a condition of, and as a material inducement to the Company entering into this Agreement,<br> during the Term and for a period of one (1) year thereafter, the Consultant and his Representatives<br> will not, directly or indirectly, during or after the term of this Agreement, disclose to<br> anyone other than the Company or its representatives, provided that such representatives<br> shall consist of, and be limited to, the directors and officers of the Company, and will<br> not use except in the provision of the Services hereunder, any confidential, proprietary<br> or secret information, documentation or material relating to the Company or its products,<br> services, customers or business operations, personnel or activities, clients, vendors, licensees<br> or licensors, whether learned or disclosed to the Consultant before or after the Effective<br> Date (collectively, and as further defined herein, “Confidential Information”),<br> except with the prior written permission of the Company (which may be withheld in its sole<br> discretion). The Consultant agrees that all Confidential Information (whether or not learned,<br> obtained or developed solely by the Consultant or jointly with others) shall remain the property<br> of the Company. Confidential Information includes, but is not limited to: (i) the terms of<br> this Agreement; (ii) information disclosed by the Company or its Representatives, whether<br> disclosed orally or disclosed or accessed in written, electronic, or other form of media,<br> including, without limitation, any information concerning the past, present, and future business<br> affairs of the Company, finances, organizational structure, internal practices, ideas, know-how<br> and other intellectual property, notes, analyses, reports of the Company; and (iii) any third-party<br> confidential information included with, or incorporated in, any information provided by the<br> Company or its Representatives to the Consultant, including, without limitation, any information<br> concerning a potential target business and any information or materials prepared by the Company<br> in connection with exploring a potential business combination opportunity. The Consultant<br> may disclose Confidential Information to its Representatives who have a need to know such<br> information in connection with the performance of the Services hereunder, provided that such<br> Representatives are advised of the confidential nature of such information and are bound<br> to the Consultant by confidentiality and non-use obligations materially consistent with the<br> provisions of this Section 6. |
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| b. | Upon<br> termination of this Agreement or at any earlier time as requested by the Company, the Consultant<br> and its Representatives will promptly furnish to the Company or destroy (at the election<br> of the Company) any and all copies (in whatever form or medium) of all Confidential Information,<br> including any analyses, compilations, studies or other documents prepared, in whole or in<br> part, on the basis thereof. Notwithstanding the return or destruction of the Confidential<br> Information required by this paragraph, all duties and obligations of the Consultant and<br> its Representatives under this Section 6 shall remain in full force and effect. |
| --- | --- |
| c. | Nothing<br> herein shall be interpreted to prevent Consultant from providing any information to, or cooperating<br> with any investigation by, any governmental agencies, including the U.S. Securities &<br> Exchange Commission, U.S. Department of Justice, or any state securities regulator. |
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| 8. | Miscellaneous. |
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| a. | No<br> Survival of Representations and Warranties. None of the representations and warranties<br> made by the parties hereto in this Agreement shall survive the termination of this Agreement. |
| --- | --- |
| b. | Severability.<br> In the event that any court of competent jurisdiction shall determine that any provision,<br> or any portion thereof, contained in this Agreement shall be unenforceable in any respect,<br> then such provision shall be deemed limited to the extent that such court deems it enforceable,<br> and as so limited shall remain in full force and effect. In the event that such court shall<br> deem any such provision, or portion thereof, wholly unenforceable, the remaining provisions<br> of this Agreement shall nevertheless remain in full force and effect. |
| --- | --- |
| c. | Governing<br> Law; Jurisdiction; Jury Trial Waiver. This<br> Agreement and the rights and obligations of the parties hereunder shall be construed in accordance<br> with and governed by the laws of the State of New York applicable to contracts wholly performed<br> within the borders of such state, without giving effect to the conflict of law principles<br> thereof. The parties hereby irrevocably and unconditionally (i) submit to the jurisdiction<br> of the state courts of New York located in New York County and the United States District<br> Court for the Southern District of New York. Each<br> party hereby knowingly, voluntarily, and intentionally, irrevocably waives the right to a<br> trial by jury in respect to any litigation based hereon, or arising out of, under, or in<br> connection with this Agreement. |
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| d. | Specific<br> Performance. Each party hereto agrees that irreparable damage may occur in the event<br> any provision of this Agreement was not performed by any of the other parties hereto in accordance<br> with the terms hereof and that such party shall be entitled to seek specific performance<br> of the terms hereof, in addition to any other remedy at law or equity, without the necessity<br> of proving that monetary damages would be inadequate or the posting of a bond or other security. |
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| f. | Entire<br> Agreement; Amendment; Waiver; Assignment. This Agreement constitutes the entire understanding<br> of the parties with respect to its subject matter and supersedes any prior oral or written<br> communication or understanding with respect thereto. Except as otherwise provided herein<br> or by applicable law, this Agreement may not be amended or changed in any respect, except<br> by a written agreement executed by both parties hereto. No waiver will be effective unless<br> it is expressly set forth in a written instrument executed by the waiving party and any such<br> waiver will have no effect except in the specific instance in which it is given. Any delay<br> or omission by a party in exercising its rights under this Agreement, or failure to insist<br> upon strict compliance with any term, covenant, or condition of this Agreement will not be<br> deemed a waiver of such term, covenant, condition or right, nor will any waiver or relinquishment<br> of any right or power under this Agreement at any time or times be deemed a waiver or relinquishment<br> of such right or power at any other time or times. The Consultant may not assign or otherwise<br> transfer any right or obligation provided for under this Agreement without the prior written<br> consent of the Company, and any purported assignment or transfer without such consent shall<br> be null and void ab initio. |
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| j. | Notices.<br> Any and all notices hereunder shall be deemed duly given when delivered by registered or<br> certified mail (postage prepaid), email, overnight courier or hand delivery to the parties<br> at the following addresses: |
| --- | --- |
| If<br> to the Company: | Boost<br> Run, Inc. |
| --- | --- |
| 5<br> Revere Drive | |
| Northbrook,<br> IL 60062 | |
| Attn:<br> [***] | |
| Telephone<br> No.: [***] | |
| Email:<br> [***] | |
| If<br> to Consultant: | Mr.<br> B. Luke Weil |
| --- | --- |
| 250<br> West 57th Street | |
| New<br> York, New York 10107 | |
| Email:<br> [***] | |
| k. | Counterparts.<br> This Agreement may be executed in one or more counterparts, all of which when taken together<br> shall be considered one and the same agreement and shall become effective when counterparts<br> have been signed by each party and delivered to the other parties, it being understood that<br> all parties need not sign the same counterpart. The use of electronic signatures and electronic<br> records (including, without limitation, any contract or other record created, generated,<br> sent, communicated, received, or stored by electronic means) shall be of the same legal effect,<br> validity and enforceability as a manually executed signature or use of a paper-based recordkeeping<br> system to the fullest extent permitted by applicable law. |
| --- | --- |
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first above written.
| BOOST RUN, INC. | |
|---|---|
| By: | /s/ Andrew Karos |
| Print<br> Name: | Andrew<br> Karos |
| Print<br> Title: | Chief<br> Executive Officer |
| CONSULTANT | |
| --- | |
| /s/ B. Luke Weil | |
| B.<br> Luke Weil |
Exhibit99.3
CRAIG-HALLUMCAPITAL GROUP LLC
222South Ninth Street, Suite 350
Minneapolis,MN 55402
January 13, 2026
Willow Lane Acquisition Corp.
250 West 57^th^ Street, Suite 415
New York, NY 10107
Mr. B. Luke Weil:
Reference is made to the Underwriting Agreement dated as of November 7, 2024 by and between Willow Lane Acquisition Corp. (the “Company”) and BTIG, LLC as representative of the underwriters, including Craig-Hallum Capital Group LLC (“CH”).
CH has agreed to reduce its Deferred Underwriting Commission by $500,000. In return, Boost Run Holdings, LLC, or any surviving company affiliated with Boost Run Holdings, LLC (“Boost Run”), hereby agrees to grant CH a Right of Participation in any subsequent financing by Boost Run (the “Boost Run Financings”) following the closing of the business combination between the Company and Boost Run where a bank or agent is paid commissions or fees. The Right of Participation granted to CH will (i) last for 12 months following the closing of the business combination; and (ii) CH will be offered no less than 10% economics of the commissions or fees paid to banks or agents in the Boost Run Financings. The Right of Participation shall expire at the earlier of (i) 12 months from closing of the business combination; or (ii) when CH has received at least $250,000 in net fees or commissions as part of the Boost Run Financings. If CH has received less than $250,000 in net fees or commissions upon expiration of the Right of Participation, the balance between the net fees CH has received as part of the Boost Run Financings and $250,000 shall become immediately due.
In no way shall this agreement hinder CH’s ability to receive fees or commission in excess of $250,000.
[SignaturePage Follows]
Very truly yours,
| CRAIG-HALLUM<br> CAPITAL GROUP LLC | |
|---|---|
| By: | /s/ Rick Hartfiel |
| Name: | Rick<br> Hartfiel |
| Title: | Managing<br> Partner, Head of Investment Banking |
| WILLOW<br> LANE ACQUISITION CORP. | |
| By: | /s/ B. Luke Weil |
| Name: | B.<br> Luke Weil |
| Title: | Chief<br> Executive Officer |
| BOOST<br> RUN HOLDINGS, LLC | |
| By: | /s/ Andrew Karos |
| Name: | Andrew<br> Karos |
| Title: | Chief<br> Executive Officer |
[SignaturePage to Letter Agreement]