INDEMNITY AGREEMENTIndemnification Agreement • June 13th, 2022 • Avalon Acquisition Inc. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of June 13, 2022, by and between Avalon Acquisition Inc., a Delaware corporation (the “Company”), and Stuart H. Bohart (the “Indemnitee”).
18,000,000 Units Avalon Acquisition Inc. UNDERWRITING AGREEMENTUnderwriting Agreement • October 12th, 2021 • Avalon Acquisition Inc. • Blank checks • New York
The undersigned, Avalon Acquisition Inc., a Delaware corporation (“Company”), hereby confirms its agreement with Maxim Group LLC (hereinafter referred to as “you”, “Maxim”, or as the “Representative”) and with the other underwriters named on Schedule A hereto for which you are acting as representative (the Representative and the other Underwriters being collectively referred to herein as the “Underwriters” or, individually, an “Underwriter”), as follows:
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • September 7th, 2021 • Avalon Acquisition Inc. • Blank checks • 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 Avalon Acquisition Inc., a Delaware corporation (the “Company”), Avalon Acquisition Holdings LLC, a Delaware limited liability company (the “Purchaser”).
Avalon Acquisition Inc. San Francisco, CA 94111 Maxim Group LLC New York, NY 10022Underwriting Agreement • October 12th, 2021 • Avalon Acquisition Inc. • Blank checks • New York
This letter (the “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Avalon Acquisition Inc., a Delaware corporation (the “Company”) and Maxim Group LLC, as representative (“Maxim”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each unit comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and three-fourths of one redeemable warrant, each whole warrant exercisable for one share of Common Stock (each, a “Warrant”). Certain capitalized terms used herein are defined in paragraph 12 hereof.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 12th, 2021 • Avalon Acquisition Inc. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of October 5, 2021, by Avalon Acquisition Inc., a Delaware corporation (the “Company”), Maxim Partners LLC (“Maxim”) and Avalon Acquisition Holdings 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”).
Avalon Acquisition Inc.Securities Subscription Agreement • March 5th, 2021 • Avalon Acquisition Inc. • Blank checks • Delaware
This agreement (this “Agreement”) is entered into on October 21, 2020 by and among, Avalon Acquisition Holdings LLC, a Delaware limited liability company the “Subscriber”), and Avalon Acquisition Inc., a Delaware corporation (the “Company”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to subscribe for and purchase 5,750,000 shares of Class B common stock, $0.0001 par value per share, of the Company (the “Shares”), up to 750,000 of which are subject to complete or partial forfeiture by Subscriber if the underwriters of the initial public offering (“IPO”) of units (“Units”) of the Company do not fully exercise their over-allotment option (the “Over-allotment Option”). The terms on which the Company is willing to sell the Shares to the Subscriber, and the Company and the Subscriber’s agreements regarding such Shares, are as follows:
Avalon Acquisition Inc. San Francisco, CA 94111 Maxim Group LLC New York, NY 10022Underwriting Agreement • October 1st, 2021 • Avalon Acquisition Inc. • Blank checks
This letter (the “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Avalon Acquisition Inc., a Delaware corporation (the “Company”) and Maxim Group LLC, as representative (“Maxim”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each unit comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and three-fourths of one redeemable warrant, each whole warrant exercisable for one share of Common Stock (each, a “Warrant”). Certain capitalized terms used herein are defined in paragraph 11 hereof.
WARRANT AGREEMENT between AVALON ACQUISITION INC. an CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated October 5, 2021Warrant Agreement • October 12th, 2021 • Avalon Acquisition Inc. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of October 5, 2021, is by and between Avalon Acquisition Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company , as warrant agent (in such capacity, the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • October 1st, 2021 • Avalon Acquisition Inc. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of _ _, 2021 by and between Avalon Acquisition Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”).
AMENDMENT NO. 1 TO BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • April 18th, 2023 • Avalon Acquisition Inc. • Blank checks • Delaware
This AMENDMENT NO. 1 TO BUSINESS COMBINATION AGREEMENT (this “Amendment”) is made as of April 18, 2023, by and among Avalon Acquisition, Inc., a Delaware corporation (“Avalon”), The Beneficient Company Group, L.P., a Delaware limited partnership (“BCG” or the “Company”), Beneficient Merger Sub I, Inc., a Delaware corporation and direct, wholly-owned subsidiary of BCG (“Merger Sub I”), and Beneficient Merger Sub II, LLC, a Delaware limited liability company and direct, wholly-owned subsidiary of BCG (“Merger Sub II” and together with Merger Sub I, the “Merger Subs”). Avalon, BCG and the Merger Subs are collectively referred to herein as the “Parties” and individually as a “Party”. Capitalized terms used but not defined herein shall have the meanings assigned to them in the Original Agreement (defined below).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • September 7th, 2021 • Avalon Acquisition Inc. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of _ _, 2021 by and between Avalon Acquisition Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • October 12th, 2021 • Avalon Acquisition Inc. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of October 5, 2021 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and between Avalon Acquisition Inc., a Delaware corporation (the “Company”), Avalon Acquisition Holdings LLC, a Delaware limited liability company (the “Purchaser”).
Avalon Acquisition Inc. San Francisco, CA 94111 Maxim Group LLC New York, NY 10022Underwriting Agreement • September 7th, 2021 • Avalon Acquisition Inc. • Blank checks
This letter (the “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Avalon Acquisition Inc., a Delaware corporation (the “Company”) and Maxim Group LLC, as representative (“Maxim”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each unit comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and three-fourths of one redeemable warrant, each whole warrant exercisable for one share of Common Stock (each, a “Warrant”). Certain capitalized terms used herein are defined in paragraph 11 hereof.
SPONSOR LOCK-UP AGREEMENTSponsor Lock-Up Agreement • September 21st, 2022 • Avalon Acquisition Inc. • Blank checks • Delaware
THIS SPONSOR LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of September 21, 2022, by and between (i) The Beneficient Company Group, L.P. (the “Company”), and (ii) the undersigned (“Holder”). Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Business Combination Agreement, as hereinafter defined.
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • March 5th, 2021 • Avalon Acquisition Inc. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of _ _, 2021 by and between Avalon Acquisition Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”).
FOUNDER VOTING AND SUPPORT AGREEMENTFounder Voting and Support Agreement • September 21st, 2022 • Avalon Acquisition Inc. • Blank checks
This Founder Voting and Support Agreement (this “Agreement”) is made as of September 21, 2022, by and among (i) The Beneficient Company Group, L.P. (the “Company” and, prior to the Conversion (as defined below), “BCG”), (ii) Avalon Acquisition, Inc., a Delaware corporation (“Avalon”), and (iii) certain equityholders of BCG and/or Beneficient Company Holdings, L.P. (“BCH” and together with BCG, the “Partnerships”) set forth on the signature pages hereto (each a “Holder” and collectively, the “Holders”). Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Business Combination Agreement (as defined below).
AMENDMENT TO PROMISSORY NOTEPromissory Note Amendment • September 7th, 2021 • Avalon Acquisition Inc. • Blank checks
This AMENDMENT TO PROMISSORY NOTE (the “Agreement”) is made and executed as of September ___, 2021, by and between Avalon Acquisition Inc., a Delaware corporation (“Maker”) and Avalon Acquisition Holdings LLC, a Delaware corporation (“Payee”).
BUSINESS COMBINATION AGREEMENT by and among AVALON ACQUISITION INC., BENEFICIENT MERGER SUB I, INC., BENEFICIENT MERGER SUB II, LLC, and THE BENEFICIENT COMPANY GROUP, L.P. dated as of September 21, 2022Business Combination Agreement • September 21st, 2022 • Avalon Acquisition Inc. • Blank checks • Delaware
THIS BUSINESS COMBINATION AGREEMENT (this “Agreement”) is made and entered into as of September 21, 2022 (“Execution Date”), by and among Avalon Acquisition, Inc. a Delaware corporation (“Avalon”), The Beneficient Company Group, L.P., a Delaware limited partnership (“BCG”), Beneficient Merger Sub I, Inc., a Delaware corporation and direct, wholly-owned subsidiary of BCG (“Merger Sub I”), and Beneficient Merger Sub II, LLC, a Delaware limited liability company and direct, wholly-owned subsidiary of BCG (“Merger Sub II” and together with Merger Sub I, the “Merger Subs”). Avalon, BCG and the Merger Subs are collectively referred to herein as the “Parties” and individually as a “Party.” Capitalized terms used and not otherwise defined herein have the meanings set forth in Section 1.01.
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • October 12th, 2021 • Avalon Acquisition Inc. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of October 5, 2021 by and between Avalon Acquisition Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”).
SPONSOR VOTING AND SUPPORT AGREEMENTSponsor Voting and Support Agreement • September 21st, 2022 • Avalon Acquisition Inc. • Blank checks
This Sponsor Voting and Support Agreement (this “Agreement”) is made as of September 21, 2022, by and among (i) The Beneficient Company Group, L.P. (the “Company”), and (ii) the undersigned shareholder of Avalon Acquisition, Inc. (“Avalon”) set forth on the signature page hereto (“Holder”). Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Business Combination Agreement (as defined below).
AMENDMENT TO LETTER AGREEMENTLetter Agreement • September 21st, 2022 • Avalon Acquisition Inc. • Blank checks
THIS AMENDMENT TO LETTER AGREEMENT (this “Amendment”) is made and entered into as of September 21, 2022, and shall be effective as of the Closing (defined below), by and among (i) Avalon Acquisition Inc., a Delaware corporation (“Avalon”), (ii) The Beneficient Company Group, L.P., a Delaware limited partnership, which prior to the Effective Date of this Amendment shall have converted to a Nevada corporation bearing the name “Beneficient” (the “Company”), and (iii) the undersigned officer or director of Avalon and who, along with Avalon, the Sponsor, and other transferees of the applicable Avalon securities, is referred to as an “Insider” pursuant to the terms of the Original Agreement (defined below). Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to such terms in the Original Agreement (and if such term is not defined in the Original Agreement, then in the Business Combination Agreement (as defined below)).
AVALON ACQUISITION INC.Office Space Agreement • October 12th, 2021 • Avalon Acquisition Inc. • Blank checks • New York
This letter (the “Agreement”) 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 Avalon Acquisition Inc. (the “Company”) and continuing until the earlier of (i) the completion by the Company of an initial business combination or (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), Avalon Acquisition Holdings LLC (“Holdings”) 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 2 Embarcadero Center, 8th Floor, San Francisco, CA (or any successor location). In exchange therefore, the Company shall pay Holdings a sum of $10,000 per month, respectively, on the Effective Date and
Avalon Acquisition Inc. San Francisco, CA 94111 Maxim Group LLC New York, NY 10022Underwriting Agreement • October 12th, 2021 • Avalon Acquisition Inc. • Blank checks • New York
This letter (the “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Avalon Acquisition Inc., a Delaware corporation (the “Company”) and Maxim Group LLC, as representative (“Maxim”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each unit comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and three-fourths of one redeemable warrant, each whole warrant exercisable for one share of Common Stock (each, a “Warrant”). Certain capitalized terms used herein are defined in paragraph 13 hereof.
AVALON ACQUISITION INC.Office Space Agreement • March 5th, 2021 • Avalon Acquisition Inc. • Blank checks • New York
